Common use of Alterations, Modifications and Additions Clause in Contracts

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted 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 of the Aircraft or the interest of the Indenture 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, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an “Optional Modification”) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Owner deems are obsolete or no longer suitable or appropriate for use 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 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 Optional Modification and securing related FAA re-certification of the Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition 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; provided that the Owner or any Permitted Lessee may, at any 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 (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof 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 such Airframe or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or 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 had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d), title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable law.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by provided however, that the Owner or a Permitted Lessee may, in good faith and (ii) by appropriate procedure, 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 the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect the Indenture TrusteeMortgagee’s interest in the Aircraft, does not impair the Indenture TrusteeMortgagee’s security interest or International Interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss of the Aircraft or the interest of the Indenture Trustee therein Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on the Indenture Trustee Mortgagee or the holder of any Equipment Note. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an “Optional Modification”) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Owner deems are obsolete or no longer suitable or appropriate for use 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 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 Optional Modification and securing related FAA re-certification of the Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition 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; provided that the Owner or any Permitted Lessee may, at any 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 (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof 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 such Airframe or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or 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 had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d), title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawMortgagee.

Alterations, Modifications and Additions. The Owner shall, or Borrower shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine Aircraft as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner provided, that Borrower or a Permitted Lessee 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 the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect the Indenture Trusteein any material respect Security Agent’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 forfeiture, or loss of the Aircraft or the interest of the Indenture Trustee therein Security Agent or any material risk of material civil penalty Lender therein, or any material risk of criminal liability or material civil penalty being imposed on the Indenture Trustee Security Agent or the holder of any Equipment NoteLender. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee Borrower at its own cost and expense to, from time to time may 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 the Owner Borrower or such a Permitted Lessee may deem deems desirable in the proper conduct of its business includingbusiness, without limitation, including removal of Parts which the Owner Borrower deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; provided, however, that no such Optional Modification shall (i1) materially diminish the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility utility, or useful life immediately prior to before such Optional Modification (assuming the Aircraft or such Engine was in the condition required by this Trust Indenture Mortgage immediately prior to before such Optional Modification), (2) impair the airworthiness of the Airframe or the Engine, (3) involve structural modification to the Airframe that would be inconsistent with the use of the Aircraft as an aircraft in passenger configuration or (ii4) cause the Aircraft to cease to have the applicable standard certificate of airworthiness except airworthiness. Borrower or a Permitted Lessee shall obtain all supplemental type certificates for any modification that such certificate of airworthiness temporarily may be replaced by an experimental certificate during is a major modification in accordance with the process of implementing and testing such Optional Modification and securing related FAA re-certification applicable regulations of the AircraftFAA. For the avoidance of doubtExcept as otherwise provided herein, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All all Parts (other than Removable Parts) incorporated or installed in or attached to any Airframe or any Engine the Aircraft as the a result of any alterationsuch Optional Modification shall, modification or addition effected by the Owner shall be free and clear of any Liens except Permitted Liens and without further act, become subject to the Lien of this Trust Indenture; provided that the Owner 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 Trust IndentureMortgage, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof 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 such Airframe or any Engine pursuant to the terms of Section 4.02(d4.2(d) or the first sentence of this Section 4.04(d) 4.4(d), and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility utility, or remaining useful life which such Airframe or any Engine would have had at the time of removal had such removal not been effected by the Ownereffected, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture Mortgage and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d), title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee and such No Removable Part shall no longer be deemed a Part hereundersubject to the Lien of this Mortgage. Removable Parts may be leased from or financed by third parties other than Security Agent; provided, the Indenture TrusteeLien related to any such lease or financing shall not extend beyond the Removable Parts subject to such lease or financing. Notwithstanding For the avoidance of any other provision of this Indenturedoubt, Owner may, at Security Agent and Borrower acknowledge and agree that any time, install or permit to be and all in-flight entertainment equipment (“IFE”) installed in the Aircraft Passenger Convenience Equipment (whether before or after delivery thereof) shall 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 Owner Borrower or any Permitted Lessee is subject to lease or a secured financing arrangement by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contractother than Security Agent; provided, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable law.that:

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, Grantor will make (or cause to be made) such alterations and modifications in and additions to the Aircraft, such Airframe and each such Engine as may be required to be made from time to time to meet the applicable standards requirements of the FAA or any applicable government of any other Aviation Authority having jurisdiction over in which such Aircraft may then be registered; provided that the operation of the AircraftGrantor may, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any lawgood faith, rule, regulation or order contest the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee such requirement 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 that does not involve any material risk of sale, loss or forfeiture or loss of such Aircraft and does not adversely affect the Trustee’s interest in the Aircraft or the interest of the Indenture 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 NoteCollateral. In addition, the OwnerGrantor (or any Permitted Lessee), 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 such Airframe or any such Engine (each an “Optional Modification”) as the Owner or such Permitted Lessee Grantor 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 such Airframe or such Engine below its value or utility, immediately prior to such alteration, modification or addition, assuming that such Airframe or such Engine was then in the condition required to be maintained by the terms of this Aircraft Security Agreement, except that the value (but not the utility) of such Airframe or such Engine may be reduced by the value of any such Parts which that shall have been removed that the Owner Grantor deems are obsolete or no longer suitable or appropriate for use in the Aircraft, on such 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 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 Optional Modification and securing related FAA re-certification of the Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All Parts incorporated or installed in or attached or added to any such Airframe or any such Engine as the result of any such alteration, modification or addition effected by the Owner shall be free and clear of any Liens except Liens, other than Permitted Liens Liens, and become shall, without further act, be subject to the Lien of this Trust Indenture; provided that Aircraft Security Agreement. Notwithstanding the Owner foregoing, the Grantor (or any Permitted Lessee Lessee) may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenturetime, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an any such 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 such Airframe or any such Engine at the time of delivery thereof hereunder to the Grantor 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 such Airframe or any such Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d6.03(c) or Section 6.01(d) and (iii) such Part can be removed from such Airframe or any such Engine without materially diminishing the fair market value, value or utility or remaining useful life which required to be maintained by the terms of this Aircraft Security Agreement that such Airframe or any such Engine would have had at the time of removal had such removal not Part never been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and installed on such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner Grantor of any such Part as above provided in permitted by this Section 4.04(d6.03(c), title thereto 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 the Indenture Trustee (and such Part the other beneficiaries hereof) and shall no longer be deemed a Part hereunder. Removable Parts may be leased Upon request of the Grantor from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time to time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee shall not acquire a Lien thereon by virtue of such installation or otherwise, execute and deliver to the rights of Grantor an appropriate instrument confirming 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 release of any such Passenger Convenience Equipment impair or otherwise affect removed Part from the rights and remedies Lien of the Indenture Trustee hereunder and under applicable lawthis Aircraft Security Agreement.

Alterations, Modifications and Additions. The Owner shallLessee, or at its own cost and expense, shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority governmental authority having jurisdiction over and to maintain the operation FAA certificate of airworthiness for the Aircraft; provided, to however, that Lessee may contest in good faith the extent made mandatory in respect validity or application of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any such law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect the Indenture Trustee’s Lessor's interest in the Aircraft; and provided, does further, that Lessee's failure to make (or cause to be made) any such alterations or modifications shall not impair constitute noncompliance with the Indenture Trustee’s security interest requirements of this Section 8.4 or International Interest in the Aircraft 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 does not involve any material risk of sale, forfeiture or loss of the Aircraft or the interest of the Indenture 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 Notereasonable efforts to remedy such failure. In addition, the OwnerLessee, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense toexpense, may, from time to time make (or cause to be made made) such alterations and modifications in and additions to the Aircraft, Airframe or any Engine (each an “Optional Modification”) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which the Owner Lessee deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; provided, however, that no such Optional Modification shall (i) alteration, modification or addition shall, in Lessee's reasonable judgment, materially diminish the fair market value or utility of the Aircraft, Airframe or such Engine, or materially impair the condition or airworthiness thereof, below the value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life condition and airworthiness thereof immediately prior to such Optional Modification (alteration, modification or addition assuming the Aircraft Aircraft, Airframe or such Engine was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this Trust Indenture immediately prior Lease. Title 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 all Parts incorporated in the Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All Parts incorporated or installed in or attached to any Airframe or any such Engine as the result of any such alteration, modification or addition effected by shall, without further act, vest in Lessor. Notwithstanding the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien foregoing sentence of this Trust Indenture; provided that the Owner Section 8.4, so long as no Lease Event of Default or any Permitted Lease Default shall have occurred and be continuing, Lessee may, at any time so long as during the Airframe or any Engine is subject to the Lien of this Trust IndentureTerm, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated (or installed required by the provisions of this Lease to be incorporated) in or attached to such the Aircraft, Airframe or any such Engine at the time of delivery thereof hereunder or any Part in replacement of, of or in substitution for, for SALE AND LEASE AGREEMENT 25 any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such the Aircraft, Airframe or any such Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) 8, and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or 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 had not been incorporated or installed in or attached to the Aircraft, Airframe or such EngineEngine without diminishing or impairing the value, utility, condition or airworthiness required to be maintained by the terms of this Lease which the Aircraft, Airframe or such Engine would have had at such time had such alteration, modification or addition not occurred. Upon the removal by the Owner Lessee of any such Part as above provided in this Section 4.04(d)provided, title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee vest in Lessee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee shall not acquire a Lien thereon by virtue of such installation or otherwise, and the rights part of the owners therein shall Aircraft, Airframe or such Engine from which it was removed. Any Part not constitute a default under this Trust Indenture, it being acknowledged and agreed, however, that in no event shall removed by Lessee as above provided prior to the installation of any such Passenger Convenience Equipment impair or otherwise affect the rights and remedies return of the Indenture Trustee Aircraft, Airframe or such Engine to Lessor hereunder and under applicable lawshall remain the property of Lessor.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “"Mandatory Modification”"); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by PROVIDED HOWEVER, that the Owner or a Permitted Lessee may, in good faith and (ii) by appropriate procedure, 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 the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect the Indenture Trustee’s Mortgagee'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 of the Aircraft or the interest of the Indenture Trustee therein Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on the Indenture Trustee Mortgagee or the holder of any Equipment Note. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an “"Optional Modification”") as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; providedPROVIDED, howeverHOWEVER, that no such Optional Modification shall (i) materially 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 prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by this the 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modificationairworthiness. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition 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; provided PROVIDED that the Owner or any Permitted Lessee may, at any 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 "REMOVABLE Part”") from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof 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 such Airframe or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or 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 had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d)provided, title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawMortgagee.

Alterations, Modifications and Additions. The Owner shallSubject to the provisions of Section 7(a) hereof, or shall cause a Permitted Lessee toand, 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 make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine the Serviced Engines as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Governmental Authority having jurisdiction over the operation of the Aircraft, jurisdiction. In addition and subject to the extent made mandatory in respect terms of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any lawExhibit E hereto, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted 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 of the Aircraft or the interest of the Indenture 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, the OwnerLessee, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make (or cause to be made made) such alterations and modifications in and additions to the Airframe or any Serviced Engine (each an “Optional Modification”) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which the Owner Lessee deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such any Serviced Engine; provided, however, PROVIDED that no such Optional Modification shall (i) materially no such alteration, modification, addition or removal shall diminish the fair market value, utility, utility or remaining useful life of the Aircraft Airframe or any Engine such Serviced Engine, or impair the condition or airworthiness thereof below its fair market the value, utility or useful life utility, condition and airworthiness thereof immediately prior to such Optional Modification (alteration, modification, addition or removal assuming the Aircraft Airframe or such Serviced Engine was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this Trust Indenture immediately prior to such Optional Modification) or Lease; and (ii) cause no structural modification shall be made without the Aircraft prior written consent of Lessor. Title 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All all Parts incorporated or installed in or attached or added to any the Airframe or any Serviced Engine as the result of any such alteration, modification or addition effected by shall, without further act, vest in Lessor. Notwithstanding the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien foregoing sentence of this Trust Indenture; provided that the Owner Section 7(h), so long as no Default or any Permitted Lessee Event of Default shall have occurred and be continuing, Lessee may, at any time so long as during the Airframe or any Engine is subject to the Lien of this Trust IndentureTerm, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if , PROVIDED that (i) such Part is in addition to, and not in replacement of or in substitution for, (x) any Part originally incorporated or installed in or attached to such the Airframe or any Serviced Engine at the time of delivery thereof hereunder hereunder, or (y) any Part in replacement of, of or in substitution for, for any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such the Airframe or any Serviced Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) 7(h), and (iii) such Part can be removed from such the Airframe or any such Serviced Engine without materially causing material damage to the Airframe or such Serviced Engine and without diminishing or impairing the fair market value, utility utility, condition or remaining useful life airworthiness required to be maintained by the terms of this Lease which such the Airframe or any such Serviced Engine would have had at the such time of removal had such removal alteration, modification or addition not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engineoccurred. Upon the removal by the Owner Lessee of any such Part as above provided in this Section 4.04(d)the immediately preceding sentence, title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee vest in Lessee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee shall not acquire a Lien thereon by virtue of such installation or otherwise, and the rights part of the owners therein shall Airframe or such Serviced Engine from which it was removed. Any Part not constitute a default under this Trust Indenture, it being acknowledged and agreed, however, that removed by Lessee as provided in no event shall such sentence prior to the installation of any such Passenger Convenience Equipment impair or otherwise affect the rights and remedies return of the Indenture Trustee Airframe or such Serviced Engine to Lessor hereunder and under applicable lawshall remain the property of Lessor.

