Common use of Co-Trustees and Separate Trustees Clause in Contracts

Co-Trustees and Separate Trustees. (a) If at any time it shall be necessary or prudent in order to conform to any Law of any jurisdiction in which all or any part of the Trust Estate is located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Trustee shall have been directed to do so by Owner Participant, Owner Trustee and Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any or all of which shall be a Citizen of the United States) approved by Owner Trustee and Owner Participant, either to act as co-trustee, jointly with Owner Trustee, or to act as separate trustee under this Trust Agreement (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional trustee under this Trust Agreement shall, to the extent permitted by Law, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditions: (i) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement shall be exercised solely by Owner Trustee; (ii) All other rights, powers, duties and obligations conferred or imposed upon Owner Trustee shall be conferred or imposed upon and exercised or performed by Owner Trustee and such additional trustee jointly, except to the extent that under any Law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate is Collateral may at the time be located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Issuer and the Trustee shall have been directed power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee, the Issuer shall for such purpose join with the Trustee in the execution, delivery and Owner Participant shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Trustee and Owner Participantmeeting the eligibility standards for the Trustee specified in Section 7.08, either to act as coCo-trusteeTrustee, jointly with Owner Trusteethe Trustee of all or any part of such Collateral, or to act as separate trustee under this Trust Agreement (Trustee of any such coproperty (a “Co-trustee or separate trustee being herein sometimes referred to Trustee”), in either case with such powers as an "additional trustee"). In the event Owner Participant shall not have joined may be provided in the execution instrument of appointment, and to vest in such agreements' supplemental hereto Person or persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Issuer does not join in such appointment within ten fifteen (15) days after the receipt by it of a written request from Owner Trustee so to do, or or, in case a Lease an Event of Default or Indenture Event of Default exists, the Trustee alone shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact have power to act for it under the foregoing provisions of this Section 9.2 in either of make such contingenciesappointment. (b) Should any written instrument from the Issuer be reasonably required by any Co-Trustee or separate Trustee so appointed for more fully confirming to such Co-Trustee or separate Trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. (c) Every additional trustee under this Trust Agreement Co-Trustee or separate Trustee shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms: (i) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement Notes shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered by, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ii) the rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional trustee Co-Trustee or separate Trustee jointly, as shall be provided in the instrument appointing such Co-Trustee or separate Trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trusteeCo-Trustee or separate Trustee at the direction or with the consent of the Trustee; (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, Trustee at any time, by an instrument in writing executed by it and, prior to the occurrence of an Event of Default, the Issuer, may accept the resignation of or remove any such additional trustee. In Co-Trustee or separate Trustee, appointed under this Section, and, in case an Event of Default exists, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional trustee Co-Trustee or separate Trustee without the concurrence of Owner Participant; the Issuer. Upon the written request of the Trustee, the Issuer shall join with the Trustee in the execution, delivery and Owner Participant hereby appoints Owner performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any Co-Trustee or separate Trustee that has so resigned or been removed may be appointed in the manner provided in this Section; (iv) no Co-Trustee or separate Trustee hereunder shall be personally liable by reason of any act or omission of the Trustee or any other such Trustee hereunder nor shall the Trustee be liable by reason of any act or omission of any Co-Trustee or separate Trustee selected by the Trustee with due care or appointed in accordance with directions to the Trustee pursuant to Section 6.14 provided, that the appointment of any Co-Trustee or separate Trustee shall not relieve the Trustee from any of its agent express duties and attorney-in-fact to act for it in such connection in such contingencyobligations under this Indenture; and (viv) No appointment of, or action by, any additional trustee will relieve Owner Trustee Act of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title Noteholders delivered to the Trust Estate Trustee shall be deemed to have been delivered to each such Co-Trustee and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time it shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any or and all of which shall be a Citizen of the United StatesStates without making use of a voting trust, voting powers agreement or similar arrangement) approved by the Owner Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease an Indenture Event of Default or Indenture not arising from a Lease Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.2 9.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 9.02 in either of such contingencies. (b) contingency. Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Lawlaw, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (iA) All all powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement hereunder or under the Participation Agreement shall be exercised solely by the Owner Trustee; (iiB) All all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such additional trustee jointly, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iiiC) No no power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement hereunder by such additional trustee, except jointly with, or with the consent in writing of, the Owner Trustee; (ivD) No no trustee under this Trust Agreement hereunder shall be personally liable by reason of any action act or omission of any other trustee under this Trust Agreementhereunder; (vE) the Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In trustee unless such additional trustee was appointed by the event that Owner Trustee without the concurrence of the Owner Participant shall during the occurrence of an Indenture Event of Default not have joined arising from a Lease Event of Default, in which case the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (viF) No no appointment of, or action by, any additional trustee will relieve the Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee the Indenture Trustee or the Certificate Holders holders of the Secured Certificates in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of the TIA or of any jurisdiction in which all or any part of the Trust Estate is may at the time be located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Issuer and the Trustee shall have been directed power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee or of the Holders of Notes entitled to more than 50% of the Voting Rights, the Issuer shall for such purpose join with the Trustee in the execution, delivery and Owner Participant shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Rating Agencies and the Trustee and Owner Participant, either to act as co-trustee, jointly with Owner the Trustee, of all or any part of the Trust Estate, or to act as separate trustee under of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement (Section. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Trustee alone shall have power to make such appointment. Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee")such property, title, right or power, any such instrument shall, on request, be executed, acknowledged and delivered by the Issuer. In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, Every co-trustee or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional separate trustee under this Trust Agreement shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms: (i1) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement The Notes shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised, solely by the Trustee. (2) The rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee;. (iii3) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any the Issuer. Upon the written request of the terms ofTrustee, the Trust Indenture or affect Issuer shall join with the interests of Mortgagee or the Certificate Holders Trustee in the Trust Indenture Estateexecution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (c4) In case any No co-trustee or separate trustee under this Section 9.2 hereunder shall diebe personally liable by reason of any act or omission of the Trustee, become incapable or any other such trustee hereunder, and the Trustee shall not be personally liable by reason of acting, resign any act or be removed, the title to the Trust Estate and all rights and duties omission of any co-trustee or other such separate trustee shall, so far as permitted by Law, vest in hereunder. (5) Any Act of Noteholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time it shall be necessary or prudent in order to conform to any Law of any jurisdiction in which all or any part of the Trust Estate is located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Trustee shall have been directed to do so by Owner Participant, Owner Trustee and Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any or all of which shall be a Citizen of the United States) approved by Owner Trustee and Owner Participant, either to act as co-trustee, jointly with Owner Trustee, or to act as separate trustee under this Trust Agreement (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional trustee under this Trust Agreement shall, to the extent permitted by Law, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditions: (i) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement shall be exercised solely by Owner Trustee; (ii) All other rights, powers, duties and obligations conferred or imposed upon Owner Trustee shall be conferred or imposed upon and exercised or performed by Owner Trustee and such additional trustee jointly, except to the extent that under any Law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Note Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time or times, if the Issuer, the Trustee or any Noteholder determines that it shall be is necessary or prudent in order to conform to any Law for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate is Asset Pool may at the time be located, the Issuer and the Trustee (with the written consent of the Insurer, if no Insurer Default has occurred and is continuing) shall have power to appoint, and, upon the written request of the Trustee or Owner the Insurer (if no Insurer Default has occurred and is continuing) or the holders of a majority of the then Outstanding Principal Amount of the Notes (if an Insurer Default has occurred and is continuing), the Issuer shall for such purpose join with the Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest execution, delivery, and performance of Owner Participant or Owner Trustee, or Owner Trustee shall have been directed to do so by Owner Participant, Owner Trustee and Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) approved by Owner Trustee and Owner Participant, Persons either to act as co-trustee, jointly with Owner the Trustee, of all or any part of such Asset Pool, or to act as separate trustee under of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement Section. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Trustee (if no Insurer Default has occurred and is continuing), or the holders of a majority of the then Outstanding Principal Amount of the Notes (if an Insurer Default has occurred and is continuing), alone shall have power to make such appointment. (b) Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to doproperty, title, right, or in case a Lease Event of Default or Indenture Event of Default shall occur power, any and all such instruments shall, on request, be continuingexecuted, Owner Trustee may act under acknowledged and delivered by the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingenciesIssuer. (bi) Every additional co-trustee under this Trust Agreement or separate trustee shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms: (iii) All The Notes shall be authenticated and delivered and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and rights other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised, solely by the Trustee. (iii) The rights, powers, duties, and obligations hereby conferred or imposed upon Owner the Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement shall be exercised solely any property covered by Owner Trustee; (ii) All other rights, powers, duties and obligations conferred or imposed upon Owner Trustee such appointment shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that that, under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee; (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee;. (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order and the written concurrence of the Insurer (if no Insurer Default has occurred and is continuing), may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; the Issuer (if no Insurer Default has occurred and Owner Participant hereby appoints Owner is continuing). Upon the written request of the Trustee, the Issuer shall join with the Trustee its agent in the execution, delivery and attorneyperformance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-intrustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (v) No co-fact trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee or any other such trustee hereunder and the Trustee shall not be personally liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder selected by the Trustee with due care or appointed in accordance with directions to act for it in such connection in such contingency; andthe Trustee pursuant to this Section 8.11. (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee Any Act of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title Noteholders delivered to the Trust Estate Trustee shall be deemed to have been delivered to each such co-trustee and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part portion of the Trust Estate is Collateral may at the time be located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Issuer and the Trustee shall have been directed power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee or of the Holders of Notes representing at least 25% of the aggregate Note Principal Balance of Outstanding Notes, the Issuer shall for such purpose join with the Trustee in the execution, delivery and Owner Participant shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Trustee and Owner Participant, either to act as co-trustee, jointly with Owner the Trustee, of all or any part of such Collateral, or to act as separate trustee under of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement (Section. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request to do so, or in case an Event of Default has occurred and is continuing, the Trustee alone shall have power to make such appointment. Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee")such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, Every co-trustee or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional separate trustee under this Trust Agreement shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms, namely: (i1) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement The Notes shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee. (2) The rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee;. (iii3) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by a Board Resolution, may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any the Issuer. Upon the written request of the terms ofTrustee, the Trust Indenture or affect Issuer shall join with the interests of Mortgagee or the Certificate Holders Trustee in the Trust Indenture Estateexecution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee that has so resigned or been removed may be appointed in the manner provided in this Section. (c4) In case any No co-trustee or separate trustee under this Section 9.2 hereunder shall diebe personally liable by reason of any act or omission of the Trustee or any other such trustee hereunder nor shall the Trustee be liable by reason of any act or omission of any co-trustee or separate trustee hereunder, become incapable so long as such co-trustee or separate trustee has been appointed by the Trustee with due care. (5) Any Act of acting, resign or be removed, the title Noteholders delivered to the Trust Estate Trustee shall be deemed to have been delivered to each such co-trustee and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time it shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any or and all of which shall be a Citizen of the United StatesStates without making use of a voting trust, voting powers agreement or similar arrangement) approved by the Owner Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease an Indenture Event of Default or Indenture not arising from a Lease Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.2 9.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 9.02 in either of such contingencies. (b) contingency. Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Lawlaw, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (iA) All all powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement hereunder or under the Participation Agreement shall be exercised solely by the Owner Trustee; (iiB) All all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such additional trustee jointly, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iiiC) No no power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement hereunder by such additional trustee, except jointly with, or with the consent in writing of, the Owner Trustee; (ivD) No no trustee under this Trust Agreement hereunder shall be personally liable by reason of any action act or omission of any other trustee under this Trust Agreementhereunder; (vE) the Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In trustee unless such additional trustee was appointed by the event that Owner Trustee without the concurrence of the Owner Participant shall during the occurrence of an Indenture Event of Default not have joined arising from a Lease Event of Default, in which case the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (viF) No no appointment of, or action by, any additional trustee will relieve the Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee the Indenture Trustee or the Certificate Holders holders of the Secured Certificates in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of the TIA or of any jurisdiction in which all or any part of the a Trust Estate is may at the time be located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Issuer and the Trustee shall have been directed power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee or of the Holders of Bonds representing not less than 66 2/3% of the Aggregate Current Principal Amount of the Outstanding Bonds, the Issuer shall for such purpose join with the Trustee in the execution, delivery and Owner Participant shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Trustee and Owner Participant, either to act as co-trustee, jointly with Owner the Trustee, of all or any part of such Trust Estate, or to act as separate trustee under of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement (Section. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and in continuing, the Trustee alone shall have power to make such appointment. Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee")such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, Every co-trustee or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional separate trustee under this Trust Agreement shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms: (i1) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement The Bonds shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered and all rights, powers, duties and obligations hereunder in respect to the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised, solely by the Trustee. (2) The rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that that, under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee;. (iii3) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any the Issuer. Upon the written request of the terms ofTrustee, the Trust Indenture or affect Issuer shall join with the interests of Mortgagee or the Certificate Holders Trustee in the Trust Indenture Estateexecution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (c4) In case any No co-trustee or separate trustee under this Section 9.2 hereunder shall diebe personally liable by reason of any act or omission of the Trustee, become incapable or any other such trustee hereunder and the Trustee shall not be personally liable by reason of acting, resign any act or be removed, the title to the Trust Estate and all rights and duties omission of any co-trustee or other such separate trustee shall, so far as permitted by Law, vest in hereunder. (5) Any Act of Bondholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time it shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is located, or make any claim or bring any suit with respect to the Trust Estate or the Lease, or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any or and all of which shall be a Citizen of the United StatesStates without making use of a voting trust, voting powers agreement or similar arrangement) approved by the Owner Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Lawlaw, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (iA) All all powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement hereunder or under the Participation Agreement shall be exercised solely by the Owner Trustee; (iiB) All all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such additional trustee jointly, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iiiC) No no power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement hereunder by such additional trustee, except jointly with, or with the consent in writing of, the Owner Trustee; (ivD) No no trustee under this Trust Agreement hereunder shall be personally liable by reason of any action act or omission of any other trustee under this Trust Agreementhereunder; (vE) the Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (viF) No no appointment of, or action by, any additional trustee will relieve the Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Operative Documents, including, without limitation, the Trust Indenture or affect the interests of Mortgagee the Indenture Trustee or the Certificate Holders holders of the Equipment Notes in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate is Property may at the time be located, or the Owner Trustee being advised by counsel and the Indenture Trustee shall determine that it is so necessary or prudent in have power to appoint, with the interest prior written consent of Owner Participant or Owner the Note Insurer, and, upon the written request of the Indenture Trustee, the Note Insurer or the Noteholders representing more than fifty percent (50%) of the Aggregate Outstanding Principal Balance of the Class A Notes and the Class B Notes, and after delivering written notice to the Administrator, the Owner Trustee shall have been directed to do so by Owner Participantfor such purpose join with the Indenture Trustee in the execution, Owner Trustee delivery and Owner Participant shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Indenture Trustee and Owner Participant, either to act as co-trustee, jointly with Owner the Indenture Trustee, of all or any part of the Trust Property, or to act as separate trustee under of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement Section 7.13. If the Owner Trustee does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Indenture Trustee alone with the prior written consent of the Note Insurer shall have power to make such appointment. (b) Should any written instrument from the Owner Trustee be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingenciesTrustee. (bc) Every additional co-trustee under this Trust Agreement or separate trustee shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms: (i) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement The Notes shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Indenture Trustee hereunder, shall be exercised solely by the Indenture Trustee. (ii) The rights, powers, duties and obligations hereby conferred or imposed upon Owner the Indenture Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by Owner the Indenture Trustee or by the Indenture Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Indenture Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed solely by such additional co-trustee or separate trustee;. (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Indenture Trustee at any time, by an instrument in writing may remove any such additional trustee. In executed by it, with the event that Owner Participant shall not have joined in concurrence of the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to doevidenced by an Issuer Order, Owner may accept the resignation of, or remove, any co-trustee or separate trustee appointed under this Section 7.13, and, in case an