Common use of Alterations, Modifications and Additions Clause in Contracts

Alterations, Modifications and Additions. Company will, or will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines as are required from time to time to meet the applicable requirements of the FAA or any applicable government of any other jurisdiction in which the Aircraft is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the Aircraft. In addition, Company (or any Permitted Lessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Company (or any Permitted Lessee) deems desirable in the proper conduct of its business, including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentence. All Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, be subject to the Lien of this Indenture. Notwithstanding the foregoing, Company (or any Permitted Lessee) may, at any time, remove any Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such Engine at the time of delivery thereof to Company or any Part in replacement of, or substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the first sentence of this Section 7.04(c) and (iii) can be removed from the Airframe or such Engine without materially diminishing the value or utility required to be maintained by the terms of this Indenture that the Airframe or such Engine would have had had such Part never been installed on the Airframe or such Engine. Upon the removal by Company (or any Permitted Lessee) of any Part as permitted by this Section 7.04(c), such removed Part shall, without further act, be free and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Company.

Alterations, Modifications and Additions. The Company will, or will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines as are may be required from time to time to meet the applicable requirements of the FAA or any applicable government of any other jurisdiction in which the Aircraft is may then be registered; , except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if or a Lease is then in effect, any Permitted Lessee) upon discovery thereof Lessee and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by the Company (or, if a Lease is then in effect, or any Permitted Lessee) Lessee in any reasonable manner which does not materially adversely affect the Loan Trustee’s interest in the Aircraft, does not impair the Loan Trustee’s security interest or International Interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the Aircraft. In addition, Company (or any Permitted Lessee)the Company, at its own expense, may, or may permit a Permitted Lessee at its own expense to, from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as the Company (or any such Permitted Lessee) deems Lessee may deem desirable in the proper conduct of its business, including, without limitation, removal (without replacement) of Parts; , provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility utility, immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are shall have been removed that the Company (or such Permitted Lessee) Lessee deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentence. All Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of such alteration, modification or addition shall be free and clear of any Liens, other than Permitted Liens, and shall, without further act, be subject to the Lien of this Indenture. Notwithstanding the foregoing, the Company (or any Permitted Lessee) Lessee may, at any time, remove any Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such Engine at the time of delivery thereof to the Company or such Permitted Lessee or any Part in replacement of, or substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the first sentence of this Section 7.04(c) or Section 7.02(d) and (iii) can be removed from the Airframe or such Engine without materially diminishing the value or utility required to be maintained by the terms of this Indenture that the Airframe or such Engine would have had had such Part never been installed on the Airframe or such Engine. Upon the removal by the Company (or any Permitted Lessee) of any Part as permitted by this Section 7.04(c), such removed Part shall, without further act, be free and clear of all rights and interests of the Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunder. Upon request of the Company from time to time, the Loan Trustee shall execute and deliver to the Company instruments reasonably requested by Company an appropriate instrument confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in Parts of the Excluded Equipment. Notwithstanding the provisions of type permitted to be removed by this Section 7.04(c) may be leased from or financed by third parties other than the Loan Trustee. Notwithstanding any other term or condition provision of this Indenture, Company (may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Company or any Permitted Lessee) may from time Lessee or by third parties and leased or otherwise furnished to time install onCompany in the ordinary course of business (including pursuant to a conditional sale contract, a license or otherwise), and Company may remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title not replace) or permit to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if be removed (1) such equipment is Excluded Equipment and (2not replaced) the location affected same, and Loan Trustee shall not acquire a Lien thereon by virtue of such installation or otherwise, and the rights of the owners therein shall not constitute a default under this Indenture, it being acknowledged and agreed, however, that in no event shall the installation of any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs Passenger Convenience Equipment impair or otherwise affect the rights and remedies of installation, removal the Loan Trustee hereunder and replacement shall be the responsibility of Companyunder applicable law.

Alterations, Modifications and Additions. The Company will, or will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines as are may be required from time to time to meet the applicable requirements of the FAA or any applicable government of any other jurisdiction in which the Aircraft is may then be registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by provided that the Company (ormay, if a Lease is then in effectgood faith, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order contest the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) such requirement in any manner which that does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect the Loan Trustee’s interest in the AircraftCollateral. In addition, Company (or any Permitted Lessee)the Company, at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as the Company (or any Permitted Lessee) deems may deem desirable in the proper conduct of its business, including, without limitation, removal (without replacement) of Parts; , provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility utility, immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are shall have been removed that the Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentence. All Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of such alteration, modification or addition shall be free and clear of any Liens, other than Permitted Liens, and shall, without further act, be subject to the Lien of this Indenture. Notwithstanding the foregoing, the Company (or any Permitted Lessee) may, at any time, remove any Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such Engine at the time of delivery thereof to the Company or any Part in replacement of, or substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the first sentence of this Section 7.04(c) or Section 7.02(d) and (iii) can be removed from the Airframe or such Engine without materially diminishing the value or utility required to be maintained by the terms of this Indenture that the Airframe or such Engine would have had had such Part never been installed on the Airframe or such Engine. Upon the removal by the Company (or any Permitted Lessee) of any Part as permitted by this Section 7.04(c), such removed Part shall, without further act, be free and clear of all rights and interests of the Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunder. Upon request of the Company from time to time, the Loan Trustee shall execute and deliver to the Company instruments reasonably requested by Company an appropriate instrument confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Company.

Alterations, Modifications and Additions. Company willThe Owner shall, or will shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and the Engines each Engine as are may be required to be made from time to time to meet the applicable requirements standards of the FAA or any applicable government other Aviation Authority having jurisdiction over the operation of any other jurisdiction the Aircraft, to the extent made mandatory in which respect of the Aircraft is then registered(a “Mandatory Modification”); except for (i) immaterial provided however, that the Owner or a Permitted Lessee may, in good faith and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orappropriate procedure, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) contest the validity or application of any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not materially adversely affect Mortgagee’s interest in the Aircraft, does not impair the Mortgagee’s security interest or International Interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s or the interest in of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee or the Aircraftholder of any Equipment Note. In addition, Company (or any Permitted Lessee)the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an “Optional Modification”) as Company (the Owner or any such Permitted Lessee) deems Lessee may deem desirable in the proper conduct of its business, business including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that which Owner deems are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on in the Aircraft, Airframe or any such Engine. For ; provided, however, that no such Optional Modification shall (i) materially diminish the avoidance of doubtfair market value, Company may make alterations in the passenger configuration utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by this Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness except that such certificate of airworthiness temporarily may be replaced by an experimental certificate during the process of implementing and testing such alterations shall not be subject to Optional Modification and securing related FAA re-certification of the immediately preceding sentenceAircraft. All Parts incorporated or installed in or attached or added to the any Airframe or any Engine as the result of such any alteration, modification or addition shall, without further act, effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture. Notwithstanding ; provided that the foregoing, Company (Owner or any Permitted Lessee) Lessee may, at any time, remove any Part from time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if such Part: (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the such Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the such Airframe or such any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 7.04(c4.04(d) and (iii) such Part can be removed from the such Airframe or such any Engine without materially diminishing the value fair market value, utility or utility required to be maintained by the terms of this Indenture that the remaining useful life which such Airframe or such any Engine would have had at the time of removal had such removal not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part never had not been incorporated or installed on in or attached to the Aircraft, Airframe or such Engine. Upon the removal by Company (or any Permitted Lessee) the Owner of any such Part as permitted by above provided in this Section 7.04(c4.04(d), such removed Part title thereto shall, without further act, be free and clear of all rights of the Mortgagee and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a Part hereunder. Upon request of Company Removable Parts may be leased from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested or financed by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any third parties other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Companythan Mortgagee.

Alterations, Modifications and Additions. Company will, or will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines as are required from time to time to meet the applicable requirements of the FAA or any applicable government of any other jurisdiction in which the Aircraft is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by provided that Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any lawmay, rulein good faith, regulation or order contest the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) such requirement in any manner which that does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the Aircraft. In addition, Company (or any Permitted Lessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Company (or any Permitted Lessee) deems desirable in the proper conduct of its business, including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentence. All Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, be subject to the Lien of this Indenture. Notwithstanding the foregoing, Company (or any Permitted Lessee) may, at any time, remove any Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such Engine at the time of delivery thereof to Company or any Part in replacement of, or substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the first sentence of this Section 7.04(c) and (iii) can be removed from the Airframe or such Engine without materially diminishing the value or utility required to be maintained by the terms of this Indenture that the Airframe or such Engine would have had had such Part never been installed on the Airframe or such Engine. Upon the removal by Company (or any Permitted Lessee) of any Part as permitted by this Section 7.04(c), such removed Part shall, without further act, be free and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company an appropriate instrument confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Company.

Alterations, Modifications and Additions. Company willThe Owner shall, or will shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and the Engines each Engine as are may be required to be made from time to time to meet the applicable requirements standards of the FAA or any applicable government other Aviation Authority having jurisdiction over the operation of any other jurisdiction the Aircraft, to the extent made mandatory in which respect of the Aircraft is then registered(a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if Owner or a Lease is then in effect, any Permitted Lessee) upon discovery thereof Lessee and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, the Owner or any Permitted Lessee) Lessee in any reasonable manner which does not materially adversely affect the Indenture Trustee’s interest in the Aircraft, does not impair the Indenture Trustee’s security interest or International Interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s or the interest in of the AircraftIndenture Trustee therein or any material risk of material civil penalty or any material risk of criminal liability being imposed on the Indenture Trustee or the holder of any Equipment Note. In addition, Company (or any Permitted Lessee)the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an “Optional Modification”) as Company (the Owner or any such Permitted Lessee) deems Lessee may deem desirable in the proper conduct of its business, business including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish Parts which the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that Owner deems are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on in the Aircraft, Airframe or such Engine; provided, however, that no such Optional Modification shall (i) materially diminish the fair market value, utility, or useful life of the Aircraft or any EngineEngine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by this Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness except that such certificate of airworthiness temporarily may be replaced by an experimental certificate during the process of implementing and testing such Optional Modification and securing related FAA re-certification of the Aircraft. For the avoidance of doubt, Company Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentenceconstitute an Optional Modification. All Parts incorporated or installed in or attached or added to the any Airframe or any Engine as the result of such any alteration, modification or addition shall, without further act, effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture. Notwithstanding ; provided that the foregoing, Company (Owner or any Permitted Lessee) Lessee may, at any time, remove any Part from time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if such Part: (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the such Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the such Airframe or such any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 7.04(c4.04(d) and (iii) such Part can be removed from the such Airframe or such any Engine without materially diminishing the value fair market value, utility or utility required to be maintained by the terms of this Indenture that the remaining useful life which such Airframe or such any Engine would have had at the time of removal had such removal not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part never had not been incorporated or installed on in or attached to the Aircraft, Airframe or such Engine. Upon the removal by Company (or any Permitted Lessee) the Owner of any such Part as permitted by above provided in this Section 7.04(c4.04(d), such removed Part title thereto shall, without further act, be free and clear of all rights and interests of Loan the Indenture Trustee and the Lien of this Indenture and such Part shall no longer be deemed a Part hereunder. Upon request of Company Removable Parts may be leased from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested or financed by Company confirming third parties other than the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded EquipmentIndenture Trustee. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition provision of this Indenture, Company (Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee) may from time Lessee or by third parties and leased or otherwise furnished to time install onOwner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title not replace) or permit to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if be removed (1) such equipment is Excluded Equipment and (2not replaced) the location affected same, and Indenture Trustee shall not acquire a Lien thereon by virtue of such installation or otherwise, and the rights of the owners therein shall not constitute a default under this Trust Indenture, it being acknowledged and agreed, however, that in no event shall the installation of any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs Passenger Convenience Equipment impair or otherwise affect the rights and remedies of installation, removal the Indenture Trustee hereunder and replacement shall be the responsibility of Companyunder applicable law.

Alterations, Modifications and Additions. Company will, or The Grantor will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the such Airframe and the Engines each such Engine as are may be required from time to time to meet the applicable requirements of the FAA or any applicable government of any other jurisdiction in which the such Aircraft is may then be registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orprovided that the Grantor may, if a Lease is then in effectgood faith, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order contest the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) such requirement in any manner which that does not involve any material risk of sale, loss or forfeiture of the such Aircraft and does not materially adversely affect Loan the Trustee’s interest in the AircraftAircraft Collateral. In addition, Company the Grantor (or any Permitted Lessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the such Airframe or any such Engine as Company (or any Permitted Lessee) deems the Grantor may deem desirable in the proper conduct of its business, including, without limitation, removal (without replacement) of Parts; , provided that no such alteration, modification or addition shall materially diminish the value or utility of the such Airframe or such Engine below its value or utility utility, immediately prior to such alteration, modification or addition, assuming that the such Airframe or such Engine was then in the condition required to be maintained by the terms of this IndentureAircraft Security Agreement, except that the value (but not the utility) of the such Airframe or any such Engine may be reduced by the value of any such Parts that are shall have been removed that Company (or such Permitted Lessee) the Grantor deems obsolete or no longer suitable or appropriate for use on the such Airframe or any such Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentence. All Parts incorporated or installed in or attached or added to the such Airframe or any such Engine as the result of such alteration, modification or addition shall be free and clear of any Liens, other than Permitted Liens, and shall, without further act, be subject to the Lien of this IndentureAircraft Security Agreement. Notwithstanding the foregoing, Company the Grantor (or any Permitted Lessee) may, at any time, remove any Part from the such Airframe or any such Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the such Airframe or such Engine at the time of delivery thereof to Company the Grantor or any Part in replacement of, or substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to the such Airframe or such Engine pursuant to the first sentence of this Section 7.04(c6.03(c) or Section 6.01(d) and (iii) can be removed from the such Airframe or such Engine without materially diminishing the value or utility required to be maintained by the terms of this Indenture Aircraft Security Agreement that the such Airframe or such Engine would have had had such Part never been installed on the such Airframe or such Engine. Upon the removal by Company (or any Permitted Lessee) the Grantor of any Part as permitted by this Section 7.04(c6.03(c), such removed Part shall, without further act, be free and clear of the Lien of this Aircraft Security Agreement and of all rights and interests of Loan the Trustee (and the Lien of this Indenture other beneficiaries hereof) and shall no longer be deemed a Part hereunder. Upon request of Company the Grantor from time to time, Loan the Trustee shall execute and deliver to Company instruments reasonably requested by Company the Grantor an appropriate instrument confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of CompanySecurity Agreement.

Alterations, Modifications and Additions. Company will, or will cause a Permitted Lessee to, Borrower shall make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines Aircraft as are may be required to be made from time to time to meet the applicable requirements standards of the FAA or any applicable government other Aviation Authority having jurisdiction over the operation of any other jurisdiction the Aircraft, to the extent made mandatory in which respect of the Aircraft is then registered(a “Mandatory Modification”); except for (i) immaterial provided, that Borrower or a Permitted Lessee may, in good faith and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orappropriate procedure, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) contest the validity or application of any law, rule, regulation regulation, or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not adversely affect in any material respect Security Agent’s interest in the Aircraft and does not involve any material risk of sale, forfeiture, or loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s or the interest in the Aircraftof Security Agent or any Lender therein, or any material risk of criminal liability or material civil penalty being imposed on Security Agent or any Lender. In addition, Company (or any Permitted Lessee), Borrower at its own expense, cost and expense may from time to time add further parts or accessories and make or cause permit to be made such alterations and modifications in and additions to the Airframe or any Engine (each an “Optional Modification”) as Company (Borrower or any a Permitted Lessee) Lessee deems desirable in the proper conduct of its business, including, without limitation, including removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that which Borrower deems are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on in the Aircraft; provided, that no such Optional Modification shall (1) diminish the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility, or useful life immediately before such Optional Modification (assuming the Aircraft or such Engine was in the condition required by this Mortgage immediately before such Optional Modification), (2) impair the airworthiness of the Airframe or any the Engine. For , (3) involve structural modification to the avoidance of doubt, Company may make alterations in Airframe that would be inconsistent with the passenger configuration use of the Aircraft and such alterations as an aircraft in passenger configuration or (4) cause the Aircraft to cease to have the applicable standard certificate of airworthiness. Borrower or a Permitted Lessee shall not be subject to obtain all supplemental type certificates for any modification that is a major modification in accordance with the immediately preceding sentenceapplicable regulations of the FAA. All Except as otherwise provided herein, all Parts (other than Removable Parts) incorporated or installed in or attached or added to the Airframe or any Engine Aircraft as the a result of such alteration, modification or addition Optional Modification shall, without further act, be become subject to this Mortgage. Borrower or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Indenture. Notwithstanding the foregoing, Company (or any Permitted Lessee) may, at any timeMortgage, remove any such Part (such Part being referred to herein as a “Removable Part”) from the such Airframe or any an Engine if such Part: (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the such Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the such Airframe or such any Engine pursuant to Section 4.2(d) or the first sentence of this Section 7.04(c) 4.4(d), and (iii) such Part can be removed from the such Airframe or such any Engine without materially diminishing the value fair market value, utility, or utility required to be maintained by the terms of this Indenture that the remaining useful life which such Airframe or such any Engine would have had at the time of removal had such Part never removal not been installed on effected, assuming the Airframe or such Engine. Upon Aircraft was otherwise maintained in the removal by Company (or any Permitted Lessee) of any Part as permitted condition required by this Section 7.04(c), Mortgage and such removed Removable Part shall, without further act, had not been incorporated or installed in or attached to the Aircraft. No Removable Part shall be free and clear of all rights and interests of Loan Trustee and subject to the Lien of this Indenture Mortgage. Removable Parts may be leased from or financed by third parties other than Security Agent; provided, the Lien related to any such lease or financing shall not extend beyond the Removable Parts subject to such lease or financing. For the avoidance of any doubt, Security Agent and Borrower acknowledge and agree that any and all in-flight entertainment equipment (“IFE”) installed in the Aircraft (whether before or after delivery thereof) shall no longer be deemed to be a Removable Part for all purposes of this Mortgage, but only to the extent and for so long as such IFE is not owned by Borrower or is subject to lease or a secured financing arrangement by third parties other than Security Agent; provided, that: (1) the owner or financier of the IFE will have no lien on or against the Aircraft and no rights with respect to the Aircraft except the right to remove the IFE from such Aircraft if such owner, financier or Borrower repairs and restores the Aircraft as provided below; (2) prior to the installation of any IFE, Borrower shall provide Security Agent with the identity of the owner or financier of such IFE. Security Agent acknowledges that (i) the IFE will not constitute a Part hereunder. Upon request or a part of Company from time the Aircraft, and (ii) the IFE will not become subject to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this IndentureMortgage; and (3) such right of installation and removal is subject to and conditional upon any such owner or financier repairing or causing to be repaired any damage to the Aircraft in connection therewith and restoring both cosmetically and functionally those systems and fittings affected by the removal of such IFE and paying (and holding Security Agent and the Lenders harmless with respect to) all costs, expenses and liabilities in connection therewith. Loan Trustee acknowledges Security Agent further agrees that it has no interest in parts installed on the Excluded Equipment. Notwithstanding Engine (whether before or after delivery thereof) to increase the provisions thrust setting of any such Engine to a thrust setting greater than a B20 rating shall each be deemed to be a Removable Part for all purposes of this Section 7.04(c) or Mortgage; provided, however, that upon removal of any other term or condition such parts to reduce the thrust setting back to the B20 rating, the appropriate parts are installed to restore the affected Engine to the B20 rating; provided, further, that if it is necessary for operational reasons to reduce the thrust setting of any such Engine to a thrust setting below a B20 rating, then Parts removed for that purpose shall not be deemed to be Removable Parts and shall continue to be subject to the Lien of this Indenture, Company (Mortgage until such time as they have been reinstalled or any Permitted Lessee) may from time replaced by Parts which increase the thrust setting to time install on, and remove from, the Aircraft equipment that is owned by, leased to B20 or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Companyhigher.