Alterations, Modifications and Additions. The Owner shallLessee, or shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted 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 of the Aircraft or the interest of the Indenture 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, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense toexpense, from time to time shall make or cause to be made such alterations and modifications in and additions to the Airframe Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (each an “Optional Modification”or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business includingbusiness, without limitation, removal of Parts which the Owner deems are obsolete or no longer suitable or appropriate for use 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 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 Optional Modification and securing related FAA re-certification of the Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition effected by diminishes the Owner shall be free and clear value, remaining useful life or utility, or impairs the condition or airworthiness, of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; provided that the Owner or any Permitted Lessee may, at any 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 (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof hereunder or any Part below that immediately prior to such alteration, modification or addition assuming that the Engine and Parts were then of the value, utility and remaining useful life and in replacement ofthe condition and airworthiness required by the terms of this Lease. Except as otherwise provided herein, or in substitution for, any such original Part, (ii) such Part is not required title to be all Parts incorporated or installed in or attached or added to the Engine as the result of such Airframe alteration, modification or any Engine pursuant addition, shall immediately vest in Lessor and become subject to the terms Lien of Section 4.02(d) or the first sentence of this Section 4.04(dIndenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such Part can be removed from such Airframe lessor, conditional vendor or secured party, any Engine without materially diminishing the fair market valueright, utility title or remaining useful life which such Airframe or interest in 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 had not been incorporated as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or installed in or attached claim is subject to the Aircraftexpress condition that such lessor, Airframe conditional vendor, or such Engine. Upon secured party shall have agreed in writing (which agreement may be contained in the removal by the Owner of lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any such Part as above provided in this Section 4.04(d)right, title thereto shallor interest in the Engine, without further actor any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all rights Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of the Indenture Trustee and such Part shall no longer be deemed a Part hereunderwhen it was removed from the Engine. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 In no event shall the installation Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of any such Passenger Convenience Equipment impair or otherwise affect the rights and remedies certification of the Indenture Trustee hereunder and under applicable lawEngine, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. The Owner Company shall, or shall cause a Permitted Lessee to, at its own cost and expense, make (or cause to be made) alterations and such alterations, modifications in and additions to the AircraftAirframes, Airframe Engines and each Engine Spare Engines as may be required to be made from time to time to meet the applicable standards of the FAA or any other Aviation Authority having jurisdiction over the operation of the any Aircraft, to the extent made mandatory in [C Mortgage and Security Agreement] respect of the such Aircraft (a “Mandatory Modification”); or Spare Engine, except for (i) immaterial and or non-recurring violations with respect to which corrective measures are being taken promptly by Owner the Company or a Permitted Lessee and Lessee, as the case may be, upon discovery 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 Owner Company or any a Permitted 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, loss or forfeiture or loss of the such Aircraft or Spare Engine and does not materially adversely affect the interest Lien of the Indenture 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 Notethis C Mortgage. In addition, the Owner, at its own expense, Company may, or may permit a Permitted Lessee at its own cost and expense to, from time to time alter the passenger (seating) configuration of any Aircraft and may make or cause to be made such alterations and modifications in and additions to any Airframe, Engine or Spare Engine as the Airframe Company (or any Engine (each an “Optional Modification”Permitted Lessee) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business includingbusiness, without limitation, including removal of Parts which the Owner Company (or any Permitted Lessee) deems are 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 the Aircraftregard to any Airframe, remaining useful life (without regard to hours and cycles) of such Airframe or such Engine; provided, however, that no such Optional Modification shall (i) materially diminish the fair market value, utility, Engine or useful life of the Aircraft or any Spare Engine below its fair market the value, utility or remaining useful life (without regard to hours and cycles) thereof immediately prior to such Optional Modification (alteration, modification, removal or addition, assuming the Aircraft that such Airframe or such Engine was or Spare Engine is in the condition required by this Trust Indenture immediately prior to such Optional Modificationhereunder. In addition, the value (but not the utility, condition or airworthiness) of any Airframe or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness except that such certificate of airworthiness temporarily any Engine or Spare Engine may be replaced reduced by an experimental certificate during the process value, if any, of implementing and testing such Optional Modification and securing related FAA re-certification of the Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations Obsolete Parts which shall not constitute an Optional Modificationhave been removed. All Parts parts incorporated or installed in or attached or added to any Airframe an Airframe, Engine or any Spare Engine as the result of any such alteration, modification or addition effected (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 Owner Company pursuant to the next sentence) (the “Additional Part” or “Additional Parts”) shall be free and clear of any Liens except other than Permitted Liens and shall, without further act, become subject to the Lien of this Trust Indenture; C Mortgage. Notwithstanding the foregoing, Company may remove (and not replace) any Additional Part, provided that the Owner or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Additional Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such any Airframe or any Engine or Spare Engine at the time of delivery thereof hereunder or any Part in replacement of, of or in substitution for, for any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such any Airframe or any Engine or Spare Engine pursuant to the terms of Section 4.02(d3.04(a) or the first sentence of this Section 4.04(d) 3.04(d), and (iii) such Part can be removed from such Airframe or any such Engine or Spare Engine without impairing the airworthiness of such Airframe or such Engine or Spare Engine or materially diminishing the fair market value, utility or and remaining useful life of such Airframe or such Engine or Spare Engine which such Airframe or any such Engine or Spare Engine would have had at the such time of removal had such removal alteration, modification or addition not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engineoccurred. Upon the removal by the Owner of any thereof as provided above, such Part as above provided in this Section 4.04(d), title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee and such Part Additional Parts shall no longer be subject to the Lien of this C Mortgage or be deemed a Part hereunder. Removable Parts may be leased part of the Airframe or Engine from or financed by third parties other than the Indenture Trusteewhich it was removed. Notwithstanding any other provision of this Indenture, Owner the Company may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner the Company or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner the Company in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise)business, and Owner the Company may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee Collateral Agent 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 C Mortgage. [C Mortgage and agreed, however, that in no event shall the installation of any such Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable law.Security Agreement]

Alterations, Modifications and Additions. The Owner shallLessee, or shall cause a Permitted Lessee toat its own expense, will make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine Engines as may be required to be made from time to time to meet the applicable standards of the FAA or any other Aviation Authority governmental authority having jurisdiction over jurisdiction; provided, however, that Lessee (or, if a Sublease is then in effect, any Sublessee) may, in good faith, contest the operation validity or application of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any such law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect Lessor or, so long as any Secured Certificates are outstanding, 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 of the Aircraft or the interest of the Indenture 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, the OwnerLessee (or any Sublessee), 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 as Lessee (each an “Optional Modification”or any Sublessee) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which the Owner deems are Lessee (or any Sublessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use in on the Aircraft, Airframe or such EngineEngine (such parts, "Obsolete Parts"); provided, however, provided that no such Optional Modification alteration, modification or addition shall (i) materially by more than a de minimis amount diminish the fair market value, utility, utility or remaining useful life of the Aircraft Airframe or any such Engine below its fair market the value, utility or remaining useful life thereof immediately prior to such Optional Modification (alteration, modification or addition, assuming the Aircraft Airframe or such Engine was then in the condition required to be maintained by the terms of this Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness Lease, except that such certificate the value (but not the utility or remaining useful life) of airworthiness temporarily the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate original cost of all Obsolete Parts which shall have been removed and not replaced 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modificationexceed $200,000. All Title to all Parts incorporated or installed in or attached or added to any the Airframe or any an Engine as the result of any such alteration, modification or addition effected by (the Owner shall "Additional Parts") shall, without further act, vest in Lessor. Notwithstanding the foregoing sentence, Lessee (or any Sublessee) may remove or suffer to be free and clear of removed any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; Additional Part, provided that the Owner or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Additional Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any Engine at the time of delivery thereof 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 such the Airframe or any Engine pursuant to the terms of Section 4.02(d) 7 hereof or the first sentence of this Section 4.04(dparagraph (c) and (iii) such Part can be removed from such the Airframe or any such Engine without materially diminishing or impairing the fair market value, utility or remaining useful life which such the Airframe or any such Engine would have had at the time of removal had such removal alteration, modification or addition not been effected by the Owneroccurred, assuming the Aircraft that such Airframe or Engine was otherwise maintained in the condition and repair required to be maintained by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engineterms hereof. Upon the removal by the Owner Lessee (or Sublessee) of any such Part as above provided in this Section 4.04(d)above, title thereto shall, without further act, be free and clear of all rights of vest in Lessee (or any Sublessee, as the Indenture Trustee case may be) and such Part shall no longer be deemed a part of the Airframe or Engine from which it was removed. Any Part hereunder. Removable Parts may be leased from or financed not removed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner Lessee (or any Permitted Lessee or by third parties and leased or otherwise furnished Sublessee) as above provided prior to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee shall not acquire a Lien thereon by virtue of such installation or otherwise, and the rights return of the owners therein Airframe or Engine to Lessor hereunder shall not constitute a default under this Trust Indenture, it being acknowledged and agreed, however, that in no event shall remain the installation property of any such Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawLessor.

Alterations, Modifications and Additions. The Owner shall, Grantor shall make or shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted 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 of the Aircraft or the interest of the Indenture 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, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Aircraft and Engines as may be required from time to time to meet the requirements of the FAA or the Applicable Foreign Jurisdiction and to maintain the certificate of airworthiness therefor. In addition, the Grantor may make or may cause to be made from time to time such alterations and modifications in and additions to the Airframe or any Engine (each an “Optional Modification”) as the Owner Grantor may deem desirable; provided that each such alteration, modification and addition is readily removable from the Aircraft or such Permitted Lessee may deem desirable in the proper conduct of its business includingEngine or that such alteration, without limitation, removal of Parts which the Owner deems are obsolete modification or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; provided, however, that no such Optional Modification addition shall (i) materially not diminish the fair market value, utility, utility or useful life condition of the Aircraft or any Engine below its fair market the value, utility or useful life condition thereof immediately prior to such Optional Modification (alteration, modification or addition, assuming the Aircraft or such Engine was then of the value or utility and in the condition required to be maintained by the terms of this Trust Indenture immediately prior to such Optional Modification) Mortgage; and provided, further, that no such, alteration, modification or (ii) addition shall cause the airworthiness certification or other license, registration or authorization of the Aircraft or any Engine to cease to have be in good standing under the applicable standard certificate of airworthiness except that such certificate of airworthiness temporarily may be replaced by an experimental certificate during FAA Act or the process of implementing and testing such Optional Modification and securing related FAA re-certification of the Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional ModificationApplicable Foreign Aviation Law. All Parts incorporated or installed in or attached added to any the Airframe or any Engine as the result of any such alteration, modification or addition effected by the Owner shall shall, without further act, be free and clear of any Liens except Permitted Liens and become subject to the Lien created under this Mortgage. Notwithstanding the foregoing sentence of this Trust Indenture; provided that the Owner or any Permitted Lessee maySection 3.4(j), at any time so long as no Event of Default shall have occurred and be continuing, the Airframe Grantor may remove or may cause to be removed 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 (iA) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe the Aircraft or any Engine at the time of delivery thereof hereunder or any Part in replacement of, of or in substitution for, for any such original 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 such Airframe the Aircraft or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) 3.4, and (iiiC) such Part can be removed from the Aircraft or such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or causing 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 had not been incorporated or installed in or attached to the Aircraft, Airframe or such Enginematerial damage thereto. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d)above, title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased released from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 created under this Trust Indenture, it being acknowledged and agreed, however, that in no event shall the installation of any such Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawMortgage.

Alterations, Modifications and Additions. The Owner shallLessee, or shall cause a Permitted Lessee toat its own expense, will make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine Engines as may be required to be made from time to time to meet the applicable standards of the FAA or any applicable regulatory agency or body of any other Aviation Authority having jurisdiction over in which the operation Aircraft may then be registered as permitted by Section 7(d) of the AircraftParticipation Agreement; provided, to however, that Lessee (or, if a Sublease is then in effect, any Sublessee) may, in good faith, contest the extent made mandatory in respect validity or application of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any such law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect Lessor or, so long as any Equipment Notes are outstanding, 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 of the Aircraft or the interest of the Indenture 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, the OwnerLessee (or any Sublessee), 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 as Lessee (each an “Optional Modification”or any Sublessee) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which the Owner deems are Lessee (or any Sublessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use in on the Aircraft, Airframe or such EngineEngine (such parts, "Obsolete Parts"); provided, however, provided that no such Optional Modification alteration, modification or addition shall (i) materially diminish the fair market value, utility, utility or remaining useful life of the Aircraft Airframe or any such Engine below its fair market the value, utility or remaining useful life thereof immediately prior to such Optional Modification (alteration, modification or addition, assuming the Aircraft Airframe or such Engine was then in the condition required to be maintained by the terms of this Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness Lease, except that such certificate the value (but not the utility or remaining useful life) of airworthiness temporarily the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modificationexceed $750,000 in aggregate value at the time of removal. All Title to all Parts incorporated or installed in or attached or added to any the Airframe or any an Engine as the result of any such alteration, modification or addition effected (except those parts which (x) Lessee has leased from others and (y) may be removed by the Owner shall be free and clear of any Liens except Permitted Liens and become subject Lessee pursuant to the Lien of this Trust Indenture; next sentence (the "Additional Parts")) shall, without further act, vest in Lessor. Notwithstanding the foregoing sentence, Lessee (or any Sublessee) may remove or suffer to be removed any Additional Part, provided that the Owner or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Additional Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any Engine at the time of delivery thereof 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 such the Airframe or any Engine pursuant to the terms of Section 4.02(d) 7 hereof or the first sentence of this Section 4.04(dparagraph (c) and (iii) such Part can be removed from such the Airframe or any such Engine without materially diminishing or impairing the fair market value, utility or remaining useful life which such the Airframe or any such Engine would have had at the time of removal had such removal alteration, modification or addition not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engineoccurred. Upon the removal by the Owner Lessee (or Sublessee) of any such Part as above provided in this Section 4.04(d)above, title thereto shall, without further act, be free and clear of all rights of vest in Lessee (or any Sublessee, as the Indenture Trustee case may be) and such Part shall no longer be deemed a part of the Airframe or Engine from which it was removed. Any Part hereunder. Removable Parts may be leased from or financed not removed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner Lessee (or any Permitted Lessee or by third parties and leased or otherwise furnished Sublessee) as above provided prior to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee shall not acquire a Lien thereon by virtue of such installation or otherwise, and the rights return of the owners therein Airframe or Engine to Lessor hereunder shall not constitute a default under this Trust Indenture, it being acknowledged and agreed, however, that in no event shall remain the installation property of any such Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawLessor.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, Borrower will make (or cause to be made) alterations and such alterations, modifications in and additions to the Aircraft, Airframe and each Engine Engines as may be required to be made from time to time to meet the applicable standards of the FAA or any other Aviation Authority having jurisdiction over the operation regulatory agency or body of the Aircraft, to the extent made mandatory jurisdiction in respect of which the Aircraft (a “Mandatory Modification”); 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 Owner or a Permitted Lessee and is not operational, (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 the Owner or any Permitted Lessee in any reasonable manner which does appropriate proceedings so long as such proceedings do not materially adversely affect the Indenture Trustee’s Trustee or its 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 of the Aircraft or the interest of the Indenture 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, the OwnerBorrower, at its own expense, may, or expense may permit a Permitted Lessee at its own cost and expense to, from time to time make (or cause permit a Lessee to be made make) such alterations and modifications in and additions to the Airframe or any Engine (each each, an “Optional Modification”) as the Owner or such Permitted Lessee Borrower may deem desirable in the proper conduct of its business includingbusiness, without limitation, including removal of Parts which the Owner Borrower (or Lessee) deems are to be obsolete or no longer suitable or appropriate for use in on the AircraftAirframe or such Engine (“Obsolete Parts”); provided that no such alteration, modification, removal or addition impairs the condition or airworthiness of the Airframe or such Engine; provided, however, that no such Optional Modification shall (i) or materially diminish diminishes the fair market value, utility, or utility and remaining useful life of the Aircraft Airframe or any such Engine below its fair market the value, utility or remaining useful life thereof immediately prior to such Optional Modification (assuming the Aircraft Airframe 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification). All Parts parts incorporated or installed in or attached or added to any the Airframe or any an Engine as the result of any such alteration, modification or addition effected (except those parts which the Borrower has leased from others and Parts which may be removed by the Owner shall be free and clear of any Liens except Permitted Liens and Borrower pursuant to the next sentence) (the “Additional Part” or “Additional Parts”) shall, without further act, become subject to the Lien of this Trust Indenture; . Notwithstanding the foregoing, the Borrower (or Lessee) may remove any Additional Part, provided that the Owner or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Additional Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, of or in substitution for, for any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such the Airframe or any Engine pursuant to the terms of Section 4.02(d) Article III hereof or the first sentence of this Section 4.04(d) 4.03, and (iii) such Part can be removed from such the Airframe or any such Engine without impairing the airworthiness of the Airframe or such Engine or materially diminishing the fair market value, utility or and remaining useful life which such of the Airframe or any such Engine required to be maintained pursuant to this Indenture which the Airframe or such Engine would have had at the such 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 occurred and such Removable Additional Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such any Engine. Upon the removal by the Owner Borrower or a Lessee of any such Removable Part or Obsolete Part as above provided in this Section 4.04(d)provided, title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee and such Part shall no longer be deemed a Part hereunder. Removable Parts may hereunder and shall be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties free and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee shall not acquire a Lien thereon by virtue of such installation or otherwise, and the rights clear of the owners therein shall not constitute a default under Lien of this Trust Indenture, it being acknowledged and agreed, however, that in no event shall the installation of any such Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable law.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory any Mandatory Modification in respect of any Spare Engine; provided, however, that the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee may, in good faith and (ii) by appropriate procedure, 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 the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect the Indenture TrusteeMortgagee’s interest in the Aircraftsuch Spare Engine, does not impair the Indenture TrusteeMortgagee’s security interest or International Interest in the Aircraft such Spare Engine and does not involve any material risk of sale, forfeiture or loss of the Aircraft such Spare Engine or the interest of the Indenture Trustee therein Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on the Indenture Trustee Mortgagee or the holder of any Equipment Note. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions an Optional Modification to the Airframe or any Engine (each an “Optional Modification”) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Spare 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 such Spare Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Spare Engine was in the condition required by this Trust Indenture Agreement 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification). All Parts incorporated or installed in or attached to any Airframe or any Spare Engine as the result of any alteration, modification or addition effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust IndentureAgreement; provided that the Owner or any Permitted Lessee may, at any time so long as the Airframe or any Spare Engine is subject to the Lien of this Trust IndentureAgreement, remove any such Part (such Part being referred to herein as a “Removable Spare Engine Part”) from such Airframe or an Spare Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Spare Engine at the time of original delivery thereof hereunder 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 such Airframe or any Spare Engine pursuant to the terms of Section 4.02(d2.02(d) or the first sentence of this Section 4.04(d2.03(d) and (iii) such Part can be removed from such Airframe or any Spare Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or any Spare Engine would have had at the time of removal had such removal not been effected by the Owner, assuming the Aircraft such Spare Engine was otherwise maintained in the condition required by this Trust Indenture Agreement and such Removable Spare Engine Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Spare Engine. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d2.03(d), title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable Spare Engine Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawMortgagee.