Event of Default has occurred and is continuing, the Indenture Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of the Owner Participant; and Owner Participant hereby appoints Trustee. Upon the written request of the Indenture Trustee, the Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner shall join with the Indenture Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estateexecution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 7.13. (civ) In case otherwise liable by reason of any separate act or omission of the Indenture Trustee, or any other such trustee under this Section 9.2 hereunder, and the Indenture Trustee shall die, become incapable not be financially or otherwise liable by reason of acting, resign any act or be removed, the title to the Trust Estate and all rights and duties omission of any co-trustee or other such separate trustee shall, so far as permitted by Law, vest in hereunder. (v) Any Act of Noteholders delivered to the Indenture Trustee shall be deemed to have been delivered to each such co-trustee and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time Whenever the Owner Trustee or the Majority Holders shall deem it shall be necessary or prudent in order either (a) to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is locatedshall be situated or to which it may be subject or to make any claim or bring any suit with respect to the Trust Estate or any Operative Agreement, or Owner Trustee being (b) shall be advised by counsel shall determine satisfactory to it that it is so necessary or prudent in the interest of Owner Participant or Owner Trusteeprudent, or (c) the Owner Trustee shall have been directed to do so by Owner Participantthe Majority Holders and the Agent, the Owner Trustee and Owner Participant the Holders shall execute and deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to constitute one (1) or more Persons who need not meet the requirements of Section 9.1(c) (and the Owner Trustee may appoint one (1) or more of its officers) either as co-trustee or co-trustees (the “Co-Owner Trustee”), jointly with the Owner Trustee, of all or any part of the Trust Estate, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the Trust Estate or any part thereof and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are satisfactory to the Owner Trustee and the Holders. In accordance with the foregoing: (i) The Owner Trustee shall appoint a Co-Owner Trustee hereunder in part so that if, under any present or future law of any state where any Property is located or of any jurisdiction in which it may be necessary to perform any act in carrying out the trusts herein created, the Owner Trustee or any of its successors may be incompetent or unqualified or incapacitated or unwilling to perform certain acts as such Owner Trustee, then upon the written request of the Owner Trustee of any of its successors received by any Co-Owner Trustee, all of such acts required to be performed in such jurisdiction in the execution of the trust hereby created, shall and will be performed by any Co-Owner Trustee, or any of his successors, in trust acting alone, as if he or such successor had been specifically authorized so to do or had been the sole Owner Trustee hereunder. Any Co-Owner Trustee shall continue to perform such acts until otherwise directed in writing by the Owner Trustee or any of its successors. Any request in writing by the Owner Trustee or any of its successors to the Co-Owner Trustee shall be sufficient warrant for him to take such action as may be so requested. (ii) Except as it may be deemed necessary for any Co-Owner Trustee or any of his successors solely or jointly to execute the trusts herein created, the Owner Trustee or any of its successors shall solely have and exercise the powers, and shall be solely charged with the performance of the duties, hereinbefore declared on the part of the Owner Trustee to be had, exercised and performed; and any Co-Owner Trustee shall not be liable therefor. Any Co-Owner Trustee or any successor to him may delegate to the Owner Trustee or its successor hereunder the exercise of any power, discretion or otherwise, conferred by any provision of this Trust Agreement. (iii) Any act of the Owner Trustee herein required or authorized shall and will be jointly or separately performed by the Owner Trustee or its successors hereunder and by any Co-Owner Trustee or any of his successors appointed hereunder, if such joint performance or separate performance shall be necessary to the legality of such act and when so acting all references herein to “First Security Bank, National Association” shall be deemed to be references to such Co-Owner Trustee in its individual capacity and all references to “Owner Trustee” shall be deemed to be references to any Co-Owner Trustee, and such Co-Owner Trustee shall be entitled to all the protection, indemnification, immunity and compensation herein provided to the Owner Trustee acting singly in reference to such acts (subject to the limitations to such a protection, indemnification, immunity and compensation set forth herein). (iv) The Owner Trustee or its successor in trust shall have and is hereby given the power at any time by an instrument in writing duly executed by a Vice President, to remove any Co-Owner Trustee or his successor, from his position as Co-Owner Trustee hereunder. In the case of death, resignation, removal, incapacity or inability to act hereunder of the Co-Owner Trustee, or his successor as Co-Owner Trustee, any adult citizen of the United States of America may be appointed Co-Owner Trustee hereunder by the person who shall at the time be a Vice President of the corporation then acting as the Owner Trustee hereunder by an instrument in writing duly executed, and under its corporate seal, and, subject to its right to revoke such appointment or to appoint another bank person, the Owner Trustee shall appoint a successor Co-Owner Trustee, such appointment to be immediately effective in case of the death, resignation, removal or trust company inability or incapacity to act hereunder of the Co-Owner Trustee. In the event a vacancy occurs in the office of the Co-Owner Trustee, either by reason of resignation, removal, incapacity or inability to act and no successor is appointed pursuant to the foregoing provisions within thirty (30) days after such vacancy occurs, the Holders and the Agent may jointly appoint a successor to the Co-Owner Trustee in the same manner as is provided for the appointment of a successor to the Co-Owner Trustee hereunder. (v) At any time or times, for the purposes