Common use of Alterations, Modifications and Additions Clause in Contracts

Alterations, Modifications and Additions. Lessee, at its own expense, shall make such alterations and modifications in and additions to the Airframe or any Engine or Propeller as may be required to be made from time to time during the Term by Applicable Law regardless upon whom such requirements are, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to the Airframe or any Engine or Propeller as the result of any alteration, modification or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien of the Financiers. In addition, Lessee, at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to the Airframe, any Engine or any Propeller as Lessee may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") including, without limitation, removal of Parts (for purposes of this Section 8(d) called "Obsolete Parts"); provided that no such alteration, modification, addition or removal shall materially diminish the value or utility of the Airframe, such Engine or such Propeller, or impair the condition or airworthiness thereof immediately prior to such alteration, modification, addition or removal assuming the Airframe, such Engine or such Propeller was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this Lease. Notwithstanding anything to the contrary, Lessee may, at any time during the Term, remove any Additional Part; provided that (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe, such Engine or such Propeller at the time of delivery thereof hereunder or any part in replacement of, or substitution for, any such Part, (ii) such Additional Part is not required to be incorporated or installed in or attached or added to such Airframe, Engine or Propeller pursuant to the first sentence of this Section 8(d) and (iii) such Additional Part can be removed from the Airframe, such Engine or such Propeller without materially diminishing or impairing the value, utility, condition or airworthiness required to be maintained by the terms of this Lease which the Airframe, such Engine or such Propeller would have had at such time had such addition not occurred. Upon the removal by Lessee of any Additional Part as provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d), title thereto shall, without further act, vest in Lessee, free and clear of all rights of Owner Participant any Financier, the Security Trustee, or Lessor as appropriate or any Lessor Liens and such Additional Part or Obsolete Part shall no longer be deemed part of the Airframe, the Engine or Propeller from which it was removed. Title to any Additional Part not removed by Lessee prior to the return of the Airframe, such Engine or such Propeller to Lessor hereunder shall vest in the Lessor without further act.

Alterations, Modifications and Additions. Except as provided elsewhere in this Agreement, Lessee, at its own expense, shall make such alterations and alterations, modifications in and additions to the Airframe or any Engine or Propeller Aircraft as may be required to be made from time to time during to meet the Term by Applicable Law regardless upon whom such requirements areapplicable standards of the FAA or to comply with any Law, by their termsrule, nominally imposed. Title to all Parts incorporated ondirective, installed in bulletin, regulation or attached or added to the Airframe or any Engine or Propeller as the result order of any alteration, modification Governmental Entity or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien of the Financiersmanufacturer of the Aircraft, Engines or Parts. In addition, Lessee, at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to the AirframeAircraft, any Engine or any Propeller as Lessee may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") including, without limitation, removal of Parts (for purposes of this Section 8(d) called "Obsolete Parts"); provided that no such alteration, modificationmodification or addition diminishes, addition or removal shall materially diminish in Lessor's sole opinion, the remaining warranty, value or utility of the Airframe, such Engine or such Propellerutility, or impair impairs the condition or airworthiness thereof immediately prior airworthiness, of the Aircraft. Title to all Parts incorporated or installed in or attached or added to the Aircraft as the result of such alteration, modificationmodification 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 to, or removal assuming for any grounding or suspension of certification of, the AirframeAircraft, or for any loss of revenue arising therefrom and title such Engine replacement parts shall vest, without further act, in the Lessor free and clear of all rights of Lessee or such Propeller was then any party claiming through Lessee. Lessee shall make no alterations, modifications or additions to the Aircraft that would adversely affect the marketability of the value and utility and in the condition and airworthiness required to be maintained by the terms of this LeaseAircraft. Notwithstanding anything to the contrary, Lessee (or Permitted Sublessee) may, at its own cost and expense at any time during the Term, remove or cause to be removed any Additional Part; provided that such Part from the Airframe or an Engine if (i) such Additional Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the Airframe, such Airframe or Engine or such Propeller at the time of delivery thereof hereunder or any part Part in replacement of, or in substitution for, any such original Part, and (ii) such Additional Part is not required to be incorporated or installed in or attached or added to such Airframe, Engine or Propeller pursuant to the first sentence of this Section 8(d) and (iii) such Additional Part can be removed from the Airframe, such Airframe or Engine or such Propeller without materially diminishing or impairing the value, utilitycondition, condition utility or airworthiness required to be maintained by the terms of this Lease which the Airframe, such Airframe or Engine or such Propeller would have had at such the time of removal had such alteration, modification or addition not occurredbeen effected by Lessee (or Permitted Sublessee) assuming the Aircraft was otherwise maintained in the condition required by this Lease. Upon the removal by Lessee of any Additional such Part as provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d)above provided, title thereto shallshall vest, without further act, vest in LesseeLessee or, if such part has been removed by a Permitted Sublessee, in such Permitted Sublessee, free and clear of all rights of Owner Participant any Financier, the Security Trustee, or Lessor as appropriate or any Lessor Liens and such Additional Part or Obsolete Part shall no longer be deemed part of the Airframe, the Engine or Propeller from which it was removeda Part hereunder. Title to any Additional Any Part not removed by Lessee as above provided prior to the return of the Airframe, such Engine or such Propeller Aircraft to Lessor hereunder shall vest in remain the Lessor without further actproperty of Lessor.

Alterations, Modifications and Additions. LesseeThe Borrower will make (or cause to be made) such alterations, at its own expensemodifications and additions to the Airframes and Engines as may be required to meet the applicable standards of the FAA, shall subject to clauses (2)(a)(i) and (ii) of Section 3.01. In addition, the Borrower may from time to time make such alterations and modifications in and additions to the Airframe or any Engine or Propeller as may be required to be made from time to time during the Term by Applicable Law regardless upon whom such requirements are, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to the Airframe or any Engine or Propeller as the result of any alteration, modification or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien of the Financiers. In addition, Lessee, at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to the Airframe, any Engine or any Propeller as Lessee Borrower may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") including, without limitation, including removal of Parts (which the Borrower deems to be obsolete or no longer suitable or appropriate for purposes of this Section 8(d) called "Obsolete Parts")use on the Airframe or such Engine; provided that no such alteration, modification, removal or addition or removal shall materially diminish the value or utility of the Airframe, such Engine or such Propeller, or impair impairs the condition or airworthiness of the Airframe or such Engine, or diminishes the value, utility and remaining useful life of the Airframe or such Engine below the value, utility or remaining useful life thereof immediately prior to such alteration, modification, addition removal or removal addition, assuming that the Airframe, Airframe or such Engine or such Propeller was then of the value and utility and is in the condition required hereunder. All parts incorporated or installed in or attached or added to the Airframe or an Engine as the result of such alteration, modification or addition (except those parts described in Section 4.04 hereof which the Borrower has leased from others and airworthiness required to Parts which may be maintained removed by the terms Borrower pursuant to the next sentence) (the "Additional Part" or "Additional Parts") shall, without further act, become subject to the Lien of this LeaseMortgage. Notwithstanding anything to the contraryforegoing, Lessee may, at any time during the Term, Borrower may remove any Additional Part; , provided that such Additional Part (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe, such Airframe or any Engine or such Propeller at the time of delivery thereof hereunder or any part Part in replacement of, of or substitution for, for any such Part, (ii) such Additional Part is not required to be incorporated or installed in or attached or added to such Airframe, the Airframe or any Engine or Propeller pursuant to the terms of Article III hereof or the first sentence of this Section 8(d) 4.03, and (iii) such Additional Part can be removed from the Airframe, Airframe or such Engine without impairing the airworthiness of the Airframe or such Engine or such Propeller without materially diminishing or impairing the value, utility, condition utility and remaining useful life of the Airframe or airworthiness required to be maintained by the terms of this Lease such Engine which the Airframe, Airframe or such Engine or such Propeller would have had at such time had such alteration, modification or addition not occurred. Upon the removal by Lessee of any Additional Part thereof as provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d)above, title thereto shall, without further act, vest in Lessee, free and clear of all rights of Owner Participant any Financier, the Security Trustee, or Lessor as appropriate or any Lessor Liens and such Additional Part or Obsolete Part Parts shall no longer be deemed part free of the Airframe, the Engine or Propeller from which it was removed. Title to any Additional Part not removed by Lessee prior to the return Lien of the Airframe, such Engine or such Propeller to Lessor hereunder shall vest in the Lessor without further actthis Mortgage.