Alterations, Modifications and Additions. Company willSubject to the provisions of Section 7(a) hereof, or and, in addition, so long as Lessor is maintaining the Aircraft pursuant to Exhibit E attached hereto, in compliance with Exhibit E attached hereto, Lessee, at its own expense, will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Serviced Engines as are may be required from time to time to meet the applicable requirements standards of the FAA or any applicable government of any other jurisdiction in which the Aircraft is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the AircraftGovernmental Authority having jurisdiction. In additionaddition and subject to the terms of Exhibit E hereto, Company (or any Permitted Lessee), at its own expense, may from time to time add further parts or accessories and make (or cause to be made made) such alterations and modifications in and additions to the Airframe or any Serviced Engine as Company (or any Permitted Lessee) deems Lessee may deem desirable in the proper conduct of its business, including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) which Lessee deems obsolete or no longer suitable or appropriate for use on in the Airframe or any Serviced Engine. For , PROVIDED that (i) no such alteration, modification, addition or removal shall diminish the avoidance fair market value, utility or remaining useful life of doubtthe Airframe or such Serviced Engine, Company may make alterations or impair the condition or airworthiness thereof below the value, utility, condition and airworthiness thereof immediately prior to such alteration, modification, addition or removal assuming the Airframe or such Serviced Engine was then of the value and utility and in the passenger configuration condition and airworthiness required to be maintained by the terms of this Lease; and (ii) no structural modification shall be made without the Aircraft and such alterations shall not be subject prior written consent of Lessor. Title to the immediately preceding sentence. All all Parts incorporated or installed in or attached or added to the Airframe or any Serviced Engine as the result of such alteration, modification or addition shall, without further act, be subject to the Lien of this Indenturevest in Lessor. Notwithstanding the foregoingforegoing sentence of this Section 7(h), Company (so long as no Default or any Permitted Lessee) Lessee Event of Default shall have occurred and be continuing, Lessee may, at any timetime during the Term, remove any Part from the Airframe or any Engine if such Part: , PROVIDED that (i) such Part is in addition to, and not in replacement of or substitution for, (x) any Part originally incorporated or installed in or attached to the Airframe or such any Serviced Engine at the time of delivery thereof to Company hereunder, or (y) any Part in replacement of, of or substitution for, for any such Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Airframe or such any Serviced Engine pursuant to the first sentence terms of this Section 7.04(c) 7(h), and (iii) such Part can be removed from the Airframe or such Serviced Engine without materially causing material damage to the Airframe or such Serviced Engine and without diminishing or impairing the value value, utility, condition or utility airworthiness required to be maintained by the terms of this Indenture that Lease which the Airframe or such Serviced Engine would have had at such time had such Part never been installed on the Airframe alteration, modification or such Engineaddition not occurred. Upon the removal by Company (or any Permitted Lessee) Lessee of any Part as permitted by this Section 7.04(c)provided in the immediately preceding sentence, such removed Part title thereto shall, without further act, be free vest in Lessee and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a part of the Airframe or such Serviced Engine from which it was removed. Any Part hereunder. Upon request not removed by Lessee as provided in such sentence prior to the return of Company from time the Airframe or such Serviced Engine to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment Lessor hereunder shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs property of installation, removal and replacement shall be the responsibility of CompanyLessor.

Alterations, Modifications and Additions. Company willLessee, or at its own expense, will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines as are may be required from time to time to meet the applicable requirements standards of the FAA or any applicable government of any other jurisdiction in which the Aircraft is then registeredgovernmental authority having jurisdiction; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company provided, however, that Lessee (or, if a Lease Sublease is then in effect, any Permitted LesseeSublessee) upon discovery thereof and (ii) may, in good faith, contest the validity or application of any such law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Lessor or, so long as any Secured Certificates are outstanding, the Indenture Trustee’s interest in the Aircraft. In addition, Company Lessee (or any Permitted LesseeSublessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Company Lessee (or any Permitted LesseeSublessee) deems may deem desirable in the proper conduct of its business, including, without limitation, removal of Parts which Lessee (without replacementor any Sublessee) of has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, "Obsolete Parts"); provided that no such alteration, modification or addition shall materially by more than a de minimis amount diminish the value value, utility or utility remaining useful life of the Airframe or such Engine below its value the value, utility or utility remaining useful life thereof immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this IndentureLease, except that the value (but not the utilityutility or remaining useful life) of the Airframe or any Engine may be reduced by the value of any such Obsolete Parts that are which shall have been removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on so long as the Airframe or any Engine. For the avoidance aggregate original cost of doubt, Company may make alterations in the passenger configuration of the Aircraft all Obsolete Parts which shall have been removed and such alterations not replaced shall not be subject exceed $200,000. Title to the immediately preceding sentence. All all Parts incorporated or installed in or attached or added to the Airframe or any an Engine as the result of such alteration, modification or addition (the "Additional Parts") shall, without further act, be subject to the Lien of this Indenturevest in Lessor. Notwithstanding the foregoingforegoing sentence, Company Lessee (or any Permitted LesseeSublessee) maymay remove or suffer to be removed any Additional Part, at any time, remove any provided that such Additional Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such any Engine pursuant to the terms of Section 7 hereof or the first sentence of this Section 7.04(cparagraph (c) and (iii) can be removed from the Airframe or such Engine without materially diminishing or impairing the value value, utility or utility required to be maintained by the terms of this Indenture that remaining useful life which the Airframe or such Engine would have had at the time of removal had such Part never been installed on the alteration, modification or addition not occurred, assuming that such Airframe or such EngineEngine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by Company Lessee (or any Permitted LesseeSublessee) of any Part as permitted by this Section 7.04(c)provided above, such removed Part title thereto shall, without further act, be free vest in Lessee (or any Sublessee, as the case may be) and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a part of the Airframe or Engine from which it was removed. Any Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested not removed by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company Lessee (or any Permitted LesseeSublessee) may from time as above provided prior to time install on, and remove from, the Aircraft equipment that is owned by, leased return of the Airframe or Engine to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment Lessor hereunder shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs property of installation, removal and replacement shall be the responsibility of CompanyLessor.

Alterations, Modifications and Additions. Company willLessee, or will cause a Permitted Lessee toat its own expense, shall make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines or any Engine or Propeller as are may be required to be made from time to time during the Term by Applicable Law regardless upon whom such requirements are, by their terms, nominally imposed. Title to meet all Parts incorporated on, installed in or attached or added to the applicable requirements Airframe or any Engine or Propeller as the result of any alteration, modification or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien of the FAA or any applicable government of any other jurisdiction in which the Aircraft is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the AircraftFinanciers. In addition, Company (or any Permitted Lessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe Airframe, any Engine or any Engine Propeller as Company (or any Permitted Lessee) deems Lessee may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") including, without limitation, removal of Parts (without replacementfor purposes of this Section 8(d) of called "Obsolete Parts"); provided that no such alteration, modification modification, addition or addition removal shall materially diminish the value or utility of the Airframe Airframe, such Engine or such Engine below its value Propeller, or utility impair the condition or airworthiness thereof immediately prior to such alteration, modification modification, addition or additionremoval assuming the Airframe, assuming that the Airframe such Engine or such Engine Propeller was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any EngineLease. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject Notwithstanding anything to the immediately preceding sentence. All Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of such alterationcontrary, modification or addition shall, without further act, be subject to the Lien of this Indenture. Notwithstanding the foregoing, Company (or any Permitted Lessee) Lessee may, at any timetime during the Term, remove any Part from the Airframe or any Engine if such Additional Part: ; provided that (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe Airframe, such Engine or such Engine Propeller at the time of delivery thereof to Company hereunder or any Part part in replacement of, or substitution for, any such Part, (ii) such Additional Part is not required to be incorporated or installed in or attached or added to the Airframe such Airframe, Engine or such Engine Propeller pursuant to the first sentence of this Section 7.04(c8(d) and (iii) such Additional Part can be removed from the Airframe Airframe, such Engine or such Engine Propeller without materially diminishing or impairing the value value, utility, condition or utility airworthiness required to be maintained by the terms of this Indenture that Lease which the Airframe Airframe, such Engine or such Engine Propeller would have had at such time had such Part never been installed on the Airframe or such Engineaddition not occurred. Upon the removal by Company (or any Permitted Lessee) Lessee of any Additional Part as provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 7.04(c8(d), such removed Part title thereto shall, without further act, be vest in Lessee, free and clear of all rights of Owner Participant any Financier, the Security Trustee, or Lessor as appropriate or any Lessor Liens and interests of Loan Trustee and the Lien of this Indenture and such Additional Part or Obsolete Part shall no longer be deemed a part of the Airframe, the Engine or Propeller from which it was removed. Title to any Additional Part hereunder. Upon request not removed by Lessee prior to the return of Company from time the Airframe, such Engine or such Propeller to time, Loan Trustee Lessor hereunder shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest vest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of CompanyLessor without further act.

Alterations, Modifications and Additions. Company willLessee, or will cause a Permitted Lessee toat its own cost and expense, shall make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and the Engines each Engine as are may be required from time to time to meet the applicable requirements standards of the FAA or any applicable government other governmental authority having jurisdiction and to maintain the FAA certificate of airworthiness for the Aircraft; provided, however, that Lessee may contest in good faith the validity or application of any other jurisdiction in which the Aircraft is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any such law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s Lessor's interest in the Aircraft; and provided, further, that Lessee's failure to make (or cause to be made) any such alterations or modifications shall not constitute noncompliance with the requirements of this Section 8.4 or a breach of Lessee's undertaking hereunder for so long a period as may be necessary to remedy such failure, if such failure can be remedied, so long as during such period Lessee is using due diligence and reasonable efforts to remedy such failure. In addition, Company (or any Permitted Lessee), at its own cost and expense, may may, from time to time add further parts or accessories and make (or cause to be made made) such alterations and modifications in and additions to the Aircraft, Airframe or any Engine as Company (or any Permitted Lessee) deems Lessee may deem desirable in the proper conduct of its business, including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) which Lessee deems obsolete or no longer suitable or appropriate for use on in the Aircraft, Airframe or any such Engine. For ; provided, however, that no such alteration, modification or addition shall, in Lessee's reasonable judgment, materially diminish the avoidance value or utility of doubtthe Aircraft, Company may make alterations Airframe or such Engine, or materially impair the condition or airworthiness thereof, below the value, utility, condition and airworthiness thereof immediately prior to such alteration, modification or addition assuming the Aircraft, Airframe or such Engine was then of the value and utility and in the passenger configuration condition and airworthiness required to be maintained by the terms of the Aircraft and such alterations shall not be subject this Lease. Title to the immediately preceding sentence. All all Parts incorporated or installed in or attached or added to the Aircraft, Airframe or any such Engine as the result of such alteration, modification or addition shall, without further act, be subject to the Lien of this Indenturevest in Lessor. Notwithstanding the foregoingforegoing sentence of this Section 8.4, Company (so long as no Lease Event of Default or any Permitted Lessee) Lease Default shall have occurred and be continuing, Lessee may, at any timetime during the Term, remove any Part from the Airframe or any Engine if such Part: (i) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated (or installed required by the provisions of this Lease to be incorporated) in or attached to the Aircraft, Airframe or such Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, of or substitution for, for SALE AND LEASE AGREEMENT 25 any such Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Aircraft, Airframe or such Engine pursuant to the first sentence terms of this Section 7.04(c) 8, and (iii) such Part can be removed from the Aircraft, Airframe or such Engine without materially diminishing or impairing the value value, utility, condition or utility airworthiness required to be maintained by the terms of this Indenture that Lease which the Aircraft, Airframe or such Engine would have had at such time had such Part never been installed on the Airframe alteration, modification or such Engineaddition not occurred. Upon the removal by Company (or any Permitted Lessee) Lessee of any Part as permitted by this Section 7.04(c)above provided, such removed Part title thereto shall, without further act, be free vest in Lessee and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a part of the Aircraft, Airframe or such Engine from which it was removed. Any Part hereunder. Upon request not removed by Lessee as above provided prior to the return of Company from time the Aircraft, Airframe or such Engine to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment Lessor hereunder shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs property of installation, removal and replacement shall be the responsibility of CompanyLessor.

Alterations, Modifications and Additions. Company willThe Owner shall, or will shall cause a Permitted Lessee to, at its own cost and expense, make (or cause to be made) such alterations and alterations, modifications in and additions to the Airframe and the Engines as are may be required from time to time to meet the applicable requirements standards of the FAA or any applicable government other Aviation Authority having jurisdiction over the operation of any other jurisdiction the Aircraft, to the extent made mandatory in which respect of the Aircraft is then registered; Aircraft, except for (i) immaterial and or non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if Owner or a Lease is then in effect, any Permitted Lessee) , as the case may be, upon discovery thereof and thereof, or (ii) any law, rule, regulation or order to the extent the validity or application of which any such Law or requirement is being contested in good faith by Company (or, if Owner or a Lease is then in effect, any Permitted Lessee) Lessee in any reasonable manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the AircraftLien of this Trust Indenture. In addition, Company (Owner may, or any may permit a Permitted Lessee), Lessee at its own expensecost and expense to, may from time to time add further parts or accessories alter the passenger (seating) configuration of the Aircraft and may make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Company the Owner (or any Permitted Lessee) deems may deem desirable in the proper conduct of its business, including, without limitation, including removal of Parts which the Owner (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) deems to be obsolete or no longer suitable or appropriate for use on the Airframe or any such Engine (such parts, “Obsolete Parts”); provided that no such alteration, modification, removal or addition impairs the condition or airworthiness of the Airframe or such Engine. For , or materially diminishes the avoidance value, utility and, in regard to the Airframe, remaining useful life (without regard to hours and cycles) of doubtthe Airframe or such Engine below the value, Company may make alterations utility or remaining useful life (without regard to hours and cycles) thereof immediately prior to such alteration, modification, removal or addition, assuming that the Airframe or such Engine is in the passenger configuration condition required hereunder. In addition, the value (but not the utility, condition or airworthiness) of the Aircraft and such alterations Airframe or any Engine may be reduced by the value, if any, of Obsolete Parts which shall not be subject to the immediately preceding sentencehave been removed. All Parts parts incorporated or installed in or attached or added to the Airframe or any an Engine as the result of such alteration, modification or addition (except those parts which are excluded from the definition of Parts or which the Owner has leased from others and Parts which may be removed by the Owner pursuant to the next sentence) (the “Additional Part” or “Additional Parts”) shall, without further act, be become subject to the Lien of this Trust Indenture. Notwithstanding the foregoing, Company Owner may remove (or and not replace) any Permitted Lessee) mayAdditional Part, at any time, remove any provided that such Additional Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, of or substitution for, for any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such any Engine pursuant to the terms of Section 4.04(a) or the first sentence of this Section 7.04(c) 4.04(d), and (iii) can be removed from the Airframe or such Engine without impairing the airworthiness of the Airframe or such Engine or materially diminishing the value value, utility and remaining useful life of the Airframe or utility required to be maintained by the terms of this Indenture that such Engine which the Airframe or such Engine would have had at such time had such Part never been installed on the Airframe alteration, modification or such Engineaddition not occurred. Upon the removal by Company (or any Permitted Lessee) of any Part thereof as permitted by this Section 7.04(c)provided above, such removed Part shall, without further act, Additional Parts shall no longer be free and clear of all rights and interests of Loan Trustee and subject to the Lien of this Trust Indenture and shall no longer or be deemed a Part hereunder. Upon request part of Company the Airframe or Engine from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that which it has no interest in the Excluded Equipmentwas removed. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition provision of this Indenture, Company (Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee) may from time Lessee or by third parties and leased or otherwise furnished to time install onOwner in the ordinary course of business, and Owner may remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title not replace) or permit to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if be removed (1) such equipment is Excluded Equipment and (2not replaced) the location affected same, and Mortgagee shall not acquire a Lien thereon by any virtue of such removalinstallation or otherwise, if damaged, is repaired prior to return, in and the rights of the owners therein shall not constitute a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Companydefault under this Trust Indenture.

