Common use of Return of Aircraft, Etc Clause in Contracts

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Payments. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. Subject to Section 7.02 hereof: (a) If an Indenture Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notescontinuing, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunderunder this Indenture. If Subject to the foregoing, if the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee or an agent or representative designated by the Indenture Trustee, the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee or an agent or representative designated by the Indenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Lawconsents, and (ii) pursue all or part of such Mortgaged Property Trust Indenture Estate wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of the Lessee or the Owner Trustee wherever such Mortgaged Property Trust Indenture Estate may be or be supposed to be and search for such Mortgaged Property Trust Indenture Estate and take possession of and remove such Mortgaged PropertyTrust Indenture Estate. All expenses of obtaining such judgment or of pursuing, searching for and taking such property Trust Indenture Estate shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Payments. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been acceleratedcontinuing, subject to Section Sections 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes4.04 hereof, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Lawapplicable law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee Indenture Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee Indenture Trustee may determine, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Indenture Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded PaymentsIndenture Trustee hereunder. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons properly engaged and employed by the Mortgagee Indenture Trustee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee the Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee Indenture Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee Indenture Trustee may determine, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Indenture Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded PaymentsIndenture Trustee hereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons properly engaged and employed by the Mortgagee Indenture Trustee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes Secured Certificates have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes4.02 hereof, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Lawapplicable law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee the Owner wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee Indenture Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee Indenture Trustee may determine, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent)rents, revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Indenture Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded PaymentsIndenture Trustee hereunder. Such tolls, rents (including Rent)rents, revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons properly engaged and employed by the Mortgagee Indenture Trustee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notescontinuing, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by applicable Law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possessionpossession pursuant to Section 4.05(a), the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee Indenture Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee Indenture Trustee may determine, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent)rents, revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Payments. Such tolls, rents (including Rent)rents, revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee)thereof, and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons Persons properly engaged and employed by the Mortgagee Indenture Trustee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been acceleratedbecome due and payable pursuant to Section 4.04(b) of this Trust Indenture, subject to Section Sections 4.03 and 4.04 hereof and unless the Owner Trustee or the Owner Participant shall have irrevocably elected to purchase the Equipment Notes, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by applicable Law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possessionpossession pursuant to Section 4.05(a), the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee Indenture Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee Indenture Trustee may determine, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Indenture Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee Indenture Trustee hereunder other than Excluded Payments. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons Persons properly engaged and employed by the Mortgagee Indenture Trustee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been acceleratedbecome due and payable pursuant to Section 4.04(b) of this Trust Indenture, subject to Section Sections 4.03 and 4.04 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by applicable Law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possessionpossession pursuant to Section 4.05(a), the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee Indenture Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee Indenture Trustee may determine, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Indenture Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee Indenture Trustee hereunder other than Excluded Payments. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons Persons properly engaged and employed by the Mortgagee Indenture Trustee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes Secured Certificates have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes4.02 hereof, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by applicable Law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee the Owner wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee Indenture Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee Indenture Trustee may determine, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent)rents, revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Indenture Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded PaymentsIndenture Trustee hereunder. Such tolls, rents (including Rent)rents, revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons properly engaged and employed by the Mortgagee Indenture Trustee with respect hereto.

Return of Aircraft, Etc. (a) If Subject to Section 7.02 hereof, if an Indenture Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notescontinuing, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may reasonably deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunderunder this Indenture. If Subject to the foregoing, if the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Trust Indenture Estate wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of the Lessee or the Owner Trustee wherever such Mortgaged Property Trust Indenture Estate may be or be supposed to be and search for such Mortgaged Property Trust Indenture Estate and take possession of and remove such Mortgaged PropertyTrust Indenture Estate. All expenses of obtaining such judgment or of pursuing, searching for and taking such property Trust Indenture Estate shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged PropertyTrust Indenture Estate, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or modification, alterations and repairs to and of the Mortgaged Propertysuch Trust Indenture Estate, as it the Indenture Trustee may reasonably deem proper. In each such casecase subject to Section 7.02 hereof, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify modify, alter, control or alter manage the Mortgaged Property Trust Indenture Estate and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyTrust Indenture Estate, as the Mortgagee shall Indenture Trustee may reasonably deem best, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, insurance, leasing, control, management, dispositionmodification, modification alteration or alteration disposition of the Mortgaged Property all or any part thereof of the Trust Indenture Estate as the Mortgagee Indenture Trustee may determine. Further, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property Trust Indenture Estate and every part thereof, except Excluded thereof other than Excepted Payments, without prejudice, however, to the right of the Mortgagee Indenture Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder Indenture Trustee under this Indenture (other than Excluded Excepted Payments). Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, dispositionmodification, improvement, modification alteration or alteration disposition of the Mortgaged Property Trust Indenture Estate, and of all maintenance and repairs, and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may reasonably elect to make, if any, make for any taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof Trust Indenture Estate (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeTrustee and the Lessee), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, Indenture Trustee and of all persons properly engaged and employed for such purposes by the Mortgagee Indenture Trustee; provided, that any excess amounts shall be promptly distributed in accordance with Section 5.03 hereof. (c) Subject to Section 7.02 hereof, if an Indenture Event of Default shall have occurred and be continuing and the Indenture Trustee shall be entitled to exercise remedies hereunder, and subject to Article VIII hereof, the Indenture Trustee, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, may sell, assign, transfer and deliver the whole or, from time to time, to the extent permitted by law, any part of the Trust Indenture Estate, or interest therein, at any private sale or public auction to the highest bidder, with or without demand, advertisement or notice, except that in respect of any private sale 30 days' prior written notice by registered mail to the Owner Trustee and the Owner Participant will be provided, for cash or, with the consent of the Owner Trustee and the Owner Participant, credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Indenture Trustee in exercising reasonable commercial discretion may determine; provided, that any such action shall be at the time lawful and that all mandatory legal requirements shall be complied with. Any notice required pursuant to the terms hereof in the case of a public sale, shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours as the Indenture Trustee shall fix in the notice of such sale. At any such sale, the Trust Indenture Estate may be sold in one lot as an entirety or in separate lots. The Indenture Trustee shall not be obligated to make any sale pursuant to such notice. The Indenture Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. The Indenture Trustee may exercise such right of sale without possession or production of the Equipment Notes or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or without including the Holders as parties to any suit or proceedings relating to the foreclosure of any part of the Trust Indenture Estate. The Owner Trustee shall execute any and all such bills of sale, assignments and other documents, and perform and do all other acts and things requested by the Indenture Trustee in order to permit consummation of any sale of the Trust Indenture Estate in accordance with this Section 7.03(c) and to effectuate the transfer or conveyance referred to in the first sentence of this Section 7.03(c). Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not sell the Trust Indenture Estate or any part thereof unless the Equipment Notes shall have been accelerated. (d) To the extent permitted by Applicable Law, and subject to Section 7.02 hereof, the Indenture Trustee or any Holder may be a purchaser of the Trust Indenture Estate or any part thereof or any interest therein at any sale thereof, whether pursuant to foreclosure or power of sale or otherwise. The Indenture Trustee may apply against the purchase price therefor the amount then due hereunder or under any of the Equipment Notes secured hereby and any Holder may apply against the purchase price therefor the amount then due to it hereunder, under any other Indenture Document or under the Equipment Notes held by such Holder to the extent of such portion of the purchase price as it would have received had it been entitled to share any distribution thereof. The Indenture Trustee or any Holder or nominee thereof shall, upon any such purchase, acquire good title to the property so purchased, free of the Lien of this Indenture and, to the extent permitted by applicable law, free of all rights of redemption in the Owner Trustee or the Owner Participant in respect of the property so purchased. (e) The Indenture Trustee shall, as a matter of right, be entitled to the appointment of a receiver (who may be the Indenture Trustee or any successor or nominee) for all or any part of the Trust Indenture Estate, whether such receivership be incidental to a proposed sale of the Trust Indenture Estate or the taking of possession thereof or otherwise, and the Owner Trustee hereby consents to the appointment of such receiver and will not oppose any such appointment. Any receiver appointed for all or any part of the Trust Indenture Estate shall be entitled to exercise all of the rights and powers of the Indenture Trustee with respect heretoto the Trust Indenture Estate. (f) Subject to the provisions of this Indenture, to the extent permitted by Applicable Law, upon the occurrence and during the continuation of an Indenture Event of Default the Owner Trustee irrevocably appoints the Indenture Trustee the true and lawful attorney-in-fact of the Owner Trustee (which appointment is coupled with an interest) in its name and stead and on its behalf, for the purpose of effectuating any sale, assignment, transfer or delivery for the enforcement of the Lien of this Indenture, whether pursuant to foreclosure or power of sale, assignments and other instruments as may be necessary or appropriate, with full power substitution, the Owner Trustee hereby ratifying and confirming all that such attorney or any substitute shall do by virtue hereof in accordance with applicable law. Nevertheless, if so requested by the Indenture Trustee or any purchaser, the Owner Trustee shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been acceleratedcontinuing, subject to Section Sections 4.03 and 4.04 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Lawapplicable law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee Indenture Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee Indenture Trustee may determine, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Indenture Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee Indenture Trustee hereunder other than Excluded Payments. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons properly engaged and employed by the Mortgagee Indenture Trustee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Payments. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.as

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing exists and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notesat Mortgagee’s request, at the request of the Mortgagee, the Owner Trustee Borrower shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem deems necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may shall specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall Borrower for any reason fail fails to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i1) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee Borrower to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee Borrower hereby specifically consents to the fullest extent permitted by Law, and (ii2) pursue all or part of such Mortgaged Property Collateral wherever it may be found andfound, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Borrower wherever such Mortgaged Property Collateral may be or be supposed to be be, and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for for, and taking such property shall, until paid, be secured by the Lien of this Trust IndentureMortgage. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications modification, or alterations alteration to and of the Mortgaged PropertyCollateral, as it may deem deems proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify modify, or alter the Mortgaged Property and to carry on the business Collateral, and to exercise all rights and powers of the Owner Participant and the Owner Trustee Borrower relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem deems best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification modification, or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may shall determine, and the Mortgagee shall be entitled to collect and receive directly all tolls, rents (including Rent)rents, revenues, issues, income, products and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the Mortgagee’s right of the Mortgagee under any provision of this Trust Indenture Mortgage to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tolls, rents (including Rent)rents, revenues, issues, income, products and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification modification, or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be is required or may elect elects to make, make (if any, ) for taxes, assessments, insurance insurance, or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect inspect, and make reports upon the Borrower’s properties and books and records of the Owner Trusteerecords), and all other payments which the Mortgagee may be is required or authorized to make under any provision of this Trust IndentureMortgage, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons Persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. TRUST INDENTURE 13-1 All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Indenture Event of ------------------------ Default shall have occurred and be continuing and the Equipment Notes have been acceleratedcontinuing, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment NotesSection 4.04(a), at the request of the Mortgagee, Indenture Trustee the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Lawconsents, and (ii) pursue all or part of the Indenture Estate wherever such Mortgaged Property wherever it Indenture Estate may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of the Lessee wherever such Mortgaged Property it may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Propertythe same. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possessionpossession and during the continuance of an Indenture Event of Default, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged PropertyIndenture Estate, make all such reasonable expenditures for maintenance, use, operation, storage, insurance, leasingrepairs, controlreplacements, managementalterations, disposition, modifications or alterations additions and improvements to and of the Mortgaged PropertyIndenture Estate, as it may deem proper. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify control or alter manage the Mortgaged Property Indenture Estate and to carry on the business and and, without limiting the express provisions of Section 5.09, to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyIndenture Estate, as the Mortgagee Indenture Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, insurance, leasing, control, management, disposition, modification management or alteration disposition of the Mortgaged Property Indenture Estate or any part thereof as the Mortgagee Indenture Trustee may determine; and except for Excluded Payments, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property Indenture Estate and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Payments. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the reasonable expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification management or alteration disposition of the Mortgaged Property Indenture Estate and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons properly engaged and employed by the Mortgagee with respect heretoIndenture Trustee.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Payments. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.part

Return of Aircraft, Etc. (a) If an a Mortgage Event of Default shall have occurred and be continuing and the Equipment Notes have been acceleratedexists, subject to Section (ss.) 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notesss. 4.04, at the request of the MortgageeLoan Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Loan Trustee such instruments of title and other documents as the Mortgagee Loan Trustee may deem necessary or advisable to enable the Mortgagee Loan Trustee or an agent or representative designated by the MortgageeLoan Trustee, at such time or times and place or places as the Mortgagee Loan Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee Loan Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeLoan Trustee, the Mortgagee Loan Trustee may (i) obtain a judgment conferring on the Mortgagee Loan Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeLoan Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Lawapplicable law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that if a Lease Event of Default has occurred and is continuingexists, may enter any of the premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of 2002 EETC - Mortgage (LL) (11) 36 Mortgage N__TZ obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust IndentureMortgage. (b) Upon every such taking of possession, the Mortgagee Loan Trustee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee Loan Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee Loan Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee Loan Trustee may determine, and the Mortgagee Loan Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Loan Trustee under any provision of this Trust Indenture Mortgage to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded PaymentsLoan Trustee hereunder. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee Loan Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee Loan Trustee may be required or authorized to make under any provision of this Trust IndentureMortgage, as well as just and reasonable compensation for the services of the MortgageeLoan Trustee, and of all persons properly engaged and employed by the Mortgagee Loan Trustee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. TRUST INDENTURE 14-1 All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes Secured Certificates have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes4.02 hereof, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by applicable Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee the Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property Collateral and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee Indenture Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee Indenture Trustee may determine, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent)rents, revenues, issues, income, products and profits of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Indenture Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded PaymentsIndenture Trustee hereunder. Such tolls, rents (including Rent)rents, revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons properly engaged and employed by the Mortgagee Indenture Trustee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. TRUST INDENTURE 14-2 All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. 55 -50- All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If Subject to Section 7.02 hereof, if an Indenture Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notescontinuing, at the request of the MortgageeIndenture Trustee, the Owner Trustee Company shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may reasonably deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee Indenture Trustee shall at the time be entitled hereunderunder this Indenture. If Subject to the Owner Trustee foregoing, if the Company shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee the Company wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property Collateral shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged PropertyCompany, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or modification, alterations and repairs to and of the Mortgaged PropertyCollateral, as it the Indenture Trustee may reasonably deem proper. In each such casecase subject to Section 7.02 hereof, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify modify, alter, control or alter manage the Mortgaged Property Collateral and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee Company relating to the Mortgaged Property, Collateral as the Mortgagee shall Indenture Trustee may reasonably deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operationoperation insurance, storage, insurance, leasing, control, management, dispositionmodification, modification alteration or alteration disposition of the Mortgaged Property all or any part thereof of the Trust Indenture Estate as the Mortgagee Indenture Trustee may determine. Further, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent)rents, revenues, issues, income, products and profits of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Indenture Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded PaymentsIndenture Trustee under this Indenture. Such tolls, rents (including Rent)rents, revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, dispositionmodification, improvement, modification alteration or alteration disposition of the Mortgaged Property Collateral and of all maintenance and repairs, and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may reasonably