Alterations, Modifications and Additions. LesseeLessee (or, if a Permitted Sublease is then in effect, any Permitted Sublessee), shall, at its own cost and expense, shall make (or cause to be made) such alterations and modifications in and additions to the Airframe or any Engine or Propeller and Engines as may be required to be made from time to time during to meet the Term by Applicable Law regardless upon whom applicable standards of the FAA or any applicable regulatory agency or body of any other jurisdiction to which the Aircraft may then be subject, and such requirements areother modifications, by their terms, nominally imposedalterations and improvements as do not decrease the fair market value utility or remaining useful life of the Aircraft. Title to all Parts incorporated on, or installed in or attached or added to the Airframe or any an Engine or Propeller as the result of any alteration, modification or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien of the Financiers. In addition, Lessee, at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to the Airframe, any Engine or any Propeller as Lessee may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") including, without limitation, removal of Parts (for purposes of this Section 8(d) called "Obsolete Parts"); provided that no such alteration, modification, removal or addition or removal shall materially diminish the value or utility of the Airframeshall, such Engine or such Propellerwithout further act, or impair the condition or airworthiness thereof immediately prior to such alteration, modification, addition or removal assuming the Airframe, such Engine or such Propeller was then of the value and utility and vest in the condition and airworthiness required to be maintained by the terms of this LeaseLessor. Notwithstanding anything to the contraryforegoing, Lessee (or, if any Permitted Sublease is then in effect, any Permitted Sublessee) may, at any time during the Term, so long as no Event of Default has occurred and is continuing, remove or suffer to be removed any Additional Part; , provided that such Part (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe, such Airframe or any Engine or such Propeller at the time of delivery thereof hereunder or any part Part in replacement of, of or substitution for, for any such Part, (ii) such Additional Part is not required to be incorporated or installed in or attached or added to such Airframe, the Airframe or any Engine or Propeller pursuant to the terms of Section 7.2(a) or the first sentence of this Section 8(d) and 7.6, (iii) such Additional Part can be removed from the Airframe, Airframe or such Engine without (A) causing material damage to the Airframe or such Propeller without materially Engine (it being understood that Lessee shall repair any damage caused by a permitted removal), or (B) diminishing or impairing the value, utility, condition, remaining useful life or airworthiness which the Airframe or such Engine would have had at such time had such alteration, modification, removal or addition not originally occurred, assuming such Airframe or such Engine was then of the value, utility, and remaining useful life and in the condition or of airworthiness required to be maintained by the terms of this Lease which Lease, and (iv) was not paid for by Lessor; provided, however, that the Airframe, such Engine or such Propeller would have had at such time had such addition value of all parts removed pursuant to this sentence shall not occurredexceed $100,000 in the aggregate. Upon the removal by Lessee (or Permitted Sublessee) of any Additional Part as provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d)above, title thereto shall, without further act, vest in Lessee, free and clear of all rights of Owner Participant any Financier, the Security Trustee, or Lessor as appropriate Lessee (or any Lessor Liens Permitted Sublessee, as the case may be) and such Additional Part or Obsolete Part shall no longer be deemed part of the Airframe, the Airframe or Engine or Propeller from which it was removed. Title to any Additional Any Part not removed by Lessee (or any Permitted Sublessee) as above provided prior to the return of the Airframe, such Airframe or Engine or such Propeller to Lessor hereunder shall vest in remain the Lessor without further actproperty of Lessor.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make such alterations and modifications in and additions to the Airframe or any Engine or Propeller as may be required to be made from time to time during the Term by Applicable Law regardless upon whom such requirements are, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to the Airframe or any Engine or Propeller as the result of any alteration, modification or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien of the Financiers. In addition, Lessee, at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to the Airframe and each Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Aircraft, Engines or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Airframe, any Engines or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Airframe and either Engine or any Propeller as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) -50- 52 may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") includingprovided, without limitation, removal of Parts (for purposes of this Section 8(d) called "Obsolete Parts"); provided that no such alteration, modificationmodification or addition diminishes the value, addition remaining useful life or removal shall materially diminish utility, or impairs the value condition or utility airworthiness, of the Airframe, such either Engine or such Propeller, or impair the condition or airworthiness thereof any Part below that immediately prior to such alteration, modification, modification or addition or removal assuming that the Airframe, such Engine or such Propeller was Engines and Parts were then of the value value, utility and utility remaining useful life and in the condition and airworthiness required to be maintained by the terms of this Lease. Notwithstanding anything Except as otherwise provided herein, title to all Parts incorporated or installed in or attached or added to the contraryAircraft as the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. Notwithstanding the foregoing sentence of this Section 9(b), Lessor agrees that so long as no Default or Event of Default shall have occurred and be continuing Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may, at any such time during the TermTerm for the Aircraft, remove any Additional Part; provided Part of such Aircraft, provided, that (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to to, or delivered with, the Airframe, such Engine or such Propeller at Aircraft on the time of delivery thereof hereunder Delivery Date or any part Part in replacement of, or substitution for, any such originally incorporated, installed, attached or delivered Part, (ii) such Additional Part is not required to be incorporated or installed in or attached or added to such Airframe, Engine or Propeller the Aircraft pursuant to the first sentence terms of Section 6 or this Section 8(d) 9 or to maintain the insurance required by Section 12 and (iii) such Additional Part can be removed from the Airframe, such Engine or such Propeller Aircraft without materially causing any material damage thereto and without diminishing or impairing the value, utility, remaining useful life, condition or airworthiness required to be maintained by the terms of this Lease which the Airframe, such Engine or such Propeller Aircraft would have had at such time had such alteration, modification or addition not occurred. Upon the removal by Lessee of any Additional such Part as provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d)sentence, title thereto shall, without further act, vest in LesseeLessee (or, free and clear of all rights of Owner Participant any Financierif a Permitted Sublease is in effect, the Security Trustee, or Lessor as appropriate or any Lessor Liens a Permitted Sublessee) and such Additional Part or Obsolete Part shall no longer be deemed part of the Airframe, the Engine or Propeller from which it was removedAircraft (such a part is herein called a "Removable Part"). Title to any Additional Any Part not removed by Lessee as above provided prior to the return of the Airframe, such Engine or such Propeller Aircraft to Lessor hereunder hereunder, whether pursuant to Section 16, Section 18 or otherwise, shall vest remain the property of Lessor. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Aircraft. Notwithstanding any other provision hereof, and without limiting the foregoing, Lessee (or, if a Permitted Sublease is in effect, Permitted Sublessee) may install in the Aircraft audio visual, entertainment or telephonic In no event shall Lessor without further actbear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Aircraft, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. Lessee, at its own expense, shall make such alterations and modifications in and additions to the Airframe or any Engine or Propeller Aircraft as may be required to be made from time to time during to meet the Term by Applicable Law regardless upon whom such requirements are, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to the Airframe or any Engine or Propeller as the result of any alteration, modification or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien applicable standards of the FinanciersFAA or to comply with any Law, or, if performed by Lessee with respect to a majority of its 737 fleet, any bulletin of the manufacturer of the Aircraft, Engines or Parts. In addition, Lessee, at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to the AirframeAircraft, any Engine or any Propeller as Lessee may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") including, without limitation, removal of Parts (for purposes of this Section 8(d) called "Obsolete Parts"); provided that no such alteration, modificationmodification or addition diminishes the remaining warranty, addition or removal shall materially diminish the value or utility of the Airframe, such Engine or such Propellerutility, or impair impairs the condition or airworthiness thereof immediately prior airworthiness, of the Aircraft. Title to all Parts incorporated or installed in or attached or added to the Aircraft as the result of such alteration, modificationmodification or addition shall vest immediately in Lessor and become subject to this Lease, addition without the necessity for any further act of transfer, document or removal assuming notice. Notwithstanding the Airframe, such Engine or such Propeller was then of the value and utility and in the condition and airworthiness required to be maintained by the terms foregoing sentence of this Lease. Notwithstanding anything to the contrarySection 9(b), Lessor agrees that so long as no Event of Default shall have occurred and be continuing, Lessee may, at any such time during the Term, remove any Additional Part; Part of the Aircraft without replacement, provided that (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe, such Engine or such Propeller Aircraft at the time of delivery thereof hereunder or any part Part in replacement of, or substitution for, any such originally incorporated or installed or attached Part, (ii) such Additional Part is not required to be incorporated or installed in or attached or added to such Airframe, Engine or Propeller the Aircraft pursuant to the first sentence terms of this Section 8(d) 9 and (iii) such Additional Part can be removed from the Airframe, such Engine or such Propeller Aircraft without materially diminishing or impairing the value, utility, condition condition, cosmetic appearance or airworthiness required to be maintained by the terms of this Lease which the Airframe, such Engine or such Propeller Aircraft would have had at such time had such alteration, modification or addition not occurred. Upon the removal by Lessee of any Additional such Part as provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d)sentence, title thereto shall, without further act, vest in Lessee, free and clear of all rights of Owner Participant any Financier, the Security Trustee, or Lessor as appropriate or any Lessor Liens Lessee and such Additional Part or Obsolete Part shall no longer be deemed part of the AirframeAircraft (such a part is herein called a "Removable Part"). Lessee, at its sole expense, shall repair any damage to the Engine or Propeller Aircraft resulting from which it was removedany such removal. Title to any Additional Any Part not removed by Lessee as above provided prior to the return of the Airframe, such Engine or such Propeller Aircraft to Lessor hereunder whether pursuant to Section 16, Section 18 or otherwise shall remain the property of Lessor. If any Removable Part is (i) owned by any third party and leased to Lessee, (ii) sold to Lessee subject to a conditional sales contract or other security interest or (iii) leased to Lessee pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed in the Aircraft; provided, however, (a) that Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor or secured party shall not acquire or claim, as against Lessor, any right, title or interest in the Aircraft, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (b) that all of Lessee's right, title and interest in and to any Removable Part not removed by Lessee within sixty (60) days after an Event of Default shall, at such time, automatically become the property of Lessor and be subject to this Lease. In addition, with the prior written consent of the Beneficiaries, Lessee may, at its own expense, substitute or replace any Part that is originally installed on the Aircraft on the Delivery Date with another Part provided that (i) no such substitution or replacement diminishes the remaining warranty, value or utility, or impairs the condition or airworthiness, of the Aircraft, (ii) title to all Parts incorporated or installed in or attached or added to the Aircraft as the result of such substitution or replacement shall vest immediately in Lessor free and clear of Liens, other than those permitted by Section 14, and become subject to this Lease, without the necessity for any further act of transfer, document or notice, (iii) such substituted or replacement Parts can be removed from the Aircraft without diminishing or impairing the value, utility, condition, cosmetic appearance or airworthiness which the Aircraft would have had at such time had such substitution or replacement not occurred, (iv) Lessee, at its sole expense, shall repair any damage to the Aircraft resulting from any such removal, and (v) nothing herein shall diminish or alter any of Lessee's obligations under Section 16 or Exhibit E hereof to return the Aircraft on the Return Occasion with all Parts (or substitution or replacement Parts of the same make and model) that were originally installed on the Aircraft in the condition required thereby (and including within this clause (v) Lessee's obligation by the Return Occasion to re-install any Part for which a substitution or replacement Part was installed on the Aircraft pursuant to this paragraph). In no event shall Lessor bear any liability or cost for any alteration, modification or addition to, or for any grounding or suspension of certification of, the Aircraft, or for any loss of revenue arising therefrom. Lessee shall make no material alterations, modifications or additions to the Aircraft (such as removal of seats, galleys, lavatories, major avionics equipment or the like) that would affect the marketability of the Aircraft without Lessor's and each Beneficiary's prior written consent. if Lessor and each Beneficiary grant such consent, title to such removed Parts shall remain with Lessor and Lessor and the Beneficiaries may request Lessee to reinstall such Parts prior to termination of this Lease. If Lessor or Beneficiaries request Lessee to reinstall such Parts, title to the Parts removed shall vest in the Lessor without further actLessee. All costs associated with such removal and reinstallation shall be borne by Lessee.