Alterations, Modifications and Additions. Company willThe Owner shall, or will shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and the Engines each Engine as are may be required to be made from time to time to meet the applicable requirements standards of the FAA or any applicable government other Aviation Authority having jurisdiction over the operation of any other jurisdiction the Aircraft, to the extent made mandatory in which respect of the Aircraft is then registered(a “Mandatory Modification”); except for (i) immaterial provided however, that the Owner or a Permitted Lessee may, in good faith and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orappropriate procedure, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) contest the validity or application of any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not materially adversely affect Mortgagee’s interest in the Aircraft, does not impair the Mortgagee’s security interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s or the interest in of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee or the Aircraftholder of any Equipment Note. In addition, Company (or any Permitted Lessee)the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an “Optional Modification”) as Company (the Owner or any such Permitted Lessee) deems Lessee may deem desirable in the proper conduct of its business, business including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that which Owner deems are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on in the Aircraft, Airframe or any such Engine. For ; provided, however, that no such Optional Modification shall (i) materially diminish the avoidance of doubtfair market value, Company may make alterations in the passenger configuration utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by this Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness except that such certificate of airworthiness temporarily may be replaced by an experimental certificate during the process of implementing and testing such alterations shall not be subject to Optional Modification and securing related FAA re-certification of the immediately preceding sentenceAircraft. All Parts incorporated or installed in or attached or added to the any Airframe or any Engine as the result of such any alteration, modification or addition shall, without further act, effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture. Notwithstanding ; provided that the foregoing, Company (Owner or any Permitted Lessee) Lessee may, at any time, remove any Part from time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if such Part: (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the such Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the such Airframe or such any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 7.04(c4.04(d) and (iii) such Part can be removed from the such Airframe or such any Engine without materially diminishing the value fair market value, utility or utility required to be maintained by the terms of this Indenture that the remaining useful life which such Airframe or such any Engine would have had at the time of removal had such removal not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part never had not been incorporated or installed on in or attached to the Aircraft, Airframe or such Engine. Upon the removal by Company (or any Permitted Lessee) the Owner of any such Part as permitted by this Section 7.04(c)above provided, such removed Part title thereto shall, without further act, be free and clear of all rights of the Mortgagee and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a Part hereunder. Upon request of Company Removable Parts may be leased from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested or financed by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any third parties other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Companythan Mortgagee.

Alterations, Modifications and Additions. Company willThe Owner shall, or will shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and the Engines each Engine as are may be required to be made from time to time to meet the applicable requirements standards of the FAA or any applicable government other Aviation Authority having jurisdiction over the operation of any other jurisdiction the Aircraft, to the extent made mandatory in which respect of the Aircraft is then registered(a "Mandatory Modification"); except for (i) immaterial PROVIDED HOWEVER, that the Owner or a Permitted Lessee may, in good faith and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orappropriate procedure, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) contest the validity or application of any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not materially adversely affect Mortgagee's interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s or the interest in of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee or the Aircraftholder of any Equipment Note. In addition, Company (or any Permitted Lessee)the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an "Optional Modification") as Company (the Owner or any such Permitted Lessee) deems Lessee may deem desirable in the proper conduct of its business, business including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that which Owner deems are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on in the Aircraft, Airframe or any such Engine. For ; PROVIDED, HOWEVER, that no such Optional Modification shall (i) materially diminish the avoidance of doubtfair market value, Company may make alterations in the passenger configuration utility, or useful life of the Aircraft and or any Engine below its fair market value, utility or useful life immediately prior to such alterations shall not be subject Optional Modification (assuming the Aircraft or such Engine was in the condition required by the Trust Indenture immediately prior to such Optional Modification) or (ii) cause the immediately preceding sentenceAircraft to cease to have the applicable standard certificate of airworthiness. All Parts incorporated or installed in or attached or added to the any Airframe or any Engine as the result of such any alteration, modification or addition shall, without further act, effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture. Notwithstanding ; PROVIDED that the foregoing, Company (Owner or any Permitted Lessee) Lessee may, at any time, remove any Part from time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Part (such Part being referred to herein as a "REMOVABLE Part") from such Airframe or an Engine if such Part: (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the such Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the such Airframe or such any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 7.04(c4.04(d) and (iii) such Part can be removed from the such Airframe or such any Engine without materially diminishing the value fair market value, utility or utility required to be maintained by the terms of this Indenture that the remaining useful life which such Airframe or such any Engine would have had at the time of removal had such removal not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part never had not been incorporated or installed on in or attached to the Aircraft, Airframe or such Engine. Upon the removal by Company (or any Permitted Lessee) the Owner of any such Part as permitted by this Section 7.04(c)above provided, such removed Part title thereto shall, without further act, be free and clear of all rights of the Mortgagee and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a Part hereunder. Upon request of Company Removable Parts may be leased from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested or financed by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any third parties other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Companythan Mortgagee.

Alterations, Modifications and Additions. Company willLessee, or at its own expense, will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines as are may be required from time to time to meet the applicable requirements standards of the FAA or any applicable government regulatory agency or body of any other jurisdiction in which the Aircraft is may then registeredbe registered as permitted by Section 7(d) of the Participation Agreement; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company provided, however, that Lessee (or, if a Lease Sublease is then in effect, any Permitted LesseeSublessee) upon discovery thereof and (ii) may, in good faith, contest the validity or application of any such law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Lessor or, so long as any Equipment Notes are outstanding, the Indenture Trustee’s interest in the Aircraft. In addition, Company Lessee (or any Permitted LesseeSublessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Company Lessee (or any Permitted LesseeSublessee) deems may deem desirable in the proper conduct of its business, including, without limitation, removal of Parts which Lessee (without replacementor any Sublessee) of has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, "Obsolete Parts"); provided that no such alteration, modification or addition shall materially diminish the value value, utility or utility remaining useful life of the Airframe or such Engine below its value the value, utility or utility remaining useful life thereof immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this IndentureLease, except that the value (but not the utilityutility or remaining useful life) of the Airframe or any Engine may be reduced by the value of any such Obsolete Parts that are which shall have been removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on so long as the Airframe or any Engine. For the avoidance aggregate value of doubt, Company may make alterations in the passenger configuration of the Aircraft all Obsolete Parts which shall have been removed and such alterations not replaced shall not be subject exceed $750,000 in aggregate value at the time of removal. Title to the immediately preceding sentence. All all Parts incorporated or installed in or attached or added to the Airframe or any an Engine as the result of such alteration, modification or addition (except those parts which (x) Lessee has leased from others and (y) may be removed by Lessee pursuant to the next sentence (the "Additional Parts")) shall, without further act, be subject to the Lien of this Indenturevest in Lessor. Notwithstanding the foregoingforegoing sentence, Company Lessee (or any Permitted LesseeSublessee) maymay remove or suffer to be removed any Additional Part, at any time, remove any provided that such Additional Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such any Engine pursuant to the terms of Section 7 hereof or the first sentence of this Section 7.04(cparagraph (c) and (iii) can be removed from the Airframe or such Engine without materially diminishing or impairing the value value, utility or utility required to be maintained by the terms of this Indenture that remaining useful life which the Airframe or such Engine would have had at the time of removal had such Part never been installed on the Airframe alteration, modification or such Engineaddition not occurred. Upon the removal by Company Lessee (or any Permitted LesseeSublessee) of any Part as permitted by this Section 7.04(c)provided above, such removed Part title thereto shall, without further act, be free vest in Lessee (or any Sublessee, as the case may be) and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a part of the Airframe or Engine from which it was removed. Any Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested not removed by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company Lessee (or any Permitted LesseeSublessee) may from time as above provided prior to time install on, and remove from, the Aircraft equipment that is owned by, leased return of the Airframe or Engine to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment Lessor hereunder shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs property of installation, removal and replacement shall be the responsibility of CompanyLessor.

Alterations, Modifications and Additions. Company willThe Lessee, or will cause a Permitted Lessee toat its own expense, shall make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines any Engine as are may be required to be made from time to time during the Term by Applicable Law or in order to meet maintain the applicable insurance required under Section 9 regardless of upon whom such requirements of are, by their terms, nominally imposed; PROVIDED, that the FAA or any applicable government of any other jurisdiction Lessee may, in which the Aircraft is then registered; except for (i) immaterial good faith and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orappropriate procedure, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order contest the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) such standard in any reasonable manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s the interests of the Lessor and does not involve any non-de minimis risk of sale, forfeiture or loss of the Aircraft or the interest in the Aircraftof Owner Participant therein, any material risk of civil penalty or any risk of criminal liability being imposed on Lessor or Owner Participant. In addition, Company the Lessee (or any a Permitted LesseeSublessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or and any Engine as Company the Lessee (or any such Permitted LesseeSublessee) deems may deem desirable in the -15- proper conduct of its business, business including, without limitation, removal of Parts which Lessee (without replacementor such Permitted Sublessee) deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine so long as the aggregate value of Parts; provided such removed Parts (based on their value as of the Delivery Date) does not exceed $200,000, PROVIDED further that no such alteration, modification or addition shall materially diminish (i) diminishes the value, utility, estimated residual value or utility of (with respect to the Airframe only), condition, remaining useful life or airworthiness of such Airframe or Engine below its value the value, utility, estimated residual value, condition, remaining useful life or utility airworthiness thereof immediately prior to such alteration, modification or addition, assuming that the such Airframe or such Engine was then in the condition required to be maintained by the terms of this IndentureLease or (ii) causes the Aircraft to be limited use property, except that the value (but not the utility, estimated residual value, condition, remaining useful life or airworthiness) of the Airframe or any Engine Aircraft may be reduced by the value of any such Parts that are removed that Company which the Lessee (or such Permitted LesseeSublessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Enginehas removed as permitted above. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject Title to the immediately preceding sentence. All all Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of such any alteration, modification or addition effected by the Lessee (or a Permitted Sublessee) shall, without further act, be vest in the Lessor free and clear of any Liens except Permitted Liens and become subject to this Lease; provided that the Lien of this Indenture. Notwithstanding the foregoing, Company Lessee (or any such Permitted LesseeSublessee) may, at any timetime during the Term, remove any such Part from the Airframe or any an Engine if such Part: (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the such Airframe or such Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the such Airframe or such Engine pursuant to the terms of Section 5(d) or the first sentence of this Section 7.04(c7(d) or pursuant to the terms of any insurance policies required to be carried hereunder or under any Applicable Law and (iii) such Part can be removed from the such Airframe or such Engine without materially diminishing or impairing the value value, condition, utility, estimated residual value, remaining useful life or utility required to be maintained by the terms of this Indenture that the airworthiness which such Airframe or such Engine would have had at the time of removal had such Part never alteration, modification or addition not been installed on effected by the Airframe Lessee (or such EnginePermitted Sublessee) assuming the Aircraft was otherwise maintained in the condition required by this Lease. Upon the removal by Company the Lessee (or any such Permitted LesseeSublessee) of any such Part as permitted by this Section 7.04(c)above provided, such removed Part title thereto shall, without further act, be vest in the Lessee (or such Permitted Sublessee), in "as-is, where-is" condition, free and clear of all rights of the Lessor and interests of Loan Trustee any Lessor's Liens and the Lien of this Indenture and such Part shall no longer be deemed a Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested Any Part not removed by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company Lessee (or any a Permitted LesseeSublessee) may from time as above provided prior to time install on, and remove from, the Aircraft equipment that is owned by, leased return of the Airframe or respective Engine to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment the Lessor hereunder shall remain vested in Company, such Permitted Lessee, or the lessor or property of the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger serviceLessor; provided that all costs nothing in this Section 7(d) shall prohibit the Lessee (or a Permitted Sublessee) from removing any seats from the Aircraft (which seats while so removed shall remain in the possession of installation, removal and replacement the Lessee (or such Permitted Sublessee)) so long as the Aircraft when returned to the Lessor pursuant to Section 12 hereof shall be in the responsibility of Companycondition required thereby.

Alterations, Modifications and Additions. Company willThe Company, or will cause a Permitted Lessee toat its own cost and expense, shall make (or cause to be made) made such alterations and modifications in and additions to the Airframe and the Engines Equipment as are may be required from time to time to meet the applicable requirements of the FAA or any applicable government of any other governmental authority with jurisdiction over the Equipment and/or the Company's operations and aircraft; provided, however, that the Company may in which the Aircraft is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order good faith contest the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) such requirements in any reasonable manner which that does not adversely affect the priority or perfection of the Lien of this Security Agreement or the interests of the Agent in the Equipment or involve any material risk of liability or civil or criminal penalties imposed on or against the Agent and any material risk of the sale, forfeiture or loss or forfeiture of any of the Aircraft Equipment or any interest therein unless such sale, forfeiture or loss is effectively stayed. All alterations, modifications and does not materially adversely affect Loan Trustee’s interest in additions made pursuant to this Section 3.10 shall without further act secure the AircraftObligations. In addition, Company (or any Permitted Lessee)the Company, at its own cost and expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine Equipment as the Company (or any Permitted Lessee) deems may deem desirable in the proper conduct of its business, including, without limitation, removal (without replacement) of obsolete Parts; , provided that no such alteration, modification modification, addition or addition removal shall materially diminish impair the value or utility condition and (in the case of the Airframe or Engines) airworthiness of such Engine Equipment below its value or utility condition and airworthiness immediately prior to such alteration, modification modification, addition or additionremoval, assuming that the Airframe or such Engine Equipment was then in the condition and airworthiness required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any EngineSecurity Agreement. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentence. All Parts Each Part incorporated or installed in or attached or added to the Airframe or any Engine Equipment as the result of such any alteration, modification modification, removal or addition shall, made pursuant to this Section 3.10 shall without further act, be act become subject to the Lien of this IndentureSecurity Agreement. Notwithstanding the foregoing, in addition to the rights of the Company (or any Permitted Lessee) mayto make alterations, at any timemodifications and additions to the Equipment pursuant to the preceding paragraph, the Company may remove any such Part from the Airframe or any Engine if such Partif: (i) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached or added to the Airframe or such Engine at Equipment on the time Date of delivery thereof to Company Issuance or any Part in replacement of, or substitution for, any such Part, ; (ii) such Part is not required to be incorporated or installed in or attached or added to the Airframe or such Engine Equipment pursuant to the terms of Section 3.05 or the first sentence of this Section 7.04(c) 3.10; and (iii) such Part can be removed from the Airframe Equipment without impairing the condition or such Engine without materially diminishing airworthiness (in the value or utility case of Engines only) required to be maintained by the terms of this Indenture that Security Agreement assuming the Airframe or such Engine would have had had such Part never been installed on Equipment was then in the Airframe or such Enginecondition required to be maintained by the terms of this Security Agreement. Upon the removal by the Company (or any Permitted Lessee) of any Part as permitted by this Section 7.04(c), such removed Part shall, without further act, be free and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest as provided in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) preceding sentence or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Company.obsolete Part

Alterations, Modifications and Additions. Company willThe Company, or at its own expense, will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Airframe Airframes and the Engines as are may be required from time so as to time to meet the applicable requirements comply with all Applicable Laws of the FAA and to maintain the applicable standard Certificate of Airworthiness for such Aircraft, in each case, subject to the exception set forth in Clause 2.1(ii)(x); provided, however, that, the Company may, in good faith, contest the validity or any applicable government application of any other jurisdiction in which the Aircraft is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any such law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest the Mortgagee or any Lender or any of their respective interests in the Aircraftor to such Airframe or Engines or subject any such Person to risk of civil or criminal penalties. In addition, Company (or any Permitted Lessee)the Company, at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the any Airframe or any Engine as the Company (or any Permitted Lessee) deems may deem desirable in the proper conduct of its business, includingincluding removal of Parts which the Company deems to be obsolete or no longer suitable or appropriate for use on such Airframe or Engine (such parts, without limitation, removal (without replacement) of "Obsolete Parts"); provided that no such alteration, modification modification, removal or addition shall impairs the condition or airworthiness of such Airframe or Engine, or materially diminish (in the aggregate giving consideration to all prior alterations, modifications, removals or additions) diminishes the value or diminishes the utility and remaining useful life of such Airframe or Engine below the value or utility of the Airframe or such Engine below its value or utility thereof immediately prior to such alteration, modification modification, removal or addition, addition assuming that the such Airframe or such Engine was then in the condition required to be maintained by the terms of this IndentureMortgage. In addition, except that the value (but not the utility) of the any Airframe or any Engine may be reduced by the value of any such Obsolete Parts that are which shall have been removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on so long as the Airframe or any Engine. For the avoidance aggregate value of doubt, Company may make alterations in the passenger configuration of the Aircraft all Obsolete Parts which shall have been removed and such alterations not replaced shall not be subject to the immediately preceding sentenceexceed $500,000. All Parts incorporated or installed in or attached or added to the any Airframe or any Engine as the result of such alteration, modification or addition (except those parts which the Company is entitled to use pursuant to a lease, license or other similar arrangement with a third party and which may be removed by the Company pursuant to the next sentence) (the "Additional Parts") shall, without further act, be become subject to the Lien of this IndentureMortgage. Notwithstanding the foregoingforegoing sentence, the Company (or any Permitted Lessee) may, at any timeso long as no Event of Default shall have occurred and be continuing, remove or suffer to be removed any Additional Part, provided that such Additional Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the such Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, of or substitution for, for any such Part, (ii) is not required to be incorporated or installed in or attached or added to the any Airframe or such Engine pursuant to the terms of Article II hereof or the first sentence of this Section 7.04(c) 3.3, and (iii) can be removed from the any Airframe or such Engine without materially impairing the airworthiness or diminishing the value or utility required to be maintained by the terms of this Indenture that the such Airframe or Engine which such Airframe or Engine would have had at such time had such Part never been installed on the Airframe alteration, modification or such Engineaddition not occurred. Upon the removal by Company (or any Permitted Lessee) of any Part thereof as permitted by this Section 7.04(c)provided above, such removed Additional Part shall, without further act, shall no longer be free and clear of all rights and interests of Loan Trustee and subject to the Lien of this Indenture and shall no longer be Mortgage or deemed a Part hereunder. Upon request part of Company the Airframe or Engine from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that which it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Companywas removed.