elect to make, if any, make for any taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof Collateral (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeCompany), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, Indenture Trustee and of all persons properly engaged and employed for such purposes by the Mortgagee Indenture Trustee; provided, that any excess amounts shall be promptly distributed in accordance with Section 5.03 hereof. (c) Subject to Section 7.02 hereof, if an Indenture Event of Default shall have occurred and be continuing and the Indenture Trustee shall be entitled to exercise remedies hereunder, the Indenture Trustee, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, may sell, assign, transfer and deliver the whole or, from time to time, to the extent permitted by law, any part of the Collateral, or any part thereof, or interest therein, at any private sale or public auction to the highest bidder, with or without demand, advertisement or notice, except that in respect of any private sale 30 days' prior written notice by registered mail to the Company will be provided, for cash or, with the consent of the Company, credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Indenture Trustee in exercising reasonable commercial discretion may determine; provided, that any such action shall be at the time lawful and that all mandatory legal requirements shall be complied with. Any notice required pursuant to the terms hereof in the case of a public sale, shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours as the Indenture Trustee shall fix in the notice of such sale. At any such sale, the Collateral may be sold in one lot as an entirety or in separate lots. The Indenture Trustee shall not be obligated to make any sale pursuant to such notice. The Indenture Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. The Indenture Trustee may exercise such right of sale without possession or production of the Equipment Notes or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or without including the Holders as parties to any suit or proceedings relating to the foreclosure of any part of the Collateral. The Company shall execute any and all such bills of sale, assignments and other documents, and perform and do all other acts and things requested by the Indenture Trustee in order to permit consummation of any sale of the Collateral in accordance with this Section 7.03(c) and to effectuate the transfer or conveyance referred to in the first sentence of this Section 7.03(c). Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not sell the Collateral or any part thereof unless the Equipment Notes shall have been accelerated. (d) To the extent permitted by Applicable Law, and subject to Section 7.02 hereof, the Indenture Trustee or any Holder may be a purchaser of the or any part thereof or any interest therein at any sale thereof, whether pursuant to foreclosure or power of sale or otherwise. The Indenture Trustee may apply against the purchase price therefor the amount then due hereunder or under any of the Equipment Notes secured hereby and any Holder may apply against the purchase price therefor the amount then due to it hereunder or under the Equipment Notes held by such Holder to the extent of such portion of the purchase price as it would have received had it been entitled to share any distribution thereof. The Indenture Trustee or any Holder or nominee thereof shall, upon any such purchase, acquire good title to the property so purchased, free of the Lien of this Indenture and, to the extent permitted by applicable law, free of all rights of redemption in the Company in respect of the property so purchased. (e) The Indenture Trustee shall, as a matter of right, be entitled to the appointment of a receiver (who may be the Indenture Trustee or any successor or nominee) for all or any part of the Collateral, whether such receivership be incidental to a proposed sale of the Collateral or the taking of possession thereof or otherwise, and the Company hereby consents to the appointment of such receiver and will not oppose any such appointment. Any receiver appointed for all or any part of the Collateral shall be entitled to exercise all of the rights and powers of the Indenture Trustee with respect heretoto the Collateral. (f) Subject to the provisions of this Indenture, to the extent permitted by Applicable Law, upon the occurrence and during the continuation of an Indenture Event of Default the Company irrevocably appoints the Indenture Trustee the true and lawful attorney-in-fact of the Company (which appointment is coupled with an interest) in its name and stead and on its behalf, for the purpose of effectuating any sale, assignment, transfer or delivery for the enforcement of the Lien of this Indenture, whether pursuant to foreclosure or power of sale, assignments and other instruments as may be necessary or appropriate, with full power substitution, the Company hereby ratifying and confirming all that such attorney or any substitute shall do by virtue hereof in accordance with applicable law. Nevertheless, if so requested by the Indenture Trustee or any purchaser, the Company shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly poperly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notescontinuing, at the request of the MortgageeAdministrative Agent, the Owner Trustee Grantor agrees that it shall promptly execute and deliver to the Mortgagee Administrative Agent such instruments of title and other documents as the Mortgagee Administrative Agent may deem necessary or advisable to enable the Mortgagee Administrative Agent or an agent or representative designated by the MortgageeAdministrative Agent, at such time or times and place or places as the Mortgagee Administrative Agent may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee Administrative Agent shall at the time be entitled hereunder. If the Owner Trustee Grantor shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeAdministrative Agent, the Mortgagee may Administrative Agent may: (i) obtain a judgment conferring on the Mortgagee Administrative Agent the right to immediate possession and requiring the Owner Trustee Grantor to execute and deliver such instruments and documents to the MortgageeAdministrative Agent, to the entry of which judgment the Owner Trustee Grantor hereby specifically consents to the fullest extent permitted by Law, and law; and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Propertyfound. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien lien of this Trust IndentureAircraft Security Agreement. (b) Upon every such taking of possession, the Mortgagee may, Administrative Agent may from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may reasonably deem proper. In each such case, the Mortgagee Administrative Agent shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral, and to exercise all rights and powers of the Owner Participant and the Owner Trustee Grantor relating to the Mortgaged PropertyCollateral, as the Mortgagee Administrative Agent shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee Administrative Agent may reasonably determine, and the Mortgagee Administrative Agent shall be entitled to collect and receive directly all tolls, rents (including Rent)rents, revenues, issues, income, products and profits of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Administrative Agent under any provision of this Trust Indenture Aircraft Security Agreement to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded PaymentsAdministrative Agent hereunder. Such tolls, rents (including Rent)rents, revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee Administrative Agent may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee)thereof, and all other payments which the Mortgagee Administrative Agent may be required or authorized to make under any provision of this Trust IndentureAircraft Security Agreement, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee Administrative Agent with respect heretothereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes unpaid principal amount of the Loans then outstanding, together with interest accrued thereon, all Breakage Costs, if any, have been accelerated, subject to become due and payable in accordance with Section 4.03 hereof and unless 9 of the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment NotesLoan Agreement, at the request of the MortgageeCollateral Agent, the Owner Trustee Company shall promptly execute and deliver to the Mortgagee Collateral Agent such instruments of title and other documents as the Mortgagee Collateral Agent may deem necessary or advisable to enable the Mortgagee Collateral Agent or an agent or representative designated by the MortgageeCollateral Agent, at such time or times and place or places as the Mortgagee Collateral Agent may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate MSN [___] Collateral to which the Mortgagee Collateral Agent shall at the time be entitled hereunder. If the Owner Trustee Company shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeCollateral Agent, the Mortgagee Collateral Agent may (i) obtain a judgment conferring on the Mortgagee Collateral Agent the right to immediate possession and requiring the Owner Trustee Company to execute and deliver such instruments and documents to the MortgageeCollateral Agent, to the entry of which judgment the Owner Trustee Company hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust IndentureMortgage. (b) Upon every such taking of possession, the Mortgagee Collateral Agent may, from time to time, at the expense of the Mortgaged PropertyCompany, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyMSN [___] Collateral, as it may deem proper. In each such case, the Mortgagee Collateral Agent shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business MSN [___] Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee Company relating to the Mortgaged PropertyMSN [___] Collateral, as the Mortgagee Collateral Agent shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property MSN [___] Collateral or any part thereof as the Mortgagee Collateral Agent may determine, and the Mortgagee Collateral Agent shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property MSN [___] Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Collateral Agent under any provision of this Trust Indenture Mortgage to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded PaymentsCollateral Agent hereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property MSN [___] Collateral and of conducting the business thereof, and to make all payments which the Mortgagee Collateral Agent may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property MSN [___] Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeCompany), and all other payments which the Mortgagee Collateral Agent may be required or authorized to make under any provision of this Trust IndentureMortgage, as well as just and reasonable compensation for the services of the MortgageeCollateral Agent, and of all persons properly engaged and employed by the Mortgagee Collateral Agent with respect hereto. (c) To the extent permitted by applicable Law, the Collateral Agent and each other Secured Party may be a purchaser of the MSN [___] Collateral or any part thereof or any interest therein at any such sale thereof, whether pursuant to foreclosure or power of sale or otherwise. The Collateral Agent or any other Secured Party, upon any such purchase, shall acquire good title to the property so purchased, to the extent permitted by applicable Law, free of the Company’s rights of redemption. (d) Upon any sale of the MSN [___] Collateral or any part thereof or interest therein pursuant hereto, whether pursuant to foreclosure or power of sale or otherwise, the receipt of the official making the sale by judicial proceeding or of the Collateral Agent shall be sufficient discharge to the purchaser for the purchase money and neither such official nor such purchaser shall be obligated to see to the application thereof. (e) Any sale of the MSN [___] Collateral or any part thereof or any interest therein, whether pursuant to foreclosure or power of sale or otherwise hereunder, shall be a perpetual bar against the Company, after the expiration of the period, if any, during which such Person shall have the benefit of redemption laws which may not be waived as provided above. (f) Any sale or other conveyance of the Aircraft or any interest therein by the Collateral Agent made pursuant to the terms of this Mortgage shall bind the Company and the Secured Parties and shall be effective to transfer or convey all right, title and interest of the Collateral Agent, the Company and the other Secured Parties in and to the Aircraft. No purchaser or other grantee shall be required to inquire as to the authorization, necessity, expediency or regularity of such sale or conveyance or as to the application of any sale or other proceeds with respect thereto by the Collateral Agent.