Alterations, Modifications and Additions. LesseeThe Grantor will make (or cause to be made) such alterations, at its own expensemodifications and additions to the Airframes, shall Engines and Propeller as may be required to meet applicable FAA standards. In addition, the Grantor may from time to time make such alterations and modifications in and additions to the Airframe or any Engine or Propeller as may be required to be made from time to time during the Term by Applicable Law regardless upon whom such requirements areAirframe, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to the Airframe or any Engine or Propeller as the result of any alteration, modification or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien of the Financiers. In addition, Lessee, at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to the Airframe, any Engine or any Propeller as Lessee Grantor may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") including, without limitation, including removal of Parts (which the Grantor deems to be obsolete or no longer suitable or appropriate for purposes of this Section 8(d) called "Obsolete Parts")use on an Airframe, Engine or Propeller; provided that no such alteration, modification, removal or addition or removal shall materially diminish the value or utility of the Airframe, such Engine or such Propeller, or impair impairs the condition or airworthiness of such Airframe, Engine or Propeller, or diminishes the value, utility and remaining useful life of such Airframe, Engine or Propeller below the value, utility or remaining useful life thereof immediately prior to such alteration, modification, addition removal or removal addition, assuming the that such Airframe, such Engine or such Propeller was then of the value and utility and is in the condition required hereunder. All parts incorporated or installed in or attached or added to an Airframe, Engine or Propeller as the result of such alteration, modification or addition (except those parts which the Grantor has leased from others and airworthiness required to Parts which may be maintained removed by the terms Grantor pursuant to the next sentence) (the “Additional Part” or “Additional Parts”) shall, without further act, become subject to the Lien of this LeaseAircraft Mortgage. Notwithstanding anything to the contraryforegoing, Lessee may, at any time during the Term, Grantor may remove any Additional Part; , provided that such Additional Part (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the any Airframe, such Engine or such Propeller at the time of delivery thereof hereunder it was initially subjected to the Lien hereof or any part Part in replacement of, of or substitution for, for any such Part, (ii) such Additional Part is not required to be incorporated or installed in or attached or added to any Airframe, any Engine or any Propeller pursuant to the terms of Section 3.3(b) hereof or the first sentence of this Section 3.3(e), and (iii) can be removed from such Airframe, Engine or Propeller pursuant to without impairing the first sentence airworthiness of this Section 8(d) and (iii) such Additional Part can be removed from the Airframe, such Engine or such Propeller without materially or diminishing or impairing the value, utility, condition or airworthiness required to be maintained by the terms utility and remaining useful life of this Lease which the such Airframe, such Engine or Propeller which such Airframe, Engine or Propeller would have had at such time had such alteration, modification or addition not occurred. Upon the removal by Lessee of any Additional Part thereof as provided above, such Additional Parts shall be deemed free of the Lien of this Aircraft Mortgage. Notwithstanding anything in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d), title thereto shall, without further act, vest in Lessee, free and clear of all rights of Owner Participant any Financier3.3(e) to the contrary, the Security Trustee, or Lessor as appropriate or Grantor may remove and shall not be required to replace any Lessor Liens and such Additional Part or Obsolete Part shall no longer be deemed part Parts of the an Airframe, the Engine or Propeller from which it was removed. Title to any Additional Part not removed by Lessee prior to the return of the Airframethat is, such Engine or such Propeller to Lessor hereunder shall vest in the Lessor without further acthereafter become, Non-operational Equipment.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make such alterations and modifications in and additions to the Airframe or any Engine or Propeller as may be required to be made from time to time during the Term by Applicable Law regardless upon whom such requirements are, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to the Airframe or any Engine or Propeller as the result of any alteration, modification or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien of the Financiers. In addition, Lessee, at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to the Airframe and each Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Aircraft, Engines or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Airframe, any Engines or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Airframe and either Engine or any Propeller as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") includingprovided, without limitation, removal of Parts (for purposes of this Section 8(d) called "Obsolete Parts"); provided that no such alteration, modificationmodification or addition diminishes the value, addition remaining useful life or removal shall materially diminish utility, or impairs the value condition or utility airworthiness, of the Airframe, such either Engine or such Propeller, or impair the condition or airworthiness thereof any Part below that immediately prior to such alteration, modification, modification or addition or removal assuming that the Airframe, such Engine or such Propeller was Engines and Parts were then of the value value, utility and utility remaining useful life and in the condition and airworthiness required to be maintained by the terms of this Lease. Notwithstanding anything Except as otherwise provided herein, title to the contrary, Lessee may, at any time during the Term, remove any Additional Part; provided that (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe, such Engine or such Propeller at the time of delivery thereof hereunder or any part in replacement of, or substitution for, any such Part, (ii) such Additional Part is not required to be all Parts incorporated or installed in or attached or added to the Aircraft as the result of such Airframealteration, Engine modification or Propeller pursuant addition, shall immediately vest in Lessor and become subject to the first Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. Notwithstanding the foregoing sentence of this Section 8(d9(b), Lessor agrees that so long as no Default or Event of Default shall have occurred and be continuing Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may, at such time during the Term for the Aircraft, remove any Part of such Aircraft, provided, that (i) such Part is in If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such Additional lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part can as the result of such Removable Part being installed on the Aircraft; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Aircraft, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not removed by Lessee upon the termination or expiration of this Lease, at such time, shall become the property of Lessor and be subject to this Lease, and provided, further, that (1) if removal of any such Part shall affect the operation of the Aircraft in any way whatsoever, Lessee shall replace such Part with an owned Part of the same value, utility and remaining useful life and (2) Lessee shall repair any In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the AirframeAircraft. Notwithstanding any other provision hereof, and without limiting the foregoing, Lessee (or, if a Permitted Sublease is in effect, Permitted Sublessee) may install in the Aircraft audio visual, entertainment or telephonic equipment (including seats with such Engine equipment installed therein) (any or all of which are hereafter referred to as "Excluded Property") in the ordinary course of business, and Lessor shall not claim or acquire title thereto and the rights of the owners thereof therein shall not constitute a default hereunder; provided that (i) any such Propeller Excluded Property shall be removed prior to the date of a Return Occasion without materially causing any damage to the Aircraft and without diminishing or impairing the value, utility, remaining useful life or condition or airworthiness required to be maintained by the terms of this Lease which the Airframe, such Engine or such Propeller Aircraft would have had at such time had such addition Excluded Property not occurred. Upon been installed, (ii) any equipment or seats which such Excluded Property replaces shall be properly stored with the removal by Lessee interests of any Additional Part as provided Lessor and, if the Lien of the Indenture is in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d), title thereto shall, without further act, vest in Lessee, free and clear of all rights of Owner Participant any Financiereffect, the Security Indenture Trustee, duly noted thereon and acknowledged by any applicable bailee or Lessor as appropriate or any Lessor Liens warehouse, and such Additional Part or Obsolete Part shall no longer be deemed part of properly reinstalled on the Airframe, the Engine or Propeller from which it was removed. Title to any Additional Part not removed by Lessee Aircraft prior to the return date of a Return Occasion, and (iii) Lessee (or such Permitted Sublessee) shall make all repairs which are required as a result of such removal and/or reinstallation. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the AirframeAircraft, such Engine or such Propeller to Lessor hereunder shall vest in the Lessor without further actfor any loss of revenue arising therefrom.