Alterations, Modifications and Additions. Company will, or will cause a Permitted Lessee to, shall make (or cause to be made, at its own expense, such alterations and modifications in and additions to each Aircraft, Airframe and Engine as may be required from time to time to meet the standards of the FAA or other governmental authority (domestic or foreign) having jurisdiction and to enable the airworthiness certificate for the Aircraft to be maintained in good standing at all times under the applicable rules and regulations of the FAA and any other governmental authority having jurisdiction. In addition, upon written consent of Lessor, Lessee, at it own cost and expense, may, from time to time make such alterations and modifications in and additions to the Airframe and the Engines as are required from time to time to meet the applicable requirements of the FAA or any applicable government of any other jurisdiction in which the Aircraft is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orAircraft, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the Aircraft. In addition, Company (or any Permitted Lessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Company (or any Permitted Lessee) deems Lessee may deem desirable in the proper conduct of its business, including, including without limitation, removal (without replacement) of PartsParts which Lessee deems obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; provided provided, however, that no such alteration, modification or addition shall materially diminish the value value, remaining useful life, or utility of the Aircraft, Airframe or such Engine Engine, or impair the airworthiness thereof, below its value or utility the value, remaining useful life, utility, and airworthiness thereof immediately prior to such alteration, modification or additionaddition assuming the Aircraft, assuming that the Airframe or such Engine was then of the value or utility and in the condition required to be maintained by the terms of this IndentureLease. Title to all Parts on the Aircraft, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentence. All Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, be subject to the Lien of this Indenturevest in Lessor. Notwithstanding the foregoingforegoing sentence of this Section 8.4, Company (so long as no Lease Default or any Permitted Lessee) Lease Event of Default shall have occurred and be continuing, Lessee may, at any timetime during the Term, remove any Part from the Airframe or any Engine if such Part: (i) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the any Aircraft, Airframe or such Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, of or substitution for, for any such Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the such Aircraft, Airframe or such Engine pursuant to the first sentence terms of this Section 7.04(c) 8, and (iii) such Part can be removed from the such Aircraft, Airframe or such Engine without materially diminishing or impairing the value or utility airworthiness required to be maintained by the terms of this Indenture that Lease which the Aircraft, Airframe or such Engine would have had at such time had such Part never been installed on the Airframe alteration, modification or such Engineaddition not occurred. Upon the removal by Company (or any Permitted Lessee) Lessee of any Part as permitted by this Section 7.04(c)above provided, such removed Part title thereto shall, without further act, be free vest in Lessee and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a part of such Aircraft, Airframe or Engine from which it was removed. Any Part hereunder. Upon request not removed by Lessee as above provided prior to the return of Company from time such Aircraft, Airframe or Engine to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment Lessor hereunder shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs property of installation, removal and replacement shall be the responsibility of CompanyLessor.

Alterations, Modifications and Additions. Company will, or will cause a Permitted Lessee to, shall make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines Aircraft as are may be required from time to time to meet the applicable requirements standards of the FAA or any applicable government other Aviation Authority having jurisdiction over the operation of any other jurisdiction the Aircraft, to the extent made mandatory in which respect of the Aircraft is then registered(a "MANDATORY MODIFICATION"); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orPROVIDED, if a Lease is then in effect, that Lessee or any Permitted Lessee) upon discovery thereof Sublessee may, in good faith and (ii) by appropriate procedure, contest the validity or application of any law, rule, regulation regulation, or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not have more than a DE MINIMIS risk of adversely affecting Lessor's interest in the Aircraft (and, so long as any Equipment Notes are outstanding, the Mortgagee) and does not involve any material more than a DE MINIMIS risk of sale, forfeiture, or loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s or the interest in of any Participant therein, more than a DE MINIMIS risk of material civil penalty, or any risk of criminal liability being imposed on Lessor, Owner Participant, Mortgagee, or the Aircraftholder of any Equipment Note. In addition, Company (or any Permitted Lessee), at its own expense, Lessee may from time to time add further parts or accessories and make or cause permit to be made such alterations and modifications in and additions to the Airframe or any Engine Aircraft (each an "OPTIONAL MODIFICATION") as Company (Lessee or any Permitted Lessee) Sublessee deems desirable in the proper conduct of its business, including, without limitation, including removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that which Lessee deems are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration Aircraft (PROVIDED, that Lessee's right to remove obsolete Parts will be limited to Parts having an aggregate original cost not exceeding 1% of Lessor's Cost of the Aircraft and with Lessor having the right to request such alterations parts be shipped to Owner Participant upon removal at Lessee's expense; PROVIDED, that no such Optional Modification shall not be subject to (1) diminish the immediately preceding sentence. All Parts incorporated fair market value, estimated residual value, utility, or installed in or attached or added to economic useful life of the Airframe Aircraft or any Engine as below its fair market value, estimated residual value, utility, or economic useful life immediately before such Optional Modification (assuming the result of such alteration, modification or addition shall, without further act, be subject to the Lien of this Indenture. Notwithstanding the foregoing, Company (or any Permitted Lessee) may, at any time, remove any Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe Aircraft or such Engine at was in the time of delivery thereof to Company or any Part in replacement of, or substitution for, any such Part, (ii) is not condition required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the first sentence of this Section 7.04(c) and (iii) can be removed from the Airframe or such Engine without materially diminishing the value or utility required to be maintained by the terms of this Indenture that the Airframe or Lease immediately before such Engine would have had had such Part never been installed on the Airframe or such Engine. Upon the removal by Company (or any Permitted Lessee) of any Part as permitted by this Section 7.04(cOptional Modification), such removed Part shall, without further act, be free and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) cause the location affected by any such removalAircraft to cease to have the applicable standard airworthiness certificate, if damaged, is repaired prior or (3) cause the Aircraft to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs become "limited use property" within the meaning of installation, removal and replacement shall be the responsibility of CompanyRev. Proc.

Alterations, Modifications and Additions. Company willMortgagor, or will cause a Permitted Lessee toat its own cost and expense, shall make (or cause to be made) such alterations and modifications in and additions to the Airframe Aircraft and the Engines as are may be required from time to time to meet the all applicable requirements standards of the FAA Federal Aviation Administration or any applicable government of any other governmental authority having jurisdiction in which the Aircraft is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any manner which does not involve any material risk of sale, loss or forfeiture of over the Aircraft and does not materially adversely affect Loan Trustee’s interest in the AircraftEngines. In additionSo long as no Event of Default shall have occurred and be continuing, Company (or any Permitted Lessee)Mortgagor, at its own cost and expense, may and from time to time add further parts or accessories and time, may make or cause to be made such alterations and modifications in in, and additions to to, the Airframe or Aircraft and any Engine as Company (or any Permitted Lessee) deems Mortgagor may deem desirable in the proper conduct of its business; provided, including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe Aircraft or such Engine Engine, or impair the condition or airworthiness thereof, below its value the value, utility, condition or utility airworthiness thereof immediately prior to such alteration, modification or addition, addition assuming that the Airframe Aircraft or such Engine was then were measured by the value, utility and airworthiness, and in the condition and state of repair required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentencehereof. All Parts incorporated or installed in or attached to or added to the Airframe mortgaged Aircraft or any mortgaged Engine as the result of such any alteration, modification or addition shallshall conform to the requirements of Paragraph 3.2(a) hereof and, without further actact or deed, be shall become subject to the Lien lien of this IndentureMortgage and the international interest in favor of Collateral Agent. Notwithstanding the foregoingSo long as no Event of Default shall have occurred and be continuing, Company (or any Permitted Lessee) mayMortgagor, at any time, may remove any Part from the Airframe Aircraft or any Engine if such Part: Engines if: (i) such Part is in addition to, and not in replacement of of, or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such Engine at the time of delivery thereof to Company Aircraft or any Part in replacement of, or substitution for, any such Part, Engine; (ii) such Part is not required to be incorporated or installed in in, or attached or added to to, the Airframe Aircraft or such Engine pursuant to the first sentence terms of this Section 7.04(cParagraph 3.1(b), 3.1(c) and or Paragraph 3.2 hereof; and (iii) such Part can be readily removed from the Airframe Aircraft or such any Engine without materially diminishing or impairing the value or utility required to be maintained by value, utility, condition and airworthiness of the terms of this Indenture that the Airframe or such Engine would have had had such Part never been installed on the Airframe Aircraft or such Engine. Upon the removal by Company (or any Permitted Lessee) of any Part as permitted by this Section 7.04(c), such removed Part shall, without further act, be free and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior such Part shall cease to return, in be a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be "Part" within the responsibility of Companymeaning hereof.

Alterations, Modifications and Additions. The Company will, or will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the such Airframe and the Engines each such Engine as are may be required from time to time to meet the applicable requirements of the FAA or any applicable government of any other jurisdiction in which the such Aircraft is may then be registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by provided that the Company (ormay, if a Lease is then in effectgood faith, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order contest the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) such requirement in any manner which that does not involve any material risk of sale, loss or forfeiture of the such Aircraft and does not materially adversely affect Loan Trusteethe Security Agent’s interest in the AircraftAircraft Collateral. In addition, Company (or any Permitted Lessee)the Company, at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the such Airframe or any such Engine as the Company (or any Permitted Lessee) deems may deem desirable in the proper conduct of its business, including, without limitation, removal (without replacement) of Parts; , provided that no such alteration, modification or addition shall materially diminish the value or utility of the such Airframe or such Engine below its value or utility utility, immediately prior to such alteration, modification or addition, assuming that the such Airframe or such Engine was then in the condition required to be maintained by the terms of this IndentureAircraft Security Agreement, except that the value (but not the utility) of the such Airframe or any such Engine may be reduced by the value of any such Parts that are shall have been removed that the Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the such Airframe or any such Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentence. All Parts incorporated or installed in or attached or added to the such Airframe or any such Engine as the result of such alteration, modification or addition shall be free and clear of any Liens, other than Permitted Liens, and shall, without further act, be subject to the Lien of this IndentureAircraft Security Agreement. Notwithstanding the foregoing, the Company (or any Permitted Lessee) may, at any time, remove any Part from the such Airframe or any such Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the such Airframe or such Engine at the time of delivery thereof to the Company or any Part in replacement of, or substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to the such Airframe or such Engine pursuant to the first sentence of this Section 7.04(c) or Section 7.02(d) and (iii) can be removed from the such Airframe or such Engine without materially diminishing the value or utility required to be maintained by the terms of this Indenture Aircraft Security Agreement that the such Airframe or such Engine would have had had such Part never been installed on the such Airframe or such Engine. Upon the removal by the Company (or any Permitted Lessee) of any Part as permitted by this Section 7.04(c), such removed Part shall, without further act, be free and clear of the Lien of this Aircraft Security Agreement and of all rights and interests of Loan Trustee the Security Agent (and the Lien of this Indenture other beneficiaries hereof) and shall no longer be deemed a Part hereunder. Upon request of the Company from time to time, Loan Trustee the Security Agent (and, if the Company so requests, the Trustee) shall execute and deliver to the Company instruments reasonably requested by Company an appropriate instrument confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of CompanySecurity Agreement.

Alterations, Modifications and Additions. The Company will, or will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines as are required from time to time to meet the applicable requirements of the FAA or any applicable government of any other jurisdiction in which the Aircraft is then registered; , except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by the Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by the Company (or, if a Lease is then in effect, any Permitted Lessee) in any manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect the Loan Trustee’s interest in the Aircraft. The Company will install (or caused to be installed) as promptly as practicable after the Closing Date, if not yet so installed on the Closing Date, seats in such passenger configuration as the Company deems desirable in the proper conduct of its business and, upon such installation, such seats shall be deemed installed on the Airframe at the time of delivery thereof to the Company. In addition, the Company (or any Permitted Lessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as the Company (or any Permitted Lessee) deems desirable in the proper conduct of its business, including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that the Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, the Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentence. All Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, be subject to the Lien of this Indenture. Notwithstanding the foregoing, the Company (or any Permitted Lessee) may, at any time, remove any Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such Engine at the time of delivery thereof to the Company or any Part in replacement of, or substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the first sentence of this Section 7.04(c) and (iii) can be removed from the Airframe or such Engine without materially diminishing the value or utility required to be maintained by the terms of this Indenture that the Airframe or such Engine would have had had such Part never been installed on the Airframe or such Engine. Upon the removal by the Company (or any Permitted Lessee) of any Part as permitted by this Section 7.04(c), such removed Part shall, without further act, be free and clear of all rights and interests of the Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunder. Upon request of the Company from time to time, the Loan Trustee shall execute and deliver to the Company instruments reasonably requested by Company an appropriate instrument confirming the release of any such removed Part from the Lien of this Indenture. The Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, the Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to the Company (or any Permitted Lessee) (and title to such equipment shall remain vested in the Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of the Company.

Alterations, Modifications and Additions. Company willLessee, or at its own expense, will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines as are may be required from time to time to meet the applicable requirements standards of the FAA or any applicable government of any other jurisdiction in which the Aircraft is then registeredgovernmental authority having jurisdiction; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company provided, however, that Lessee (or, if a Lease Sublease is then in effect, any Permitted LesseeSublessee) upon discovery thereof and (ii) may, in good faith, contest the validity or application of any such law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Lessor or, so long as any Secured Certificates are outstanding, the Indenture Trustee’s interest in the Aircraft. In addition, Company Lessee (or any Permitted LesseeSublessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Company Lessee (or any Permitted LesseeSublessee) deems may deem desirable in the proper conduct of its business, including, without limitation, removal of Parts which Lessee (without replacementor any Sublessee) of has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, "Obsolete Parts"); provided that no such alteration, modification or addition shall materially diminish the value value, utility or utility remaining useful life of the Airframe or such Engine below its value the value, utility or utility remaining useful life thereof immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this IndentureLease, except that the value (but not the utilityutility or remaining useful life) of the Airframe or any Engine may be reduced by the value of any such Obsolete Parts that are which shall have been removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on so long as the Airframe or any Engine. For the avoidance aggregate value of doubt, Company may make alterations in the passenger configuration of the Aircraft all Obsolete Parts which shall have been removed and such alterations not replaced shall not be subject exceed [$400,000 for A319's] [$500,000 for 757's]. Title to the immediately preceding sentence. All all Parts incorporated or installed in or attached or added to the Airframe or any an Engine as the result of such alteration, modification or addition (the "Additional Parts") shall, without further act, be subject to the Lien of this Indenturevest in Lessor. Notwithstanding the foregoingforegoing sentence, Company Lessee (or any Permitted LesseeSublessee) maymay remove or suffer to be removed any Additional Part, at any time, remove any provided that such Additional Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such any Engine pursuant to the terms of Section 7 hereof or the first sentence of this Section 7.04(cparagraph (c) and (iii) can be removed from the Airframe or such Engine without materially diminishing or impairing the value value, utility or utility required to be maintained by the terms of this Indenture that remaining useful life which the Airframe or such Engine would have had at the time of removal had such Part never been installed on the alteration, modification or addition not occurred, assuming that such Airframe or such EngineEngine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by Company Lessee (or any Permitted LesseeSublessee) of any Part as permitted by this Section 7.04(c)provided above, such removed Part title thereto shall, without further act, be free vest in Lessee (or any Sublessee, as the case may be) and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a part of the Airframe or Engine from which it was removed. Any Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested not removed by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company Lessee (or any Permitted LesseeSublessee) may from time as above provided prior to time install on, and remove from, the Aircraft equipment that is owned by, leased return of the Airframe or Engine to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment Lessor hereunder shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs property of installation, removal and replacement shall be the responsibility of CompanyLessor.

Alterations, Modifications and Additions. Company willLessee, or will cause a Permitted Lessee toat its own expense, shall make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines Aircraft as are may be required from time to time to meet the applicable requirements standards of the FAA DAC or to comply with any applicable government of any other jurisdiction in which the Aircraft is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any lawLaw, rule, directive, mandatory bulletin, regulation or order of any Governmental Entity having jurisdiction over the validity Aircraft or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in manufacturer of the Aircraft, Engines or Parts. Lessee's records shall document the method and date of compliance with FAA requirements to the extent required for certification by the FAA under Part 129 (with no material variance, extension, carry-overs or deferrals). In addition, Company (or any Permitted Lessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Company (or any Permitted Lessee) deems desirable in the proper conduct of its businessAircraft, including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish diminishes the remaining warranty, value or utility utility, or impairs the condition or airworthiness, of the Airframe or such Engine below its value or utility immediately prior Aircraft. Title to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value all Parts (but not the utilityother than leased Parts) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentence. All Parts incorporated or installed in or attached or added to the Airframe or any Engine Aircraft as the result of such alteration, modification or addition shallshall vest immediately in Lessor and become subject to this Lease, without the necessity for any further actact of transfer, be subject to document or notice. In no event shall Lessor bear any liability or cost for any alteration, modification or addition to, or for any grounding or suspension of certification of, the Lien Aircraft, or for any loss of this Indenturerevenue arising therefrom. Notwithstanding the foregoing, Company (so long as no Default or any Permitted Lessee) mayEvent of Default shall be continuing, at any time, Lessee may remove any Part from the Airframe or any Engine if such Part: ; provided that (i) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe Aircraft or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or substitution for, for any such Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Airframe Aircraft or such Engine pursuant to the first sentence terms of this Section 7.04(c) Lease, and (iii) such Part can be removed from the Airframe Aircraft or such Engine without impairing or materially diminishing the value value, utility, condition or utility airworthiness required to be maintained by the terms of this Indenture Lease that the Airframe Aircraft or such Engine would have had at such time had such Part never Parts not been installed on the Airframe or and such Engineremoval not occurred. Upon the removal by Company (or any Permitted Lessee) Lessee of any Part as permitted by this Section 7.04(c)provided in the immediately preceding sentence, such removed Part title thereto shall, without further act, be free vest in Lessee and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a Part hereunder. Upon request part of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft or such Engine from which it was removed. Lessee shall make no material alterations, modifications or additions to the Aircraft (such as removal of galleys, lavatories, major avionics equipment or the like) that is owned bywould adversely affect the marketability of the Aircraft without Lessor's prior written consent. If Lessor grants such consent, leased to or conditionally sold to Company (or any Permitted Lessee) (and which shall not be unreasonably withheld, title to such equipment removed Parts shall remain vested in Company, with Owner and Lessor may request Lessee to reinstall such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired Parts prior to returntermination of this Lease, provided Lessor shall be responsible for the reasonable costs to store such Parts pending such re-installation. If Lessor requests Lessee to reinstall such Parts, title to the Parts removed shall vest in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all Lessee. All costs of installation, associated with such removal and replacement reinstallation shall be borne by Lessee. In addition to the responsibility of Companyforegoing, Lessee will not make any alterations, modifications or additions to the Aircraft or any Part that may adversely affect its ability to comply with Year 2000 Compliance (as defined in Section 5(a) hereof) in relation to the Aircraft or any Part.