Alterations, Modifications and Additions. The Owner shallLessee, or shall cause a Permitted Lessee toat its own expense, will make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine Engines as may be required to be made from time to time to meet the applicable standards of the FAA or any other Aviation Authority governmental authority having jurisdiction over jurisdiction; provided, however, that Lessee (or, if a Sublease is then in effect, any Sublessee) may, in good faith, contest the operation validity or application of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any such law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect Lessor or, so long as any Secured Certificates are outstanding, 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 of the Aircraft or the interest of the Indenture 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, the OwnerLessee (or any Sublessee), 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 as Lessee (each an “Optional Modification”or any Sublessee) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which the Owner deems are Lessee (or any Sublessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use in on the Aircraft, Airframe or such EngineEngine (such parts, "Obsolete Parts"); provided, however, provided that no such Optional Modification alteration, modification or addition shall (i) materially diminish the fair market value, utility, utility or remaining useful life of the Aircraft Airframe or any such Engine below its fair market the value, utility or remaining useful life thereof immediately prior to such Optional Modification (alteration, modification or addition, assuming the Aircraft Airframe or such Engine was then in the condition required to be maintained by the terms of this Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness Lease, except that such certificate the value (but not the utility or remaining useful life) of airworthiness temporarily the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modificationexceed [$400,000 for A319's] [$500,000 for 757's]. All Title to all Parts incorporated or installed in or attached or added to any the Airframe or any an Engine as the result of any such alteration, modification or addition effected by (the Owner shall "Additional Parts") shall, without further act, vest in Lessor. Notwithstanding the foregoing sentence, Lessee (or any Sublessee) may remove or suffer to be free and clear of removed any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; Additional Part, provided that the Owner or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Additional Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any Engine at the time of delivery thereof 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 such the Airframe or any Engine pursuant to the terms of Section 4.02(d) 7 hereof or the first sentence of this Section 4.04(dparagraph (c) and (iii) such Part can be removed from such the Airframe or any such Engine without materially diminishing or impairing the fair market value, utility or remaining useful life which such the Airframe or any such Engine would have had at the time of removal had such removal alteration, modification or addition not been effected by the Owneroccurred, assuming the Aircraft that such Airframe or Engine was otherwise maintained in the condition and repair required to be maintained by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engineterms hereof. Upon the removal by the Owner Lessee (or Sublessee) of any such Part as above provided in this Section 4.04(d)above, title thereto shall, without further act, be free and clear of all rights of vest in Lessee (or any Sublessee, as the Indenture Trustee case may be) and such Part shall no longer be deemed a part of the Airframe or Engine from which it was removed. Any Part hereunder. Removable Parts may be leased from or financed not removed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner Lessee (or any Permitted Lessee or by third parties and leased or otherwise furnished Sublessee) as above provided prior to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee shall not acquire a Lien thereon by virtue of such installation or otherwise, and the rights return of the owners therein Airframe or Engine to Lessor hereunder shall not constitute a default under this Trust Indenture, it being acknowledged and agreed, however, that in no event shall remain the installation property of any such Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawLessor.

Alterations, Modifications and Additions. The Owner shall, or Lessee shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine Aircraft as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”"MANDATORY MODIFICATION"); except for (i) immaterial PROVIDED, that Lessee or any Permitted Sublessee may, in good faith and non-recurring violations with respect to which corrective measures are being taken promptly by Owner appropriate procedure, contest the validity or a Permitted Lessee and (ii) application of any law, rule, regulation regulation, or order the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee in any reasonable manner which does not materially have more than a DE MINIMIS risk of adversely affect the Indenture Trustee’s affecting Lessor's interest in the AircraftAircraft (and, does not impair so long as any Equipment Notes are outstanding, the Indenture Trustee’s security interest or International Interest in the Aircraft Mortgagee) and does not involve any material more than a DE MINIMIS risk of sale, forfeiture forfeiture, or loss of the Aircraft or the interest of the Indenture Trustee therein or any material Participant therein, more than a DE MINIMIS risk of material civil penalty penalty, or any material risk of criminal liability being imposed on the Indenture Trustee Lessor, Owner Participant, Mortgagee, or the holder of any Equipment Note. In addition, the Owner, at its own expense, may, or Lessee may permit a Permitted Lessee at its own cost and expense to, from time to time 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”"OPTIONAL MODIFICATION") as the Owner Lessee or such any Permitted Lessee may deem Sublessee deems desirable in the proper conduct of its business includingbusiness, without limitation, including removal of Parts which the Owner Lessee deems are obsolete or no longer suitable or appropriate for use in the AircraftAircraft (PROVIDED, Airframe or 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 with Lessor having the right to request such Engineparts be shipped to Owner Participant upon removal at Lessee's expense; provided, howeverPROVIDED, that no such Optional Modification shall (i1) materially diminish the fair market value, estimated residual value, utility, or economic useful life of the Aircraft or any Engine below its fair market value, utility estimated residual value, utility, or economic useful life immediately prior to before such Optional Modification (assuming the Aircraft or such Engine was in the condition required by this Trust Indenture the Lease immediately prior to before such Optional Modification) or ), (ii2) 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 doubtcertificate, Owner may make alterations in the passenger configuration of or (3) cause the Aircraft and such alterations shall not constitute an Optional Modificationto become "limited use property" within the meaning of Rev. Proc. All 79-48. Except as otherwise provided herein, title to all Parts (other than Removable Parts (as defined below)) incorporated or installed in or attached to any Airframe or any Engine the Aircraft as the result of any alterationsuch Optional Modification shall, modification or addition effected by the Owner shall be free and clear of any Liens except Permitted Liens without further act, vest in Lessor and become subject to this Lease and the Lien of Mortgage. Notwithstanding anything to the contrary in this Trust Indenture; provided that the Owner ss. D, Lessee or any a Permitted Lessee Sublessee may, at any time so long as during the Airframe or Term, removE 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”"REMOVABLE PART") from such Airframe or an Engine if (iaa) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine the Aircraft at the time of delivery thereof hereunder to Lessee or any Part in replacement of, or in substitution for, any such original Part, (iibb) such Part is not required to be incorporated or installed in or attached or added to such Airframe or any Engine the Aircraft pursuant to the terms of Section 4.02(d) ss. A of this Annex C or the first sentence of this Section 4.04(d) ss. D or pursuant to the terms of any insuraNCE policies required to be carried hereunder or any applicable law, and (iiicc) such Part can be removed from such the Airframe or any Engine without materially in any material respect diminishing the fair market value, utility estimated residual value, utility, or remaining economic useful life which such that the Airframe or any Engine would have had at the time of removal had such removal not been effected by the Owneroccurred, assuming the Aircraft that such Airframe or Engine was otherwise maintained in the condition and repair required to be maintained by this Trust Indenture the terms hereof and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d), title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture TrusteeLessor. Notwithstanding Title to any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee Removable Part shall not acquire a vest in Lessor or be subject to the Lien thereon by virtue of such installation or otherwise, and the rights of the owners therein shall Mortgage; except that any Part not constitute a default under this Trust Indenture, it being acknowledged and agreed, however, that in no event shall removed before the installation of any such Passenger Convenience Equipment impair or otherwise affect the rights and remedies return to Lessor hereunder of the Indenture Trustee hereunder and under applicable lawAirframe or Engine on which it is incorporated, installed, or attached shall become the property of Lessor.

Alterations, Modifications and Additions. The Owner shallLessee, or shall cause a Permitted Lessee toat its own expense, will make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine Engines as may be required to be made from time to time to meet the applicable standards of the FAA or any applicable regulatory agency or body of any other Aviation Authority having jurisdiction over in which the operation Aircraft may then be registered as permitted by Section 7(d) of the AircraftParticipation Agreement; provided, to however, that Lessee (or, if a Sublease is then in effect, any Sublessee) may, in good faith, contest the extent made mandatory in respect validity or application of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any such law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect Lessor or, so long as any Equipment Notes are outstanding, 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 of the Aircraft or the interest of the Indenture 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, the OwnerLessee (or any Sublessee), 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 as Lessee (each an “Optional Modification”or any Sublessee) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which the Owner deems are Lessee (or any Sublessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use in on the Aircraft, Airframe or such EngineEngine (such parts, "Obsolete Parts"); provided, however, provided that no such Optional Modification alteration, modification or addition shall (i) materially diminish the fair market value, utility, utility or remaining useful life of the Aircraft Airframe or any such Engine below its fair market the value, utility or remaining useful life thereof immediately prior to such Optional Modification alteration, modification or addition (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 the Aircraft Airframe or such Engine was then in the condition required to be maintained by the terms of this Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness Lease, except that such certificate the value (but not the utility or remaining useful life) of airworthiness temporarily the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modificationexceed $350,000 in aggregate value at the time of removal. All Title to all Parts incorporated or installed in or attached or added to any the Airframe or any an Engine as the result of any such alteration, modification or addition effected (except those parts which (x) Lessee has leased from others and (y) may be removed by the Owner shall be free and clear of any Liens except Permitted Liens and become subject Lessee pursuant to the Lien of this Trust Indenture; next sentence (the "Additional Parts")) shall, without further act, vest in Lessor. Notwithstanding the foregoing sentence, Lessee (or any Sublessee) may remove or suffer to be removed any Additional Part, provided that the Owner or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Additional Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any Engine at the time of delivery thereof 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 such the Airframe or any Engine pursuant to the terms of Section 4.02(d) 7 hereof or the first sentence of this Section 4.04(dparagraph (c) and (iii) such Part can be removed from such the Airframe or any such Engine without materially diminishing or impairing the fair market value, utility or remaining useful life which such the Airframe or any such Engine would have had at the time of removal had such removal alteration, modification or addition not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engineoccurred. Upon the removal by the Owner Lessee (or Sublessee) of any such Part as above provided in this Section 4.04(d)above, title thereto shall, without further act, be free and clear of all rights of vest in Lessee (or any Sublessee, as the Indenture Trustee case may be) and such Part shall no longer be deemed a part of the Airframe or Engine from which it was removed. Any Part hereunder. Removable Parts may be leased from or financed not removed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner Lessee (or any Permitted Lessee or by third parties and leased or otherwise furnished Sublessee) as above provided prior to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee shall not acquire a Lien thereon by virtue of such installation or otherwise, and the rights return of the owners therein Airframe or Engine to Lessor hereunder shall not constitute a default under this Trust Indenture, it being acknowledged and agreed, however, that in no event shall remain the installation property of any such Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawLessor.

Alterations, Modifications and Additions. The Owner Borrower (or the applicable Helicopter Owning Subsidiary) shall, or shall cause a Permitted an Eligible Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine Mortgaged Helicopter as may be required to be made from time to time to meet the applicable standards of the FAA or any other Aviation Authority having jurisdiction over the operation of the Aircraftsuch Mortgaged Helicopter, to the extent made mandatory in respect of the Aircraft such Mortgaged Helicopter (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted 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 of the Aircraft or the interest of the Indenture 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, the OwnerBorrower or the applicable Helicopter Owning Subsidiary, at its own expense, may, or may permit a Permitted an Eligible Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine Mortgaged Helicopter (each an “Optional Modification”) as the Owner Borrower, the applicable Helicopter Owning Subsidiary or such Permitted Eligible Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Owner Borrower deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such EngineMortgaged Helicopter; provided, however, that no such Optional Modification shall (i) materially diminish the fair market valueFair Market Value, utility, or useful life of the Aircraft or any Engine Mortgaged Helicopter below its fair market valueFair Market Value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine Mortgaged Helicopter was in the condition required by this Trust Indenture Agreement immediately prior to such Optional Modification) or (ii) cause the Aircraft any Mortgaged Helicopter to cease to have the applicable standard certificate of airworthiness except that such certificate of airworthiness temporarily may be replaced by an in limited circumstances solely for temporary 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modificationpurposes. All Parts incorporated or installed in or attached to any Airframe or any Engine Mortgaged Helicopter as the result of any alteration, modification or addition effected by the Owner Borrower shall be free and clear of any Liens except Permitted Liens and become subject to the Lien in favor of this Trust Indenturethe Administrative Agent; provided that the Owner Borrower, the applicable Helicopter Owning Subsidiary or any Permitted Eligible Lessee may, at any time so long as the Airframe or any Engine a Mortgaged Helicopter is subject to the Lien in favor of this Trust Indenturethe Administrative Agent, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine Mortgaged Helicopter if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine Mortgaged Helicopter at the time of delivery thereof 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 such Airframe or any Engine Mortgaged Helicopter pursuant to the terms of Section 4.02(d10.2(c)(ii) or the first sentence of this Section 4.04(d) 10.2(c)(iii), and (iii) such Part can be removed from such Airframe or any Engine Mortgaged Helicopter without materially diminishing the fair market valueits Fair Market Value, utility or remaining useful life which such Airframe or any Engine Mortgaged Helicopter would have had at the time of removal had such removal not been effected by the OwnerBorrower, assuming the Aircraft Mortgaged Helicopter was otherwise maintained in the condition required by this Trust Indenture Agreement and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such EngineMortgaged Helicopter. Upon the removal by the Owner Borrower of any such Part as above provided in this Section 4.04(d)provided, title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee Administrative Agent and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable law.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “"Mandatory Modification”"); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by PROVIDED HOWEVER, that the Owner or a Permitted Lessee may, in good faith and (ii) by appropriate procedure, 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 the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect the Indenture Trustee’s Mortgagee'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 of the Aircraft or the interest of the Indenture Trustee therein Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on the Indenture Trustee Mortgagee or the holder of any Equipment Note. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an “"Optional Modification”") as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; providedPROVIDED, howeverHOWEVER, that no such Optional Modification shall (i) materially 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 prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by this the 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modificationairworthiness. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition 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; provided PROVIDED that the Owner or any Permitted Lessee may, at any 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”"REMOVABLE PART") from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof 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 such Airframe or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or 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 had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d)provided, title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawMortgagee.

Alterations, Modifications and Additions. The Owner Company shall, or shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the each Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the such Aircraft, to the extent made mandatory in respect of such Aircraft; provided, however, that the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner Company or a Permitted Lessee may, in good faith and (ii) by appropriate procedure, 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 the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect the Indenture TrusteeCollateral Agent’s interest in the Aircraft, does not impair the Indenture Trustee’s security interest or International Interest in the such Aircraft and does not involve any material risk of sale, forfeiture or loss of the such Aircraft or the interest of the Indenture Trustee therein Collateral Agent therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on the Indenture Trustee Collateral Agent or the holder of any Equipment Noteother Secured Party. In addition, the OwnerCompany, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the any Airframe or any Engine (each an “Optional Modification”) as the Owner Company or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Owner Company deems are obsolete or no longer suitable or appropriate for use in the Aircraft, such Airframe or such Engine; provided, however, that no such Optional Modification shall (i) materially diminish the fair market value, utility, utility or useful life of the such Aircraft or any Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the such Aircraft or such Engine was in the condition required by the Mortgage and this Trust Indenture Agreement immediately prior to such Optional Modification) or (ii) cause the 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 process of implementing and testing such Optional Modification and securing related FAA re-certification of the such Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition effected by the Owner Company shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenturethe Mortgage; provided that the Owner Company or any Permitted Lessee may, at any time so long as the such Airframe or any Engine is subject to the Lien of this Trust Indenturethe Mortgage, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of original delivery thereof hereunder 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 such Airframe or any Engine pursuant to the terms of Section 4.02(d3.02(d) or the first sentence of this Section 4.04(d3.04(d) and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or any Engine would have had at the time of removal had such removal not been effected by the OwnerCompany, assuming the such Aircraft was otherwise maintained in the condition required by the Mortgage and this Trust Indenture Agreement and such Removable Part had not been incorporated or installed in or attached to the Aircraft, such Airframe or such Engine. Upon the removal by the Owner Company of any such Removable Part or obsolete Part as above provided in this Section 4.04(d)provided, title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee Collateral Agent and such Removable Part or obsolete Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by (and subject to Liens thereunder in favor of) third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawCollateral Agent.