Alterations, Modifications and Additions. Lessee, at its own expense, shall The Company will make such alterations and modifications in and additions to the such Airframe or any and each such Engine or Propeller as may be required to be made from time to time during to meet the Term by Applicable Law regardless upon whom such applicable requirements are, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to of the Airframe FAA or any Engine or Propeller as the result applicable government of any alterationother jurisdiction in which such Aircraft may then be registered; provided that the Company may, modification in good faith, contest the validity or addition required by Aircraft Security Agreement AA 2009-2 Secured Notes application of any such requirement in any manner that does not involve any material risk of sale, loss or forfeiture of such Aircraft and does not adversely affect the preceding sentence shall vest without further act Security Agent’s interest in Lessor and become subject to the Mortgage and this Lease and the Lien of the FinanciersAircraft Collateral. In addition, Lesseethe Company, at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe, any Engine such Airframe or any Propeller such Engine as Lessee the Company may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") including, without limitation, removal (without replacement) of Parts (for purposes of this Section 8(d) called "Obsolete Parts"); , provided that no such alteration, modification, modification or addition or removal shall materially diminish the value or utility of the Airframe, such Airframe or such Engine below its value or such Propellerutility, or impair the condition or airworthiness thereof immediately prior to such alteration, modificationmodification or addition, addition assuming that such Airframe or removal assuming the Airframe, such Engine or such Propeller was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this LeaseAircraft 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 that shall have been removed that the Company deems obsolete or no longer suitable or appropriate for use on such Airframe or such Engine. All Parts incorporated or installed in or attached or added to such Airframe or any such Engine as the result of such alteration, modification or addition shall be free and clear of any Liens, other than Permitted Liens, and shall, without further act, be subject to the Lien of this Aircraft Security Agreement. Notwithstanding anything to the contraryforegoing, Lessee the Company may, at any time during the Termtime, remove any Additional Part from such Airframe or any such Engine if such Part; provided that : (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe, such Airframe or such Engine or such Propeller at the time of delivery thereof hereunder to the Company or any part Part in replacement of, or substitution for, any such Part, (ii) such Additional Part is not required to be incorporated or installed in or attached or added to such Airframe, Airframe or such Engine or Propeller pursuant to the first sentence of this Section 8(d7.04(c) or Section 7.02(d) and (iii) such Additional Part can be removed from the Airframe, such Airframe or such Engine or such Propeller without materially diminishing the value or impairing the value, utility, condition or airworthiness utility required to be maintained by the terms of this Lease which the Airframe, Aircraft Security Agreement that such Airframe or such Engine or such Propeller would have had at such time had such addition not occurredPart never been installed on such Airframe or such Engine. Upon the removal by Lessee the Company of any Additional Part as provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d7.04(c), title thereto such removed Part shall, without further act, vest in Lessee, be free and clear of the Lien of this Aircraft Security Agreement and of all rights and interests of Owner Participant any Financier, the Security Trustee, or Lessor as appropriate or any Lessor Liens Agent (and such Additional Part or Obsolete Part the other beneficiaries hereof) and shall no longer be deemed part a Part hereunder. Upon request of the AirframeCompany from time to time, the Engine or Propeller from which it was removed. Title to any Additional Part not removed by Lessee prior Security Agent (and, if the Company so requests, the Trustee) shall execute and deliver to the return Company an appropriate instrument confirming the release of any such removed Part from the Airframe, such Engine or such Propeller to Lessor hereunder shall vest in the Lessor without further actLien of this Aircraft Security Agreement.

Alterations, Modifications and Additions. Lessee, at its own expense, shall make such alterations and modifications in and additions to the Airframe or any Engine or Propeller Aircraft as may be required to be made from time to time during to meet the Term by Applicable Law regardless upon whom such requirements areapplicable standards of the FAA or to comply with any law, by their termsrule, nominally imposed. Title to all Parts incorporated ondirective, installed in bulletin, regulation or attached or added to the Airframe or any Engine or Propeller as the result order of any alteration, modification Governmental Entity or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien of the Financiersmanufacturer of the Aircraft, Engines or Parts. In addition, Lessee, at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to the AirframeAircraft, any Engine or any Propeller as Lessee may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") including, without limitation, removal of Parts (for purposes of this Section 8(d) called "Obsolete Parts"); provided that no such alteration, modificationmodification or addition diminishes XXX 00-000 XXX the remaining warranty, addition or removal shall materially diminish the value or utility of the Airframe, such Engine or such Propellerutility, or impair impairs the condition or airworthiness thereof immediately prior airworthiness, of the Aircraft. Title to all Parts incorporated or installed in or attached or added to the Aircraft as the result of such alteration, modificationmodification or addition shall vest immediately in Lessor and become subject to this Lease, addition without the necessity for any further act of transfer, document or removal assuming notice. Notwithstanding the Airframe, such Engine or such Propeller was then of the value and utility and in the condition and airworthiness required to be maintained by the terms foregoing sentence of this Lease. Notwithstanding anything to the contrarySection 9 (b), Lessor agrees that so long as no Event of Default shall have occurred and be continuing, Lessee may, at any such time during the Term, remove any Additional Part; Part of the Aircraft without replacement, provided that (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe, such Engine or such Propeller Aircraft at the time of delivery thereof hereunder or any part Part in replacement of, or substitution for, any such originally incorporated or installed or attached Part, (ii) such Additional Part is not required to be incorporated or installed in or attached or added to such Airframe, Engine or Propeller the Aircraft pursuant to the first sentence terms of this Section 8(d) 9 and (iii) such Additional Part can be removed from the Airframe, such Engine or such Propeller Aircraft without materially diminishing or impairing the value, utility, condition or airworthiness required to be maintained by the terms of this Lease which the Airframe, such Engine or such Propeller Aircraft would have had at such time had such alteration, modification or addition not occurred. Upon the removal by Lessee of any Additional such Part as provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d)sentence, title thereto shall, without further act, vest in Lessee, free and clear of all rights of Owner Participant any Financier, the Security Trustee, or Lessor as appropriate or any Lessor Liens Lessee and such Additional Part or Obsolete Part shall no longer be deemed part of the AirframeAircraft (such a part is herein called a "Removable Part"). Lessee, at its sole expense, shall repair any damage to the Engine or Propeller Aircraft resulting from which it was removedany such removal. Title to any Additional Any Part not removed by Lessee as above provided prior to the return of the Airframe, such Engine or such Propeller Aircraft to Lessor hereunder whether pursuant to Section 16, Section 18 or otherwise shall remain the property of Lessor. If any Removable Part is (i) owned by any third party and leased to Lessee, (ii) sold to Lessee subject to a conditional sales contract or other security interest, or (iii) leased to Lessee pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor, or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed in the Aircraft; provided, however, (a) that Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall not acquire or claim, as against Lessor, any right, title or interest in the Aircraft, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (b) that any Removable Part not removed by Lessee within sixty (60) days after an Event of Default, shall, at such time, become the property of Lessor and be subject to this Lease. In no event shall Lessor bear any liability or cost for any alteration, modification or addition to, or for any grounding or suspension of certification of, the Aircraft, or for any loss of revenue arising therefrom. Lessee shall make no material alterations, modifications or additions to PHC 90-047 WKH the Aircraft (such as removal of first class seats, galleys, lavatories, major avionics equipment or the like) that would affect the marketability of the Aircraft without Lessor's prior written consent; provided, however, that Lessee may make such material alterations, modifications or additions, without first obtaining Lessor's consent, if at least ten (10) Business Days prior to commencing such alteration, modification or addition Lessee delivers to Lessor a written undertaking duly executed by Lessee whereby (i) Lessee describes in reasonable detail such proposed alteration, modification or addition; and (ii) if requested by Lessor, Lessee undertakes on or before the Return Occasion to reinstall any Parts removed from the Aircraft and to restore the Aircraft to the condition it was in immediately prior to commencing such work. Title to any Parts so removed shall remain with Lessor and Lessor may request Lessee to reinstall such Parts prior to termination of this Lease. If Lessor. does not request Lessee to reinstall such Parts, title to the parts removed shall vest in the Lessor without further act.Lessee. All costs associated with such removal and reinstallation shall be borne by Lessee. PHC 90-047 WKH

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make such alterations and modifications in and additions to the Airframe or any Engine or Propeller as may be required to be made from time to time during the Term by Applicable Law regardless upon whom such requirements are, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to the Airframe or any Engine or Propeller as the result of any alteration, modification or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien of the Financiers. In addition, Lessee, at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to the Airframe and each Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Aircraft, Engines or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Airframe, any Engines or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Airframe and either Engine or any Propeller as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") includingprovided, without limitation, removal of Parts (for purposes of this Section 8(d) called "Obsolete Parts"); provided that no such alteration, modificationmodification or addition diminishes the value, addition remaining useful life or removal shall materially diminish utility, or impairs the value condition or utility airworthiness, of the Airframe, such either Engine or such Propeller, or impair the condition or airworthiness thereof any Part below that immediately prior to such alteration, modification, modification or addition or removal assuming that the Airframe, such Engine or such Propeller was Engines and Parts were then of the value value, utility and utility remaining useful life and in the condition and airworthiness required to be maintained by the terms of this Lease. Notwithstanding anything Except as otherwise provided herein, title to all Parts incorporated or installed in or attached or added to the contraryAircraft as the result of such alteration, modification or addition, shall immediately vest in Lessor (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. Notwithstanding the foregoing sentence of this Section 9(b), Lessor agrees that so long as no Default or Event of Default shall have occurred and be continuing Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may, at any such time during the TermTerm for the Aircraft, remove any Additional Part; provided Part of such Aircraft, provided, that (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to to, or delivered with, the Airframe, such Engine or such Propeller at Aircraft on the time of delivery thereof hereunder Delivery Date or any part Part in replacement of, or substitution for, any such originally incorporated, installed, attached or delivered Part, (ii) such Additional Part is not required to be incorporated or installed 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 attached other security interest or added to such Airframe, Engine or Propeller pursuant to the first sentence of this Section 8(d) and (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 Additional lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part can as the result of such Removable Part being installed on the Aircraft; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Aircraft, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not removed by Lessee upon the termination or expiration of this Lease, at such time, shall become the property of Lessor, or Foreign Lessor, as the case may be, and be subject to this Lease, and provided, further, that (1) if removal of any such Part shall affect the operation of the Aircraft in any way whatsoever, Lessee shall replace such Part with an owned Part of the same value, utility and remaining useful life and (2) Lessee shall repair any unsightly area of the In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the AirframeAircraft. Notwithstanding any other provision hereof, and without limiting the foregoing, Lessee (or, if a Permitted Sublease is in effect, Permitted Sublessee) may install in the Aircraft audio visual, entertainment or telephonic equipment (including seats with such Engine equipment installed therein) (any or all of which are hereafter referred to as "Excluded Property") in the ordinary course of business, and Lessor shall not claim or acquire title thereto and the rights of the owners thereof therein shall not constitute a default hereunder; provided that (i) any such Propeller Excluded Property shall be removed prior to the date of a Return Occasion without materially causing any damage to the Aircraft and without diminishing or impairing the value, utility, remaining useful life or condition or airworthiness required to be maintained by the terms of this Lease which the Airframe, such Engine or such Propeller Aircraft would have had at such time had such addition Excluded Property not occurred. Upon been installed, (ii) any equipment or seats which such Excluded Property replaces shall be properly stored with the removal by Lessee interests of any Additional Part as provided Lessor and, if the Lien of the Indenture is in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d), title thereto shall, without further act, vest in Lessee, free and clear of all rights of Owner Participant any Financiereffect, the Security Indenture Trustee, duly noted thereon and acknowledged by any applicable bailee or Lessor as appropriate or any Lessor Liens warehouse, and such Additional Part or Obsolete Part shall no longer be deemed part of properly reinstalled on the Airframe, the Engine or Propeller from which it was removed. Title to any Additional Part not removed by Lessee Aircraft prior to the return date of a Return Occasion, and (iii) Lessee (or such Permitted Sublessee) shall make all repairs which are required as a result of such removal and/or reinstallation. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the AirframeAircraft, such Engine or such Propeller to Lessor hereunder shall vest in the Lessor without further actfor any loss of revenue arising therefrom.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make such alterations and modifications in and additions to the Airframe or any Engine or Propeller as may be required to be made from time to time during the Term by Applicable Law regardless upon whom such requirements are, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to the Airframe or any Engine or Propeller as the result of any alteration, modification or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien of the Financiers. In addition, Lessee, at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to the Airframe and each Engine to the extent made mandatory for Lessee in respect of the Aircraft, Engines or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Airframe, any Engines or Parts. In addition, so long as no Default or Event of - 50 - 52 Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Airframe and either Engine or any Propeller as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") includingprovided, without limitation, removal of Parts (for purposes of this Section 8(d) called "Obsolete Parts"); provided that no such alteration, modificationmodification or addition diminishes the value, addition remaining useful life or removal shall materially diminish utility, or impairs the value condition or utility airworthiness, of the Airframe, such either Engine or such Propeller, or impair the condition or airworthiness thereof any Part below that immediately prior to such alteration, modification, modification or addition or removal assuming that the Airframe, such Engine or such Propeller was Engines and Parts were then of the value value, utility and utility remaining useful life and in the condition and airworthiness required to be maintained by the terms of this Lease. Notwithstanding anything Except as otherwise provided herein, title to all Parts incorporated or installed in or attached or added to the contraryAircraft as the result of such alteration, modification or addition, shall immediately vest in Lessor (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. Notwithstanding the foregoing sentence of this Section 9(b), Lessor agrees that so long as no Default or Event of Default shall have occurred and be continuing Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may, at any such time during the TermTerm for the Aircraft, remove any Additional Part; provided Part of such Aircraft, provided, that (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to to, or delivered with, the Airframe, such Engine or such Propeller at Aircraft on the time of delivery thereof hereunder Delivery Date or any part Part in replacement of, or substitution for, any such originally incorporated, installed, attached or delivered Part, (ii) such Additional Part is not required to be incorporated or installed in or attached or added to such Airframe, Engine or Propeller the Aircraft pursuant to the first sentence terms of Section 6 or this Section 8(d) 9 or to maintain the insurance required by Section 12 and (iii) such Additional Part can be removed from the Airframe, such Engine or such Propeller Aircraft without materially causing any material damage thereto and without diminishing or impairing the value, utility, remaining useful life, condition or airworthiness required to be maintained by the terms of this Lease which the Airframe, such Engine or such Propeller Aircraft would have had at such time had such alteration, modification or addition not occurred. Upon the removal by Lessee of any Additional such Part as provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d)sentence, title thereto shall, without further act, vest in LesseeLessee (or, free and clear of all rights of Owner Participant any Financierif a Permitted Sublease is in effect, the Security Trustee, or Lessor as appropriate or any Lessor Liens a Permitted Sublessee) and such Additional Part or Obsolete Part shall no longer be deemed part of the Airframe, the Engine or Propeller from which it was removedAircraft (such a part is herein called a "Removable Part"). Title to any Additional Any Part not removed by Lessee as above provided prior to the return of the AirframeAircraft to Lessor If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such Engine lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Aircraft; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Aircraft, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not removed by Lessee upon the termination or expiration of this Lease, at such time, shall become the property of Lessor or Foreign Lessor, as the case may be, and be subject to this Lease, and provided, further, that (1) if removal of any such Part shall affect the operation of the Aircraft in any way whatsoever, Lessee shall replace such Part with an owned Part of the same value, utility and remaining useful life and (2) Lessee shall repair any unsightly area of the Aircraft as a result of such removal and make all other repairs which are advisable and result from such removal. In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful Notwithstanding any other provision hereof, and without limiting the foregoing, Lessee (or, if a Permitted Sublease is in effect, Permitted Sublessee) may install in the Aircraft audio visual, entertainment or telephonic equipment (including seats with such equipment installed therein) (any or all of which are hereafter referred to as "Excluded Property") in the ordinary course of business, and Lessor shall not claim or acquire title thereto and the rights of the owners thereof therein shall not constitute a default hereunder; provided that (i) any such Excluded Property shall be removed prior to the date of a Return Occasion without causing any damage to the Aircraft and without diminishing or impairing the value, utility, remaining useful life or condition which the Aircraft would have had at such time had such Excluded Property not been installed, (ii) any equipment or seats which such Excluded Property replaces shall be properly stored with the interests of Lessor and, if the Lien of the Indenture is in effect, the Indenture Trustee, duly noted thereon and acknowledged by any applicable bailee or warehouse, and properly reinstalled on the Aircraft prior to the date of a Return Occasion, and (iii) Lessee (or such Propeller to Permitted Sublessee) shall make all repairs which are required as a result of such removal and/or reinstallation. In no event shall Lessor hereunder shall vest in bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Lessor without further actAircraft, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make such alterations and modifications in and additions to the Airframe or any Engine or Propeller as may be required to be made from time to time during the Term by Applicable Law regardless upon whom such requirements are, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to the Airframe or any Engine or Propeller as the result of any alteration, modification or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien of the Financiers. In addition, Lessee, at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to the Airframe and each Engine to the extent made mandatory for Lessee in respect of the Aircraft, Engines or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Airframe, any Engines or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Airframe and either Engine or any Propeller as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") includingprovided, without limitation, removal of Parts (for purposes of this Section 8(d) called "Obsolete Parts"); provided that no such alteration, modificationmodification or addition diminishes the value, addition remaining useful life or removal shall materially diminish utility, or impairs the value condition or utility airworthiness, of the Airframe, such either Engine or such Propeller, or impair the condition or airworthiness thereof any Part below that immediately prior to such alteration, modification, modification or addition or removal assuming that the Airframe, such Engine or such Propeller was Engines and Parts were then of the value value, utility and utility remaining useful life and in the condition and airworthiness required to be maintained by the terms of this Lease. Notwithstanding anything Except as otherwise provided -49- 55 herein, title to all Parts incorporated or installed in or attached or added to the contraryAircraft as the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. Notwithstanding the foregoing sentence of this Section 9(b), Lessor agrees that so long as no Default or Event of Default shall have occurred and be continuing Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may, at any such time during the TermTerm for the Aircraft, remove any Additional Part; provided Part of such Aircraft, provided, that (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to to, or delivered with, the Airframe, such Engine or such Propeller at Aircraft on the time of delivery thereof hereunder Delivery Date or any part Part in replacement of, or substitution for, any such originally incorporated, installed, attached or delivered Part, (ii) such Additional Part is not required to be incorporated or installed in or attached or added to such Airframe, Engine or Propeller the Aircraft pursuant to the first sentence terms of Section 6 or this Section 8(d) 9 or to maintain the insurance required by Section 12 and (iii) such Additional Part can be removed from the Airframe, such Engine or such Propeller Aircraft without materially causing any material damage thereto and without diminishing or impairing the value, utility, remaining useful life, condition or airworthiness required to be maintained by the terms of this Lease which the Airframe, such Engine or such Propeller Aircraft would have had at such time had such alteration, modification or addition not occurred. Upon the removal by Lessee of any Additional such Part as provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d)sentence, title thereto shall, without further act, vest in LesseeLessee (or, free and clear of all rights of Owner Participant any Financierif a Permitted Sublease is in effect, the Security Trustee, or Lessor as appropriate or any Lessor Liens a Permitted Sublessee) and such Additional Part or Obsolete Part shall no longer be deemed part of the Airframe, the Engine or Propeller from which it was removedAircraft (such a part is herein called a "Removable Part"). Title to any Additional Any Part not removed by Lessee as above provided prior to the return of the Airframe, such Engine or such Propeller Aircraft to Lessor hereunder hereunder, whether pursuant to Section 16, Section 18 or otherwise, shall vest remain the property of Lessor. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Aircraft. Notwithstanding any other provision hereof, and without limiting the foregoing, Lessee (or, if a Permitted Sublease is in effect, Permitted Sublessee) may install in the Aircraft audio visual, entertainment or telephonic equipment (including seats with such equipment installed therein) (any or all of which are hereafter referred to as "Excluded Property") in the ordinary course of business, and Lessor shall not claim or acquire title thereto and the rights of the owners thereof therein shall not constitute a default hereunder; provided that (i) any such Excluded Property shall be removed prior to the date of a Return Occasion without further actcausing any damage to the Aircraft and without diminishing or impairing the value, utility, In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Aircraft, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. LesseeThe Borrower will make (or cause to be made) such alterations, at its own expensemodifications and additions to the Airframes and Engines as may be required to meet the applicable standards of the FAA, shall subject to clauses (2)(a)(i) and (ii) of Section 3.01. In addition, the Borrower may from time to time make such alterations and modifications in and additions to the any Airframe or any Engine or Propeller as may be required to be made from time to time during the Term by Applicable Law regardless upon whom such requirements are, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to the Airframe or any Engine or Propeller as the result of any alteration, modification or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien of the Financiers. In addition, Lessee, at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to the Airframe, any Engine or any Propeller as Lessee Borrower may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") including, without limitation, including removal of Parts (which the Borrower deems to be obsolete or no longer suitable or appropriate for purposes of this Section 8(d) called "Obsolete Parts")use on such Airframe or such Engine; provided that no such alteration, modification, removal or addition or removal shall materially diminish the value or utility of the Airframe, such Engine or such Propeller, or impair impairs the condition or airworthiness of such Airframe or such Engine, or diminishes the value, utility and remaining useful life of such Airframe or such Engine below the value, utility or remaining useful life thereof immediately prior to such alteration, modification, addition removal or removal addition, assuming the Airframe, that such Airframe or such Engine or such Propeller was then of the value and utility and is in the condition required hereunder. All parts incorporated or installed in or attached or added to an Airframe or an Engine as the result of such alteration, modification or addition (except those parts described in Section 4.04 hereof which the Borrower has leased from others and airworthiness required to Parts which may be maintained removed by the terms Borrower pursuant to the next sentence) (the "Additional Part" or "Additional Parts") shall, without further act, become subject to the Lien of this LeaseMortgage. Notwithstanding anything to the contraryforegoing, Lessee may, at any time during the Term, Borrower may remove any Additional Part; , provided that such Additional Part (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe, such any Airframe or any Engine or such Propeller at the time of delivery thereof hereunder or any part Part in replacement of, of or substitution for, for any such Part, (ii) such Additional Part is not required to be incorporated or installed in or attached or added to such Airframe, any Airframe or any Engine or Propeller pursuant to the terms of Article III hereof or the first sentence of this Section 8(d) 4.03, and (iii) such Additional Part can be removed from such Airframe or such Engine without impairing the Airframe, airworthiness of such Airframe or such Engine or such Propeller without materially diminishing or impairing the value, utility, condition utility and remaining useful life of such Airframe or airworthiness required to be maintained by the terms of this Lease which the Airframe, such Engine which such Airframe or such Propeller Engine would have had at such time had such alteration, modification or addition not occurred. Upon the removal by Lessee of any Additional Part thereof as provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d)above, title thereto shall, without further act, vest in Lessee, free and clear of all rights of Owner Participant any Financier, the Security Trustee, or Lessor as appropriate or any Lessor Liens and such Additional Part or Obsolete Part Parts shall no longer be deemed part free of the Airframe, the Engine or Propeller from which it was removed. Title to any Additional Part not removed by Lessee prior to the return Lien of the Airframe, such Engine or such Propeller to Lessor hereunder shall vest in the Lessor without further actthis Mortgage.