Alterations, Modifications and Additions. Company willThe Company, or at its own expense, will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the any Airframe and the Engines or Engine as are may be required to be made from time to time to meet the applicable requirements standards of the FAA or any applicable government regulatory agency or body of any other jurisdiction in which the Aircraft is may then registeredbe registered as permitted by Section 3.2(e) hereof; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by PROVIDED, HOWEVER, that the Company (or, if a Lease is then in effect, or any Permitted Lessee) upon discovery thereof and (ii) may, in good faith, contest the validity or application of any such law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the AircraftCollateral Agent. In addition, the Company (or any Permitted Lessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the any Airframe or any Engine as the Company (or any Permitted such Lessee) deems may deem desirable in the proper conduct of its business, including, without limitation, removal of Parts which the Company (without replacementor such Lessee) of Partshas determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on such Airframe or Engine (such parts, "OBSOLETE PARTS"); provided PROVIDED that no such alteration, modification or addition shall materially diminish the value value, utility or utility remaining useful life of the such Airframe or such Engine below its value the value, utility or utility remaining useful life thereof immediately prior to such alteration, modification or addition, assuming that the such Airframe or such Engine was then in the condition required to be maintained by the terms of this IndentureMortgage, except that the value (but not the utilityutility or remaining useful life) of the any Airframe or any Engine may be reduced by the value of any such Obsolete Parts which have been removed so long as the aggregate value of all Obsolete Parts that are shall have been removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or and not replaced with respect to any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration Aircraft shall not exceed an amount equal to 1.5% of the Aircraft and Appraised Value of such alterations shall not be subject to the immediately preceding sentenceAircraft. All Parts incorporated or installed in or attached or added to the Airframe Airframes or any Engine the Engines as the result of such alteration, modification or addition shall, without further act, be (the "ADDITIONAL PARTS") shall become subject to the Lien of this IndentureMortgage. Notwithstanding the foregoingforegoing sentence, the Company (or any Permitted Lessee) maymay remove or suffer to be removed any Additional Part, at any time, remove any PROVIDED that such Additional Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the such Airframe or such Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or in substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to the such Airframe or such Engine pursuant to the terms of Section 3.2(a) or (c) hereof or the first sentence of this Section 7.04(c) 3.4(d), and (iii) can be removed from the such Airframe or such Engine without materially diminishing or impairing the value value, utility or utility remaining useful life which such Airframe or Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms of this Indenture that the Airframe or such Engine would have had had such Part never been installed on the Airframe or such Enginehereof. Upon the removal by the Company (or any Permitted Lessee) of any Part such part as permitted by this Section 7.04(c)above provided, such removed Part part shall, without further act, be free and clear of all rights of the Collateral Agent and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer not be deemed a Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Company.

Alterations, Modifications and Additions. Company willLessee, or will cause a Permitted Lessee toat its own expense, shall make (or cause to be made) such alterations and modifications in and additions to the Airframe Equipment, and shall perform all airworthiness directives issued by the Engines as Aeronautics Authority and all mandatory or alert service bulletins (and all service bulletins which are required to be performed to maintain the warranties for the Equipment) as may be issued from time to time time, to meet the applicable requirements of the FAA or any applicable government of any Manufacturer, the Engine manufacturer and the other jurisdiction vendors in which the Aircraft is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft Equipment and does not materially adversely affect Loan Trustee’s interest in the Aircraftstandards and airworthiness directives of the Aeronautics Authority or other governmental authority having jurisdiction. In addition, Company (or any Permitted Lessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine each Item of Equipment as Company (or any Permitted Lessee) deems Lessee may deem desirable in the proper conduct of its business, including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall addition: (i) materially diminish and adversely alters the value specification, structure or utility performance of the Airframe Aircraft, (ii) adversely affects the interchangeability or such Engine replaceability of Parts, (iii) invalidates any warranties applicable to the Aircraft, or (iv) in any other way diminishes the value, utility or useful life of any Item of Equipment or impairs the condition or airworthiness thereof below its value or utility the value, utility, useful life, condition and airworthiness thereof immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine Item of Equipment was then of the value, utility and useful life and in the condition and airworthiness required to be maintained by the terms of this IndentureLease. In addition to the foregoing, except that the value (but not the utility) of the Airframe Lessee must obtain Lessor's prior written consent to any alteration, modification or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on addition to the Airframe or any Engine, if the aggregate cost thereof exceeds $350,000. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject Title to the immediately preceding sentence. All all Parts incorporated or installed in or attached or added to the Airframe or any Engine Item of Equipment as the result of such any alteration, modification or addition shall, without further act, vest in Lessor; provided, however, that so long as no Event or Event of Default shall have occurred and be subject to the Lien of this Indenture. Notwithstanding the foregoing, Company (or any Permitted Lessee) maycontinuing, at any timetime during the Term in effect for an Item of Equipment, Lessee may remove any Part from the Airframe or any Engine if such Part: Item of Equipment, provided that (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the Airframe or such Engine Item of Equipment at the time of the delivery thereof to Company hereunder or any Part in replacement of, or substitution for, any such Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Airframe or such Engine Item of Equipment pursuant to the terms of Article 5(b) or 5(c) hereof or the first sentence of this Section 7.04(c) paragraph (c), and (iii) such Part can be removed from such Item of Equipment without causing any material damage thereto and without diminishing or impairing the Airframe value, utility, useful life, condition or airworthiness which such Engine without materially diminishing the value or utility required to be maintained by the terms Item of this Indenture that the Airframe or such Engine Equipment would have had at such time had such Part never been installed on the Airframe alteration, modification or such Engineaddition not occurred. Upon the removal by Company (or any Permitted Lessee) Lessee of any such Part as permitted by this Section 7.04(c)above provided, such removed Part title thereto shall, without further act, be free vest in Lessee and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a Part hereunder. Upon request Any Part not removed by Lessee as above provided prior to the return of Company from time the Item of Equipment to timeLessor hereunder shall remain the property of Lessor. In any event, Loan Trustee Lessor shall execute and deliver to Company instruments reasonably requested by Company confirming the release not bear any liability or cost for any alteration, modification, addition, or for any grounding or suspension of certification of any such removed Part from the Lien Item of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions Equipment or for loss of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Companyrevenue.

Alterations, Modifications and Additions. Company willExcept as provided elsewhere in this Agreement, or will cause a Permitted Lessee toLessee, at its own expense, shall make (or cause to be made) such alterations and alterations, modifications in and additions to the Airframe and the Engines Aircraft as are may be required from time to time to meet the applicable requirements standards of the FAA or to comply with any applicable government of any other jurisdiction in which the Aircraft is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any lawLaw, rule, directive, bulletin, regulation or order the validity of any Governmental Entity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in manufacturer of the Aircraft, Engines or Parts. In addition, Company (or any Permitted Lessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Company (or any Permitted Lessee) deems desirable in the proper conduct of its businessAircraft, including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish diminishes, in Lessor's sole opinion, the remaining warranty, value or utility utility, or impairs the condition or airworthiness, of the Airframe or such Engine below its value or utility immediately prior Aircraft. Title to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentence. All all Parts incorporated or installed in or attached or added to the Airframe or any Engine Aircraft as the result of such alteration, modification or addition shallshall vest immediately in Lessor and become subject to this Lease, without the necessity for any further act of transfer, document or notice. In no event shall Lessor bear any liability or cost for any alteration, modification or addition to, or for any grounding or suspension of certification of, the Aircraft, or for any loss of revenue arising therefrom and title such replacement parts shall vest, without further act, be subject in the Lessor free and clear of all rights of Lessee or any party claiming through Lessee. Lessee shall make no alterations, modifications or additions to the Lien Aircraft that would adversely affect the marketability of this Indenturethe Aircraft. Notwithstanding the foregoing, Company Lessee (or any Permitted LesseeSublessee) may, at its own cost and expense at any timetime during the Term, remove or cause to be removed any such Part from the Airframe or any an Engine if such Part: (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the such Airframe or such Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or in substitution for, any such original Part, and (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the first sentence of this Section 7.04(c) and (iii) Part can be removed from the such Airframe or such Engine without materially diminishing or impairing the value value, condition, utility or utility required to be maintained by the terms of this Indenture that the airworthiness which such Airframe or such Engine would have had at the time of removal had such Part never alteration, modification or addition not been installed on effected by Lessee (or Permitted Sublessee) assuming the Airframe or such EngineAircraft was otherwise maintained in the condition required by this Lease. Upon the removal by Company (or any Permitted Lessee) of any such Part as permitted by this Section 7.04(c)above provided, such removed Part shalltitle thereto shall vest, without further act, be in Lessee or, if such part has been removed by a Permitted Sublessee, in such Permitted Sublessee, free and clear of all rights of Lessor and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a Part hereunder. Upon request Any Part not removed as above provided prior to the return of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment Lessor hereunder shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs property of installation, removal and replacement shall be the responsibility of CompanyLessor.

Alterations, Modifications and Additions. Company willGrantors, or at their own expense, will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Airframe each Airframe, Engine and the Engines Spare Engine as are may be required to be made from time to time so as to meet the applicable requirements of the FAA or any applicable government of any other jurisdiction in which the Aircraft is then registered; except for (i) immaterial and non-recurring violations comply with respect to which corrective measures are being taken promptly by Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order of any Governmental Authority of any jurisdiction in which an Aircraft may then be registered or any Spare Engine may be located; provided, however, that a Grantor or any Permitted Lessee may, in good faith, and by appropriate proceedings contest the validity or application of which is being contested in good faith by Company (orany such law, if a Lease is then in effectrule, any Permitted Lessee) regulation or order in any manner which does not reasonable manner, subject any such Person to material risk of any civil or any criminal penalties, or involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the Aircrafttitle to any Airframe, Engine or Spare Engine. In addition, Company each Grantor (or any Permitted Lessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe any Airframe, Engine or any Spare Engine as Company a Grantor (or any Permitted Lessee) deems may deem desirable in the proper conduct of its business, including, without limitation, including removal (without replacement) of Parts which a Grantor (or any Permitted Lessee) deems to be obsolete or no longer suitable or appropriate for use on such Airframe, Engine or Spare Engine (such parts, “Obsolete Parts”); provided that no such alteration, modification modification, removal or addition shall materially diminish diminishes the fair market value or utility of the Airframe such Airframe, Engine or such Spare Engine below its the fair market value or utility thereof immediately prior to such alteration, modification modification, removal or additionaddition assuming such Airframe, assuming that the Airframe Engine or such Spare Engine was then in the condition required to be maintained by the terms of this IndentureMortgage. In addition, except that the fair market value (but not the utility) of the Airframe an Airframe, Engine or any Spare Engine may be reduced by the fair market value, if any, of Obsolete Parts which shall have been removed so long as the aggregate fair market value of all Obsolete Parts which shall have been removed and not replaced with respect to any such Parts that are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations Aircraft shall not exceed $500,000 in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentenceaggregate. All Parts incorporated or installed in or attached or added to the Airframe an Airframe, Engine or any Spare Engine as the result of such alteration, modification or addition (except those parts which are excluded from the definition of Parts or which may be removed by a Grantor pursuant to the next sentence) (the “Additional Parts”) shall, without further act, be become subject to the Lien of this IndentureMortgage. Notwithstanding the foregoingforegoing sentence, Company a Grantor (or any Permitted Lessee) may, at any timeits own expense, remove or suffer to be removed any Additional Part, provided that such Additional Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe such Airframe, Engine or such Spare Engine at the time of delivery thereof to Company or any Part in replacement of, of or substitution for, for any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe such Airframe, Engine or such Spare Engine pursuant to the first sentence of this Section 7.04(cparagraph (c) and (iii) can be removed from the Airframe such Airframe, Engine or such Spare Engine without materially diminishing the value or utility of such Airframe, Engine or Spare Engine which such Airframe, Engine or Spare Engine would have had at such time had such alteration, modification or addition not occurred, assuming that such Airframe, Engine or Spare Engine was in the condition and repair required to be maintained by the terms of this Indenture that the Airframe or such Engine would have had had such Part never been installed on the Airframe or such Enginehereof. Upon the removal by Company (or any Permitted Lessee) of any Part thereof as permitted by this Section 7.04(c)provided above, such removed Part shall, without further act, be free and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunderto be subject to the Lien of this Mortgage or part of such Airframe, Engine or Spare Engine from which it was removed. Upon request of Company a Grantor from time to time, Loan Trustee Collateral Agent shall execute and deliver to Company instruments reasonably requested by Company such Grantor an appropriate instrument confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of CompanyMortgage.

Alterations, Modifications and Additions. Company willThe Owner shall, or will shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and the Engines each Engine as are may be required to be made from time to time to meet the applicable requirements standards of the FAA or any applicable government other Aviation Authority having jurisdiction over the operation of any other jurisdiction the Aircraft, to the extent made mandatory in which respect of the Aircraft is then registered(a "Mandatory Modification"); except for (i) immaterial PROVIDED HOWEVER, that the Owner or a Permitted Lessee may, in good faith and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orappropriate procedure, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) contest the validity or application of any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not materially adversely affect Mortgagee's interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s or the interest in of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee or the Aircraftholder of any Equipment Note. In addition, Company (or any Permitted Lessee)the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an "Optional Modification") as Company (the Owner or any such Permitted Lessee) deems Lessee may deem desirable in the proper conduct of its business, business including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that which Owner deems are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on in the Aircraft, Airframe or any such Engine. For ; PROVIDED, HOWEVER, that no such Optional Modification shall (i) materially diminish the avoidance of doubtfair market value, Company may make alterations in the passenger configuration utility, or useful life of the Aircraft and or any Engine below its fair market value, utility or useful life immediately prior to such alterations shall not be subject Optional Modification (assuming the Aircraft or such Engine was in the condition required by the Trust Indenture immediately prior to such Optional Modification) or (ii) cause the immediately preceding sentenceAircraft to cease to have the applicable standard certificate of airworthiness. All Parts incorporated or installed in or attached or added to the any Airframe or any Engine as the result of such any alteration, modification or addition shall, without further act, effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture. Notwithstanding ; PROVIDED that the foregoing, Company (Owner or any Permitted Lessee) Lessee may, at any time, remove any Part from time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Part (such Part being referred to herein as a "REMOVABLE PART") from such Airframe or an Engine if such Part: (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the such Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the such Airframe or such any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 7.04(c4.04(d) and (iii) such Part can be removed from the such Airframe or such any Engine without materially diminishing the value fair market value, utility or utility required to be maintained by the terms of this Indenture that the remaining useful life which such Airframe or such any Engine would have had at the time of removal had such removal not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part never had not been incorporated or installed on in or attached to the Aircraft, Airframe or such Engine. Upon the removal by Company (or any Permitted Lessee) the Owner of any such Part as permitted by this Section 7.04(c)above provided, such removed Part title thereto shall, without further act, be free and clear of all rights of the Mortgagee and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a Part hereunder. Upon request of Company Removable Parts may be leased from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested or financed by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any third parties other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Companythan Mortgagee.

Alterations, Modifications and Additions. Company willLessee, or at its own expense, will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines as are may be required from time to time to meet the applicable requirements standards of the FAA or any applicable government regulatory agency or body of any other jurisdiction in which the Aircraft is may then registeredbe registered as permitted by Section 7(d) of the Participation Agreement; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company provided, however, that Lessee (or, if a Lease Sublease is then in effect, any Permitted LesseeSublessee) upon discovery thereof and (ii) may, in good faith, contest the validity or application of any such law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Lessor or, so long as any Equipment Notes are outstanding, the Indenture Trustee’s interest in the Aircraft. In addition, Company Lessee (or any Permitted LesseeSublessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Company Lessee (or any Permitted LesseeSublessee) deems may deem desirable in the proper conduct of its business, including, without limitation, removal of Parts which Lessee (without replacementor any Sublessee) of has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, "Obsolete Parts"); provided that no such alteration, modification or addition shall materially diminish the value value, utility or utility remaining useful life of the Airframe or such Engine below its value the value, utility or utility remaining useful life thereof immediately prior to such alteration, modification or additionaddition (it being agreed that the modification that makes an Engine a CFM 56-5B-5/P engine shall be deemed not to diminish the value, utility and remaining useful life of an Engine), assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this IndentureLease, except that the value (but not the utilityutility or remaining useful life) of the Airframe or any Engine may be reduced by the value of any such Obsolete Parts that are which shall have been removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on so long as the Airframe or any Engine. For the avoidance aggregate value of doubt, Company may make alterations in the passenger configuration of the Aircraft all Obsolete Parts which shall have been removed and such alterations not replaced shall not be subject exceed $350,000 in aggregate value at the time of removal. Title to the immediately preceding sentence. All all Parts incorporated or installed in or attached or added to the Airframe or any an Engine as the result of such alteration, modification or addition (except those parts which (x) Lessee has leased from others and (y) may be removed by Lessee pursuant to the next sentence (the "Additional Parts")) shall, without further act, be subject to the Lien of this Indenturevest in Lessor. Notwithstanding the foregoingforegoing sentence, Company Lessee (or any Permitted LesseeSublessee) maymay remove or suffer to be removed any Additional Part, at any time, remove any provided that such Additional Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such any Engine pursuant to the terms of Section 7 hereof or the first sentence of this Section 7.04(cparagraph (c) and (iii) can be removed from the Airframe or such Engine without materially diminishing or impairing the value value, utility or utility required to be maintained by the terms of this Indenture that remaining useful life which the Airframe or such Engine would have had at the time of removal had such Part never been installed on the Airframe alteration, modification or such Engineaddition not occurred. Upon the removal by Company Lessee (or any Permitted LesseeSublessee) of any Part as permitted by this Section 7.04(c)provided above, such removed Part title thereto shall, without further act, be free vest in Lessee (or any Sublessee, as the case may be) and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a part of the Airframe or Engine from which it was removed. Any Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested not removed by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company Lessee (or any Permitted LesseeSublessee) may from time as above provided prior to time install on, and remove from, the Aircraft equipment that is owned by, leased return of the Airframe or Engine to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment Lessor hereunder shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs property of installation, removal and replacement shall be the responsibility of CompanyLessor.