Alterations, Modifications and Additions. The Owner shallCompany, or shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted 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 of the Aircraft or the interest of the Indenture 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, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense toexpense, from time to time shall make or cause to be made such alterations and modifications in and additions to the Airframe Equipment as may be required from time to time to meet the applicable requirements of the FAA or any Engine (each an “Optional Modification”) other governmental authority with jurisdiction over the Equipment and/or the Company's operations and aircraft; provided, however, that the Company may in good faith contest the validity or application of any such requirements in any reasonable manner 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 of any of the Equipment or any interest therein unless such sale, forfeiture or loss is effectively stayed. All alterations, modifications and additions made pursuant to this Section 3.10 shall without further act secure the Obligations. In addition, the Company, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Equipment as the Owner or such Permitted Lessee Company may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which the Owner deems are obsolete or no longer suitable or appropriate for use in the AircraftParts, Airframe or such Engine; provided, however, provided that no such Optional Modification alteration, modification, addition or removal shall impair the condition and (iin the case of Engines) materially diminish the fair market value, utility, or useful life airworthiness of the Aircraft or any Engine such Equipment below its fair market value, utility or useful life condition and airworthiness immediately prior to such Optional Modification (alteration, modification, addition or removal, assuming that the Aircraft or such Engine Equipment was then in the condition and airworthiness required to be maintained by the terms of 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 AircraftSecurity Agreement. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All Parts Each Part incorporated or installed in or attached or added to any Airframe or any Engine the Equipment as the result of any alteration, modification modification, removal or addition effected by the Owner made pursuant to this Section 3.10 shall be free and clear of any Liens except Permitted Liens and without further act become subject to the Lien of this Trust Indenture; provided that Security Agreement. Notwithstanding the Owner or any Permitted Lessee mayforegoing, at any time so long as the Airframe or any Engine is subject in addition to the Lien rights of this Trust Indenturethe Company to make alterations, modifications and additions to the Equipment pursuant to the preceding paragraph, the Company may remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if if: (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached or added to such Airframe or any Engine at the time Equipment on the Date of delivery thereof hereunder Issuance 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 such Airframe or any Engine the Equipment pursuant to the terms of Section 4.02(d) 3.05 or the first sentence of this Section 4.04(d) 3.10; and (iii) such Part can be removed from such Airframe the Equipment without impairing the condition or any Engine without materially diminishing airworthiness (in the fair market value, utility or remaining useful life which such Airframe or any Engine would have had at the time case of removal had such removal not been effected Engines only) required to be maintained by the Owner, terms of this Security Agreement assuming the Aircraft Equipment was otherwise maintained then in the condition required to be maintained by the terms of this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such EngineSecurity Agreement. Upon the removal by the Owner Company of any such Part as above provided in this Section 4.04(d), title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner preceding sentence or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable law.obsolete Part

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “"Mandatory Modification”"); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by provided however, that the Owner or a Permitted Lessee may, in good faith and (ii) by appropriate procedure, 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 the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect the Indenture Trustee’s Mortgagee'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 of the Aircraft or the interest of the Indenture Trustee therein Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on the Indenture Trustee Mortgagee or the holder of any Equipment Note. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an “"Optional Modification”") as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Owner deems are obsolete or no longer suitable or appropriate for use 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 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 the 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modificationairworthiness. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition 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; provided that the Owner or any Permitted Lessee may, at any 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 (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof 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 such Airframe or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or 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 had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d)provided, title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawMortgagee.

Alterations, Modifications and Additions. The Owner shallCompany, or shall cause a Permitted Lessee toat its own expense, will make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe Airframes and each Engine Engines as may be required so as to be made from time to time to meet the applicable standards comply with all Applicable Laws of the FAA or other Aviation Authority having jurisdiction over and to maintain the operation applicable standard Certificate of the Airworthiness for such Aircraft, in each case, subject to the extent made mandatory exception set forth in respect of the Aircraft (a “Mandatory Modification”Clause 2.1(ii)(x); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner provided, however, that, the Company may, in good faith, contest the validity or a Permitted Lessee and (ii) application of any such law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect the Indenture Trustee’s interest Mortgagee or any Lender or any of their respective interests in the Aircraft, does not impair the Indenture Trustee’s security interest or International Interest in the Aircraft and does not involve to such Airframe or Engines or subject any material such Person to risk of sale, forfeiture civil or loss of the Aircraft or the interest of the Indenture 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 Notepenalties. In addition, the OwnerCompany, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the any Airframe or any Engine (each an “Optional Modification”) as the Owner or such Permitted Lessee Company may deem desirable in the proper conduct of its business includingbusiness, without limitation, including removal of Parts which the Owner Company deems are to be obsolete or no longer suitable or appropriate for use in the Aircraft, on such Airframe or Engine (such Engineparts, "Obsolete Parts"); provided, however, provided that no such Optional Modification shall (i) materially diminish alteration, modification, removal or addition impairs the fair market value, utilitycondition or airworthiness of such Airframe or Engine, or materially (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 the Aircraft such Airframe or any Engine below its fair market value, the value or utility or useful life thereof immediately prior to such Optional Modification (alteration, modification, removal or addition assuming the Aircraft such Airframe or such Engine was then in the condition required to be maintained by the terms of this Trust Indenture immediately prior to such Optional ModificationMortgage. In addition, the value (but not the utility) of any Airframe or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness except that such certificate of airworthiness temporarily Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modificationexceed $500,000. All Parts incorporated or installed in or attached or added to any Airframe or any Engine as the result of any such alteration, modification or addition effected (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 Owner shall be free and clear of any Liens except Permitted Liens and Company pursuant to the next sentence) (the "Additional Parts") shall, without further act, become subject to the Lien of this Trust Indenture; provided that Mortgage. Notwithstanding the Owner or any Permitted Lessee foregoing sentence, the Company may, at any time so long as the Airframe or any Engine is subject to the Lien no Event of this Trust IndentureDefault shall have occurred and be continuing, remove or suffer to be removed any Additional Part, provided that such Additional Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, of or in substitution for, for any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such any Airframe or any Engine pursuant to the terms of Section 4.02(d) Article II hereof or the first sentence of this Section 4.04(d) 3.3, and (iii) such Part can be removed from any Airframe or Engine without impairing the airworthiness or diminishing the value or utility of such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or any Engine would have had at the such time of removal had such removal alteration, modification or addition not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engineoccurred. Upon the removal by the Owner of any thereof as provided above, such Part as above provided in this Section 4.04(d), title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee and such Additional Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than subject to the Indenture Trustee. Notwithstanding any other provision Lien of this Indenture, Owner may, at any time, install Mortgage or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee shall not acquire a Lien thereon by virtue of such installation or otherwise, and the rights deemed part of the owners therein shall not constitute a default under this Trust Indenture, Airframe or Engine from which it being acknowledged and agreed, however, that in no event shall the installation of any such Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawwas removed.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, will make (or cause to be made) alterations and such alterations, modifications in and additions to the Aircraft, each Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation FAA, subject to clause (i)(2) of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”Section 7(a); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted 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 of the Aircraft or the interest of the Indenture 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, the OwnerLessee or any Permitted Sublessee may from time to time, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the any Airframe or any Engine (each an “Optional Modification”) as the Owner Lessee or such Permitted Lessee Sublessee may deem desirable in the proper conduct of its business includingbusiness, without limitation, including removal of Parts which the Owner Lessee or such Permitted Sublessee deems are to be obsolete or no longer suitable or appropriate for use in the Aircraft, on such Airframe or such Engine; provided, however, provided that no such Optional Modification shall (i) alteration, modification, removal or addition materially diminish decreases the fair market value, utility, or utility and remaining useful life of the Aircraft such Airframe or any such Engine below its fair market the value, utility or remaining useful life thereof (without regard to hours or cycles) immediately prior to such Optional Modification (alteration, modification, removal or addition, assuming the Aircraft that such Airframe or such Engine was is in the condition required by this Trust Indenture immediately prior to hereunder, except that, so long as no Special Default or Event of Default is continuing, the value (but not the utility) of such Optional Modification) Airframe or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness except that such certificate of airworthiness temporarily any Engine may be reduced by the value of obsolete Parts which shall have been removed so long as the aggregate value of all obsolete Parts which shall have been removed and not replaced 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modificationexceed the Obsolete Part Amount. All Parts parts incorporated or installed in or attached or added to any an Airframe or any an Engine as the result of any such alteration, modification or addition effected (except PCE which the Lessee has leased from others and Parts which may be removed by the Owner shall be free and clear of any Liens except Permitted Liens and Lessee pursuant to the next sentence) (the “Additional Part” or “Additional Parts”) shall, without further act, become subject to the Lien of this Trust Indenture; the Mortgage. Notwithstanding the foregoing, the Lessee may remove any Additional Part, provided that the Owner or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Additional Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, of or in substitution for, for any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such Airframe or any Engine pursuant to the terms of Section 4.02(d) 7 hereof or the first sentence of this Section 4.04(d) 8(c), and (iii) such Part can be removed from such Airframe or any such Engine without materially impairing the airworthiness of such Airframe or such Engine or diminishing the fair market value, utility or and remaining useful life of such Airframe or such Engine which such Airframe or any such Engine would have had at the such time of removal had such removal alteration, modification or addition not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d), title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawoccurred.

Alterations, Modifications and Additions. The Owner shallCompany will, or shall will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine the Engines as may be required to be made from time to time to meet the applicable standards requirements of the FAA or any applicable government of any other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of which the Aircraft (a “Mandatory Modification”); may then be registered, except for (i) immaterial and minor, unanticipated or non-recurring violations with respect to which corrective measures are being taken promptly by Owner the Company or a such Permitted Lessee Lessee, as the case may be, and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner Company or any such Permitted 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 of the Aircraft Aircraft, the Airframe or any Engine or the interest of the Indenture Loan 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 Notetherein. In addition, from time to time, the OwnerCompany, 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 the Owner Company or such Permitted 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 (except as described in the last proviso of this sentence) or utility of the Airframe or such Engine, below the value or utility thereof immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the value and utility required to be maintained by the terms of this Indenture, provided, further, that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts which that shall have been removed that the Owner Company or such Permitted Lessee deems are obsolete or no longer suitable or appropriate for use in on the Aircraft, Airframe or such any 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 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 Optional Modification and securing related FAA re-certification of the Aircraft. For the avoidance of doubt, Owner Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modificationbe subject to the immediately preceding sentence. All Parts incorporated or installed in or attached or added to any the Airframe or any Engine as the result of any such alteration, modification or addition effected by the Owner shall be free and clear of any Liens except Liens, other than Permitted Liens Liens, and become shall, without further act, be subject to the Lien of this Trust Indenture; provided that . Notwithstanding the Owner foregoing, the Company or any Permitted Lessee may, at any time so long as time, remove any Part from the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any if such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if : (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any such Engine at the time of delivery thereof hereunder to the Company or such Indenture and Security Agreement (American Airlines 2019-1 Aircraft EETC) [Reg. No.] Permitted Lessee 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 such the Airframe or any such Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d7.04(c) or Section 7.02(d) and (iii) such Part can be removed from such the Airframe or any such Engine without materially diminishing the fair market value, value or utility or remaining useful life which such required to be maintained by the terms of this Indenture that the Airframe or any such Engine would have had at the time of removal had such removal not Part never been effected by installed on the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner Company (or any Permitted Lessee) of any such Part as above provided in permitted by this Section 4.04(d7.04(c), title thereto such removed Part shall, without further act, be free and clear of all rights and interests of the Indenture Loan Trustee and such Part the Lien of this Indenture and shall no longer be deemed a Part hereunder. Removable Upon request of the Company from time to time, the Loan Trustee shall execute and deliver to the Company instruments reasonably requested by the Company confirming the release of any such removed Part from the Lien of this Indenture. Parts of the type permitted to be removed by this Section 7.04(c) may be leased from or financed by third parties other than the Indenture Loan Trustee. The Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding any other provision of this Indenture, Owner Company may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Excluded Equipment owned by Owner Company or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner Company in the ordinary course of business (including pursuant to a conditional sale contract, a licence license or otherwise), and Owner Company may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture 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 Trust Indenture, it being acknowledged and agreed, however, that in no event shall the installation of any such Passenger Convenience Excluded Equipment impair or otherwise affect the rights and remedies of the Indenture Loan Trustee hereunder and under applicable law.

Alterations, Modifications and Additions. The Owner shall, or Lessee shall cause a Permitted Lessee to, 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 Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted 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 of the Aircraft or the interest of the Indenture 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, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an “Optional Modification”) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business includingbusiness, including without limitation, removal of Parts which the Owner Lessee deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; provided, however, that no such Optional Modification alteration, modification or addition shall (i) materially diminish the fair market value, remaining useful life, or utility of the Aircraft, Airframe or such Engine, or impair the airworthiness thereof, below the value, remaining useful life, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life and airworthiness thereof immediately prior to such Optional Modification (alteration, modification or addition assuming the Aircraft Aircraft, Airframe or such Engine was then of the value or utility and in the condition required to be maintained by the terms of this Trust Indenture immediately prior Lease. Title 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 all Parts on the Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any such alteration, modification or addition effected by shall, without further act, vest in Lessor. Notwithstanding the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien foregoing sentence of this Trust Indenture; provided that the Owner Section 8.4, so long as no Lease Default or any Permitted Lease Event of Default shall have occurred and be continuing, Lessee may, at any time so long as during the Airframe or any Engine is subject to the Lien of this Trust IndentureTerm, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such any Aircraft, Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, of or in substitution for, for any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such Aircraft, Airframe or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) 8, and (iii) such Part can be removed from such Aircraft, Airframe or any Engine without materially diminishing or impairing the fair market value, utility value or remaining useful life which such Airframe or any Engine would have had at the time of removal had such removal not been effected airworthiness required to be maintained by the Owner, assuming the Aircraft was otherwise maintained in the condition required by terms of this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to Lease which the Aircraft, Airframe or such EngineEngine would have had at such time had such alteration, modification or addition not occurred. Upon the removal by the Owner Lessee of any such Part as above provided in this Section 4.04(d)provided, title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee vest in Lessee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee shall not acquire a Lien thereon by virtue part of such installation Aircraft, Airframe or otherwiseEngine from which it was removed. Any Part not removed by Lessee as above provided prior to the return of such Aircraft, and Airframe or Engine to Lessor hereunder shall remain the rights property 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawLessor.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, will make (or cause to be made) made such alterations and modifications in and additions to the AircraftAirframe, Airframe the Engines and each Engine the Parts as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation applicable regulatory agency or body of the Aircraft, to the extent made mandatory foreign jurisdiction in respect of which the Aircraft (a “Mandatory Modification”is then registered as permitted by Section 7(a); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted provided that Lessee and (ii) any law, rule, regulation or order may in good faith contest the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee such standard in any reasonable manner which does not materially adversely affect the Indenture Trustee’s interest in the AircraftLessor, does not impair the Indenture Trustee’s security interest Owner Participant or International Interest their respective interests in the Aircraft and does not or involve any material risk of sale, forfeiture or loss of the Aircraft or the interest of the Indenture 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 Notematerial civil penalty against Lessor or Owner LA 1 – Lease Agreement [Lease Agreement ([Year] MSN [MSN])] Participant. In addition, the OwnerLessee, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe Airframe, any Engine or any Engine (each an “Optional Modification”) Part as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business includingbusiness, including without limitation, removal of Parts which the Owner that Lessee deems are 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, addition or removal shall materially diminish the value (except as described in the Aircraft, last proviso of this sentence) or utility of the Airframe or such Engine; provided, howeveror impair the condition or airworthiness thereof, that no such Optional Modification shall (i) materially diminish below the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life condition and airworthiness thereof immediately prior to such Optional Modification (alteration, modification, addition or removal assuming the Aircraft Airframe or such Engine was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this Trust Indenture immediately prior to such Optional ModificationLease; provided that the value (but not the utility, condition or airworthiness) 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, Owner may make alterations in the passenger configuration of the Aircraft may be reduced by the value of the Obsolete Parts which shall have been removed, if the aggregate value of all such Obsolete Parts removed from the Aircraft and such alterations not replaced in accordance with the terms of this Section 8 shall not constitute an Optional Modificationexceed the amount specified in Schedule A to the Participation Agreement. All Title to all Parts incorporated or installed in or attached or added to any the Airframe or any Engine or Part as the result of any such alteration, modification or addition effected by shall, without further act, vest in Lessor. Lessor shall not be required under any circumstances to pay or compensate Lessee for any such alteration, modification or addition. Notwithstanding the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; provided that the Owner or any Permitted foregoing, Lessee may, at any time so long as during the Airframe or any Engine is subject to the Lien of this Trust IndentureTerm, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if ; 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 (or which should have been incorporated or installed in or attached) to such the Airframe or any such Engine at the time of delivery thereof hereunder to Lessee on the Delivery Date 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 such Airframe or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(dsubsection (c) and (iii) such Part can be removed from such the Airframe or any such Engine without materially diminishing or impairing the fair market value, utility utility, condition or remaining useful life airworthiness required to be maintained by the terms of this Lease which such the Airframe or any such Engine would have had at the such time of removal had such removal not Part never been effected by installed on the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner Lessee of any such Part as above provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 4.04(dsubsection (c), title thereto shall, without further act, be vest in Lessee, free and clear of all rights right, title and interest of the Indenture Trustee Lessor and of Lessor’s Liens, and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee shall not acquire a Lien thereon by virtue of such installation or otherwise, and the rights part of the owners therein shall Airframe or the Engine from which it was removed. Title to any Part not constitute a default under this Trust Indenture, it being acknowledged and agreed, however, that removed by Lessee as provided in no event shall such second preceding sentence prior to the installation of any such Passenger Convenience Equipment impair or otherwise affect the rights and remedies return of the Indenture Trustee Airframe or such Engine to Lessor hereunder and under applicable lawshall remain vested in Lessor.