Alterations, Modifications and Additions. LesseeThe Borrower, at its own expense, shall will make (or cause to be made) such alterations and modifications in and additions to the Airframe or any Engine or Propeller Airframes and Engines as may be required to be made from time to time during to meet the Term by Applicable Law regardless upon whom such requirements are, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to applicable standards of the Airframe FAA or any Engine other governmental authority having jurisdiction; provided, however, that the Borrower (or, if a Lease is then in effect, any Lessee) may, in good faith, contest the validity or Propeller as the result application of any alterationsuch law, modification rule, regulation or addition required by order in any reasonable manner which does not materially adversely affect the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the first priority Lien of this Security Agreement and does not involve any material risk of sale, forfeiture or loss of the Financiersaffected Eligible Equipment. In addition, the Borrower (or any Lessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe, any Airframe or any Engine as the Borrower (or any Propeller as Lessee Lessee) may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") including, without limitation, removal of Parts parts which the Borrower (or any Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for purposes of this Section 8(d) called "use on such Airframe or Engine (such parts, “Obsolete Parts"”); provided that no such alteration, modification, modification or addition or removal shall materially diminish (other than in a de minimus amount) the value or utility of such Airframe or Engine below the Airframe, such Engine value or such Propeller, or impair the condition or airworthiness utility thereof immediately prior to such alteration, modificationmodification or addition, addition assuming such Airframe or removal assuming the Airframe, such Engine or such Propeller was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this LeaseSecurity Agreement. All parts incorporated or installed in or attached or added to any Airframe or Engine as the result of such alteration, modification or addition (the “Additional Parts”) shall, without further act, become subject to the Lien of this Security Agreement. Notwithstanding anything the foregoing sentence, the Borrower (or any Lessee) may remove or suffer to the contrary, Lessee may, at any time during the Term, remove be removed any Additional Part; , provided that such Additional Part (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe, appropriate Airframe or Engine on the date such Airframe or Engine or such Propeller at became subject to the time Lien of delivery thereof hereunder this Security Agreement or any part in replacement of, or substitution for, any such Partpart, (ii) such Additional Part is not required to be incorporated or installed in or attached or added to such Airframe, Airframe or Engine or Propeller pursuant to the first sentence terms of Sections 2.05 and 2.06 hereof or this Section 8(d) and (iii) such Additional Part can be removed from the Airframe, such Airframe or Engine or such Propeller without materially diminishing or impairing the valuevalue or utility which such Airframe or Engine would have had at the time of removal had such alteration, utilitymodification or addition not occurred, assuming that such Airframe or Engine were in the condition or airworthiness and repair required to be maintained by the terms of this Lease which the Airframe, such Engine or such Propeller would have had at such time had such addition not occurred. Upon the removal by Lessee of any Additional Part as provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d), title thereto shall, without further act, vest in Lessee, free and clear of all rights of Owner Participant any Financier, the Security Trustee, or Lessor as appropriate or any Lessor Liens and such Additional Part or Obsolete Part shall no longer be deemed part of the Airframe, the Engine or Propeller from which it was removed. Title to any Additional Part not removed by Lessee prior to the return of the Airframe, such Engine or such Propeller to Lessor hereunder shall vest in the Lessor without further acthereof.

Alterations, Modifications and Additions. LesseeUpon receiving prior written approval from the Lessor, at its own expense, shall make such alterations and modifications in and additions to the Airframe Lessee or any Engine or Propeller as may be required to be made from time to time during the Term by Applicable Law regardless upon whom such requirements are, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to the Airframe or any Engine or Propeller as the result of any alteration, modification or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien of the Financiers. In addition, LesseePermitted Sublessee, at its own expense, may from time to time make or cause to be made such additions, alterations and modifications modifications, including removal (without replacement) of Parts which Lessee or any Permitted Sublessee deems obsolete or no longer appropriate or suitable for use in the Equipment, and additions to the Airframe, any Engine or any Propeller Equipment as Lessee or such Permitted Sublessee may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") including, without limitation, removal of Parts (for purposes of this Section 8(d) called "Obsolete Parts"); provided that no such alteration, modification, removal or addition or removal shall materially diminish decreases the value, utility, residual value or utility remaining economic useful life of the AirframeEquipment below the value, such Engine utility, residual value or such Propeller, or impair the condition or airworthiness remaining economic useful life thereof immediately prior to such alteration, modification, removal or addition or removal assuming the Airframe, such Engine or such Propeller Equipment was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this Lease. Notwithstanding anything Any severable Part not mandated by Applicable Law to be incorporated or installed in or attached or added to the contraryEquipment as the result of such alteration, Lessee maymodification, removal or addition shall not constitute part of Lessor’s Interest and may be removed at any time during the Term, remove any Additional Part; provided that (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached or added to the Airframe, such Engine or such Propeller Equipment at the time of the delivery thereof hereunder thereunder or any part Part in replacement of, of or substitution for, for any such Part, ; (ii) such Additional Part is not otherwise required to be incorporated or installed in or attached or added to such Airframe, Engine or Propeller the Equipment pursuant to the first sentence of this Section 8(d) terms hereof or in order to maintain insurance coverage; and (iii) such Additional Part can be removed from the Airframe, such Engine or such Propeller Equipment without materially damage and without diminishing or impairing the value, utility, condition residual value or airworthiness required to be maintained by the terms remaining economic useful life of this Lease such which the Airframe, such Engine or such Propeller Equipment would have had at such time had such alteration, modification, removal or addition not occurred, assuming such Equipment was maintained in the condition required by the terms of this Lease. All other such Parts and the rights of Lessor and Lessee with respect thereto shall be subject to the Sale Agreement and this Lease. Upon termination of this Lease or, in the removal event that this Lease is renewed pursuant to Section 3(a) hereof, the termination of the term of the last renewal, with respect to any Item of Equipment, Lessor shall have the right to purchase for its then fair market value such Item of Equipment or any severable Part owned by Lessee of any Additional Part as provided in the immediately preceding sentence (or the removal of any Obsolete Part permitted by this Section 8(d), title thereto shall, without further act, vest in Lessee, free and clear of all rights of Owner Participant any Financier, the Security Trustee, or Lessor as appropriate or any Lessor Liens and such Additional Part or Obsolete Part shall no longer be deemed part of the Airframe, the Engine or Propeller from which it was removed. Title to any Additional Part its designee) not removed by Lessee prior to the return to Lessor (including pursuant to the exercise of remedies following an Event of Default) of such Item of Equipment. If Lessor elects not to purchase a severable Part owned by Lessee (or its designee), Lessee or a Permitted Sublessee, as the case may be, may at its option remove such Part or return the applicable Item of Equipment with such Part intact (in which case such Part shall become subject to the Sale Agreement without further act by the parties hereto). Any permitted additions or modifications will be permanently recorded and the records of such shall be made available at the request of the Airframe, such Engine or such Propeller to Lessor hereunder shall vest in the Lessor without further actLessor.