Alterations, Modifications and Additions. Company willMortgagor, or will cause a Permitted Lessee toat its own expense, shall make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines each Engine as are may be required to be made from time to time to meet comply with the applicable requirements rules and regulations of the FAA or any applicable government FAA, to maintain the Standard Certificate of any other jurisdiction in which Airworthiness for the Aircraft is then registeredand as otherwise required by applicable Law regardless of upon whom such requirements are, by their terms, nominally imposed; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orprovided that Mortgagor may, if a Lease is then in effectgood faith, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order contest the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) such standard in any reasonable manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the AircraftLien of this Agreement or subject Mortgagee or any Holder to any risk of civil or criminal penalty. In addition, Company (or any Permitted Lessee)Mortgagor, at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or and any Engine as Company (or any Permitted Lessee) deems Mortgagor may deem desirable in the proper conduct of its business, business (including, without limitation, removal (without replacement) of Parts; ), provided further that no such alteration, modification or addition shall materially diminish diminishes, in Mortgagee's reasonable judgment, the value value, utility, condition, airworthiness or utility remaining useful life of the Airframe or such Engine below its value the value, utility, condition, airworthiness or utility remaining useful life thereof immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this IndentureAgreement, except that the value (but not the utility, condition, airworthiness or remaining useful life) of the Airframe or any Engine Aircraft may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) which Mortgagor deems obsolete or no longer suitable or appropriate for use on in the Airframe or any Engine. For Engine which shall have been removed and not replaced, if the avoidance aggregate value of doubt, Company may make alterations in the passenger configuration of all such obsolete or unsuitable Parts removed from the Aircraft and such alterations not replaced shall not be subject to the immediately preceding sentenceexceed $500,000. All Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of such alteration, any alteration modification or addition shalleffected by Mortgagor shall be free and clear of any Liens except Permitted Liens and, without further act, be become subject to the Lien of this Indenture. Notwithstanding the foregoing, Company (or any Permitted Lessee) may, at any time, Agreement; provided that Mortgagor may remove any such Part from the Airframe or any Engine if such Part: (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the Airframe or such Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the first sentence of this Section 7.04(c) terms hereof and (iii) such Part can be removed from the Airframe or such Engine without materially diminishing or impairing the value value, condition, utility, airworthiness or utility required to be maintained by the terms of this Indenture that remaining useful life which the Airframe or such Engine would have had at the time of removal had such Part never alteration, modification or addition not been installed on effected by Mortgagor assuming the Airframe or such EngineAircraft was otherwise maintained in the condition required by this Agreement. Upon the removal by Company (or any Permitted Lessee) Mortgagor of any such Part as permitted by this Section 7.04(c)above provided, such removed Part title thereto shall, without further act, be free and clear of all rights of Mortgagee and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a Part hereunder. Upon request of Company from time to timeAny such Part not so removed shall, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from so long as the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this IndentureAgreement shall not have been discharged, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title remain subject to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of CompanyLien.

Alterations, Modifications and Additions. The Company willshall, or will shall cause a Permitted Lessee to, at its own cost and expense, make (or cause to be made) such alterations and alterations, modifications in and additions to the Airframe Airframes, Engines and the Spare Engines as are may be required from time to time to meet the applicable requirements standards of the FAA or any applicable government other Aviation Authority having jurisdiction over the operation of any other jurisdiction Aircraft, to the extent made mandatory in which the respect of such Aircraft is then registered; or Spare Engine, except for (i) immaterial and or non-recurring violations with respect to which corrective measures are being taken promptly by the Company (or, if or a Lease is then in effect, any Permitted Lessee) , as the case may be, upon discovery thereof and thereof, or (ii) any law, rule, regulation or order to the extent the validity or application of which any such Law or requirement is being contested in good faith by the Company (or, if or a Lease is then in effect, any Permitted Lessee) Lessee in any reasonable manner which does not involve any material risk of sale, loss or forfeiture of the such Aircraft or Spare Engine and does not materially adversely affect Loan Trustee’s interest in the AircraftLien of this C Mortgage. In addition, the Company (may, or any may permit a Permitted Lessee), Lessee at its own expensecost and expense to, may from time to time add further parts or accessories alter the passenger (seating) configuration of any Aircraft and may make or cause to be made such alterations and modifications in and additions to the Airframe any Airframe, Engine or any Spare Engine as the Company (or any Permitted Lessee) deems may deem desirable in the proper conduct of its business, including, without limitation, including removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish Parts which the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such any Permitted Lessee) deems to be obsolete or no longer suitable or appropriate for use on such Airframe, Engine or Spare Engine (such parts, “Obsolete Parts”); provided that no such alteration, modification, removal or addition impairs the condition or airworthiness of such Airframe, Engine or Spare Engine, or materially diminishes the value, utility and, in regard to any Airframe, remaining useful life (without regard to hours and cycles) of such Airframe or such Engine or Spare Engine below the value, utility or remaining useful life (without regard to hours and cycles) thereof immediately prior to such alteration, modification, removal or addition, assuming that such Airframe or such Engine or Spare Engine is in the condition required hereunder. In addition, the value (but not the utility, condition or airworthiness) of any Airframe or any Engine. For Engine or Spare Engine may be reduced by the avoidance value, if any, of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations Obsolete Parts which shall not be subject to the immediately preceding sentencehave been removed. All Parts parts incorporated or installed in or attached or added to the Airframe an Airframe, Engine or any Spare Engine as the result of such alteration, modification or addition (except those parts which are excluded from the definition of Parts or which the Company has leased from others and Parts which may be removed by the Company pursuant to the next sentence) (the “Additional Part” or “Additional Parts”) shall be free and clear of any Liens other than Permitted Liens and shall, without further act, be become subject to the Lien of this IndentureC Mortgage. Notwithstanding the foregoing, Company may remove (or and not replace) any Permitted Lessee) mayAdditional Part, at any time, remove any provided that such Additional Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the any Airframe or such any Engine or Spare Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, of or substitution for, for any such Part, (ii) is not required to be incorporated or installed in or attached or added to the any Airframe or such any Engine or Spare Engine pursuant to the terms of Section 3.04(a) or the first sentence of this Section 7.04(c) 3.04(d), and (iii) can be removed from the such Airframe or such Engine or Spare Engine without materially diminishing impairing the value or utility required to be maintained by the terms airworthiness of this Indenture that the such Airframe or such Engine or Spare Engine or materially diminishing the value, utility and remaining useful life of such Airframe or such Engine or Spare Engine which such Airframe or such Engine or Spare Engine would have had at such time had such Part never been installed on the Airframe alteration, modification or such Engineaddition not occurred. Upon the removal by Company (or any Permitted Lessee) of any Part thereof as permitted by this Section 7.04(c)provided above, such removed Part shall, without further act, Additional Parts shall no longer be free and clear of all rights and interests of Loan Trustee and subject to the Lien of this Indenture and shall no longer C Mortgage or be deemed a Part hereunder. Upon request part of Company the Airframe or Engine from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that which it has no interest in the Excluded Equipmentwas removed. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition provision of this Indenture, the Company (may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by the Company or any Permitted Lessee) may from time Lessee or by third parties and leased or otherwise furnished to time install onthe Company in the ordinary course of business, and the Company may remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title not replace) or permit to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if be removed (1) such equipment is Excluded Equipment and (2not replaced) the location affected same, and Collateral Agent shall not acquire a Lien thereon by any virtue of such removalinstallation or otherwise, if damaged, is repaired prior to return, in and the rights of the owners therein shall not constitute a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Companydefault under this C Mortgage.

Alterations, Modifications and Additions. The Company will, or will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines as are may be required from time to time to meet the applicable requirements of the FAA or any applicable government of any other jurisdiction in which the Aircraft is may then be registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by provided, however, that the Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any lawmay, rulein good faith, regulation or order contest the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) such requirement in any manner which that does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect the Loan Trustee’s 's interest in the Aircraft. In addition, the Company (or any Permitted Lessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as the Company (or any Permitted Lessee) deems may deem desirable in the proper conduct of its business, including, without limitation, removal (without replacement) of Parts; , provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility utility, immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that the Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentence. All Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, be subject to the Lien of this Indenture. Notwithstanding the foregoing, the Company (or any Permitted Lessee) may, at any time, remove any Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such Engine at the time of delivery thereof to the Company or any Part in replacement of, or substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the first sentence of this Section 7.04(c) and or (iii) can be removed from the Airframe or such Engine without materially diminishing the value or utility required to be maintained by the terms of this Indenture that the Airframe or such Engine would have had at such time had such Part never been installed on the Airframe or such Engineremoval not occurred. Upon the removal by the Company (or any Permitted Lessee) of any Part as permitted by this Section 7.04(c), such removed Part shall, without further act, be free and clear of all rights and interests of the Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunder. Upon request of the Company from time to time, the Loan Trustee shall execute and deliver to the Company instruments reasonably requested by Company an appropriate instrument confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Company.

Alterations, Modifications and Additions. Company will, or will cause a Permitted Lessee to, Borrower shall make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines Aircraft as are may be required to be made from time to time to meet the applicable requirements standards of the FAA or any applicable government other Aviation Authority having jurisdiction over the operation of any other jurisdiction the Aircraft, to the extent made mandatory in which respect of the Aircraft is then registered(a “Mandatory Modification”); except for (i) immaterial provided, that Borrower or a Permitted Lessee may, in good faith and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orappropriate procedure, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) contest the validity or application of any law, rule, regulation regulation, or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not adversely affect in any material respect Mortgagee’s interest in the Aircraft and does not involve any material risk of sale, forfeiture, or loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s or the interest in the Aircraftof Mortgagee or any Lender therein, or any material risk of material civil penalty or criminal liability being imposed on Mortgagee or any Lender. In addition, Company (or any Permitted Lessee), at its own expense, Borrower may from time to time add further parts or accessories and make or cause permit to be made such alterations and modifications in and additions to the Airframe or any Engine (each an “Optional Modification”) as Company (Borrower or any a Permitted Lessee) Lessee deems desirable in the proper conduct of its business, including, without limitation, including removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that which Borrower deems are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration Aircraft; provided, that no such Optional Modification shall (1) diminish the fair market value, utility, or useful life of the Aircraft and or any Engine below its fair market value, utility, or useful life immediately before such alterations shall not be subject Optional Modification (assuming the Aircraft or such Engine was in the condition required by this Mortgage immediately before such Optional Modification), or (2) cause the Aircraft to cease to have the immediately preceding sentenceapplicable standard certificate of airworthiness. All Except as otherwise provided herein, all Parts (other than Removable Parts) incorporated or installed in or attached or added to the Airframe or any Engine Aircraft as the a result of such alteration, modification or addition Optional Modification shall, without further act, be become subject to this Mortgage. Borrower or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Indenture. Notwithstanding the foregoing, Company (or any Permitted Lessee) may, at any timeMortgage, remove any such Part (such Part being referred to herein as a “Removable Part”) from the such Airframe or any an Engine if such Part: (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the such Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the such Airframe or such any Engine pursuant to Section 4.2(d) or the first sentence of this Section 7.04(c) 4.4(d), and (iii) such Part can be removed from the such Airframe or such any Engine without materially diminishing the value fair market value, utility, or utility required to be maintained by the terms of this Indenture that the remaining useful life which such Airframe or such any Engine would have had at the time of removal had such Part never removal not been installed on effected, assuming the Airframe or such Engine. Upon Aircraft was otherwise maintained in the removal by Company (or any Permitted Lessee) of any Part as permitted condition required by this Section 7.04(c), Mortgage and such removed Removable Part shall, without further act, had not been incorporated or installed in or attached to the Aircraft. No Removable Part shall be free and clear of all rights and interests of Loan Trustee and subject to the Lien of this Indenture Mortgage. Removable Parts may be leased from or financed by third parties other than Mortgagee. For the avoidance of any doubt, Mortgagee and Borrower acknowledge and agree that (x) any and all in-flight entertainment equipment installed in the Aircraft (whether before or after delivery thereof) shall no longer be deemed to be a Removable Part hereunder. Upon request for purposes of Company from time this Mortgage, (y) parts installed on the Engines (whether before or after delivery thereof) to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming increase the release thrust setting of any such removed Engine shall be deemed to be a Removable Part from the Lien for purposes of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(cMortgage and (y) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, winglets installed on the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in not constitute a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of CompanyRemovable Part.

Alterations, Modifications and Additions. Company willLessee (or, or will cause if a Permitted Lessee toSublease is then in effect, any Permitted Sublessee), shall, at its own cost and expense, make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines as are may be required from time to time to meet the applicable requirements standards of the FAA or any applicable government regulatory agency or body of any other jurisdiction in to which the Aircraft is may then registered; except for (i) immaterial be subject, and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orsuch other modifications, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof alterations and (ii) any law, rule, regulation improvements as do not decrease the fair market value utility or order the validity or application remaining useful life of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the Aircraft. In addition, Company (or any Permitted Lessee), at its own expense, may from time Title to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Company (or any Permitted Lessee) deems desirable in the proper conduct of its business, including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentence. All all Parts incorporated or installed in or attached or added to the Airframe or any an Engine as the result of such alteration, modification modification, removal or addition shall, without further act, be subject to the Lien of this Indenturevest in Lessor. Notwithstanding the foregoing, Company Lessee (or or, if any Permitted LesseeSublease is then in effect, any Permitted Sublessee) may, at any timetime during the Term, so long as no Event of Default has occurred and is continuing, remove or suffer to be removed any Part, provided that such Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, of or substitution for, for any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such any Engine pursuant to the terms of Section 7.2(a) or the first sentence of this Section 7.04(c) and 7.6, (iii) can be removed from the Airframe or such Engine without materially (A) causing material damage to the Airframe or such Engine (it being understood that Lessee shall repair any damage caused by a permitted removal), or (B) diminishing or impairing the value value, utility, condition, remaining useful life or utility airworthiness which the Airframe or such Engine would have had at such time had such alteration, modification, removal or addition not originally occurred, assuming such Airframe or such Engine was then of the value, utility, and remaining useful life and in the condition of airworthiness required to be maintained by the terms of this Indenture Lease, and (iv) was not paid for by Lessor; provided, however, that the Airframe or such Engine would have had had such Part never been installed on value of all parts removed pursuant to this sentence shall not exceed $100,000 in the Airframe or such Engineaggregate. Upon the removal by Company Lessee (or any Permitted LesseeSublessee) of any Part as permitted by this Section 7.04(c)provided above, such removed Part title thereto shall, without further act, be free vest in Lessee (or any Permitted Sublessee, as the case may be) and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a part of the Airframe or Engine from which it was removed. Any Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested not removed by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company Lessee (or any Permitted LesseeSublessee) may from time as above provided prior to time install on, and remove from, the Aircraft equipment that is owned by, leased return of the Airframe or Engine to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment Lessor hereunder shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs property of installation, removal and replacement shall be the responsibility of CompanyLessor.

Alterations, Modifications and Additions. Company willThe Owner shall, or will shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the each Aircraft, Airframe and the Engines Engine as are may be required to be made from time to time to meet the applicable requirements standards of the FAA or any applicable government other Aviation Authority having jurisdiction over the operation of any other jurisdiction such Aircraft, to the extent made mandatory in which respect of such Aircraft; provided however, that the Aircraft is then registered; except for (i) immaterial Owner or a Permitted Lessee may, in good faith and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orappropriate procedure, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) contest the validity or application of any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not materially adversely affect Mortgagee’s interest in such Aircraft, does not impair the Mortgagee’s security interest or International Interest in such Aircraft and does not involve any material risk of sale, forfeiture or loss of such Aircraft or forfeiture the interest of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the AircraftMortgagee therein, or any material risk of material civil penalty or any risk of criminal liability being imposed on Mortgagee or any Secured Party. In addition, Company (or any Permitted Lessee)the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the any Airframe or any Engine (each an “Optional Modification”) as Company (the Owner or any such Permitted Lessee) deems Lessee may deem desirable in the proper conduct of its business, business including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that which Owner deems are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the in such Aircraft, Airframe or any Engine. For ; provided, however, that no such Optional Modification shall (i) materially diminish the avoidance of doubtfair market value, Company may make alterations in the passenger configuration utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by this Mortgage immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness except that such certificate of airworthiness temporarily may be replaced by an experimental certificate during the process of implementing and testing such alterations shall not be subject to Optional Modification and securing related FAA re-certification of the immediately preceding sentenceAircraft. All Parts incorporated or installed in or attached or added to the any Airframe or any Engine as the result of such any alteration, modification or addition shall, without further act, effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Indenture. Notwithstanding Mortgage; provided that the foregoing, Company (Owner or any Permitted Lessee) Lessee may, at any time, remove any Part from time so long as the Airframe or any Engine is subject to the Lien of this Mortgage, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if such Part: (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the such Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the such Airframe or such any Engine pursuant to the terms of Section 2.02(d) or the first sentence of this Section 7.04(c2.04(d) and (iii) such Part can be removed from the such Airframe or such any Engine without materially diminishing the value fair market value, utility or utility required to be maintained by the terms of this Indenture that the remaining useful life which such Airframe or such any Engine would have had at the time of removal had such removal not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Mortgage and such Removable Part never had not been incorporated or installed on in or attached to the Aircraft, Airframe or such Engine. Upon the removal by Company (or any Permitted Lessee) the Owner of any such Part as permitted by above provided in this Section 7.04(c2.04(d), such removed Part title thereto shall, without further act, be free and clear of all rights of the Mortgagee and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a Part hereunder. Upon request of Company Removable Parts may be leased from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested or financed by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any third parties other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Companythan Mortgagee.