Alterations, Modifications and Additions. The Owner Lessee shall, or shall 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 Aircraft, Airframe and each Engine Engines as may be required to be made from time to time to meet the applicable standards of the FAA or any applicable regulatory agency or body of any other Aviation Authority having jurisdiction over to which the operation Aircraft may then be subject or the standards, specifications or requirements imposed by any Person for which Lessee is 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 ("OEM") Service Bulletin, OEM Master Change or FAA-approved Supplemental Type Certificate, whichever is applicable under the Transportation Act and/or applicable FARs. Lessee shall not, without the prior written consent of the AircraftLessor, make any additions to the extent made mandatory or alterations or modifications (including a change in respect configuration) of the Aircraft (other than as expressly permitted by this Section 7.6 and shall not make any alteration, modification and/or addition expressly permitted by this Section 7.6 without giving Lessor reasonable prior notice of the same. Such notice shall contain a “Mandatory Modification”); except for (i) immaterial detailed description of the work scope of such addition, alteration or modification and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any lawthe name of the proposed maintenance facility that shall complete the work, rule, regulation or order the validity or application each of which is being contested in good faith by the Owner or any Permitted 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 work scope and does not involve any material risk of sale, forfeiture or loss of the Aircraft or the interest of the Indenture 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 Notemaintenance facility shall be reasonably acceptable to Lessor. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time Title to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an “Optional Modification”) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Owner deems are obsolete or no longer suitable or appropriate for use 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 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 Optional Modification and securing related FAA re-certification of the Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All all Parts incorporated or installed in or attached or added to any the Airframe or any an Engine as the result of any such alteration, modification modification, removal or addition effected by the Owner shall be free and clear of any Liens except Permitted Liens shall, without further act, vest in Lessor and become subject to this Lease. Notwithstanding the Lien of this Trust Indenture; provided that the Owner or foregoing, Lessee (or, if any Permitted Lessee Sublease is then in effect, the sublessee) may, at any time during the Term, so long as the Airframe or any Engine no Notified Default has occurred and is subject to the Lien of this Trust Indenturecontinuing, remove or suffer to be removed any Part, provided that such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, of or in substitution for, for any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such the Airframe or any Engine pursuant to the terms of Section 4.02(d7.2(a) or the first sentence of this Section 4.04(d) and 7.6, (iii) such Part can be removed from such the Airframe or any 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 fair market value, utility or utility, condition, remaining useful life or airworthiness which such the Airframe or any such Engine would have had at the such time of removal had such alteration, modification, removal or addition not been effected by the Owneroriginally occurred, assuming such Airframe or such Engine was then of the Aircraft was otherwise maintained value, utility, and remaining useful life and in the condition of airworthiness required to be maintained by the terms of this Trust Indenture Lease, and such Removable Part had (iv) was not been incorporated or installed paid for by Lessor; provided, however, that the original cost of all parts removed pursuant to this sentence shall not exceed $150,000 in or attached to the Aircraft, Airframe or such Engineaggregate. Upon the removal by the Owner Lessee (or a sublessee pursuant to a Permitted Sublease) of any such Part as above provided in this Section 4.04(d)above, title thereto shall, without further act, be free and clear of all rights of vest in Lessee (or the Indenture Trustee sublessee pursuant to a Permitted Sublease, as the case may be) and such Part shall no longer be deemed a part of the Airframe or Engine from which it was removed. Any Part hereunder. Removable Parts may be leased from or financed not removed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner Lessee (or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including sublessee pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replacePermitted Sublease) or permit as above provided prior to be removed (and not replaced) the same, and Indenture Trustee shall not acquire a Lien thereon by virtue of such installation or otherwise, and the rights return of the owners therein Airframe or Engine to Lessor hereunder shall not constitute a default under this Trust Indenture, it being acknowledged and agreed, however, that in no event shall remain the installation property of any such Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawLessor.

Alterations, Modifications and Additions. The Owner shallLessee, or at its own expense, shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each any Engine as may be required to be made from time to time during the Term by Applicable Law or in order to meet maintain the applicable standards insurance required under Section 9 regardless of upon whom such requirements are, by their terms, nominally imposed; PROVIDED, that the FAA or other Aviation Authority having jurisdiction over the operation of the AircraftLessee may, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial good faith and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any lawappropriate procedure, rule, regulation or order contest the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee such standard in any reasonable manner which does not materially adversely affect the Indenture Trustee’s interest in interests of the Aircraft, does not impair the Indenture Trustee’s security interest or International Interest in the Aircraft Lessor and does not involve any material non-de minimis risk of sale, forfeiture or loss of the Aircraft or the interest of the Indenture Trustee therein or Owner Participant therein, any material risk of material civil penalty or any material risk of criminal liability being imposed on the Indenture Trustee Lessor or the holder of any Equipment NoteOwner Participant. In addition, the OwnerLessee (or a Permitted Sublessee), at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or and any Engine (each an “Optional Modification”) as the Owner Lessee (or such Permitted Lessee Sublessee) may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Owner Lessee (or such Permitted Sublessee) deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; providedEngine so long as the aggregate value of such removed Parts (based on their value as of the Delivery Date) does not exceed $200,000, however, PROVIDED further that no such Optional Modification shall alteration, modification or addition (i) materially diminish diminishes the fair market value, utility, or estimated residual value (with respect to the Airframe only), condition, remaining useful life or airworthiness of the Aircraft such Airframe or any Engine below its fair market the value, utility or utility, estimated residual value, condition, remaining useful life or airworthiness thereof immediately prior to such Optional Modification (alteration, modification or addition, assuming the Aircraft such Airframe or such Engine was then in the condition required to be maintained by the terms of this Trust Indenture immediately prior to such Optional Modification) Lease or (ii) cause causes the Aircraft to cease to have the applicable standard certificate of airworthiness be limited use property, 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 value (but not the Aircraft. For the avoidance of doubtutility, Owner may make alterations in the passenger configuration estimated residual value, condition, remaining useful life or airworthiness) of the Aircraft and may be reduced by the value of Parts which the Lessee (or such alterations shall not constitute an Optional ModificationPermitted Sublessee) has removed as permitted above. All Title to all Parts incorporated or installed in or attached or added to any the Airframe or any Engine as the result of any alteration, modification or addition effected by the Owner shall be Lessee (or a Permitted Sublessee) shall, without further act, vest in the Lessor free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust IndentureLease; provided that the Owner Lessee (or any such Permitted Lessee Sublessee) may, at any time so long as during the Airframe or any Engine is subject to the Lien of this Trust IndentureTerm, remove any such Part (such Part being referred to herein as a “Removable Part”) from such the Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof 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 such Airframe or any Engine pursuant to the terms of Section 4.02(d5(d) or the first sentence of this Section 4.04(d7(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 such Airframe or any Engine without materially diminishing or impairing the fair market value, utility or condition, utility, estimated residual value, remaining useful life or airworthiness which such Airframe or any Engine would have had at the time of removal had such removal alteration, modification or addition not been effected by the Owner, Lessee (or such Permitted Sublessee) assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such EngineLease. Upon the removal by the Owner Lessee (or such Permitted Sublessee) of any such Part as above provided in this Section 4.04(d)provided, 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 Indenture Trustee Lessor and any Lessor's Liens and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased Any Part not removed by the Lessee (or a Permitted Sublessee) as above provided prior to the return of the Airframe or respective Engine to the Lessor hereunder shall remain the property of the Lessor; provided that nothing in this Section 7(d) shall prohibit the Lessee (or a Permitted Sublessee) from or financed by third parties other than removing any seats from the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed Aircraft (which seats while so removed shall remain in the possession of the Lessee (or such Permitted Sublessee)) so long as the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished when returned to Owner the Lessor pursuant to Section 12 hereof shall be in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawcondition required thereby.

Alterations, Modifications and Additions. The Owner shall, or Borrower shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine Aircraft as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner provided, that Borrower or a Permitted Lessee 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 the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect the Indenture Trusteein any material respect Mortgagee’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 forfeiture, or loss of the Aircraft or the interest of the Indenture Trustee therein Mortgagee or any Lender therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on the Indenture Trustee Mortgagee or the holder of any Equipment NoteLender. In addition, the Owner, at its own expense, may, or Borrower may permit a Permitted Lessee at its own cost and expense to, from time to time 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 the Owner Borrower or such a Permitted Lessee may deem deems desirable in the proper conduct of its business includingbusiness, without limitation, including removal of Parts which the Owner Borrower deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; provided, however, that no such Optional Modification shall (i1) materially diminish the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility utility, or useful life immediately prior to before such Optional Modification (assuming the Aircraft or such Engine was in the condition required by this Trust Indenture Mortgage immediately prior to before such Optional Modification) ), or (ii2) 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 Aircraftairworthiness. For the avoidance of doubtExcept as otherwise provided herein, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All all Parts (other than Removable Parts) incorporated or installed in or attached to any Airframe or any Engine the Aircraft as the a result of any alterationsuch Optional Modification shall, modification or addition effected by the Owner shall be free and clear of any Liens except Permitted Liens and without further act, become subject to the Lien of this Trust Indenture; provided that the Owner 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 Trust IndentureMortgage, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof 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 such Airframe or any Engine pursuant to the terms of Section 4.02(d4.2(d) or the first sentence of this Section 4.04(d) 4.4(d), and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility utility, or remaining useful life which such Airframe or any Engine would have had at the time of removal had such removal not been effected by the Ownereffected, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture Mortgage and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d), title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee and such No Removable Part shall no longer be deemed a Part hereundersubject to the Lien of this Mortgage. Removable Parts may be leased from or financed by third parties other than Mortgagee. For the Indenture Trustee. Notwithstanding avoidance of any other provision of this Indenturedoubt, Owner may, at Mortgagee and Borrower acknowledge and agree that (x) any time, install or permit to be and all in-flight entertainment equipment installed in the Aircraft Passenger Convenience Equipment owned by Owner (whether before or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replaceafter delivery thereof) or permit shall be deemed to be removed a Removable Part for purposes of this Mortgage, (y) parts installed on the Engines (whether before or after delivery thereof) to increase the thrust setting of any such Engine shall be deemed to be a Removable Part for purposes of this Mortgage and not replaced(y) any winglets installed on the same, and Indenture Trustee shall not acquire a Lien thereon by virtue of such installation or otherwise, and the rights of the owners therein Aircraft 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawRemovable Part.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted 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 of the Aircraft or the interest of the Indenture 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, the OwnerLessee, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time 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 Aeronautics Authority and all mandatory or any Engine alert service bulletins (each an “Optional Modification”and all service bulletins which are required to be performed to maintain the warranties for the Equipment) as may be issued from time to time, to meet the Owner requirements of the Manufacturer, the Engine manufacturer and the other vendors in respect of the Equipment and the standards and airworthiness directives of the Aeronautics Authority or other governmental authority having jurisdiction. In addition, Lessee, at its own expense, may from time to time make such Permitted alterations and modifications in and additions to each Item of Equipment as Lessee may deem desirable in the proper conduct of its business includingbusiness, without limitation, removal of Parts which the Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; provided, however, provided that no such Optional Modification shall alteration, modification or addition: (i) materially diminish and adversely alters the fair market valuespecification, utilitystructure or performance of the Aircraft, (ii) adversely affects the interchangeability or replaceability of Parts, (iii) invalidates any warranties applicable to the Aircraft, or useful life of (iv) in any other way diminishes the Aircraft or any Engine below its fair market value, utility or useful life of any Item of Equipment or impairs the condition or airworthiness thereof below the value, utility, useful life, condition and airworthiness thereof immediately prior to such Optional Modification (alteration, modification or addition, assuming such Item of Equipment was then of the Aircraft or such Engine was value, utility and useful life and in the condition and airworthiness required to be maintained by the terms of this Trust Indenture immediately Lease. In addition to the foregoing, Lessee must obtain Lessor's prior written consent to such Optional Modification) any alteration, modification or (ii) cause addition to the Aircraft Airframe or any Engine, if the aggregate cost thereof exceeds $350,000. Title 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All all Parts incorporated or installed in or attached or added to any Airframe or any Engine Item of Equipment as the result of any alteration, modification or addition effected by the Owner shall, without further act, vest in Lessor; provided, however, that so long as no Event or Event of Default shall have occurred and be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; provided that the Owner or any Permitted Lessee maycontinuing, at any time so long as during the Airframe or any Engine is subject to the Lien Term in effect for an Item of this Trust IndentureEquipment, Lessee may remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if 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 such Airframe or any Engine Item of Equipment at the time of the delivery thereof 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 such Airframe or any Engine Item of Equipment pursuant to the terms of Section 4.02(dArticle 5(b) or 5(c) hereof or the first sentence of this Section 4.04(d) paragraph (c), and (iii) such Part can be removed from such Airframe Item of Equipment without causing any material damage thereto and without diminishing or any Engine without materially diminishing impairing the fair market value, utility utility, useful life, condition or remaining useful life airworthiness which such Airframe or any Engine Item of Equipment would have had at the such time of removal had such removal alteration, modification or addition not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engineoccurred. Upon the removal by the Owner Lessee of any such Part as above provided in this Section 4.04(d)provided, title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee vest in Lessee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed Any Part not removed by third parties other than Lessee as above provided prior to the Indenture Trusteereturn of the Item of Equipment to Lessor hereunder shall remain the property of Lessor. Notwithstanding In any other provision of this Indentureevent, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee Lessor shall not acquire a Lien thereon by virtue bear any liability or cost for any alteration, modification, addition, or for any grounding or suspension 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 certification of any such Passenger Convenience Item of Equipment impair or otherwise affect the rights and remedies for loss of the Indenture Trustee hereunder and under applicable lawrevenue.

Alterations, Modifications and Additions. The Owner shallLessee, or at its own expense, shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine Aircraft as may be required to be made from time to time to meet the applicable standards of the FAA DAC or other Aviation Authority to comply with any Law, rule, directive, mandatory bulletin, regulation or order of any Governmental Entity having jurisdiction over the operation Aircraft or of the manufacturer of the Aircraft, Engines or Parts. Lessee's records shall document the method and date of compliance with FAA requirements to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except required for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith certification by the Owner FAA under Part 129 (with no material variance, extension, carry-overs or any Permitted 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 of the Aircraft or the interest of the Indenture 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 Notedeferrals). In addition, the OwnerLessee, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an “Optional Modification”) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; provided, however, that provided no such Optional Modification shall (i) alteration, modification or addition materially diminish diminishes the fair market valueremaining warranty, value or 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 impairs 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 airworthiness, of the Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All Title to all Parts (other than leased Parts) incorporated or installed in or attached or added to any Airframe or any Engine the Aircraft as the result of such alteration, modification or addition shall 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 effected by to, or for any grounding or suspension of certification of, the Owner Aircraft, or for any loss of revenue arising therefrom. Notwithstanding the foregoing, so long as no Default or Event of Default shall be free and clear of continuing, Lessee may remove any Liens except Permitted Liens and become subject to the Lien of this Trust IndenturePart; provided that the Owner or any Permitted Lessee may, at any 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 (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe the Aircraft or any Engine at the time of delivery thereof hereunder or any Part in replacement of, or in substitution for, for any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Aircraft or such Airframe or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) Lease, and (iii) such Part can be removed from the Aircraft or such Airframe or any Engine without impairing or materially diminishing the fair market value, utility utility, condition or remaining useful life which airworthiness required to be maintained by the terms of this Lease that the Aircraft or such Airframe or any Engine would have had at the such time of removal had such Parts not been installed and 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 had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engineoccurred. Upon the removal by the Owner Lessee of any such Part as above provided in this Section 4.04(d)the immediately preceding sentence, title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee vest in Lessee and such Part shall no longer be deemed a Part hereunderpart of the Aircraft or such Engine from which it was removed. Removable 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 would adversely affect the marketability of the Aircraft without Lessor's prior written consent. If Lessor grants such consent, which shall not be unreasonably withheld, title to such removed Parts shall remain with Owner and Lessor may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision request Lessee to reinstall such Parts prior to termination of this IndentureLease, Owner mayprovided Lessor shall be responsible for the reasonable costs to store such Parts pending such re-installation. If Lessor requests Lessee to reinstall such Parts, at title to the Parts removed shall vest in Lessee. All costs associated with such removal and reinstallation shall be borne by Lessee. In addition to the foregoing, Lessee will not make any timealterations, install modifications or permit additions to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee 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 by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawPart.