Return of Aircraft, Etc. (a) If Subject to Section 7.02 hereof, if an Indenture Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notescontinuing, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunderunder this Indenture. If Subject to the foregoing, if the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Trust Indenture Estate wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of the Lessee or the Owner Trustee wherever such Mortgaged Property Trust Indenture Estate may be or be supposed to be and search for such Mortgaged Property Trust Indenture Estate and take possession of and remove such Mortgaged PropertyTrust Indenture Estate. All expenses of obtaining such judgment or of pursuing, searching for and taking such property Trust Indenture Estate shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged PropertyTrust Indenture Estate, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations insurance and repairs to and of the Mortgaged Propertysuch Trust Indenture Estate, as it the Indenture Trustee may reasonably deem proper. In each such casecase subject to Section 7.02 hereof, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify control or alter manage the Mortgaged Property Trust Indenture Estate and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyTrust Indenture Estate, as the Mortgagee shall Indenture Trustee may reasonably deem best, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, insurance, leasing, control, management, disposition, modification management or alteration disposition of the Mortgaged Property all or any part thereof of the Trust Indenture Estate as the Mortgagee Indenture Trustee may determine. Further, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Trust Indenture Estate other than Excepted Payments, without prejudice, however, to the right of the Mortgagee Indenture Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded PaymentsIndenture Trustee under this Indenture. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration disposition of the Mortgaged Property Trust Indenture Estate, and of conducting the business thereofall maintenance and repairs, and to make all payments which the Mortgagee Indenture Trustee may be required or may reasonably elect to make, if any, make for any taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof Trust Indenture Estate (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeTrustee and the Lessee), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, Indenture Trustee and of all persons properly engaged and employed for such purposes by the Mortgagee Indenture Trustee; provided, that any excess amounts shall be promptly distributed in accordance with Section 5.03 hereof. (c) Subject to Section 7.02 hereof, if an Indenture Event of Default shall have occurred and be continuing and the Indenture Trustee shall be entitled to exercise remedies hereunder, and subject to Article VIII hereof, the Indenture Trustee, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, may sell, assign, transfer and deliver the whole or, from time to time, to the extent permitted by law, any part of the Trust Indenture Estate, or any part thereof, or interest therein, at any private sale or public auction to the highest bidder, with or without demand, advertisement or notice, except that in respect heretoof any private sale 30 days' prior written notice by registered mail to the Owner Trustee and any Owner Participant will be provided, for cash or, with the consent of the Owner Trustee and any Owner Participant, credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Indenture Trustee in exercising reasonable commercial discretion may determine; provided, that any such action shall be at the time lawful and that all mandatory legal requirements shall be complied with. Any notice required pursuant to the terms hereof in the case of a public sale, shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours as the Indenture Trustee shall fix in the notice of such sale. At any such sale, the Trust Indenture Estate may be sold in one lot as an entirety or in separate lots. The Indenture Trustee shall not be obligated to make any sale pursuant to such notice. The Indenture Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. The Indenture Trustee may exercise such right of sale without possession or production of the Certificates or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or without including the Holders as parties to any suit or proceedings relating to the foreclosure of any part of the Trust Indenture Estate. The Owner Trustee shall execute any and all such bills of sale, assignments and other documents, and perform and do all other acts and things requested by the Indenture Trustee in order to permit consummation of any sale of the Trust Indenture Estate in accordance with this Section 7.03(c) and to effectuate the transfer or conveyance referred to in the first sentence of this Section 7.03(c). Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not sell the Trust Indenture Estate or any part thereof unless the Certificates shall have been accelerated.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been acceleratedcontinuing, subject to Section Sections 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes4.04 hereof, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Lawapplicable law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee Indenture Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee Indenture Trustee may determine, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent)rents, revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Indenture Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee Indenture Trustee hereunder other than Excluded Payments. Such tolls, rents (including Rent)rents, revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee)thereof, and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons properly engaged and employed by the Mortgagee Indenture Trustee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including TRUST INDENTURE 2020-1 the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. TRUST INDENTURE 12-2 All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or TRUST INDENTURE 22-1 (A and B) 46 representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and 55 63 search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been acceleratedcontinuing, subject to Section Sections 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes4.04 hereof, at the request of the MortgageeLoan Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Loan Trustee such instruments of title and other documents as the Mortgagee Loan Trustee may deem necessary or advisable to enable the Mortgagee Loan Trustee or an agent or representative designated by the MortgageeLoan Trustee, at such time or times and place or places as the Mortgagee Loan Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee Loan Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeLoan Trustee, the Mortgagee Loan Trustee may (i) obtain a judgment conferring on the Mortgagee Loan Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeLoan Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Lawapplicable law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Loan Trustee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee Loan Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee Loan Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee Loan Trustee may determine, and the Mortgagee Loan Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Loan Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded PaymentsLoan Trustee hereunder. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee Loan Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the he Owner Trustee), and all other payments which the Mortgagee Loan Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeLoan Trustee, and of all persons properly engaged and employed by the Mortgagee Loan Trustee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the OWNED AIRCRAFT INDENTURE 39 518 Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (ai) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the MortgageeAdministrative Agent, the Owner Trustee Borrower shall promptly execute and deliver to the Mortgagee Administrative Agent such instruments of title and other documents as the Mortgagee Administrative Agent may deem necessary or advisable to enable the Mortgagee Administrative Agent or an agent or representative designated by the MortgageeAdministrative Agent, at such time or times and place or places as the Mortgagee Administrative Agent may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee Administrative Agent shall at the time be entitled hereunder. If the Owner Trustee Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeAdministrative Agent, the Mortgagee Administrative Agent may (i) obtain a judgment conferring on the Mortgagee Administrative Agent the right to immediate possession and requiring the Owner Trustee Borrower to execute and deliver such instruments and documents to the MortgageeAdministrative Agent, to the entry of which judgment the Owner Trustee Borrower hereby specifically consents to the fullest extent permitted by Applicable Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Borrower wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien in favor of this Trust Indenturethe Administrative Agent. (bii) Upon every such taking of possession, the Mortgagee Administrative Agent may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee Administrative Agent shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee Borrower relating to the Mortgaged PropertyCollateral, as the Mortgagee Administrative Agent shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee Administrative Agent may determine, and the Mortgagee Administrative Agent shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Administrative Agent under any provision of this Trust Indenture Agreement to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded PaymentsAdministrative Agent hereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee Administrative Agent may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeBorrower), and all other payments which the Mortgagee Administrative Agent may be required or authorized to make under any provision of this Trust IndentureAgreement, as well as just and reasonable compensation for the services of the MortgageeAdministrative Agent, and of all persons properly engaged and employed by the Mortgagee Administrative Agent with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been acceleratedcontinuing, subject to Section Sections 4.03 and 4.04 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Lawapplicable law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee Indenture Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee Indenture Trustee may determine, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Indenture Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee Indenture Trustee hereunder other than Excluded Payments. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons Persons properly engaged and employed by the Mortgagee Indenture Trustee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been acceleratedcontinuing, subject to Section Sections 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes4.04 hereof, at the request of the MortgageeLoan Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Loan Trustee such instruments of title and other documents as the Mortgagee Loan Trustee may deem necessary or advisable to enable the Mortgagee Loan Trustee or an agent or representative designated by the MortgageeLoan Trustee, at such time or times and place or places as the Mortgagee Loan Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Loan Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeLoan Trustee, the Mortgagee Loan Trustee may (i) obtain a judgment conferring on the Mortgagee Loan Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeLoan Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Loan Trustee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee Loan Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee Loan Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, 856 57 modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee Loan Trustee may determine, and the Mortgagee Loan Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Loan Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded PaymentsLoan Trustee hereunder. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee Loan Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee Loan Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeLoan Trustee, and of all persons properly engaged and employed by the Mortgagee Loan Trustee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture.. TRUST INDENTURE 2024-1 (AA and A) (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If Subject to Section 7.02 hereof, ----------------------- if an Indenture Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notescontinuing, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may reasonably deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunderunder this Indenture. If Subject to the foregoing, if the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Indenture Estate wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of the Lessee or the Owner Trustee wherever such Mortgaged Property Indenture Estate may be or be supposed to be and search for such Mortgaged Property Indenture Estate and take possession of and remove such Mortgaged PropertyIndenture Estate. All expenses of obtaining such judgment or of pursuing, searching for and taking such property Indenture Estate shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged PropertyIndenture Estate, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or modification, alterations and repairs to and of the Mortgaged Propertysuch Indenture Estate, as it the Indenture Trustee may reasonably deem proper. In each such casecase subject to Section 7.02 hereof, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify modify, alter, control or alter manage the Mortgaged Property Indenture Estate and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyIndenture Estate, as the Mortgagee shall Indenture Trustee may reasonably deem best, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, insurance, leasing, control, management, dispositionmodification, modification alteration or alteration disposition of the Mortgaged Property all or any part thereof of the Indenture Estate as the Mortgagee Indenture Trustee may determine. Further, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property Indenture Estate and every part thereof, except Excluded thereof other than Excepted Payments, without prejudice, however, to the right of the Mortgagee Indenture Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder Indenture Trustee under this Indenture (other than Excluded Excepted Payments). Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, dispositionmodification, improvement, modification alteration or alteration disposition of the Mortgaged Property Indenture Estate, and of all maintenance and repairs, and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may reasonably elect to make, if any, make for any taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof Indenture Estate (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeTrustee and the Lessee), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, Indenture Trustee and of all persons properly engaged and employed for such purposes by the Mortgagee Indenture Trustee; provided, that any excess amounts shall be promptly distributed in -------- accordance with Section 5.03 hereof. (c) Subject to Section 7.02 hereof, if an Indenture Event of Default shall have occurred and be continuing and the Indenture Trustee shall be entitled to exercise remedies hereunder, and subject to Article VIII hereof, the Indenture Trustee, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, may sell, assign, transfer and deliver the whole or, from time to time, to the extent permitted by law, any part of the Indenture Estate, or interest therein, at any private sale or public auction to the highest bidder, with or without demand, advertisement or notice, except that in respect of any private sale 30 days' prior written notice by registered mail to the Owner Trustee and the Owner Participant will be provided, for cash or, with the consent of the Owner Trustee and the Owner Participant, credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Indenture Trustee in exercising reasonable commercial discretion may determine; provided, -------- that any such action shall be at the time lawful and that all mandatory legal requirements shall be complied with. Any notice required pursuant to the terms hereof in the case of a public sale, shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours as the Indenture Trustee shall fix in the notice of such sale. At any such sale, the Indenture Estate may be sold in one lot as an entirety or in separate lots. The Indenture Trustee shall not be obligated to make any sale pursuant to such notice. The Indenture Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. The Indenture Trustee may exercise such right of sale without possession or production of the Equipment Notes or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or without including the Holders as parties to any suit or proceedings relating to the foreclosure of any part of the Indenture Estate. The Owner Trustee shall execute any and all such bills of sale, assignments and other documents, and perform and do all other acts and things reasonably requested by the Indenture Trustee in order to permit consummation of any sale of the Indenture Estate in accordance with this Section 7.03(c) and to effectuate the transfer or conveyance referred to in the first sentence of this Section 7.03(c). Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not sell the Indenture Estate or any part thereof unless the Equipment Notes shall have been accelerated. (d) To the extent permitted by Applicable Law, and subject to Section 7.02 hereof, the Indenture Trustee or any Holder may be a purchaser of the Indenture Estate or any part thereof or any interest therein at any sale thereof, whether pursuant to foreclosure or power of sale or otherwise. The Indenture Trustee may apply against the purchase price therefor the amount then due hereunder or under any of the Equipment Notes secured hereby and any Holder may apply against the purchase price therefor the amount then due to it hereunder, under any other Indenture Document or under the Equipment Notes held by such Holder to the extent of such portion of the purchase price as it would have received had it been entitled to share any distribution thereof. The Indenture Trustee or any Holder or nominee thereof shall, upon any such purchase, acquire good title to the property so purchased, free of the Lien of this Indenture and, to the extent permitted by applicable law, free of all rights of redemption in the Owner Trustee or the Owner Participant in respect of the property so purchased. (e) The Indenture Trustee shall, as a matter of right, be entitled to the appointment of a receiver (who may be the Indenture Trustee or any successor or nominee) for all or any part of the Indenture Estate, whether such receivership be incidental to a proposed sale of the Indenture Estate or the taking of possession thereof or otherwise, and the Owner Trustee hereby consents to the appointment of such receiver and will not oppose any such appointment. Any receiver appointed for all or any part of the Indenture Estate shall be entitled to exercise all of the rights and powers of the Indenture Trustee with respect heretoto the Indenture Estate. (f) Subject to the provisions of this Indenture, to the extent permitted by Applicable Law, upon the occurrence and during the continuation of an Indenture Event of Default the Owner Trustee irrevocably appoints the Indenture Trustee the true and lawful attorney-in-fact of the Owner Trustee (which appointment is coupled with an interest) in its name and stead and on its behalf, for the purpose of effectuating any sale, assignment, transfer or delivery for the enforcement of the Lien of this Indenture, whether pursuant to foreclosure or power of sale, assignments and other instruments as may be necessary or appropriate, with full power substitution, the Owner Trustee hereby ratifying and confirming all that such attorney or any substitute shall do by virtue hereof in accordance with applicable law. Nevertheless, if so requested by the Indenture Trustee or any purchaser, the Owner Trustee shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request.

Return of Aircraft, Etc. (ai) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the MortgageeAdministrative Agent, the Owner Trustee Borrower shall promptly execute and deliver to the Mortgagee Administrative Agent such instruments of title and other documents as the Mortgagee Administrative Agent may deem necessary or advisable to enable the Mortgagee Administrative Agent or an agent or representative designated by the MortgageeAdministrative Agent, at such time or times and place or places as the Mortgagee Administrative Agent may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee Administrative Agent shall at the time be entitled hereunder. If the Owner Trustee Borrower shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeAdministrative Agent, the Mortgagee Administrative Agent may (i) obtain a judgment conferring on the Mortgagee Administrative Agent the right to immediate possession and requiring the Owner Trustee Borrower to execute and deliver such instruments and documents to the MortgageeAdministrative Agent, to the entry of which judgment the Owner Trustee Borrower hereby specifically consents to the fullest extent permitted by Applicable Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Borrower wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien in favor of this Trust Indenturethe Administrative Agent. (bii) Upon every such taking of possession, the Mortgagee Administrative Agent may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee Administrative Agent shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee Borrower relating to the Mortgaged PropertyCollateral, as the Mortgagee Administrative Agent shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee Administrative Agent may determine, and the Mortgagee Administrative Agent shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Administrative Agent under any provision of this Trust Indenture Agreement to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded PaymentsAdministrative Agent hereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee Administrative Agent may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeBorrower), and all other payments which the Mortgagee Administrative Agent may be required or authorized to make under any provision of this Trust IndentureAgreement, as well as just and reasonable compensation for the services of the MortgageeAdministrative Agent, and of all persons properly engaged and employed by the Mortgagee Administrative Agent with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. TRUST INDENTURE 10-1 All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the 2002 EETC - Mortgage (Owned) (10) employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Indenture Event of ------------------------ Default shall have occurred and be continuing and the Equipment Notes have been acceleratedcontinuing, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment NotesSection 4.04(a) , at the request of the Mortgagee, Indenture Trustee the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Lawconsents, and (ii) pursue all or part of the Indenture Estate wherever such Mortgaged Property wherever it Indenture Estate may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of the Lessee wherever such Mortgaged Property it may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Propertythe same. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possessionpossession and during the continuance of an Indenture Event of Default, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged PropertyIndenture Estate, make all such reasonable expenditures for maintenance, use, operation, storage, insurance, leasingrepairs, controlreplacements, managementalterations, disposition, modifications or alterations additions and improvements to and of the Mortgaged PropertyIndenture Estate, as it may deem proper. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify control or alter manage the Mortgaged Property Indenture Estate and to carry on the business and and, without limiting the express provisions of Section 5.09, to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyIndenture Estate, as the Mortgagee Indenture Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, insurance, leasing, control, management, disposition, modification management or alteration disposition of the Mortgaged Property Indenture Estate or any part thereof as the Mortgagee Indenture Trustee may determine; and except for Excluded Payments, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property Indenture Estate and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Payments. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the reasonable expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification management or alteration disposition of the Mortgaged Property Indenture Estate and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons properly engaged and employed by the Mortgagee with respect heretoIndenture Trustee.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notescontinuing, at the request of the Mortgagee, the Owner Trustee each Mortgagor shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee any Mortgagor shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may may: (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee such Mortgagor to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee such Mortgagor hereby specifically consents to the fullest extent permitted by Law, and law; and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuingcontinuing under any Lease, subject to applicable law, may enter any of the premises of the Lessee under such Lease wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust IndentureSecurity Agreement. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged Property, make all such reasonable expenditures for maintenance, use, operation, preservation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, preserve, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee any Mortgagor relating to the Mortgaged Property, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, preservation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee may reasonably determine, and the Mortgagee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture Security Agreement to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the reasonable expenses of the maintenance, use, operation, preservation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeMortgagor), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust IndentureSecurity Agreement, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Indenture Event of ----------------------- Default shall have occurred and be continuing and the Equipment Notes have been acceleratedcontinuing, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes4.03, at the request of the Mortgagee, Indenture Trustee the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative TRUST INDENTURE designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee The Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee indenture trustee the right to immediate possession and requiring the Owner owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee owner trustee hereby specifically consents to the fullest extent permitted by Lawconsents, and (ii) pursue all or part of the Indenture Estate wherever such Mortgaged Property wherever it estate may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee the lessee wherever such Mortgaged Property it may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Propertythe same. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged PropertyIndenture Estate, make all such expenditures for maintenance, use, operation, storage, insurance, leasingrepairs, controlreplacements, managementalterations, disposition, modifications or alterations additions and improvements to and of the Mortgaged PropertyIndenture Estate, as it may deem properbe instructed by a Majority in Interest of Certificate Holders. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify control or alter manage the Mortgaged Property Indenture Estate and to carry on the business and and, without limiting the express provisions of Section 5.09, to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyIndenture Estate, as the Mortgagee Indenture Trustee shall deem bestbe instructed by a Majority in Interest of Certificate Holders, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, insurance, leasing, control, management, disposition, modification management or alteration disposition of the Mortgaged Property Indenture Estate or any part thereof as the Mortgagee Indenture Trustee may determine; and except for Excluded Payments, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property Indenture Estate and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Payments. Such tolls, rents (including Rent)) , revenues, issues, income, income products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification management or alteration disposition of the Mortgaged Property Indenture Estate and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, TRUST INDENTURE additions and improvements, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons properly engaged and employed by the Mortgagee with Indenture Trustee. (c) If an Indenture Event of Default shall have occurred and be continuing, subject to Section 4.03, the Indenture Trustee may take any and all actions as may be directed by the holders of the Series A Certificates or the Series B Certificates, as the case may be, in respect heretoof the Collateral.