Alterations, Modifications and Additions. Company willLessee shall, or will cause a Permitted Lessee toat its own cost and expense, make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines as are may be required from time to time to meet the applicable requirements standards of the FAA or any applicable government regulatory agency or body of any other jurisdiction in to which the Aircraft may then be subject or the standards, specifications or requirements imposed by any Person for which Lessee is then registered; except for utilizing the Aircraft pursuant to a code share arrangement. All such alterations, modifications and additions shall be documented by any applicable FAA-approved Original Equipment Manufacturer (i"OEM") immaterial and nonService Bulletin, OEM Master Change or FAA-recurring violations with respect approved Supplemental Type Certificate, whichever is applicable under the Transportation Act and/or applicable FARs. Lessee shall not, without the prior written consent of Lessor, make any additions to which corrective measures are being taken promptly by Company or alterations or modifications (or, if including a Lease is then change in effect, any Permitted Lesseeconfiguration) upon discovery thereof and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft other than as expressly permitted by this Section 7.6 and does shall not materially adversely affect Loan Trustee’s interest in the Aircraft. In addition, Company (or make any Permitted Lessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Company (or any Permitted Lessee) deems desirable in the proper conduct of its business, including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or and/or addition shall materially diminish the value or utility expressly permitted by this Section 7.6 without giving Lessor reasonable prior notice of the Airframe or same. Such notice shall contain a detailed description of the work scope of such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that alteration or modification and the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) name of the Airframe or any Engine may proposed maintenance facility that shall complete the work, each of which work scope and maintenance facility shall be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Enginereasonably acceptable to Lessor. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject Title to the immediately preceding sentence. All all Parts incorporated or installed in or attached or added to the Airframe or any an Engine as the result of any such alteration, modification modification, removal or addition shall, without further act, be vest in Lessor and become subject to the Lien of this IndentureLease. Notwithstanding the foregoing, Company Lessee (or or, if any Permitted LesseeSublease is then in effect, the sublessee) may, at any timetime during the Term, so long as no Notified Default has occurred and is continuing, remove or suffer to be removed any Part, provided that such Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, of or substitution for, for any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such any Engine pursuant to the terms of Section 7.2(a) or the first sentence of this Section 7.04(c) and 7.6, (iii) can be removed from the Airframe or such 24 Engine without materially (A) causing material damage to the Airframe or such Engine (it being understood that Lessee shall repair any damage caused by a permitted removal), or (B) diminishing or impairing the value value, utility, condition, remaining useful life or utility airworthiness which the Airframe or such Engine would have had at such time had such alteration, modification, removal or addition not originally occurred, assuming such Airframe or such Engine was then of the value, utility, and remaining useful life and in the condition of airworthiness required to be maintained by the terms of this Indenture Lease, and (iv) was not paid for by Lessor; provided, however, that the Airframe or such Engine would have had had such Part never been installed on original cost of all parts removed pursuant to this sentence shall not exceed $150,000 in the Airframe or such Engineaggregate. Upon the removal by Company Lessee (or any a sublessee pursuant to a Permitted LesseeSublease) of any Part as permitted by this Section 7.04(c)provided above, such removed Part title thereto shall, without further act, be free vest in Lessee (or the sublessee pursuant to a Permitted Sublease, as the case may be) and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a part of the Airframe or Engine from which it was removed. Any Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested not removed by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company Lessee (or any sublessee pursuant to a Permitted LesseeSublease) may from time as above provided prior to time install on, and remove from, the Aircraft equipment that is owned by, leased return of the Airframe or Engine to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment Lessor hereunder shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs property of installation, removal and replacement shall be the responsibility of CompanyLessor.

Alterations, Modifications and Additions. Company will, or will cause a Permitted Lessee to, shall make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines Aircraft as are may be required from time to time to meet the applicable requirements standards of the FAA or any applicable government other Aviation Authority having jurisdiction over the operation of any other jurisdiction the Aircraft, to the extent made mandatory in which respect of the Aircraft is then registered(a "MANDATORY MODIFICATION"); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orPROVIDED, if a Lease is then in effect, that Lessee or any Permitted Lessee) upon discovery thereof Sublessee may, in good faith and (ii) by appropriate procedure, contest the validity or application of any law, rule, regulation regulation, or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not involve any material have more than a DE MINIMIS risk of sale, loss or forfeiture of adversely affecting Lessor's interest in the Aircraft and does not materially adversely affect Loan Trustee’s involve more than a DE MINIMIS risk of sale, forfeiture, or loss of the Aircraft or the interest in the Aircraftof Owner Participant therein, more than a DE MINIMIS risk of material civil penalty, or any risk of criminal liability being imposed on Lessor or Owner Participant. In addition, Company (or any Permitted Lessee), at its own expense, Lessee may from time to time add further parts or accessories and make or cause permit to be made such alterations and modifications in and additions to the Airframe or any Engine Aircraft (each an "OPTIONAL MODIFICATION") as Company (Lessee or any Permitted Lessee) Sublessee deems desirable in the proper conduct of its business, including, without limitation, including removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that which Lessee deems are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration Aircraft (PROVIDED, that Lessee's right to remove obsolete Parts will be limited to Parts having an aggregate original cost not exceeding 1% of Lessor's Cost of the Aircraft and with Lessor having the right to request such alterations parts be shipped to Owner Participant upon removal at Lessee's expense; PROVIDED, that no such Optional Modification shall not be subject to (1) diminish the immediately preceding sentence. All Parts incorporated fair market value, estimated residual value, utility, or installed in or attached or added to economic useful life of the Airframe Aircraft or any Engine as below its fair market value, estimated residual value, utility, or economic useful life immediately before such Optional Modification (assuming the result of such alteration, modification or addition shall, without further act, be subject to the Lien of this Indenture. Notwithstanding the foregoing, Company (or any Permitted Lessee) may, at any time, remove any Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe Aircraft or such Engine at was in the time of delivery thereof to Company or any Part in replacement of, or substitution for, any such Part, (ii) is not condition required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the first sentence of this Section 7.04(c) and (iii) can be removed from the Airframe or such Engine without materially diminishing the value or utility required to be maintained by the terms of this Indenture that the Airframe or Lease immediately before such Engine would have had had such Part never been installed on the Airframe or such Engine. Upon the removal by Company (or any Permitted Lessee) of any Part as permitted by this Section 7.04(cOptional Modification), such removed Part shall, without further act, be free and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) cause the location affected by any such removalAircraft to cease to have the applicable standard airworthiness certificate, if damaged, is repaired prior or (3) cause the Aircraft to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs become "limited use property" within the meaning of installation, removal and replacement shall be the responsibility of CompanyRev. Proc.

Alterations, Modifications and Additions. Company will, or The Borrower will cause a Permitted Lessee to, make (or cause to be made) such alterations and alterations, modifications in and additions to the Airframe Airframes and the Engines as are may be required from time to time to meet the applicable requirements standards of the FAA or any applicable government of any other jurisdiction in which the Aircraft is then registered; except for FAA, subject to clauses (i2)(a)(i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the AircraftSection 3.01. In addition, Company (or any Permitted Lessee), at its own expense, the Borrower may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Company (or any Permitted Lessee) deems the Borrower may deem desirable in the proper conduct of its business, including, without limitation, including removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish Parts which the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required Borrower deems to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any such Engine. For ; provided that no such alteration, modification, removal or addition impairs the avoidance condition or airworthiness of doubtthe Airframe or such Engine, Company may make alterations or diminishes the value, utility and remaining useful life of the Airframe or such Engine below the value, utility or remaining useful life thereof immediately prior to such alteration, modification, removal or addition, assuming that the Airframe or such Engine is in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentencecondition required hereunder. All Parts parts incorporated or installed in or attached or added to the Airframe or any an Engine as the result of such alteration, modification or addition (except those parts described in Section 4.04 hereof which the Borrower has leased from others and Parts which may be removed by the Borrower pursuant to the next sentence) (the "Additional Part" or "Additional Parts") shall, without further act, be become subject to the Lien of this IndentureMortgage. Notwithstanding the foregoing, Company (or any Permitted Lessee) may, at any time, the Borrower may remove any Additional Part, provided that such Additional Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, of or substitution for, for any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such any Engine pursuant to the terms of Article III hereof or the first sentence of this Section 7.04(c) 4.03, and (iii) can be removed from the Airframe or such Engine without materially impairing the airworthiness of the Airframe or such Engine or diminishing the value value, utility and remaining useful life of the Airframe or utility required to be maintained by the terms of this Indenture that such Engine which the Airframe or such Engine would have had at such time had such Part never been installed on the Airframe alteration, modification or such Engineaddition not occurred. Upon the removal by Company (or any Permitted Lessee) of any Part thereof as permitted by this Section 7.04(c)provided above, such removed Part shall, without further act, Additional Parts shall be deemed free and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of CompanyMortgage.

Alterations, Modifications and Additions. Company will, Grantor shall make or will cause a Permitted Lessee to, make (or shall cause to be made) made such alterations and modifications in and additions to the Airframe Aircraft and the Engines as are may be required from time to time to meet the applicable requirements of the FAA or any applicable government the Applicable Foreign Jurisdiction and to maintain the certificate of any other jurisdiction in which the Aircraft is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the Aircraftairworthiness therefor. In addition, Company (the Grantor may make or any Permitted Lessee), at its own expense, may cause to be made from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Company (or any Permitted Lessee) deems desirable in the proper conduct of its business, including, without limitation, removal (without replacement) of PartsGrantor may deem desirable; provided that no each such alteration, modification and addition is readily removable from the Aircraft or such Engine or that such alteration, modification or addition shall materially not diminish the value value, utility or utility condition of the Airframe Aircraft or such any Engine below its value the value, utility or utility condition thereof immediately prior to such alteration, modification or addition, assuming that the Airframe Aircraft or such Engine was then of the value or utility and in the condition required to be maintained by the terms of this IndentureMortgage; and provided, except further, that no such, alteration, modification or addition shall cause the value (but not the utility) airworthiness certification or other license, registration or authorization of the Airframe Aircraft or any Engine may to cease to be reduced by in good standing under the value of any such Parts that are removed that Company (FAA Act or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentenceApplicable Foreign Aviation Law. All Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, be subject to the Lien of created under this IndentureMortgage. Notwithstanding the foregoingforegoing sentence of this Section 3.4(j), Company (so long as no Event of Default shall have occurred and be continuing, the Grantor may remove or any Permitted Lessee) may, at any time, remove may cause to be removed any Part from the Airframe or any Engine if (A) such Part: (i) Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated in the Aircraft or installed in or attached to the Airframe or such any Engine at the time of delivery thereof to Company or any Part in replacement of, of or substitution for, for any such PartPart or such Part is obsolete or no longer useful in the operation of the Aircraft or any Engine, (iiB) such Part is not required to be incorporated or installed in or attached or added to the Airframe Aircraft or such any Engine pursuant to the first sentence terms of this Section 7.04(c) 3.4, and (iiiC) such Part can be removed from the Airframe Aircraft or such Engine without materially diminishing the value or utility required to be maintained by the terms of this Indenture that the Airframe or such Engine would have had had such Part never been installed on the Airframe or such Enginecausing any material damage thereto. Upon the removal by Company (or any Permitted Lessee) of any Part as permitted by this Section 7.04(c)provided above, such removed Part shall, without further act, shall be free and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part released from the Lien of created under this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of CompanyMortgage.

Alterations, Modifications and Additions. Company willThe Lessee, or will cause a Permitted Lessee toat its own expense, shall make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines any Engine as are may be required to be made from time to time during the Term by Applicable Law or in order to meet maintain the applicable insurance required under Section 9 regardless of upon whom such requirements of are, by their terms, nominally imposed; PROVIDED, that the FAA or any applicable government of any other jurisdiction Lessee may, in which the Aircraft is then registered; except for (i) immaterial good faith and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orappropriate procedure, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order contest the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) such standard in any reasonable manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s the interests of the Lessor and does not involve any non-de minimis risk of sale, forfeiture or loss of the Aircraft or the interest in the Aircraftof Owner Participant therein, any material risk of civil penalty or any risk of criminal liability being imposed on Lessor or Owner Participant. In addition, Company the Lessee (or any a Permitted LesseeSublessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or and any Engine as Company the Lessee (or any such Permitted LesseeSublessee) deems may deem desirable in the proper conduct of its business, business including, without limitation, removal of Parts which Lessee (without replacementor such Permitted Sublessee) deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine so long as the aggregate value of Parts; provided such removed Parts (based on their value as of the Delivery Date) does not exceed $200,000, PROVIDED further that no such alteration, modification or addition shall materially diminish (i) diminishes the value, utility, estimated residual value or utility of (with respect to the Airframe only), condition, remaining useful life or airworthiness of such Airframe or Engine below its value the value, utility, estimated residual value, condition, remaining useful life or utility airworthiness thereof immediately prior to such alteration, modification or addition, assuming that the such Airframe or such Engine was then in the condition required to be maintained by the terms of this IndentureLease or (ii) causes the Aircraft to be limited use property, except that the value (but not the utility, estimated residual value, condition, remaining useful life or airworthiness) of the Airframe or any Engine Aircraft may be reduced by the value of any such Parts that are removed that Company which the Lessee (or such Permitted LesseeSublessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Enginehas removed as permitted above. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject Title to the immediately preceding sentence. All all Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of such any alteration, modification or addition effected by the Lessee (or a Permitted Sublessee) shall, without further act, be vest in the Lessor free and clear of any Liens except Permitted Liens and become subject to this Lease; provided that the Lien of this Indenture. Notwithstanding the foregoing, Company Lessee (or any such Permitted LesseeSublessee) may, at any timetime during the Term, remove any such Part from the Airframe or any an Engine if such Part: (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the such Airframe or such Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the such Airframe or such Engine pursuant to the terms of Section 5(d) or the first sentence of this Section 7.04(c7(d) or pursuant to the terms of any insurance policies required to be carried hereunder or under any Applicable Law and (iii) such Part can be removed from the such Airframe or such Engine without materially diminishing or impairing the value value, condition, utility, estimated residual value, remaining useful life or utility required to be maintained by the terms of this Indenture that the airworthiness which such Airframe or such Engine would have had at the time of removal had such Part never alteration, modification or addition not been installed on effected by the Airframe Lessee (or such EnginePermitted Sublessee) assuming the Aircraft was otherwise maintained in the condition required by this Lease. Upon the removal by Company the Lessee (or any such Permitted LesseeSublessee) of any such Part as permitted by this Section 7.04(c)above provided, such removed Part title thereto shall, without further act, be vest in the Lessee (or such Permitted Sublessee), in "as-is, where-is" condition, free and clear of all rights of the Lessor and interests of Loan Trustee any Lessor's Liens and the Lien of this Indenture and such Part shall no longer be deemed a Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested Any Part not removed by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company Lessee (or any a Permitted LesseeSublessee) may from time as above provided prior to time install on, and remove from, the Aircraft equipment that is owned by, leased return of the Airframe or respective Engine to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment the Lessor hereunder shall remain vested in Company, such Permitted Lessee, or the lessor or property of the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger serviceLessor; provided that all costs nothing in this Section 7(d) shall prohibit the Lessee (or a Permitted Sublessee) from removing any seats from the Aircraft (which seats while so removed shall remain in the possession of installation, removal and replacement the Lessee (or such Permitted Sublessee)) so long as the Aircraft when returned to the Lessor pursuant to Section 12 hereof shall be in the responsibility of Companycondition required thereby.

Alterations, Modifications and Additions. Company willThe Owner shall, or will shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and the Engines each Engine as are may be required to be made from time to time to meet the applicable requirements standards of the FAA or any applicable government other Aviation Authority having jurisdiction over the operation of any other jurisdiction the Aircraft, to the extent made mandatory in which respect of the Aircraft is then registered(a "Mandatory Modification"); except for (i) immaterial PROVIDED HOWEVER, that the Owner or a Permitted Lessee may, in good faith and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orappropriate procedure, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) contest the validity or application of any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not materially adversely affect Mortgagee's interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s or the interest in of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee or the Aircraftholder of any Equipment Note. In addition, Company (or any Permitted Lessee)the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an "Optional Modification") as Company (the Owner or any such Permitted Lessee) deems Lessee may deem desirable in the proper conduct of its business, business including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that which Owner deems are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on in the Aircraft, Airframe or any such Engine. For ; PROVIDED, HOWEVER, that no such Optional Modification shall (i) materially diminish the avoidance of doubtfair market value, Company may make alterations in the passenger configuration utility, or useful life of the Aircraft and or any Engine below its fair market value, utility or useful life immediately prior to such alterations shall not be subject Optional Modification (assuming the Aircraft or such Engine was in the condition required by the Trust Indenture immediately prior to such Optional Modification) or (ii) cause the immediately preceding sentenceAircraft to cease to have the applicable standard certificate of airworthiness. All Parts incorporated or installed in or attached or added to the any Airframe or any Engine as the result of such any alteration, modification or addition shall, without further act, effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture. Notwithstanding ; PROVIDED that the foregoing, Company (Owner or any Permitted Lessee) Lessee may, at any time, remove any Part from time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Part (such Part being referred to herein as a "REMOVABLE PART") from such Airframe or an Engine if such Part: (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the such Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the such Airframe or such any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 7.04(c4.04(d) and (iii) such Part can be removed from the such Airframe or such any Engine without materially diminishing the value fair market value, utility or utility required to be maintained by the terms of this Indenture that the remaining useful life which such Airframe or such any Engine would have had at the time of removal had such Part never removal not been installed on effected by the Airframe or such EngineOwner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture. Upon the removal by Company (or any Permitted Lessee) the Owner of any such Part as permitted by this Section 7.04(c)above provided, such removed Part title thereto shall, without further act, be free and clear of all rights of the Mortgagee and interests of Loan Trustee and the Lien of this Indenture and such Part shall no longer be deemed a Part hereunder. Upon request of Company Removable Parts may be leased from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested or financed by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any third parties other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Companythan Mortgagee.