Alterations, Modifications and Additions. The Owner shallCompany will, or shall will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine the Engines as may be are required to be made from time to time to meet the applicable standards requirements of the FAA or any applicable government of any other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of which the Aircraft (a “Mandatory Modification”)is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or Company (or, if a Lease is then in effect, any Permitted Lessee 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 Owner or Company (or, if a Lease is then in effect, 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, loss or forfeiture or loss of the Aircraft or and does not materially adversely affect Loan Trustee’s interest in the interest of the Indenture 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 NoteAircraft. In addition, the OwnerCompany (or any Permitted Lessee), 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 as Company (each an “Optional Modification”or any Permitted Lessee) as the Owner or such Permitted Lessee may deem deems 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 which the Owner that are removed that Company (or such Permitted Lessee) deems are obsolete or no longer suitable or appropriate for use in on the Aircraft, Airframe or such any 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 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 Optional Modification and securing related FAA re-certification of the Aircraft. For the avoidance of doubt, Owner Company may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modificationbe subject to the immediately preceding sentence. All Parts incorporated or installed in or attached or added to any the Airframe or any Engine as the result of any such alteration, modification or addition effected by the Owner shall shall, without further act, be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; provided that . Notwithstanding the Owner foregoing, Company (or any Permitted Lessee Lessee) may, at any time so long as time, remove any Part from the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any if such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if : (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any such Engine at the time of delivery thereof hereunder to Company 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 such the Airframe or any such Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d7.04(c) and (iii) such Part can be removed from such the Airframe or any such Engine without materially diminishing the fair market value, value or utility or remaining useful life which such required to be maintained by the terms of this Indenture that the Airframe or any such Engine would have had at the time of removal had such removal not Part never been effected by installed on the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner Company (or any Permitted Lessee) of any such Part as above provided in permitted by this Section 4.04(d7.04(c), title thereto such removed Part shall, without further act, be free and clear of all rights and interests of the Indenture Loan Trustee and such Part the Lien of this Indenture and shall no longer be deemed a Part hereunder. Removable Parts may be leased Upon request of Company from or financed time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by third parties other than Company confirming the Indenture Trusteerelease 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 provision Indenture and Security Agreement (2019-1 EETC) N976JT term or condition of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner Company (or any Permitted Lessee 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 third parties and leased or otherwise furnished any such removal, if damaged, is repaired prior to Owner return, in the ordinary course of business (including pursuant a workmanlike manner, to a conditional sale contractcondition suitable for commercial passenger service; provided that all costs of installation, a licence or otherwise), removal and Owner may remove (and not replace) or permit to replacement shall be removed (and not replaced) the same, and Indenture Trustee shall not acquire a Lien thereon by virtue responsibility 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawCompany.

Alterations, Modifications and Additions. The Owner shallOwner, or shall cause a Permitted Lessee toat its own expense, will make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine Engines as may be required to be made from time to time to meet the applicable standards of the FAA or any other Aviation Authority governmental authority having jurisdiction over jurisdiction; provided, however, that the operation Owner (or, if a Lease is then in effect, any Lessee) may, in good faith, contest the validity or application of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any such law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted 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 of the Aircraft or the interest of the Indenture 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, the OwnerOwner (or any Lessee), 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 the Owner (or such Permitted Lessee any Lessee) may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which the Owner deems are (or any Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use in on the Aircraft, Airframe or such EngineEngine (such parts, "Obsolete Parts"); provided, however, provided that no such Optional Modification alteration, modification or addition shall (i) materially diminish the fair market value, utility, utility or remaining useful life of the Aircraft Airframe or any such Engine below its fair market the value, utility or remaining useful life thereof immediately prior to such Optional Modification (alteration, modification or addition, assuming the Aircraft Airframe or such Engine was then in the condition required to be maintained by the terms of this Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness Indenture, except that such certificate the value (but not the utility or remaining useful life) of airworthiness temporarily the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modificationexceed $400,000. All Parts incorporated or installed in or attached or added to any the Airframe or any an Engine as the result of any such alteration, modification or addition effected by (the Owner shall be free and clear of any Liens except Permitted Liens and "Additional Parts") shall, without further act, become subject to the Lien of this Trust Indenture; . Notwithstanding the foregoing sentence, the Owner (or any Lessee) may remove or suffer to be removed any Additional Part, provided that the Owner or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Additional Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any Engine at on the time of delivery thereof hereunder Closing Date 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 such the Airframe or any Engine pursuant to the terms of Section 4.02(d) 7.02 hereof or the first sentence of this Section 4.04(dparagraph (c) and (iii) such Part can be removed from such the Airframe or any such Engine without materially diminishing or impairing the fair market value, utility or remaining useful life which such the Airframe or any such Engine would have had at the time of removal had such removal alteration, modification or addition not been effected by the Owneroccurred, assuming the Aircraft that such Airframe or Engine was otherwise maintained in the condition and repair required to be maintained by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engineterms hereof. Upon the removal by the Owner (or any Lessee) of any Part as provided above, such Part as above provided in this Section 4.04(d), title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee Trustee, such Part shall not be subject to the Lien of this Trust Indenture and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee shall not acquire a Lien thereon by virtue of such installation or otherwise, and the rights part of the owners therein shall not constitute a default under this Trust Indenture, Airframe or Engine from which it being acknowledged and agreed, however, that in no event shall the installation of any such Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawwas removed.

Alterations, Modifications and Additions. The Owner shallLessee, or shall cause a Permitted Lessee toat its own expense, will make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or any other Aviation Authority governmental authority having jurisdiction over regardless of upon whom nominally imposed; provided, however, that Lessee may, in good faith, contest the operation validity or application of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any such law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect the Indenture Trustee’s Lessor or its right, title and interest in the Aircraft, does not impair the Indenture Trustee’s security interest Engine or International Interest in the Aircraft any Airframe and does not involve any material risk of sale, forfeiture or loss of the Aircraft or the interest of the Indenture Trustee therein Engine or any material Airframe (or airframe on which it is installed) or any risk of material civil penalty liability or any material risk of criminal liability being imposed on the Indenture Trustee Lessor; provided, further, that no appliance, part, instrument, appurtenance, accessory, furnishing or the holder other equipment of whatever nature relating to such alteration, modification or addition may be leased from any Equipment NotePerson other than Lessor. In addition, the OwnerLessee, 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 the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Enginebusiness; provided, however, provided that no such Optional Modification shall (i) materially 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 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition effected by shall diminish the Owner shall be free and clear value, utility or remaining useful life of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; provided that Engine below the Owner value, utility or any Permitted Lessee may, at any 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 (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 remaining useful life thereof immediately prior to such Airframe alteration, modification or any addition, assuming the Engine at was then in the time of delivery thereof hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not condition required to be maintained by the terms of this Lease. Title to all Parts incorporated or installed in or attached or added to the Engine as the result of such alteration, modification or addition (the “Additional Parts”) shall, without further act, vest in the Owner, and the Owner shall not be required under any circumstances under this Lease to pay directly for any alteration, modification or addition. Any Part installed by Lessee as above provided prior to the return of the Engine to Lessor hereunder shall remain the property of the Owner. Lessee shall not, without Lessor’s prior written consent, make any Major Modifications to the Engine if such Major Modifications to such Airframe or any Engine pursuant to airframe would affect the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or 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 had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d), title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawEngine.

Alterations, Modifications and Additions. The Owner shallMortgagor, or at its own expense, shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet comply with the applicable standards rules and regulations of the FAA or other Aviation Authority having jurisdiction over the operation of the AircraftFAA, to maintain the extent made mandatory in respect Standard Certificate of Airworthiness for the Aircraft (a “Mandatory Modification”)and 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 Owner or a Permitted Lessee and (ii) any lawprovided that Mortgagor may, rulein good faith, regulation or order contest the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee such standard 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 Lien of this Agreement or International Interest in the Aircraft and does not involve subject Mortgagee or any material Holder to any risk of sale, forfeiture civil or loss of the Aircraft or the interest of the Indenture 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 Notepenalty. In addition, the OwnerMortgagor, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or and any Engine (each an “Optional Modification”) as the Owner or such Permitted Lessee Mortgagor may deem desirable in the proper conduct of its business (including, without limitation, removal of Parts), provided further that no such alteration, modification or addition diminishes, in Mortgagee's reasonable judgment, the value, utility, condition, airworthiness or remaining useful life of the Airframe or Engine below the value, utility, condition, airworthiness or remaining useful life thereof immediately prior to such alteration, modification or addition, assuming the Airframe or Engine was then in the condition required to be maintained by the terms of this Agreement, except that the value (but not the utility, condition, airworthiness or remaining useful life) of the Aircraft may be reduced by the value of Parts which the Owner Mortgagor deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or Engine which shall have been removed and not replaced, if the aggregate value of all such Engine; provided, however, that no such Optional Modification shall (i) materially diminish the fair market value, utility, obsolete 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 Optional Modification and securing related FAA re-certification of the Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of unsuitable Parts removed from the Aircraft and such alterations not replaced shall not constitute an Optional Modificationexceed $500,000. All Parts incorporated or installed in or attached or added to any the Airframe or any Engine as the result of any alteration, alteration modification or addition effected by the Owner Mortgagor shall be free and clear of any Liens except Permitted Liens and and, without further act, become subject to the Lien of this Trust IndentureAgreement; provided that the Owner or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, Mortgagor may remove any such Part (such Part being referred to herein as a “Removable Part”) from such the Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any Engine at the time of delivery thereof 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 such the Airframe or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) hereof and (iii) such Part can be removed from such the Airframe or any Engine without materially diminishing or impairing the fair market value, utility condition, utility, airworthiness or remaining useful life which such the Airframe or any Engine would have had at the time of removal had such removal alteration, modification or addition not been effected by the Owner, Mortgagor assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such EngineAgreement. Upon the removal by the Owner Mortgagor of any such Part as above provided in this Section 4.04(d)provided, title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than Any such Part not so removed shall, so long as the Indenture Trustee. Notwithstanding any other provision Lien of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee Agreement shall not acquire a Lien thereon by virtue of have been discharged, remain subject to 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawLien.

Alterations, Modifications and Additions. The Owner shallCompany will, or shall will cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine the Engines as may be are required to be made from time to time to meet the applicable standards requirements of the FAA or any applicable government of any other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of which the Aircraft (a “Mandatory Modification”)is then registered; except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or Company (or, if a Lease is then in effect, any Permitted Lessee 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 Owner or Company (or, if a Lease is then in effect, 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, loss or forfeiture or loss of the Aircraft or and does not materially adversely affect Loan Trustee’s interest in the interest of the Indenture 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 NoteAircraft. In addition, the OwnerCompany (or any Permitted Lessee), 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 as Company (each an “Optional Modification”or any Permitted Lessee) as the Owner or such Permitted Lessee may deem deems 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 which the Owner that are removed that Company (or such Permitted Lessee) deems are obsolete or no longer suitable or appropriate for use in on the Aircraft, Airframe or such any 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 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 Optional Modification and securing related FAA re-certification of the Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All Parts incorporated or installed in or attached or added to any the Airframe or any Engine as the result of any such alteration, modification or addition effected by the Owner shall shall, without further act, be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; provided that . Notwithstanding the Owner foregoing, Company (or any Permitted Lessee Lessee) may, at any time so long as time, remove any Part from the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any if such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if : (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any such Engine at the time of delivery thereof hereunder to Company 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 such the Airframe or any such Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d‎Section 7.04(c) and (iii) such Part can be removed from such the Airframe or any such Engine without materially diminishing the fair market value, value or utility or remaining useful life which such required to be maintained by the terms of this Indenture that the Airframe or any such Engine would have had at the time of removal had such removal not Part never been effected by installed on the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner Company (or any Permitted Lessee) of any such Part as above provided in permitted by this Section 4.04(d‎Section 7.04(c), title thereto such removed Part shall, without further act, be free and clear of all rights and interests of the Indenture Loan Trustee and such Part the Lien of this Indenture and shall no longer be deemed a Part hereunder. Removable Parts may be leased Upon request of Company from or financed time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by third parties other than Company confirming the Indenture Trusteerelease 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 7.04(c) or any other provision term or condition of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner Company (or any Permitted Lessee 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 third parties and leased or otherwise furnished any such removal, if damaged, is repaired prior to Owner return, in a workmanlike manner, to a condition suitable for use in the ordinary course Company’s business; provided that all costs of business (including pursuant to a conditional sale contractinstallation, a licence or otherwise), removal and Owner may remove (and not replace) or permit to replacement shall be removed (and not replaced) the same, and Indenture Trustee shall not acquire a Lien thereon by virtue responsibility 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawCompany.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the each Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the such Aircraft, to the extent made mandatory in respect of such Aircraft; provided however, that the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee may, in good faith and (ii) by appropriate procedure, 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 the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect the Indenture TrusteeMortgagee’s interest in the such Aircraft, does not impair the Indenture TrusteeMortgagee’s security interest or International Interest in the such Aircraft and does not involve any material risk of sale, forfeiture or loss of the such Aircraft or the interest of the Indenture Trustee therein Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on the Indenture Trustee Mortgagee or the holder of any Equipment NoteSecured Party. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the any Airframe or any Engine (each an “Optional Modification”) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Owner deems are obsolete or no longer suitable or appropriate for use in the such 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 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 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 Optional Modification and securing related FAA re-certification of the Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust IndentureMortgage; provided that the Owner or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust IndentureMortgage, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof 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 such Airframe or any Engine pursuant to the terms of Section 4.02(d2.02(d) or the first sentence of this Section 4.04(d2.04(d) and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or 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 Mortgage and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d2.04(d), title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawMortgagee.