Return of Aircraft, Etc. (a) If an a Mortgage Event of Default shall have occurred and be continuing exists and the Equipment Notes have been accelerated, subject to Section (S) 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected elects to purchase buy the Equipment Notes, at the request of the Mortgagee's request, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem deems necessary or advisable to enable the Mortgagee (or an agent or representative designated by the Mortgagee), at such time or times time(s) and place or places place(s) as the Mortgagee may specifyspecifies, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall is at the time be entitled hereunder. If the Owner Trustee shall for any reason fail fails to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i1) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii2) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that if a Lease Event of Default has occurred and is continuingexists, may enter any of the Lessee's premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for for, and taking such property shall, until paid, be secured by the Lien of this Trust IndentureMortgage. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations modification or alteration to and of the Mortgaged Property, as it may deem deems proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify modify, or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee shall deem deems best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification modification, or alteration of the Mortgaged Property or any part thereof as the Mortgagee may shall determine, and the Mortgagee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, prejudice to the Mortgagee's right of the Mortgagee under any provision of this Trust Indenture Mortgage to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Payments. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification modification, or alteration of the Mortgaged Property and of conducting the business thereof, and to make any and all payments which the Mortgagee may be required or may elect to make, if any, make for taxes, assessments, insurance insurance, or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect inspect, and make reports upon the Owner Trustee's properties and books and records of the Owner Trusteerecords), and all other payments which the Mortgagee may be is required or authorized to make under any provision of this Trust IndentureMortgage, as well as just and reasonable compensation for the services of the Mortgagee's services, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Indenture Event of ------------------------ Default shall have occurred and be continuing and the Equipment Notes have been acceleratedcontinuing, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes4.03, at the request of the Mortgagee, Indenture Trustee the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative TRUST INDENTURE designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgageeindenture trustee, the Mortgagee indenture trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Lawconsents, and (ii) pursue all or part of the Indenture Estate wherever such Mortgaged Property wherever it Estate may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of the Lessee wherever such Mortgaged Property it may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Propertythe same. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged PropertyIndenture Estate, make all such expenditures for maintenance, use, operation, storage, insurance, leasingrepairs, controlreplacements, managementalterations, disposition, modifications or alterations additions and improvements to and of the Mortgaged PropertyIndenture Estate, as it may deem properbe instructed by a Majority in Interest of Certificate Holders. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify control or alter manage the Mortgaged Property Indenture Estate and to carry on the business and and, without limiting the express provisions of Section 5.09, to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyIndenture Estate, as the Mortgagee Indenture Trustee shall deem bestbe instructed by a Majority in Interest of Certificate Holders, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, insurance, leasing, control, management, disposition, modification management or alteration disposition of the Mortgaged Property Indenture Estate or any part thereof as the Mortgagee Indenture Trustee may determine; and except for Excluded Payments, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property Indenture Estate and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Payments. Such tolls, rents (including Rent)) , revenues, issues, income, income products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification management or alteration disposition of the Mortgaged Property Indenture Estate and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, TRUST INDENTURE additions and improvements, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons properly engaged and employed by the Mortgagee with Indenture Trustee. (c) If an Indenture Event of Default shall have occurred and be continuing, subject to Section 4.03, the Indenture Trustee may take any and all actions as may be directed by the holders of the Series A Certificates or the Series B Certificates, as the case may be, in respect heretoof the Collateral.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notescontinuing, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Lawapplicable law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee Indenture Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee Indenture Trustee may determine, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent)rents, revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Payments. Such tolls, rents (including Rent)rents, revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee)thereof, and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons Persons properly engaged and employed by the Mortgagee Indenture Trustee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been acceleratedcontinuing, subject to Section Sections 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes4.04 hereof, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by applicable Law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee Indenture Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee Indenture Trustee may determine, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Indenture Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded PaymentsIndenture Trustee hereunder. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons properly engaged and employed by the Mortgagee Indenture Trustee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as TRUST INDENTURE 2023-1 46 just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Payments. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.,

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest TABLE OF CONTENTS extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Payments. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If Subject to Section 7.02 ----------------------- hereof, if an Indenture Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notescontinuing, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may reasonably deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunderunder this Indenture. If Subject to the foregoing, if the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Indenture Estate wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of the Lessee or the Owner Trustee wherever such Mortgaged Property Indenture Estate may be or be supposed to be and search for such Mortgaged Property Indenture Estate and take possession of and remove such Mortgaged PropertyIndenture Estate. All expenses of obtaining such judgment or of pursuing, searching for and taking such property Indenture Estate shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged PropertyIndenture Estate, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or modification, alterations and repairs to and of the Mortgaged Propertysuch Indenture Estate, as it the Indenture Trustee may reasonably deem proper. In each such casecase subject to Section 7.02 hereof, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify modify, alter, control or alter manage the Mortgaged Property Indenture Estate and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyIndenture Estate, as the Mortgagee shall Indenture Trustee may reasonably deem best, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, insurance, leasing, control, management, dispositionmodification, modification alteration or alteration disposition of the Mortgaged Property all or any part thereof of the Indenture Estate as the Mortgagee Indenture Trustee may determine. Further, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property Indenture Estate and every part thereof, except Excluded thereof other than Excepted Payments, without prejudice, however, to the right of the Mortgagee Indenture Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder Indenture Trustee under this Indenture (other than Excluded Excepted Payments). Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, dispositionmodification, improvement, modification alteration or alteration disposition of the Mortgaged Property Indenture Estate, and of all maintenance and repairs, and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may reasonably elect to make, if any, make for any taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof Indenture Estate (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeTrustee and the Lessee), and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, Indenture Trustee and of all persons properly engaged and employed for such purposes by the Mortgagee Indenture Trustee; provided, that any excess amounts shall be promptly distributed in -------- accordance with Section 5.03 hereof. (c) Subject to Section 7.02 hereof, if an Indenture Event of Default shall have occurred and be continuing and the Indenture Trustee shall be entitled to exercise remedies hereunder, and subject to Article VIII hereof, the Indenture Trustee, either with or without taking possession, and either before or after taking possession, and without instituting any legal proceedings whatsoever, may sell, assign, transfer and deliver the whole or, from time to time, to the extent permitted by law, any part of the Indenture Estate, or interest therein, at any private sale or public auction to the highest bidder, with or without demand, advertisement or notice, except that in respect of any private sale 30 days' prior written notice by registered mail to the Owner Trustee and the Owner Participant will be provided, for cash or, with the consent of the Owner Trustee and the Owner Participant, credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Indenture Trustee in exercising reasonable commercial discretion may determine; provided, that any such action shall be at the time -------- lawful and that all mandatory legal requirements shall be complied with. Any notice required pursuant to the terms hereof in the case of a public sale, shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours as the Indenture Trustee shall fix in the notice of such sale. At any such sale, the Indenture Estate may be sold in one lot as an entirety or in separate lots. The Indenture Trustee shall not be obligated to make any sale pursuant to such notice. The Indenture Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be so adjourned without further notice or publication. The Indenture Trustee may exercise such right of sale without possession or production of the Equipment Notes or proof of ownership thereof, and as representative of the Holders may exercise such right without notice to the Holders or without including the Holders as parties to any suit or proceedings relating to the foreclosure of any part of the Indenture Estate. The Owner Trustee shall execute any and all such bills of sale, assignments and other documents, and perform and do all other acts and things reasonably requested by the Indenture Trustee in order to permit consummation of any sale of the Indenture Estate in accordance with this Section 7.03(c) and to effectuate the transfer or conveyance referred to in the first sentence of this Section 7.03(c). Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not sell the Indenture Estate or any part thereof unless the Equipment Notes shall have been accelerated. (d) To the extent permitted by Applicable Law, and subject to Section 7.02 hereof, the Indenture Trustee or any Holder may be a purchaser of the Indenture Estate or any part thereof or any interest therein at any sale thereof, whether pursuant to foreclosure or power of sale or otherwise. The Indenture Trustee may apply against the purchase price therefor the amount then due hereunder or under any of the Equipment Notes secured hereby and any Holder may apply against the purchase price therefor the amount then due to it hereunder, under any other Indenture Document or under the Equipment Notes held by such Holder to the extent of such portion of the purchase price as it would have received had it been entitled to share any distribution thereof. The Indenture Trustee or any Holder or nominee thereof shall, upon any such purchase, acquire good title to the property so purchased, free of the Lien of this Indenture and, to the extent permitted by applicable law, free of all rights of redemption in the Owner Trustee or the Owner Participant in respect of the property so purchased. (e) The Indenture Trustee shall, as a matter of right, be entitled to the appointment of a receiver (who may be the Indenture Trustee or any successor or nominee) for all or any part of the Indenture Estate, whether such receivership be incidental to a proposed sale of the Indenture Estate or the taking of possession thereof or otherwise, and the Owner Trustee hereby consents to the appointment of such receiver and will not oppose any such appointment. Any receiver appointed for all or any part of the Indenture Estate shall be entitled to exercise all of the rights and powers of the Indenture Trustee with respect heretoto the Indenture Estate. (f) Subject to the provisions of this Indenture, to the extent permitted by Applicable Law, upon the occurrence and during the continuation of an Indenture Event of Default the Owner Trustee irrevocably appoints the Indenture Trustee the true and lawful attorney-in-fact of the Owner Trustee (which appointment is coupled with an interest) in its name and stead and on its behalf, for the purpose of effectuating any sale, assignment, transfer or delivery for the enforcement of the Lien of this Indenture, whether pursuant to foreclosure or power of sale, assignments and other instruments as may be necessary or appropriate, with full power substitution, the Owner Trustee hereby ratifying and confirming all that such attorney or any substitute shall do by virtue hereof in accordance with applicable law. Nevertheless, if so requested by the Indenture Trustee or any purchaser, the Owner Trustee shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request.

Return of Aircraft, Etc. (a) If an Indenture Event of ----------------------- Default shall have occurred and be continuing and the Equipment Notes have been acceleratedcontinuing, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes4.03, at the request of the Mortgagee, Indenture Trustee the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative TRUST INDENTURE designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgageeindenture trustee, the Mortgagee indenture trustee may (i) obtain a judgment conferring on the Mortgagee indenture trustee the right to immediate possession and requiring the Owner Trustee owner trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Lawconsents, and (ii) pursue all or part of the Indenture Estate wherever such Mortgaged Property wherever it estate may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee the lessee wherever such Mortgaged Property it may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Propertythe same. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged PropertyIndenture Estate, make all such expenditures for maintenance, use, operation, storage, insurance, leasingrepairs, controlreplacements, managementalterations, disposition, modifications or alterations additions and improvements to and of the Mortgaged PropertyIndenture Estate, as it may deem properbe instructed by a Majority in Interest of Certificate Holders. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify control or alter manage the Mortgaged Property Indenture Estate and to carry on the business and and, without limiting the express provisions of Section 5.09, to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyIndenture Estate, as the Mortgagee Indenture Trustee shall deem bestbe instructed by a Majority in Interest of Certificate Holders, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, insurance, leasing, control, management, disposition, modification management or alteration disposition of the Mortgaged Property Indenture Estate or any part thereof as the Mortgagee Indenture Trustee may determine; and except for Excluded Payments, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property Indenture Estate and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Payments. Such tolls, rents (including Rent)) , revenues, issues, income, income products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification management or alteration disposition of the Mortgaged Property Indenture Estate and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, TRUST INDENTURE additions and improvements, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner owner Trustee), and all other payments which the Mortgagee Indenture trustee may be required or authorized to make under any provision of this Trust Indentureindenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons properly engaged and employed by the Mortgagee with Indenture Trustee. (c) If an Indenture Event of Default shall have occurred and be continuing, subject to Section 4.03, the Indenture Trustee may take any and all actions as may be directed by the holders of the Series A Certificates or the Series B Certificates, as the case may be, in respect heretoof the Collateral.

Return of Aircraft, Etc. (a) If Unless the Owner Participant shall have purchased the Equipment Notes pursuant to Section 2.10 hereof, if an Indenture Event of Default shall have occurred and be continuing and the Equipment Notes shall have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the MortgageeLoan Trustee, the Owner Trustee shall promptly execute and deliver or cause to be delivered to the Mortgagee Loan Trustee such instruments of title and other documents as the Mortgagee Loan Trustee may deem necessary or advisable to enable the Mortgagee Loan Trustee or an agent or representative designated by the MortgageeLoan Trustee, at such time or times and place or places as the Mortgagee Loan Trustee may specify, to obtain possession of all or any part of the Mortgaged Indentured Property included in the Trust Indenture Estate to which the Mortgagee Loan Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver or cause to be delivered such instruments and documents after such request by the MortgageeLoan Trustee, the Mortgagee Loan Trustee may (i) obtain a judgment conferring on the Mortgagee Loan Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver or cause to be delivered such instruments and documents to the MortgageeLoan Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Lawit may lawfully do so, and (ii) to the extent permitted by law, pursue all or part of such Mortgaged Indentured Property wherever it may be found and, (but not in violation of the event that a Lease Event of Default has occurred Lease) and is continuing, may enter any of the premises of the Lessee wherever such Mortgaged Indentured Property may be or be is supposed to be and search for such Mortgaged Indentured Property and take possession of and remove such Mortgaged PropertyIndentured Property (but not in violation of the Lease). All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Loan Trustee may, from time to time, at the expense of the Mortgaged PropertyIndenture Estate, make all such expenditures for maintenance, use, operation, storage, insurance, leasingrepairs, controlreplacements, managementalterations, disposition, modifications or alterations additions and improvements to and of the Mortgaged Indentured Property, as it may reasonably deem proper. In each such case, the Mortgagee Loan Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify control or alter manage the Mortgaged Indentured Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Indentured Property, as the Mortgagee Loan Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, insurance, use, operation, storage, insurance, leasing, control, management, disposition, modification management or alteration disposition of the Mortgaged Indentured Property or any part thereof as the Mortgagee Loan Trustee may reasonably determine, ; and the Mortgagee Loan Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Indentured Property and every part thereof, except Excluded PaymentsExcepted Property, without prejudice, however, to the right of the Mortgagee Loan Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded PaymentsLoan Trustee hereunder. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, insurance control, management, dispositionmodification, improvement, modification alteration or alteration disposition of the Mortgaged Indentured Property and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Mortgagee Loan Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Indentured Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee)thereof, and all other payments which the Mortgagee Loan Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeLoan Trustee, and of all persons Persons properly engaged and employed by the Mortgagee with respect heretoLoan Trustee. Nothing in Section 8.04 or in this Section 8.05 shall impair the rights of quiet enjoyment provided in Section 4(b) of the Lease.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been acceleratedcontinuing, subject to Section Sections 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes4.04 hereof, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Lawapplicable law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee Indenture Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee Indenture Trustee may determine, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent), revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee Indenture Trustee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded PaymentsIndenture Trustee hereunder. Such tolls, rents (including Rent), revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee), and all other [6~payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons properly engaged and employed by the Mortgagee Indenture Trustee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing exists and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the at Mortgagee's request, Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem deems necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may shall specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail fails to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i1) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii2) pursue all or part of such Mortgaged Property Collateral wherever it may be found andfound, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be be, and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for for, and taking such property shall, until paid, be secured by the Lien of this Trust IndentureMortgage. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications modification, or alterations alteration to and of the Mortgaged PropertyCollateral, as it may deem deems proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify modify, or alter the Mortgaged Property and to carry on the business Collateral, and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem deems best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification modification, or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may shall determine, and the Mortgagee shall be entitled to collect and receive directly all tolls, rents (including Rent)rents, revenues, issues, income, products and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the Mortgagee's right of the Mortgagee under any provision of this Trust Indenture Mortgage to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tolls, rents (including Rent)rents, revenues, issues, income, products and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification modification, or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be is required or may elect elects to make, make (if any, ) for taxes, assessments, insurance insurance, or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect inspect, and make reports upon the Owner's properties and books and records of the Owner Trusteerecords), and all other payments which the Mortgagee may be is required or authorized to make under any provision of this Trust IndentureMortgage, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons Persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notescontinuing, at the request of the MortgageeIndenture Trustee, the Owner Trustee shall promptly execute and deliver to the Mortgagee Indenture Trustee such instruments of title and other documents as the Mortgagee Indenture Trustee may deem necessary or advisable to enable the Mortgagee Indenture Trustee or an agent or representative designated by the MortgageeIndenture Trustee, at such time or times and place or places as the Mortgagee Indenture Trustee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate to which the Mortgagee Indenture Trustee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the MortgageeIndenture Trustee, the Mortgagee Indenture Trustee may (i) obtain a judgment conferring on the Mortgagee Indenture Trustee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the MortgageeIndenture Trustee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Lawapplicable law, and (ii) pursue all or part of such Mortgaged Property wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property may be or be supposed to be and search for such Mortgaged Property and take possession of and remove such Mortgaged Property. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee Indenture Trustee may, from time to time, at the expense of the Mortgaged Property, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged Property, as it may deem proper. In each such case, the Mortgagee Indenture Trustee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged Property, as the Mortgagee Indenture Trustee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property or any part thereof as the Mortgagee Indenture Trustee may determine, and the Mortgagee Indenture Trustee shall be entitled to collect and receive directly all tolls, rents (including Rent)rents, revenues, issues, income, products and profits of the Mortgaged Property and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Payments. Such tolls, rents (including Rent)rents, revenues, issues, income, products and profits shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property and of conducting the business thereof, and to make all payments which the Mortgagee Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner Trustee)thereof, and all other payments which the Mortgagee Indenture Trustee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the MortgageeIndenture Trustee, and of all persons properly engaged and employed by the Mortgagee Indenture Trustee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes unpaid principal amount of the Loans then outstanding, together with interest accrued thereon have been accelerated, subject to become due and payable in accordance with Section 4.03 hereof and unless 7.1 of the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment NotesLoan Agreement, at the request of the Mortgagee, the Owner Trustee Company shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee Company shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee Company to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee Company hereby specifically consents to the fullest extent permitted by Law, Law and (ii) pursue all or part of such Mortgaged Property 15 the Collateral wherever it may be found and, in the event that at any time when a Lease Event of Default under an Oman Lease has occurred and is continuing, may enter (subject to the terms of such Oman Lease and Applicable Law) exercise the Company’s rights in relation to entering any of the premises of the Oman Lessee wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust IndentureMortgage. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee Company relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture Mortgage to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeCompany), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust IndentureMortgage, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto. (c) To the extent permitted by applicable Law, the Mortgagee and each Secured Party may be a purchaser of the Collateral or any part thereof or any interest therein at any such sale thereof, whether pursuant to foreclosure or power of sale or otherwise. Each Lender shall be entitled to bid for and become the purchaser of any Collateral offered for sale pursuant to this Section 4.02 and to credit against the purchase price bid at such sale by such Lender all or any part of the due and unpaid amounts of the Secured Obligations secured by the Lien of this Mortgage. The Mortgagee or any such Secured Party, upon any such purchase, shall acquire good title to the property so purchased, to the extent permitted by applicable Law, free of the Company’s rights of redemption. (d) Upon any sale of the Collateral or any part thereof or interest therein pursuant hereto, whether pursuant to foreclosure or power of sale or otherwise, the receipt of the official making the sale by judicial proceeding or of the Mortgagee shall be sufficient discharge to the purchaser for the purchase money and neither such official nor such purchaser shall be obligated to see to the application thereof. (e) Any sale of the Collateral or any part thereof or any interest therein, whether pursuant to foreclosure or power of sale or otherwise hereunder, shall be a perpetual bar against the Company, after the expiration of the period, if any, during which such Person shall have the benefit of redemption laws which may not be waived as provided above. 16 (f) Any sale or other conveyance of an Aircraft or any interest therein by the Mortgagee made pursuant to the terms of this Mortgage shall bind the Company, the Secured Parties and shall be effective to transfer or convey all right, title and interest of the Mortgagee, the Company, the Secured Parties in and to such Aircraft. No purchaser or other grantee shall be required to inquire as to the authorization, necessity, expediency or regularity of such sale or conveyance or as to the application of any sale or other proceeds with respect thereto by the Mortgagee.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. TRUST INDENTURE 16-1 All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.

Return of Aircraft, Etc. (a) If an Event of Default shall have occurred and be continuing and the Equipment Notes have been accelerated, subject to Section 4.03 hereof and unless the Owner Trustee or the Owner Participant shall have elected to purchase the Equipment Notes, at the request of the Mortgagee, the Owner Trustee shall promptly execute and deliver to the Mortgagee such instruments of title and other documents as the Mortgagee may deem necessary or advisable to enable the Mortgagee or an agent or representative designated by the Mortgagee, at such time or times and place or places as the Mortgagee may specify, to obtain possession of all or any part of the Mortgaged Property included in the Trust Indenture Estate Collateral to which the Mortgagee shall at the time be entitled hereunder. If the Owner Trustee shall for any reason fail to execute and deliver such instruments and documents after such request by the Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee the right to immediate possession and requiring the Owner Trustee to execute and deliver such instruments and documents to the Mortgagee, to the entry of which judgment the Owner Trustee hereby specifically consents to the fullest extent permitted by Law, and (ii) pursue all or part of such Mortgaged Property Collateral wherever it may be found and, in the event that a Lease Event of Default has occurred and is continuing, may enter any of the premises of Lessee Owner wherever such Mortgaged Property Collateral may be or be supposed to be and search for such Mortgaged Property Collateral and take possession of and remove such Mortgaged PropertyCollateral. All expenses of obtaining such judgment or of pursuing, searching for and taking such property shall, until paid, be secured by the Lien of this Trust Indenture. (b) Upon every such taking of possession, the Mortgagee may, from time to time, at the expense of the Mortgaged PropertyCollateral, make all such expenditures for maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modifications or alterations to and of the Mortgaged PropertyCollateral, as it may deem proper. In each such case, the Mortgagee shall have the right to maintain, use, operate, store, insure, lease, control, manage, dispose of, modify or alter the Mortgaged Property and to carry on the business Collateral and to exercise all rights and powers of the Owner Participant and the Owner Trustee relating to the Mortgaged PropertyCollateral, as the Mortgagee shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, modification or alteration of the Mortgaged Property Collateral or any part thereof as the Mortgagee may determine, and the Mortgagee shall be entitled to collect and receive directly all tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds of the Mortgaged Property Collateral and every part thereof, except Excluded Payments, without prejudice, however, to the right of the Mortgagee under any provision of this Trust Indenture to collect and receive all cash held by, or required to be deposited with, the Mortgagee hereunder other than Excluded Paymentshereunder. Such tollsrents, rents (including Rent), revenues, issues, income, products revenues and profits other proceeds shall be applied to pay the expenses of the maintenance, use, operation, storage, insurance, leasing, control, management, disposition, improvement, modification or alteration of the Mortgaged Property Collateral and of conducting the business thereof, and to make all payments which the Mortgagee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Mortgaged Property Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Owner TrusteeOwner), and all other payments which the Mortgagee may be required or authorized to make under any provision of this Trust Indenture, as well as just and reasonable compensation for the services of the Mortgagee, and of all persons properly engaged and employed by the Mortgagee with respect hereto.. TRUST INDENTURE 2013-1