Alterations, Modifications and Additions. Company will(a) Lessee, at its own expense, shall promptly make or will cause a Permitted Lessee toensure or allow the making of such alterations, make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines Aircraft as are may be required from time to time to meet the applicable requirements standards of the FAA or to comply with any applicable government of any other jurisdiction in which the Aircraft is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any lawmandatory Law, rule, directive, bulletin, notice, regulation or order of any Governmental Entity having jurisdiction over the Aircraft; PROVIDED that Lessee may in good faith and by appropriate procedure, contest the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) such standard in any reasonable manner which does not materially and adversely affect the interests of the Lessor or Beneficiary and does not involve any material risk of sale, forfeiture or loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s or the interest in of the Aircraft. In additionLessor or Beneficiary therein, Company (any material risk of civil penalty or any Permitted discernable risk of criminal liability being imposed on Lessor or Beneficiary. (b) So long as no Specified Default has occurred and is continuing, Lessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and other alterations, modifications in and additions to the Airframe Aircraft, subject to the following conditions and limitations: (i) Lessee may not make any such alteration, modification or any Engine as Company (or any Permitted Lessee) deems desirable addition in the proper conduct of its business, including, without limitation, removal (without replacementa manner that would prevent it from complying with Section 1(b) of Parts; provided that EXHIBIT D-1 or EXHIBIT D-2, as applicable; (ii) no such alteration, modification or addition shall materially diminish diminishes the remaining warranty status, value or utility utility, or impairs the condition or airworthiness, of the Airframe or such Engine below its value or utility immediately prior Aircraft; (iii) title to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentence. All all Parts incorporated or installed in or attached or added to the Airframe or any Engine Aircraft as the a result of such alteration, modification or addition shallshall vest immediately in Lessor and become subject to this Lease, without the necessity for any further actact of transfer, document or notice (iv) Lessee shall only make such alterations, modifications and additions in the same manner and with the same care as are made in the case of similar aircraft of the same make and model as the Aircraft owned by or operated by or on behalf of Lessee, without discrimination (as compared to other similar aircraft owned or operated by Lessee; PROVIDED that Lessee shall be deemed to be in compliance with this Section 9.02(b)(iv) with respect to any alteration or modification made to the Aircraft to meet the operational requirements of any code share party under a code share or other similar arrangement that is also made to other aircraft leased or owned by Lessee that are subject to code sharing or similar arrangements with such code share party; and (v) No such alteration, modification or addition shall cause the Lien of this Indenture. Notwithstanding the foregoingAircraft to be limited use property, Company but without limiting Lessee's right to remove Parts pursuant to Section 9.01(f). (c) In no event shall Lessor bear any liability or cost for any Permitted Lessee) mayalteration, at any time, remove any Part from the Airframe modification or any Engine if such Part: (i) is in addition to, and not in replacement or for any grounding or suspension of operations or substitution for, any Part originally incorporated or installed in or attached to of the Airframe or such Engine at the time of delivery thereof to Company or any Part in replacement certification of, or substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the first sentence of this Section 7.04(c) and (iii) can be removed from the Airframe or such Engine without materially diminishing the value or utility required to be maintained by the terms of this Indenture that the Airframe or such Engine would have had had such Part never been installed on the Airframe or such Engine. Upon the removal by Company (or any Permitted Lessee) of any Part as permitted by this Section 7.04(c), such removed Part shall, without further act, be free and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted LesseeAircraft, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by for any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs loss of installation, removal and replacement shall be the responsibility of Companyrevenue arising therefrom.

Alterations, Modifications and Additions. Company will, or The Borrower will cause a Permitted Lessee to, make (or cause to be made) such alterations and alterations, modifications in and additions to the Airframe and the Engines as are may be required from time to time to meet the applicable requirements standards of the FAA or any applicable government other regulatory agency or body of any other the jurisdiction in which the Aircraft is then registered; may be registered except for when (i) immaterial the Aircraft is being temporarily stored and non-recurring violations with respect to which corrective measures are being taken promptly by Company (oris not operational, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any lawall Bombardier Model _________ aircraft of comparable vintage and/or configuration have been grounded by the FAA, rule, regulation or order (iii) the validity or application of which requirement to make such Mandatory Modification is being contested in good faith and by Company (or, if a Lease is then in effect, any Permitted Lessee) in any manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does appropriate proceedings so long as such proceedings do not materially adversely affect Loan Trustee’s the Indenture Trustee or its interest in the Aircraft. In addition, Company (or any Permitted Lessee)the Borrower, at its own expense, expense may from time to time add further parts make (or accessories and make or cause permit a Lessee to be made make) such alterations and modifications in and additions to the Airframe or any Engine (each, an “Optional Modification”) as Company (or any Permitted Lessee) deems the Borrower may deem desirable in the proper conduct of its business, including, without limitation, including removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish Parts which the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company Borrower (or such Permitted Lessee) deems to be obsolete or no longer suitable or appropriate for use on the Airframe or any such Engine (“Obsolete Parts”); provided that no such alteration, modification, removal or addition impairs the condition or airworthiness of the Airframe or such Engine. For , or materially diminishes the avoidance value, utility and remaining useful life of doubtthe Airframe or such Engine below the value, Company may make alterations utility or remaining useful life thereof immediately prior to such Optional Modification (assuming the Airframe or such Engine was in the passenger configuration of the Aircraft and condition required by this Trust Indenture immediately prior to such alterations shall not be subject to the immediately preceding sentenceOptional Modification). All Parts parts incorporated or installed in or attached or added to the Airframe or any an Engine as the result of such alteration, modification or addition (except those parts which the Borrower has leased from others and Parts which may be removed by the Borrower pursuant to the next sentence) (the “Additional Part” or “Additional Parts”) shall, without further act, be become subject to the Lien of this Trust Indenture. Notwithstanding the foregoing, Company the Borrower (or any Permitted Lessee) may, at any time, may remove any Additional Part, provided that such Additional Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such any Engine at the time of delivery thereof to Company hereunder or any Part in replacement of, of or substitution for, for any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such any Engine pursuant to the terms of Article III hereof or the first sentence of this Section 7.04(c) 4.03, and (iii) can be removed from the Airframe or such Engine without impairing the airworthiness of the Airframe or such Engine or materially diminishing the value value, utility and remaining useful life of the Airframe or utility such Engine required to be maintained by the terms of pursuant to this Indenture that which the Airframe or such Engine would have had at such time had such removal not occurred and such Additional Part never had not been incorporated or installed on in or attached to the Airframe or such any Engine. Upon the removal by Company (Borrower or any Permitted Lessee) a Lessee of any Removable Part or Obsolete Part as permitted by this Section 7.04(c)above provided, such removed Part shall, without further act, be free and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunder. Upon request hereunder and shall be free and clear of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Trust Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Company.

Alterations, Modifications and Additions. The Company willshall, or will shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the each Aircraft, Airframe and the Engines Engine as are may be required to be made from time to time to meet the applicable requirements standards of the FAA or any applicable government other Aviation Authority having jurisdiction over the operation of any other jurisdiction such Aircraft, to the extent made mandatory in which respect of such Aircraft; provided, however, that the Aircraft is then registered; except for (i) immaterial Company or a Permitted Lessee may, in good faith and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orappropriate procedure, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) contest the validity or application of any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any reasonable manner which does not materially adversely affect the Collateral Agent’s interest in such Aircraft and does not involve any material risk of sale, forfeiture or loss of such Aircraft or forfeiture the interest of the Aircraft and does not materially adversely affect Loan Trustee’s interest in Collateral Agent therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on the AircraftCollateral Agent or any other Secured Party. In addition, Company (or any Permitted Lessee)the Company, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the any Airframe or any Engine (each an “Optional Modification”) as the Company (or any such Permitted Lessee) deems Lessee may deem desirable in the proper conduct of its business, business including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish Parts which the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the in such Airframe or any Engine. For ; provided, however, that no such Optional Modification shall (i) materially diminish the avoidance fair market value, utility or useful life of doubtsuch Aircraft or Engine below its fair market value, Company may make alterations utility or useful life immediately prior to such Optional Modification (assuming such Aircraft or Engine was in the passenger configuration condition required by the Mortgage and this Agreement immediately prior to such Optional Modification) or (ii) cause such Aircraft to cease to have the applicable standard certificate of airworthiness except that such certificate of airworthiness temporarily may be replaced by an experimental certificate during the Aircraft process of implementing and testing such alterations shall not be subject to the immediately preceding sentenceOptional Modification and securing related FAA re-certification of such Aircraft. All Parts incorporated or installed in or attached or added to the any Airframe or any Engine as the result of such any alteration, modification or addition shall, without further act, effected by the Company shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Indenture. Notwithstanding the foregoing, Mortgage; provided that the Company (or any Permitted Lessee) Lessee may, at any timetime so long as such Airframe or Engine is subject to the Lien of the Mortgage, remove any such Part (such Part being referred to herein as a “Removable Part”) from the such Airframe or any Engine if such Part: (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the such Airframe or such Engine at the time of original delivery thereof to Company by the manufacturer or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the such Airframe or such Engine pursuant to the terms of Section 3.02(d) or the first sentence of this Section 7.04(c3.04(d) and (iii) such Part can be removed from the such Airframe or such Engine without materially diminishing the value fair market value, utility or utility required to be maintained by the terms of this Indenture that the remaining useful life which such Airframe or such Engine would have had at the time of removal had such removal not been effected by the Company, assuming such Aircraft was otherwise maintained in the condition required by the Mortgage and this Agreement and such Removable Part never had not been incorporated or installed on the in or attached to such Airframe or such Engine. Upon the removal by the Company (or any Permitted Lessee) of any such Removable Part or obsolete Part as permitted by this Section 7.04(c)above provided, such removed Part title thereto shall, without further act, be free and clear of all rights of the Collateral Agent and interests of Loan Trustee and the Lien of this Indenture and such Removable Part or obsolete Part shall no longer be deemed a Part hereunder. Upon request of Company Removable Parts may be leased from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested or financed by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title subject to such equipment shall remain vested Liens thereunder in Company, such Permitted Lessee, or favor of) third parties other than the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of CompanyCollateral Agent.

Alterations, Modifications and Additions. Company Lessee will, or will cause a Permitted Lessee toat its cost and expense, make (or cause to be made) such alterations and alterations, modifications in and additions to the Airframe and the Engines as are may be required from time to time during the Term to meet the applicable requirements standards of the FAA or any the applicable government aviation authority of any other jurisdiction in which the Aircraft is may then registeredbe registered as permitted by SECTION 7 hereof; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (orPROVIDED, if a Lease is then in effectHOWEVER, that Lessee or any Permitted Lessee) upon discovery thereof and (ii) Sublessee may, in good faith, contest the validity or application of any such law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any manner appropriate proceedings which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s Lessor (or its interest in the Aircraft). In addition, Company (Lessee or any Permitted Lessee), at its own expense, Sublessee may from time to time add further parts or accessories alter the configuration of the Aircraft and may make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Company (or any Permitted Lessee) deems Lessee reasonably may deem desirable in the proper conduct of its business, includingincluding removal of Parts which Lessee or any Permitted Sublessee reasonably deems to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such Parts, without limitation, removal (without replacement) of Parts"OBSOLETE PARTS"); provided PROVIDED that no such alteration, modification modification, removal or addition shall impairs the condition or airworthiness of the Airframe or such Engine, or materially diminish diminishes the value value, utility or utility remaining useful life of the Airframe or such Engine below its value the value, utility or utility remaining useful life thereof immediately prior to such alteration, modification modification, removal or addition, assuming that the Airframe or such Engine was then is in the condition required to be maintained by the terms of this Indenturethe Lease, except that the value (but not the utilityutility or remaining useful life) of the Airframe or any Engine may be reduced by the value of any such Obsolete Parts that are which shall have been removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on so long as the Airframe or any Engine. For the avoidance aggregate value of doubt, Company may make alterations all Obsolete Parts which shall have been removed and not replaced shall not exceed in the passenger configuration aggregate $300,000 in value at the time of the Aircraft and such alterations shall not be subject to the immediately preceding sentenceremoval. All Parts parts incorporated or installed in or attached or added to the Airframe or any an Engine as the result of such alteration, modification or addition (the "ADDITIONAL PART" or "ADDITIONAL PARTS") shall, without further act, automatically become the property of Lessor (provided that, Removable Parts and Parts which may be subject removed by any Lessee pursuant to the Lien next sentence shall not automatically become property of this IndentureLessor). Notwithstanding the foregoing, Company (Lessee or any Permitted LesseeSublessee may remove (and not replace) mayany Additional Part, at any time, remove any PROVIDED that such Additional Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such any Engine at the time of delivery thereof to Company under this Lease or any Part in replacement of, of or substitution for, for any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such any Engine pursuant to the terms of SECTION 7(a)(1) or the first sentence of this Section 7.04(cSECTION 8(c) and (iii) can readily be removed from the Airframe or such Engine without materially causing any material damage to the Aircraft and without diminishing or impairing the value value, utility, condition or utility required to be maintained by the terms of this Indenture that remaining useful life which the Airframe or such Engine would have had at such time had such Part never been installed on alteration, modification or addition not occurred (a "REMOVABLE PART"). Removable Parts may be leased from or financed by third parties other than Lessor. Upon removal of such Part, the Airframe or such EngineEngine affected shall be returned to the condition it was prior to such change assuming the Airframe or such Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by Company (or any Permitted Lessee) of any Part thereof as permitted by this Section 7.04(c)provided above, such Additional Parts shall no longer be deemed the property of Lessor or part of the Airframe or Engine from which it was removed Part and title thereto shall, without further act, be free and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest vest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company Lessee (or any such Permitted Lessee) Sublessee or such third party lessor or financing party of the Removable Parts, as the case may from time be). Any Additional Part not removed as above provided prior to time install on, and remove from, the return of the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment Lessor hereunder shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs property of installation, removal and replacement shall be the responsibility of CompanyLessor.

Alterations, Modifications and Additions. Company will, or will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines as are required from time to time to meet the applicable requirements of the FAA or any applicable government of any other jurisdiction in which the Aircraft is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the Aircraft. In addition, Company (or any Permitted Lessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Company (or any Permitted Lessee) deems desirable in the proper conduct of its business, including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject to the immediately preceding sentence. All Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, be subject to the Lien of this Indenture. Notwithstanding the foregoing, Company (or any Permitted Lessee) may, at any time, remove any Part from the Airframe or any Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or such Engine at the time of delivery thereof to Company or any Part in replacement of, or substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the first sentence of this Section ‎Section 7.04(c) and (iii) can be removed from the Airframe or such Engine without materially diminishing the value or utility required to be maintained by the terms of this Indenture that the Airframe or such Engine would have had had such Part never been installed on the Airframe or such Engine. Upon the removal by Company (or any Permitted Lessee) of any Part as permitted by this Section ‎Section 7.04(c), such removed Part shall, without further act, be free and clear of all rights and interests of Loan Trustee and the Lien of this Indenture and shall no longer be deemed a Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such removed Part from the Lien of this Indenture. Loan Trustee and each Noteholder by acceptance of and Equipment Note acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section ‎Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger serviceuse in the Company’s business; provided that all costs of installation, removal and replacement shall be the responsibility of Company.

Alterations, Modifications and Additions. Company will, or will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines as are required from time to time to meet the applicable requirements of the FAA or any applicable government of any other jurisdiction in which the Aircraft is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Company (or, if a Lease is then in effect, any Permitted Lessee) upon discovery thereof and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by Company (or, if a Lease is then in effect, any Permitted Lessee) in any manner which does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the Aircraft. In addition, Company (or any Permitted Lessee), at its own cost and expense, may from time to time add further parts or accessories and shall make or cause to be made such alterations and modifications in and additions to the Airframe and each Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Aircraft, Engines or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Airframe, Engines or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Airframe and either Engine as Company Lessee (or any or, if a Permitted LesseeSublease is in effect, a Permitted Sublessee) deems -50- 52 may deem desirable in the proper conduct of its business, includingprovided, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish diminishes the value value, remaining useful life or utility utility, or impairs the condition or airworthiness, of the Airframe Airframe, either Engine or such Engine any Part below its value or utility that immediately prior to such alteration, modification or addition, addition assuming that the Airframe or such Engine was Airframe, Engines and Parts were then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this IndentureLease. Except as otherwise provided herein, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that are removed that Company (or such Permitted Lessee) deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. For the avoidance of doubt, Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not be subject title to the immediately preceding sentence. All all Parts incorporated or installed in or attached or added to the Airframe or any Engine Aircraft as the result of such alteration, modification or addition shalladdition, without further act, be shall immediately vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this IndentureLease, without the necessity for any further act of transfer, document or notice. Notwithstanding the foregoingforegoing sentence of this Section 9(b), Company Lessor agrees that so long as no Default or Event of Default shall have occurred and be continuing Lessee (or any or, if a Permitted LesseeSublease is in effect, a Permitted Sublessee) may, at any timesuch time during the Term for the Aircraft, remove any Part from the Airframe or any Engine if of such Part: Aircraft, provided, that (i) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to to, or delivered with, the Airframe or such Engine at Aircraft on the time of delivery thereof to Company Delivery Date or any Part in replacement of, or substitution for, any such originally incorporated, installed, attached or delivered Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Airframe or such Engine Aircraft pursuant to the first sentence terms of Section 6 or this Section 7.04(c) 9 or to maintain the insurance required by Section 12 and (iii) such Part can be removed from the Airframe Aircraft without causing any material damage thereto and without diminishing or such Engine without materially diminishing impairing the value value, utility, remaining useful life, condition or utility required to be maintained by airworthiness which the terms of this Indenture that the Airframe or such Engine Aircraft would have had at such time had such Part never been installed on the Airframe alteration, modification or such Engineaddition not occurred. Upon the removal by Company (or any Permitted Lessee) Lessee of any such Part as permitted by this Section 7.04(c)provided in the preceding sentence, such removed Part title thereto shall, without further act, vest in Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) and such Part shall no longer be deemed part of the Aircraft (such a part is herein called a "Removable Part"). Any Part not removed by Lessee as above provided prior to the return of the Aircraft to Lessor hereunder, whether pursuant to Section 16, Section 18 or otherwise, shall remain the property of Lessor. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all rights Liens, other than Permitted Liens, is in at least the same modification status and interests service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of Loan Trustee and the Lien of this Indenture and shall no longer be deemed a such Part hereunder. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such when it was removed Part from the Lien of this IndentureAircraft. Loan Trustee acknowledges that it has no interest Notwithstanding any other provision hereof, and without limiting the foregoing, Lessee (or, if a Permitted Sublease is in effect, Permitted Sublessee) may install in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) Aircraft audio visual, entertainment or telephonic In no event shall Lessor bear any other term liability or condition of this Indenturecost for any alteration, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lesseemodification, or addition, or for any grounding or suspension of certification of the lessor Aircraft, or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by for any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs loss of installation, removal and replacement shall be the responsibility of Companyrevenue arising therefrom.