Alterations, Modifications and Additions. The Owner shallCompany, or shall cause a Permitted Lessee toat its own expense, will make (or cause to be made) such alterations and modifications in and additions to the Aircraft, any Airframe and each or Engine as may be required to be made from time to time to meet the applicable standards of the FAA or any applicable regulatory agency or body of any other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of which the Aircraft may then be registered as permitted by Section 3.2(e) hereof; PROVIDED, HOWEVER, that the Company (a “Mandatory Modification”); except for (ior any Lessee) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner may, in good faith, contest the validity or a Permitted Lessee and (ii) application of any such law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted 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 of the Aircraft or the interest of the Indenture 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 NoteCollateral Agent. In addition, the OwnerCompany (or any Lessee), 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 Owner Company (or such Permitted Lessee Lessee) may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which the Owner deems are Company (or such Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use in the Aircraft, on such Airframe or Engine (such Engineparts, "OBSOLETE PARTS"); provided, however, PROVIDED that no such Optional Modification alteration, modification or addition shall (i) materially diminish the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or remaining useful life of such Airframe or Engine below the value, utility or remaining useful life thereof immediately prior to such Optional Modification (alteration, modification or addition, assuming the Aircraft such Airframe or such Engine was then in the condition required to be maintained by the terms of this Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness Mortgage, except that such certificate the value (but not the utility or remaining useful life) of airworthiness temporarily any Airframe or Engine may be reduced by the value of Obsolete Parts which have been removed so long as the aggregate value of all Obsolete Parts that shall have been removed and not replaced by with respect to any Aircraft shall not exceed an experimental certificate during the process of implementing and testing such Optional Modification and securing related FAA re-certification amount equal to 1.5% of the Appraised Value of such Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All Parts incorporated or installed in or attached or added to any Airframe the Airframes or any Engine the Engines as the result of any such alteration, modification or addition effected by (the Owner "ADDITIONAL PARTS") shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; provided that Mortgage. Notwithstanding the Owner foregoing sentence, the Company (or any Permitted Lessee mayLessee) may remove or suffer to be removed any Additional Part, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any PROVIDED that such Additional Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof 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 such Airframe or any Engine pursuant to the terms of Section 4.02(d3.2(a) or (c) hereof or the first sentence of this Section 4.04(d) 3.4(d), and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing or impairing the fair market value, utility or remaining useful life which such Airframe or any Engine would have had at the time of removal had such removal alteration, modification or addition not been effected by the Owneroccurred, assuming the Aircraft that such Airframe or Engine was otherwise maintained in the condition and repair required to be maintained by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engineterms hereof. Upon the removal by the Owner Company (or any Lessee) of any such Part part as above provided in this Section 4.04(d)provided, title thereto such part shall, without further act, be free and clear of all rights of the Indenture Trustee Collateral Agent and such Part shall no longer not be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable law.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, will make (or cause to be made) made such alterations and modifications in and additions to the AircraftAirframe, Airframe the Engines and each Engine the Parts as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation applicable regulatory agency or body of the Aircraft, to the extent made mandatory foreign jurisdiction in respect of which the Aircraft (a “Mandatory Modification”is then registered as permitted by Section 7(a); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted provided that Lessee and (ii) any law, rule, regulation or order may in good faith contest the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee such standard in any reasonable manner which does not materially adversely affect the Indenture Trustee’s interest in the AircraftLessor, does not impair the Indenture Trustee’s security interest Owner Participant or International Interest their respective interests in the Aircraft and does not or involve any material risk of sale, forfeiture or loss of the Aircraft or the interest of the Indenture 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 Notematerial civil penalty against Lessor or Owner Participant. In addition, the OwnerLessee, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe Airframe, any Engine or any Engine (each an “Optional Modification”) Part as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business includingbusiness, including without limitation, removal of Parts which the Owner that Lessee deems are 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, addition or removal shall materially diminish the value (except as described in the Aircraft, last proviso of this sentence) or utility of the Airframe or such Engine; provided, howeveror impair the condition or airworthiness thereof, that no such Optional Modification shall (i) materially diminish below the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life condition and airworthiness thereof immediately prior to such Optional Modification (alteration, modification, addition or removal assuming the Aircraft Airframe or such Engine was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this Trust Indenture immediately prior to such Optional ModificationLease; provided that the value (but not the utility, condition or airworthiness) 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, Owner may make alterations in the passenger configuration of the Aircraft may be reduced by the value of the Obsolete Parts which shall have been removed, if the aggregate value of all such Obsolete Parts removed from the Aircraft and such alterations not replaced in accordance with the terms of this Section 8 shall not constitute an Optional Modificationexceed the amount specified in Schedule A to the Participation Agreement. All Title to all Parts incorporated or installed in or attached or added to any the Airframe or any Engine or Part as the result of any such alteration, modification or addition effected by shall, without further act, vest in Lessor. Lessor shall not be required under any circumstances to pay or compensate Lessee for any such alteration, modification or addition. Notwithstanding the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; provided that the Owner or any Permitted foregoing, Lessee may, at any time so long as during the Airframe or any Engine is subject to the Lien of this Trust IndentureTerm, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if ; 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 (or which should have been incorporated or installed in or attached) to such the Airframe or any such Engine at the time of delivery thereof hereunder to Lessee on the Delivery Date 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 such Airframe or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(dsubsection (c) and (iii) such Part can be removed from such the Airframe or any such Engine without materially diminishing or impairing the fair market value, utility utility, condition or remaining useful life airworthiness required to be maintained by the terms of this Lease which such the Airframe or any such Engine would have had at the such time of removal had such removal not Part never been effected by installed on the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner Lessee of any such Part as above provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 4.04(dsubsection (c), title thereto shall, without further act, be vest in Lessee, free and clear of all rights right, title and interest of the Indenture Trustee Lessor and of Lessor’s Liens, and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee shall not acquire a Lien thereon by virtue of such installation or otherwise, and the rights part of the owners therein shall Airframe or the Engine from which it was removed. Title to any Part not constitute a default under this Trust Indenture, it being acknowledged and agreed, however, that removed by Lessee as provided in no event shall such second preceding sentence prior to the installation of any such Passenger Convenience Equipment impair or otherwise affect the rights and remedies return of the Indenture Trustee Airframe or such Engine to Lessor hereunder and under applicable lawshall remain vested in Lessor.

Alterations, Modifications and Additions. The Owner shallLessee will, or shall cause a Permitted Lessee toat its cost and expense, make (or cause to be made) alterations and such alterations, modifications in and additions to the Aircraft, Airframe and each Engine Engines as may be required to be made from time to time during the Term to meet the applicable standards of the FAA or the applicable aviation authority of any other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of which the Aircraft (a “Mandatory Modification”)may then be 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 Owner PROVIDED, HOWEVER, that Lessee or a any Permitted Lessee 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 the Owner or any Permitted Lessee in any reasonable manner appropriate proceedings which does not materially adversely affect the Indenture Trustee’s Lessor (or its 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 of the Aircraft or the interest of the Indenture 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, the Owner, at its own expense, may, Lessee or any Permitted Sublessee may permit a Permitted Lessee at its own cost and expense to, from time to time 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 (each an “Optional Modification”) as the Owner or such Permitted Lessee reasonably may deem desirable in the proper conduct of its business includingbusiness, without limitation, including removal of Parts which the Owner Lessee or any Permitted Sublessee reasonably deems are to be obsolete or no longer suitable or appropriate for use in on the AircraftAirframe or 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; provided, however, that no such Optional Modification shall (i) or materially diminish diminishes the fair market value, utility, utility or remaining useful life of the Aircraft Airframe or any such Engine below its fair market the value, utility or remaining useful life thereof immediately prior to such Optional Modification (alteration, modification, removal or addition, assuming that the Aircraft Airframe or such Engine was is in the condition required to be maintained by this Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have terms of the applicable standard certificate of airworthiness Lease, except that such certificate the value (but not the utility or remaining useful life) of airworthiness temporarily the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced 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, Owner may make alterations shall not exceed in the passenger configuration aggregate $300,000 in value at the time of the Aircraft and such alterations shall not constitute an Optional Modificationremoval. All Parts parts incorporated or installed in or attached or added to any the Airframe or any an Engine as the result of any such alteration, modification or addition effected (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 removed by the Owner shall be free and clear of any Liens except Permitted Liens and become subject Lessee pursuant to the Lien next sentence shall not automatically become property of this Trust Indenture; provided that Lessor). Notwithstanding the Owner foregoing, Lessee or any Permitted Lessee maySublessee may remove (and not replace) any Additional Part, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any PROVIDED that such Additional Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any Engine at the time of delivery thereof hereunder under this Lease or any Part in replacement of, of or in substitution for, for any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such the Airframe or any Engine pursuant to the terms of Section 4.02(dSECTION 7(a)(1) or the first sentence of this Section 4.04(dSECTION 8(c) and (iii) such Part can readily be removed from such the Airframe or any such Engine without materially causing any material damage to the Aircraft and without diminishing or impairing the fair market value, utility utility, condition or remaining useful life which such the Airframe or any such Engine would have had at the such time of removal had such removal alteration, modification or addition not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(doccurred (a "REMOVABLE PART"), title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than Lessor. Upon removal of such Part, the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install Airframe or permit such Engine 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 installed maintained by the terms hereof. Upon the removal thereof as 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 and title thereto shall, without further act, vest in Lessee (or such Permitted Sublessee or such third party lessor or financing party of the Removable Parts, as the case may be). Any Additional Part not removed as above provided prior to the return of the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in Lessor hereunder shall remain the ordinary course property of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawLessor.

Alterations, Modifications and Additions. The Owner shall, or Grantor shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the AircraftFAA, to the extent made mandatory in respect of the Aircraft such Engine (a “Mandatory Modification”); except for (i) immaterial provided, however, that the Grantor may, in good faith and non-recurring violations with respect to which corrective measures are being taken promptly by Owner appropriate procedure, contest the validity or a Permitted Lessee and (ii) application of any law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect the Indenture Security Trustee’s interest in the Aircraft, does not impair the Indenture Trustee’s security interest or International Interest in the Aircraft such Engine and does not involve any material risk of sale, forfeiture or loss of the Aircraft such Engine or the interest of the Indenture Security Trustee therein therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on the Indenture Security Trustee or the holder of any Equipment NoteSecured Party. In addition, the OwnerGrantor, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make make, or cause to be made made, such alterations and modifications in and additions to the Airframe or any Engine (each an “Optional Modification”) as the Owner or such Permitted Lessee Grantor may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Owner Grantor deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such EngineEngine (“Obsolete Parts”); provided, however, that no such Optional Modification to an Engine shall (i) materially diminish the fair market value, utility, utility or remaining useful life of the Aircraft or any such Engine below its fair market value, utility or remaining useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by this Trust Indenture 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 Optional Modification and securing related FAA re-certification of the Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification). All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition effected by the Owner Grantor shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust IndentureMortgage; provided that the Owner or any Permitted Lessee Grantor may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust IndentureMortgage, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of original delivery thereof hereunder 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 such Airframe or any Engine pursuant to the terms of Section 4.02(d3.02(d) or the first sentence of this Section 4.04(d3.04(d) and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or any Engine would have had at the time of removal had such removal not been effected by the OwnerGrantor, assuming the Aircraft such Engine was otherwise maintained in the condition required by this Trust Indenture Mortgage and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner Grantor of any such Removable Part or Obsolete Part as above provided in this Section 4.04(d)provided, (A) title thereto shall, without further act, be free and clear of all rights of the Indenture Security Trustee and (B) such Removable Part or Obsolete Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by (and subject to Liens thereunder in favor of) third parties other than the Indenture Security Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable law.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, Company will make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine the Engines as may be required to be made from time to time to meet the applicable standards requirements of the FAA or any applicable government of any other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of which the Aircraft may then be registered; provided, however, that the Company (or, if a “Mandatory Modification”); except for (iLease is then in effect, any Permitted Lessee) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any lawmay, rulein good faith, regulation or order contest the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee such requirement 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 that does not involve any material risk of sale, loss or forfeiture or loss of the Aircraft or and does not materially adversely affect the Loan Trustee's interest of in the Indenture 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 NoteAircraft. In addition, the OwnerCompany (or any Permitted Lessee), 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 the Owner Company (or such any Permitted Lessee 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 which that are removed that the Owner Company deems are obsolete or no longer suitable or appropriate for use in on the Aircraft, Airframe or such any 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 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 Optional Modification and securing related FAA re-certification of the Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All Parts incorporated or installed in or attached or added to any the Airframe or any Engine as the result of any such alteration, modification or addition effected by the Owner shall shall, without further act, be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; provided that . Notwithstanding the Owner foregoing, the Company (or any Permitted Lessee Lessee) may, at any time so long as time, remove any Part from the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any if such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if : (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any such Engine at the time of delivery thereof hereunder to the Company 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 such the Airframe or any such Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d7.04(c) and or (iii) such Part can be removed from such the Airframe or any such Engine without materially diminishing the fair market value, value or utility or remaining useful life which such required to be maintained by the terms of this Indenture that the Airframe or any such Engine would have had at the such 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 had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engineoccurred. Upon the removal by the Owner Company (or any Permitted Lessee) of any such Part as above provided in permitted by this Section 4.04(d7.04(c), title thereto such removed Part shall, without further act, be free and clear of all rights and interests of the Indenture Loan Trustee and such Part the Lien of this Indenture and shall no longer be deemed a Part hereunder. Removable Parts may be leased Upon request of the Company from or financed by third parties other than time to time, the Indenture Trustee. Notwithstanding Loan Trustee shall execute and deliver to the Company an appropriate instrument confirming the release of any other provision such removed Part from the Lien of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable law.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “"Mandatory Modification”"); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by PROVIDED HOWEVER, that the Owner or a Permitted Lessee may, in good faith and (ii) by appropriate procedure, 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 the Owner or any Permitted Lessee in any reasonable manner which does not materially adversely affect the Indenture Trustee’s Mortgagee'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 of the Aircraft or the interest of the Indenture Trustee therein Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on the Indenture Trustee Mortgagee or the holder of any Equipment Note. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an “"Optional Modification”") as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; providedPROVIDED, howeverHOWEVER, that no such Optional Modification shall (i) materially 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 prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by this the 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modificationairworthiness. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition 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; provided PROVIDED that the Owner or any Permitted Lessee may, at any 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”"REMOVABLE PART") from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof 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 such Airframe or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or 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 had not been incorporated or installed in or attached to the Aircraft, Airframe or such EngineIndenture. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d)provided, title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawMortgagee.

Alterations, Modifications and Additions. The Owner shallLessee, or at its own expense, shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each any Engine as may be required to be made from time to time during the Term by Applicable Law or in order to meet maintain the applicable standards insurance required under Section 9 regardless of upon whom such requirements are, by their terms, nominally imposed; PROVIDED, that the FAA or other Aviation Authority having jurisdiction over the operation of the AircraftLessee may, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial good faith and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any lawappropriate procedure, rule, regulation or order contest the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee such standard in any reasonable manner which does not materially adversely affect the Indenture Trustee’s interest in interests of the Aircraft, does not impair the Indenture Trustee’s security interest or International Interest in the Aircraft Lessor and does not involve any material non-de minimis risk of sale, forfeiture or loss of the Aircraft or the interest of the Indenture Trustee therein or Owner Participant therein, any material risk of material civil penalty or any material risk of criminal liability being imposed on the Indenture Trustee Lessor or the holder of any Equipment NoteOwner Participant. In addition, the OwnerLessee (or a Permitted Sublessee), at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or and any Engine (each an “Optional Modification”) as the Owner Lessee (or such Permitted Lessee Sublessee) may deem desirable in the -15- proper conduct of its business including, without limitation, removal of Parts which the Owner Lessee (or such Permitted Sublessee) deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; providedEngine so long as the aggregate value of such removed Parts (based on their value as of the Delivery Date) does not exceed $200,000, however, PROVIDED further that no such Optional Modification shall alteration, modification or addition (i) materially diminish diminishes the fair market value, utility, or estimated residual value (with respect to the Airframe only), condition, remaining useful life or airworthiness of the Aircraft such Airframe or any Engine below its fair market the value, utility or utility, estimated residual value, condition, remaining useful life or airworthiness thereof immediately prior to such Optional Modification (alteration, modification or addition, assuming the Aircraft such Airframe or such Engine was then in the condition required to be maintained by the terms of this Trust Indenture immediately prior to such Optional Modification) Lease or (ii) cause causes the Aircraft to cease to have the applicable standard certificate of airworthiness be limited use property, 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 value (but not the Aircraft. For the avoidance of doubtutility, Owner may make alterations in the passenger configuration estimated residual value, condition, remaining useful life or airworthiness) of the Aircraft and may be reduced by the value of Parts which the Lessee (or such alterations shall not constitute an Optional ModificationPermitted Sublessee) has removed as permitted above. All Title to all Parts incorporated or installed in or attached or added to any the Airframe or any Engine as the result of any alteration, modification or addition effected by the Owner shall be Lessee (or a Permitted Sublessee) shall, without further act, vest in the Lessor free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust IndentureLease; provided that the Owner Lessee (or any such Permitted Lessee Sublessee) may, at any time so long as during the Airframe or any Engine is subject to the Lien of this Trust IndentureTerm, remove any such Part (such Part being referred to herein as a “Removable Part”) from such the Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof 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 such Airframe or any Engine pursuant to the terms of Section 4.02(d5(d) or the first sentence of this Section 4.04(d7(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 such Airframe or any Engine without materially diminishing or impairing the fair market value, utility or condition, utility, estimated residual value, remaining useful life or airworthiness which such Airframe or any Engine would have had at the time of removal had such removal alteration, modification or addition not been effected by the Owner, Lessee (or such Permitted Sublessee) assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such EngineLease. Upon the removal by the Owner Lessee (or such Permitted Sublessee) of any such Part as above provided in this Section 4.04(d)provided, 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 Indenture Trustee Lessor and any Lessor's Liens and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased Any Part not removed by the Lessee (or a Permitted Sublessee) as above provided prior to the return of the Airframe or respective Engine to the Lessor hereunder shall remain the property of the Lessor; provided that nothing in this Section 7(d) shall prohibit the Lessee (or a Permitted Sublessee) from or financed by third parties other than removing any seats from the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed Aircraft (which seats while so removed shall remain in the possession of the Lessee (or such Permitted Sublessee)) so long as the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished when returned to Owner the Lessor pursuant to Section 12 hereof shall be in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawcondition required thereby.