Alterations, Modifications and Additions. Lessee, at its own expense, shall The Company will make such alterations and modifications in and additions to the Airframe or any Engine or Propeller and the Engines as may be required to be made from time to time during to meet the Term by Applicable Law regardless upon whom such applicable requirements are, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to of the Airframe FAA or any Engine or Propeller as the result applicable government of any alterationother jurisdiction in which the Aircraft may then be registered; provided that the Company may, modification in good faith, contest the validity or addition required by the preceding sentence shall vest without further act application of any such requirement in Lessor and become subject to the Mortgage and this Lease and the Lien any manner that does not involve any material risk of sale, loss or forfeiture of the FinanciersAircraft and does not adversely affect the Loan Trustee’s interest in the Collateral. In addition, Lesseethe Company, at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe, Airframe or any Engine or any Propeller as Lessee the Company may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") including, without limitation, removal (without replacement) of Parts (for purposes of this Section 8(d) called "Obsolete Parts"); , provided that no such alteration, modification, modification or addition or removal Indenture and Security Agreement (2009-1 Aircraft EETC) [Reg. No.] 57 shall materially diminish the value or utility of the Airframe, Airframe or such Engine below its value or such Propellerutility, or impair the condition or airworthiness thereof immediately prior to such alteration, modificationmodification or addition, addition assuming that the Airframe or removal assuming the Airframe, such Engine or such Propeller was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this LeaseIndenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts that shall have been removed that the Company deems obsolete or no longer suitable or appropriate for use on the Airframe or any Engine. All Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of such alteration, modification or addition shall be free and clear of any Liens, other than Permitted Liens, and shall, without further act, be subject to the Lien of this Indenture. Notwithstanding anything to the contraryforegoing, Lessee the Company may, at any time during the Termtime, remove any Additional Part from the Airframe or any Engine if such Part; provided that : (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe, Airframe or such Engine or such Propeller at the time of delivery thereof hereunder to the Company or any part Part in replacement of, or substitution for, any such Part, (ii) such Additional Part is not required to be incorporated or installed in or attached or added to the Airframe or such Airframe, Engine or Propeller pursuant to the first sentence of this Section 8(d7.04(c) or Section 7.02(d) and (iii) such Additional Part can be removed from the Airframe, Airframe or such Engine or such Propeller without materially diminishing the value or impairing the value, utility, condition or airworthiness utility required to be maintained by the terms of this Lease which Indenture that the Airframe, Airframe or such Engine or such Propeller would have had at such time had such addition not occurredPart never been installed on the Airframe or such Engine. Upon the removal by Lessee the Company of any Additional Part as provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d7.04(c), title thereto such removed Part shall, without further act, vest in Lessee, be free and clear of all rights and interests of Owner Participant any Financier, the Security Trustee, or Lessor as appropriate or any Lessor Liens Loan Trustee and such Additional Part or Obsolete Part the Lien of this Indenture and shall no longer be deemed part a Part hereunder. Upon request of the AirframeCompany from time to time, the Engine or Propeller from which it was removed. Title to any Additional Part not removed by Lessee prior Loan Trustee shall execute and deliver to the return Company an appropriate instrument confirming the release of any such removed Part from the Airframe, such Engine or such Propeller to Lessor hereunder shall vest in the Lessor without further actLien of this Indenture.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make such alterations and modifications in and additions to the Airframe or any Engine or Propeller as may be required to be made from time to time during the Term by Applicable Law regardless upon whom such requirements are, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to the Airframe or any Engine or Propeller as the result of any alteration, modification or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien of the Financiers. In addition, Lessee, at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to the Airframe and each Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Aircraft, Engines or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Airframe, any Engines or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Airframe and either Engine or any Propeller as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") includingprovided, without limitation, removal of Parts (for purposes of this Section 8(d) called "Obsolete Parts"); provided that no such alteration, modificationmodification or addition diminishes the value, addition remaining useful life or removal shall materially diminish utility, or impairs the value condition or utility airworthiness, of the Airframe, such either Engine or such Propeller, or impair the condition or airworthiness thereof any Part below that immediately prior to such alteration, modification, modification or addition or removal assuming that the Airframe, such Engine or such Propeller was Engines and Parts were then of the value value, utility and utility remaining useful life and in the condition and airworthiness required to be maintained by the terms of this Lease. Notwithstanding anything Except as otherwise provided herein, title to all Parts incorporated or installed in or attached or added to the contraryAircraft as the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject to the Lien of the Indenture (if it has not been -50- 52 discharged) and this Lease, without the necessity for any further act of transfer, document or notice. Notwithstanding the foregoing sentence of this Section 9(b), Lessor agrees that so long as no Default or Event of Default shall have occurred and be continuing Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may, at any such time during the TermTerm for the Aircraft, remove any Additional Part; provided Part of such Aircraft, provided, that (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to to, or delivered with, the Airframe, such Engine or such Propeller at Aircraft on the time of delivery thereof hereunder Delivery Date or any part Part in replacement of, or substitution for, any such originally incorporated, installed, attached or delivered Part, (ii) such Additional Part is not required to be incorporated or installed in or attached or added to such Airframe, Engine or Propeller the Aircraft pursuant to the first sentence terms of Section 6 or this Section 8(d) 9 or to maintain the insurance required by Section 12 and (iii) such Additional Part can be removed from the Airframe, such Engine or such Propeller Aircraft without materially causing any material damage thereto and without diminishing or impairing the value, utility, remaining useful life, condition or airworthiness required to be maintained by the terms of this Lease which the Airframe, such Engine or such Propeller Aircraft would have had at such time had such alteration, modification or addition not occurred. Upon the removal by Lessee of any Additional such Part as provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d)sentence, title thereto shall, without further act, vest in LesseeLessee (or, free and clear of all rights of Owner Participant any Financierif a Permitted Sublease is in effect, the Security Trustee, or Lessor as appropriate or any Lessor Liens a Permitted Sublessee) and such Additional Part or Obsolete Part shall no longer be deemed part of the Airframe, the Engine or Propeller from which it was removedAircraft (such a part is herein called a "Removable Part"). Title to any Additional Any Part not removed by Lessee as above provided prior to the return of the AirframeAircraft to Lessor hereunder, whether pursuant to Section 16, Section 18 or otherwise, shall remain the property of Lessor. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such Engine lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Aircraft; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Aircraft. Notwithstanding any other provision hereof, and without limiting the foregoing, Lessee (or, if a Permitted Sublease is in effect, Permitted Sublessee) may install in the Aircraft audio visual, entertainment or telephonic equipment (including seats with such equipment installed therein) (any or all of which are hereafter referred to as "Excluded Property") in the ordinary course of business, and Lessor shall not claim or acquire title thereto and the rights of the owners thereof therein shall not constitute a default hereunder; provided that (i) any such Excluded Property shall be removed prior to the date of a Return Occasion without causing any damage to the Aircraft and without diminishing or impairing the value, utility, remaining useful life or condition which the Aircraft would have had at such time had such Excluded Property not been installed, (ii) any equipment or seats which such Excluded Property replaces shall be properly stored with the interests of Lessor and, if the Lien of the Indenture is in -52- 54 effect, the Indenture Trustee, duly noted thereon and acknowledged by any applicable bailee or warehouse, and properly reinstalled on the Aircraft prior to the date of a Return Occasion, and (iii) Lessee (or such Propeller to Permitted Sublessee) shall make all repairs which are required as a result of such removal and/or reinstallation. In no event shall Lessor hereunder shall vest in bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Lessor without further actAircraft, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make such alterations and modifications in and additions to the Airframe or any Engine or Propeller as may be required to be made from time to time during the Term by Applicable Law regardless upon whom such requirements are, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to the Airframe or any Engine or Propeller as the result of any alteration, modification or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien of the Financiers. In addition, Lessee, at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to the Airframe and each Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Aircraft, Engines or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Airframe, any Engines or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Airframe and either Engine or any Propeller as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") includingprovided, without limitation, removal of Parts (for purposes of this Section 8(d) called "Obsolete Parts"); provided that no such alteration, modificationmodification or addition diminishes the value, addition remaining useful life or removal shall materially diminish utility, or impairs the value condition or utility airworthiness, of the Airframe, such either Engine or such Propeller, or impair the condition or airworthiness thereof any Part below that immediately prior to such alteration, modification, modification or addition or removal assuming that the Airframe, such Engine or such Propeller was Engines and Parts were then of the value value, utility and utility remaining useful life and in the condition and airworthiness required to be maintained by the terms of this Lease. Notwithstanding anything Except as otherwise provided herein, title to all Parts incorporated or installed in or attached or added to the contraryAircraft as the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. Notwithstanding the foregoing sentence of this Section 9(b), Lessor agrees that so long as no Default or Event of Default shall have occurred and be continuing Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may, at any such time during the TermTerm for the Aircraft, remove any Additional Part; provided Part of such Aircraft, provided, that (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to to, or delivered with, the Airframe, such Engine or such Propeller at Aircraft on the time of delivery thereof hereunder Delivery Date or any part Part in replacement of, or substitution for, any such originally incorporated, installed, attached or delivered Part, (ii) such Additional Part is not required to be incorporated or installed in or attached or added to such Airframe, Engine or Propeller the Aircraft pursuant to the first sentence terms of Section 6 or this Section 8(d) 9 or to maintain the insurance required by Section 12 and (iii) such Additional Part can be removed from the Airframe, such Engine or such Propeller Aircraft without materially causing any material damage thereto and without diminishing or impairing the value, utility, remaining useful life, condition or airworthiness required to be maintained by the terms of this Lease which the Airframe, such Engine or such Propeller Aircraft would have had at such time had such alteration, modification or addition not occurred. Upon the removal by Lessee of any Additional such Part as provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d)sentence, title thereto shall, without further act, vest in LesseeLessee (or, free and clear of all rights of Owner Participant any Financierif a Permitted Sublease is in effect, the Security Trustee, or Lessor as appropriate or any Lessor Liens a Permitted Sublessee) and such Additional Part or Obsolete Part shall no longer be deemed part of the Airframe, the Engine or Propeller from which it was removedAircraft (such a part is herein called a "Removable Part"). Title to any Additional Any Part not removed by Lessee as above provided prior to the return of the AirframeAircraft to Lessor hereunder, whether pursuant to Section 16, Section 18 or otherwise, shall remain the property of Lessor. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such Engine lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Aircraft; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Aircraft, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not removed by Lessee upon the termination or expiration of this Lease, at such time, shall become the property of Lessor and be subject to this Lease, and provided, further, that (1) if removal of any such Part shall affect the operation of the Aircraft in any way whatsoever, Lessee shall replace such Part with an owned Part of the same value, utility and remaining useful life and (2) Lessee shall repair any unsightly area of the Aircraft as a result of such removal and make all other repairs which are advisable and result from such removal. In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Aircraft. Notwithstanding any other provision hereof, and without limiting the foregoing, Lessee (or, if a Permitted Sublease is in effect, Permitted Sublessee) may install in the Aircraft audio visual, entertainment or telephonic equipment (including seats with such equipment installed therein) (any or all of which are hereafter referred to as "Excluded Property") in the ordinary course of business, and Lessor shall not claim or acquire title thereto and the rights of the owners thereof therein shall not constitute a default hereunder; provided that (i) any such Excluded Property shall be removed prior to the date of a Return Occasion without causing any damage to the Aircraft and without diminishing or impairing the value, utility, remaining useful life or condition which the Aircraft would have had at such time had such Excluded Property not been installed, (ii) any equipment or seats which such Excluded Property replaces shall be properly stored with the interests of Lessor and, if the Lien of the Indenture is in effect, the Indenture Trustee, duly noted thereon and acknowledged by any applicable bailee or warehouse, and properly reinstalled on the Aircraft prior to the date of a Return Occasion, and (iii) Lessee (or such Propeller to Permitted Sublessee) shall make all repairs which are required as a result of such removal and/or reinstallation. In no event shall Lessor hereunder shall vest in bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Lessor without further actAircraft, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. LesseeUpon receiving prior written approval from the Lessor, at its own expense, shall make such alterations and modifications in and additions to the Airframe Lessee or any Engine or Propeller as may be required to be made from time to time during the Term by Applicable Law regardless upon whom such requirements are, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to the Airframe or any Engine or Propeller as the result of any alteration, modification or addition required by the preceding sentence shall vest without further act in Lessor and become subject to the Mortgage and this Lease and the Lien of the Financiers. In addition, LesseePermitted Sublessee, at its own expense, may from time to time make or cause to be made such additions, alterations and modifications - modifications, including removal (without replacement) of Parts which Lessee or any Permitted Sublessee deems obsolete or no longer appropriate or suitable for use in the Equipment, and additions to the Airframe, any Engine or any Propeller Equipment as Lessee or such Permitted Sublessee may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") including, without limitation, removal of Parts (for purposes of this Section 8(d) called "Obsolete Parts"); provided that no such alteration, modification, removal or addition or removal shall materially diminish decreases the value, utility, residual value or utility remaining economic useful life of the AirframeEquipment below the value, such Engine utility, residual value or such Propeller, or impair the condition or airworthiness remaining economic useful life thereof immediately prior to such alteration, modification, removal or addition or removal assuming the Airframe, such Engine or such Propeller Equipment was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this Lease. Notwithstanding anything Any severable Part not mandated by Applicable Law to be incorporated or installed in or attached or added to the contraryEquipment as the result of such alteration, Lessee maymodification, removal or addition shall not constitute part of Lessor’s Interest and may be removed at any time during the Term, remove any Additional Part; provided that (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached or added to the Airframe, such Engine or such Propeller Equipment at the time of the delivery thereof hereunder thereunder or any part Part in replacement of, of or substitution for, for any such Part, ; (ii) such Additional Part is not otherwise required to be incorporated or installed in or attached or added to such Airframe, Engine or Propeller the Equipment pursuant to the first sentence of this Section 8(d) terms hereof or in order to maintain insurance coverage; and (iii) such Additional Part can be removed from the Airframe, such Engine or such Propeller Equipment without materially damage and without diminishing or impairing the value, utility, condition residual value or airworthiness required to be maintained by the terms remaining economic useful life of this Lease such which the Airframe, such Engine or such Propeller Equipment would have had at such time had such alteration, modification, removal or addition not occurred, assuming such Equipment was maintained in the condition required by the terms of this Lease. All other such Parts and the rights of Lessor and Lessee with respect thereto shall be subject to the Sale Agreement and this Lease. Upon termination of this Lease or, in the removal event that this Lease is renewed pursuant to Section 3(a) hereof, the termination of the term of the last renewal, with respect to any Item of Equipment, Lessor shall have the right to purchase for its then fair market value such Item of Equipment or any severable Part owned by Lessee of any Additional Part as provided in the immediately preceding sentence (or the removal of any Obsolete Part permitted by this Section 8(d), title thereto shall, without further act, vest in Lessee, free and clear of all rights of Owner Participant any Financier, the Security Trustee, or Lessor as appropriate or any Lessor Liens and such Additional Part or Obsolete Part shall no longer be deemed part of the Airframe, the Engine or Propeller from which it was removed. Title to any Additional Part its designee) not removed by Lessee prior to the return to Lessor (including pursuant to the exercise of remedies following an Event of Default) of such Item of Equipment. If Lessor elects not to purchase a severable Part owned by Lessee (or its designee), Lessee or a Permitted Sublessee, as the case may be, may at its option remove such Part or return the applicable Item of Equipment with such Part intact (in which case such Part shall become subject to the Sale Agreement without further act by the parties hereto). Any permitted additions or modifications will be permanently recorded and the records of such shall be made available at the request of the Airframe, such Engine or such Propeller to Lessor hereunder shall vest in the Lessor without further actLessor.

Alterations, Modifications and Additions. Lessee, at its own expense, shall The Company will make such alterations and modifications in and additions to the such Airframe or any and each such Engine or Propeller as may be required to be made from time to time during to meet the Term by Applicable Law regardless upon whom such applicable requirements are, by their terms, nominally imposed. Title to all Parts incorporated on, installed in or attached or added to of the Airframe FAA or any Engine or Propeller as the result applicable government of any alterationother jurisdiction in which such Aircraft may then be registered; provided that the Company may, modification in good faith, contest the validity or addition required by application of any such requirement in any manner that does not involve any material risk of sale, loss or forfeiture of such Aircraft and does not adversely affect the preceding sentence shall vest without further act Security Agent’s interest in Lessor and become subject to the Mortgage and this Lease and the Lien of the FinanciersAircraft Collateral. In addition, Lesseethe Company, at its own expense, may from time to time add further parts or accessories and make or cause to be made Aircraft Security Agreement AA 2009-2 Secured Notes such alterations and modifications in and additions to the Airframe, any Engine such Airframe or any Propeller such Engine as Lessee the Company may deem desirable in the proper conduct of its business, (any such additions for purposes of this Section 8(d) called "Additional Parts") including, without limitation, removal (without replacement) of Parts (for purposes of this Section 8(d) called "Obsolete Parts"); , provided that no such alteration, modification, modification or addition or removal shall materially diminish the value or utility of the Airframe, such Airframe or such Engine below its value or such Propellerutility, or impair the condition or airworthiness thereof immediately prior to such alteration, modificationmodification or addition, addition assuming that such Airframe or removal assuming the Airframe, such Engine or such Propeller was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this LeaseAircraft 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 that shall have been removed that the Company deems obsolete or no longer suitable or appropriate for use on such Airframe or such Engine. All Parts incorporated or installed in or attached or added to such Airframe or any such Engine as the result of such alteration, modification or addition shall be free and clear of any Liens, other than Permitted Liens, and shall, without further act, be subject to the Lien of this Aircraft Security Agreement. Notwithstanding anything to the contraryforegoing, Lessee the Company may, at any time during the Termtime, remove any Additional Part from such Airframe or any such Engine if such Part; provided that : (i) such Additional Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe, such Airframe or such Engine or such Propeller at the time of delivery thereof hereunder to the Company or any part Part in replacement of, or substitution for, any such Part, (ii) such Additional Part is not required to be incorporated or installed in or attached or added to such Airframe, Airframe or such Engine or Propeller pursuant to the first sentence of this Section 8(d7.04(c) or Section 7.02(d) and (iii) such Additional Part can be removed from the Airframe, such Airframe or such Engine or such Propeller without materially diminishing the value or impairing the value, utility, condition or airworthiness utility required to be maintained by the terms of this Lease which the Airframe, Aircraft Security Agreement that such Airframe or such Engine or such Propeller would have had at such time had such addition not occurredPart never been installed on such Airframe or such Engine. Upon the removal by Lessee the Company of any Additional Part as provided in the immediately preceding sentence or the removal of any Obsolete Part permitted by this Section 8(d7.04(c), title thereto such removed Part shall, without further act, vest in Lessee, be free and clear of the Lien of this Aircraft Security Agreement and of all rights and interests of Owner Participant any Financier, the Security Trustee, or Lessor as appropriate or any Lessor Liens Agent (and such Additional Part or Obsolete Part the other beneficiaries hereof) and shall no longer be deemed part a Part hereunder. Upon request of the AirframeCompany from time to time, the Engine or Propeller from which it was removed. Title to any Additional Part not removed by Lessee prior Security Agent (and, if the Company so requests, the Trustee) shall execute and deliver to the return Company an appropriate instrument confirming the release of any such removed Part from the Airframe, such Engine or such Propeller to Lessor hereunder shall vest in the Lessor without further actLien of this Aircraft Security Agreement.