Alterations, Modifications and Additions. The Owner shall, or Lessee shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine Aircraft as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”"MANDATORY MODIFICATION"); except for (i) immaterial PROVIDED, that Lessee or any Permitted Sublessee may, in good faith and non-recurring violations with respect to which corrective measures are being taken promptly by Owner appropriate procedure, contest the validity or a Permitted Lessee and (ii) application of any law, rule, regulation regulation, or order the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee in any reasonable manner which does not materially have more than a DE MINIMIS risk of adversely affect the Indenture Trustee’s affecting Lessor'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 more than a DE MINIMIS risk of sale, forfeiture forfeiture, or loss of the Aircraft or the interest of the Indenture Trustee therein or any material Owner Participant therein, more than a DE MINIMIS risk of material civil penalty penalty, or any material risk of criminal liability being imposed on the Indenture Trustee Lessor or the holder of any Equipment NoteOwner Participant. In addition, the Owner, at its own expense, may, or Lessee may permit a Permitted Lessee at its own cost and expense to, from time to time 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”"OPTIONAL MODIFICATION") as the Owner Lessee or such any Permitted Lessee may deem Sublessee deems desirable in the proper conduct of its business includingbusiness, without limitation, including removal of Parts which the Owner Lessee deems are obsolete or no longer suitable or appropriate for use in the AircraftAircraft (PROVIDED, Airframe or 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 with Lessor having the right to request such Engineparts be shipped to Owner Participant upon removal at Lessee's expense; provided, howeverPROVIDED, that no such Optional Modification shall (i1) materially diminish the fair market value, estimated residual value, utility, or economic useful life of the Aircraft or any Engine below its fair market value, utility estimated residual value, utility, or economic useful life immediately prior to before such Optional Modification (assuming the Aircraft or such Engine was in the condition required by this Trust Indenture the Lease immediately prior to before such Optional Modification) or ), (ii2) 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 doubtcertificate, Owner may make alterations in the passenger configuration of or (3) cause the Aircraft and such alterations shall not constitute an Optional Modificationto become "limited use property" within the meaning of Rev. Proc. All 79-48. Except as otherwise provided herein, title to all Parts (other than Removable Parts (as defined below)) incorporated or installed in or attached to any Airframe or any Engine the Aircraft as the result of any alterationsuch Optional Modification shall, modification or addition effected by the Owner shall be free and clear of any Liens except Permitted Liens without further act, vest in Lessor and become subject to this Lease. Notwithstanding anything to the Lien of contrary in this Trust Indenture; provided that the Owner ss. D, Lessee or any a Permitted Lessee Sublessee may, at any time so long as during the Airframe or any Engine is subject to the Lien of this Trust IndentureTerm, remove any such Part (such Part being referred to herein as a “Removable Part”"REMOVABLE PART") from such Airframe or an Engine if (iaa) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine the Aircraft at the time of delivery thereof hereunder to Lessee or any Part in replacement of, or in substitution for, any such original Part, (iibb) such Part is not required to be incorporated or installed in or attached or added to such Airframe or any Engine the Aircraft pursuant to the terms of Section 4.02(d) ss. A of this Annex C or the first sentence of this Section 4.04(d) ss. D or pursuant to the terms of any insurance policies required to be carried hereunder or any applicable law, and (iiicc) such Part can be removed from such the Airframe or any Engine without materially in any material respect diminishing the fair market value, utility estimated residual value, utility, or remaining economic useful life which such that the Airframe or any Engine would have had at the time of removal had such removal not been effected by the Owneroccurred, assuming the Aircraft that such Airframe or Engine was otherwise maintained in the condition and repair required to be maintained by this Trust Indenture the terms hereof and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d), title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than the Indenture TrusteeLessor. Notwithstanding Title to any other provision of this Indenture, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee Removable Part shall not acquire a Lien thereon by virtue of such installation or otherwise, and vest in Lessor; except that any Part not removed before the rights return to Lessor hereunder of the owners therein Airframe or Engine on which it is incorporated, installed, or attached shall not constitute a default under this Trust Indenture, it being acknowledged and agreed, however, that in no event shall become the installation property of any such Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawLessor.

Alterations, Modifications and Additions. The Owner shallLessee, or at its own expense, shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each any Engine as may be required to be made from time to time during the Term by Applicable Law or in order to meet maintain the applicable standards insurance required under Section 9 regardless of upon whom such requirements are, by their terms, nominally imposed; provided, that the FAA or other Aviation Authority having jurisdiction over the operation of the AircraftLessee may, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial good faith and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any lawappropriate procedure, rule, regulation or order contest the validity or application of which is being contested in good faith by the Owner or any Permitted Lessee such standard in any reasonable manner which does not materially adversely affect the Indenture Trustee’s interest in interests of the Aircraft, does not impair Lessor or the Lien of the Indenture Trustee’s security interest or International Interest in the Aircraft and does not involve any material non-de minimis risk of sale, forfeiture or loss of the Aircraft or the interest of the Indenture Trustee therein or any Participant therein, any material risk of material civil penalty or any material risk of criminal liability being imposed on the Indenture Trustee Lessor or the holder of any Equipment NoteOwner Participant. In addition, the OwnerLessee (or a Permitted Sublessee), at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or and any Engine (each an “Optional Modification”) as the Owner Lessee (or such Permitted Lessee Sublessee) may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Owner Lessee (or such Permitted Sublessee) deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; providedEngine so long as the aggregate value of such removed Parts (based on their value as of the Delivery Date) does not exceed $200,000, however, provided further that no such Optional Modification shall alteration, modification or addition (i) materially diminish diminishes the fair market value, utility, or estimated residual value (with respect to the Airframe only), condition, remaining useful life or airworthiness of the Aircraft such Airframe or any Engine below its fair market the value, utility or utility, estimated residual value, condition, remaining useful life or airworthiness thereof immediately prior to such Optional Modification (alteration, modification or addition, assuming the Aircraft such Airframe or such Engine was then in the condition required to be maintained by the terms of this Trust Indenture immediately prior to such Optional Modification) Lease or (ii) cause causes the Aircraft to cease to have the applicable standard certificate of airworthiness be limited use property, 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 value (but not the Aircraft. For the avoidance of doubtutility, Owner may make alterations in the passenger configuration estimated residual value, condition, remaining useful life or airworthiness) of the Aircraft and may be reduced by the value of Parts which the Lessee (or such alterations shall not constitute an Optional ModificationPermitted Sublessee) has removed as permitted above. All Title to all Parts incorporated or installed in or attached or added to any the Airframe or any Engine as the result of any alteration, modification or addition effected by the Owner shall be Lessee (or a Permitted Sublessee) shall, without further act, vest in the Lessor free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust IndentureLease; provided that the Owner Lessee (or any such Permitted Lessee Sublessee) may, at any time so long as during the Airframe or any Engine is subject to the Lien of this Trust IndentureTerm, remove any such Part (such Part being referred to herein as a “Removable Part”) from such the Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof 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 such Airframe or any Engine pursuant to the terms of Section 4.02(d5(d) or the first sentence of this Section 4.04(d7(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 such Airframe or any Engine without materially diminishing or impairing the fair market value, utility or condition, utility, estimated residual value, remaining useful life or airworthiness which such Airframe or any Engine would have had at the time of removal had such removal alteration, modification or addition not been effected by the Owner, Lessee (or such Permitted Sublessee) assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such EngineLease. Upon the removal by the Owner Lessee (or such Permitted Sublessee) of any such Part as above provided in this Section 4.04(d)provided, 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 the Indenture Trustee and any Lessor's Liens and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased Any Part not removed by the Lessee (or a Permitted Sublessee) as above provided prior to the return of the Airframe or respective Engine to the Lessor hereunder shall remain the property of the Lessor; provided that nothing in this Section 7(d) shall prohibit the Lessee (or a Permitted Sublessee) from or financed by third parties other than removing any seats from the Indenture Trustee. Notwithstanding any other provision of this Indenture, Owner may, at any time, install or permit to be installed Aircraft (which seats while so removed shall remain in the possession of the Lessee (or such Permitted Sublessee)) so long as the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished when returned to Owner the Lessor pursuant to Section 12 hereof shall be in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawcondition required thereby.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted 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 of the Aircraft or the interest of the Indenture 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, the OwnerLessee, at its own expenseexpense (but subject to Article 6(d) hereof), may, or may permit a Permitted Lessee at its own cost and expense to, from time to time 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 Aeronautics Authority and all mandatory or any Engine alert service bulletins (each an “Optional Modification”and all service bulletins which are required to be performed to maintain the warranties for the Equipment) as may be issued from time to time, to meet the Owner requirements of the Manufacturer, the Engine manufacturer and the other vendors in respect of the Equipment and the standards and airworthiness directives of the Aeronautics Authority or other governmental authority having jurisdiction. In addition, Lessee, at its own expense, may from time to time make such Permitted alterations and modifications in and additions to each Item of Equipment as Lessee may deem desirable in the proper conduct of its business includingbusiness, without limitation, removal of Parts which the Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; provided, however, provided that no such Optional Modification shall alteration, modification or addition: (i) materially diminish and adversely alters the fair market valuespecification, utilitystructure or performance of the Aircraft, (ii) adversely affects the interchangeability or replaceability of Parts, (iii) invalidates any warranties applicable to the Aircraft, or useful life of (iv) in any other way diminishes the Aircraft or any Engine below its fair market value, utility or useful life of any Item of Equipment or impairs the condition or airworthiness thereof below the value, utility, useful life, condition and airworthiness thereof immediately prior to such Optional Modification (alteration, modification or addition, assuming such Item of Equipment was then of the Aircraft or such Engine was value, utility and useful life and in the condition and airworthiness required to be maintained by the terms of this Trust Indenture immediately Lease. In addition to the foregoing, Lessee must obtain Lessor's prior written consent to such Optional Modification) any alteration, modification or (ii) cause addition to the Aircraft Airframe or any Engine, if the aggregate cost thereof exceeds $350,000. Title 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, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All all Parts incorporated or installed in or attached or added to any Airframe or any Engine Item of Equipment as the result of any alteration, modification or addition effected by the Owner shall, without further act, vest in Lessor; provided, however, that so long as no Event or Event of Default shall have 6-2 occurred and be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; provided that the Owner or any Permitted Lessee maycontinuing, at any time so long as during the Airframe or any Engine is subject to the Lien Term in effect for an Item of this Trust IndentureEquipment, Lessee may remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if 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 such Airframe or any Engine Item of Equipment at the time of the delivery thereof hereunder (after giving effect to the modifications referred to in Article 2(h) hereof) 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 such Airframe or any Engine Item of Equipment pursuant to the terms of Section 4.02(dArticle 5(b) or 5(c) hereof or the first sentence of this Section 4.04(d) paragraph (c), and (iii) such Part can be removed from such Airframe Item of Equipment without causing any material damage thereto and without diminishing or any Engine without materially diminishing impairing the fair market value, utility utility, useful life, condition or remaining useful life airworthiness which such Airframe or any Engine Item of Equipment would have had at the such time of removal had such removal alteration, modification or addition not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engineoccurred. Upon the removal by the Owner Lessee of any such Part as above provided in this Section 4.04(d)provided, title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee vest in Lessee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed Any Part not removed by third parties other than Lessee as above provided prior to the Indenture Trusteereturn of the Item of Equipment to Lessor hereunder shall remain the property of Lessor. Notwithstanding In any other provision of this Indentureevent, Owner may, at any time, install or permit to be installed in the Aircraft Passenger Convenience Equipment owned by Owner or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replaced) the same, and Indenture Trustee Lessor shall not acquire a Lien thereon by virtue bear any liability or cost for any alteration, modification, addition, or for any grounding or suspension 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 certification of any such Passenger Convenience Item of Equipment impair or otherwise affect the rights and remedies for loss of the Indenture Trustee hereunder and under applicable lawrevenue.

Alterations, Modifications and Additions. The Owner shall, or Lessee shall cause a Permitted Lessee to, 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 Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a “Mandatory Modification”); except for (i) immaterial and non-recurring violations with respect to which corrective measures are being taken promptly by Owner or a Permitted Lessee and (ii) any law, rule, regulation or order the validity or application of which is being contested in good faith by the Owner or any Permitted 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 of the Aircraft or the interest of the Indenture 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, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an “Optional Modification”) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business includingbusiness, including without limitation, removal of Parts which the Owner Lessee deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such EngineEngine (such parts, "Obsolete Parts"); provided, however, that no such Optional Modification alteration, modification or -------- ------- addition shall (i) materially diminish the fair market value or utility of the Aircraft, Airframe or such Engine, or impair the airworthiness thereof, below the value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life and airworthiness thereof immediately prior to such Optional Modification (alteration, modification or addition assuming the Aircraft Aircraft, Airframe or such Engine was then of the value or utility and in the condition required to be maintained by the terms of this Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness Lease 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 value (but not the utility, condition or airworthiness) of the Aircraft. For the avoidance of doubt, Owner may make alterations in the passenger configuration of the Aircraft and such alterations shall not constitute an Optional Modification. All Parts incorporated or installed in or attached to any Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate original cost of all Obsolete Parts which shall have been removed and not replaced shall not exceed $300,000; provided further, that any value received by Lessee in ----------------- respect of the sale or use of such Obsolete Parts shall be paid to Lessor on a net after-tax basis. Title to all Parts on the Aircraft, Airframe or Engine as the result of any such alteration, modification or addition effected by shall, without further act, vest in Lessor. Notwithstanding the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien foregoing sentence of this Trust Indenture; provided that the Owner Section 8.4, so long Federal Express Boeing 727-2D4 N362PA as no Lease Default under Sections 14 (a) , (b) , (h) or any Permitted Lessee (i) hereof or Lease Event of Default shall have occurred and be continuing, lessee may, at any time so long as during the Airframe or any Engine is subject to the Lien of this Trust IndentureTerm, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such any Aircraft, Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, of or in substitution for, for any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such Aircraft, Airframe or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) 8, and (iii) such Part can be removed from such Aircraft, Airframe or any Engine without materially diminishing or impairing the fair market value, utility value or remaining useful life which such Airframe or any Engine would have had at the time of removal had such removal not been effected airworthiness required to be maintained by the Owner, assuming the Aircraft was otherwise maintained in the condition required by terms of this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to Lease which the Aircraft, Airframe or such EngineEngine would have had at such time had such alteration, modification or addition not occurred. Upon the removal by the Owner Lessee of any such Part as above provided in this Section 4.04(d)provided, title thereto shall, without further act, be free and clear of all rights of the Indenture Trustee vest in Lessee and such Part shall no longer be deemed part of such Aircraft, Airframe or Engine from which it was removed. Any Part not removed by Lessee as above provided prior to the return of such Aircraft, Airframe or Engine to Lessor hereunder shall remain the property of Lessor. Lessee hereby grants to Lessor a Part hereunder. Removable Parts may be leased from perpetual, non-exclusive, royalty free license in any supplemental type certificates relating to any of the alterations, modifications or financed by third parties other than the Indenture Trustee. Notwithstanding any other provision of this Indentureadditions performed, Owner may, at any time, install being performed or permit to be installed performed on the Aircraft and which are necessary or desirable for the operation of the Aircraft, effective on the earlier of (i) the Redelivery Date as such term is defined in the Aircraft Passenger Convenience Equipment owned by Owner Modification Contract or any Permitted Lessee or by third parties and leased or otherwise furnished to Owner in the ordinary course of business (including pursuant to a conditional sale contract, a licence or otherwise), and Owner may remove (and not replace) or permit to be removed (and not replacedii) the same, and Indenture Trustee date upon which there shall not acquire have occurred a Lien thereon by virtue Lease Event 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 Passenger Convenience Equipment impair or otherwise affect the rights and remedies of the Indenture Trustee hereunder and under applicable lawDefault.