of meeting the legal requirements of any jurisdiction in which any part of the Trust Estate hereunder may at the time be located, or to avoid any violation of law or imposition of taxes not otherwise imposed on the Owner Trustee, or if the Owner Trustee shall deem it desirable for its own protection, the Owner Trustee shall have power to appoint one (1) or more persons (any or all of which shall who may be a Citizen officers of the United States) approved by Owner Trustee and Owner Participant, either to act as an additional co-trustee, jointly with the Owner Trustee) of all or any part of the Trust Estate hereunder, or of any property constituting part thereof, or to act as separate trustee under this of any part of the Trust Agreement (any Estate in either case with such co-trustee or separate trustee being herein sometimes referred to powers as an "additional trustee"). In the event Owner Participant shall not have joined may be provided in the execution instrument of appointment and are consistent with the terms hereof, and to vest in such agreements' supplemental hereto within ten days after person or persons in the receipt of a written request from Owner Trustee so capacity as aforesaid, any property, title, right or power deemed necessary or desirable, subject to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing remaining provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies9.2. (bvi) Every additional trustee under Notwithstanding any provision of this Trust Agreement shall, to the extent permitted by Lawcontrary, any additional co-trustee shall act upon and be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions terms and conditions: (i) : All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement shall be exercised solely by Owner Trustee; (ii) All other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed solely upon and solely exercised or and performed by the Owner Trustee and such additional trustee jointly, except to the extent that under any Law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to Owner Trustee or the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsacts or to avoid any violation of Law or imposition of taxes not otherwise imposed on the Owner Trustee, or if the Owner Trustee shall deem it desirable for its own protection, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee;co-trustee or Co-Owner Trustee. (iiivii) No power given granted by this Trust Agreement to, or which it is provided hereby this Trust Agreement provides may be exercised by, any such additional trustee shall the Owner Trustee in respect of the custody, control and management of moneys may be exercised under this Trust Agreement by such additional trustee, any Co-Owner Trustee or any subsequently appointed co-trustee except jointly with, or with the consent in writing of, the Owner Trustee for disbursement or application in accordance with the terms hereof. (viii) All moneys which may be received or collected by any Co-Owner Trustee or such subsequently appointed co-trustees shall be paid over to the Owner Trustee to be distributed in accordance with this Trust Agreement and the other Operative Agreements. (ix) Any Co-Owner Trustee;, or any subsequently appointed co-trustee to the extent permitted by Law, does hereby constitute the Owner Trustee or its successors hereunder his or her agent or attorney in fact, with full power and authority to do any and all acts and things and exercise any and all discretion authorized or permitted by the Co-Owner Trustee or such subsequently appointed co-trustee, in its behalf or in its name. (ivx) No trustee under this Trust Agreement hereunder shall be personally liable by reason of any action act or omission of any other trustee under this Trust Agreement; (v) Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estatehereunder. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time or times it shall be necessary or prudent in order to conform to any Applicable Law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being shall be advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons Persons (any or and all of which shall be a Citizen of the United States) approved by the Owner Trustee and the Owner Participant, either to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement or trustees hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event the Owner Participant shall not have joined in the execution of such agreements' agreements supplemental hereto within ten days after the receipt of a written request from the Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.2 8.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 8.02 in either of such contingencies. (b) . Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Applicable Law, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (ia) All all powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement hereunder or under the Participation Agreement shall be exercised solely by the corporation designated as the Owner TrusteeTrustee in the first paragraph of this Trust Agreement, or its successors as the Owner Trustee hereunder; (iib) All all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee and any limitations thereon shall be conferred or imposed upon and exercised or performed by the corporation designated as the Owner Trustee in the first paragraph of this Trust Agreement or its successors as the Owner Trustee, and such additional trustee or trustees jointly, except to the extent that under any Applicable Law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) ), the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trusteetrustee or trustees; (iiic) No no power given to, or which it is provided hereby may be exercised by, any such additional trustee or trustees shall be exercised under this Trust Agreement hereunder by such additional trusteetrustee or trustees, except jointly with, or with the consent in writing of, the corporation designed as the Owner Trustee in this Trust Agreement or its successor as the Owner Trustee, anything herein contained to the contrary notwithstanding; (ivd) No no trustee under this Trust Agreement hereunder shall be personally liable by reason of any action act or omission of any other trustee under this Trust Agreement;hereunder; and (ve) the Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that the Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from the Owner Trustee so to do, the Owner Trustee shall have the power to remove any such additional trustee without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) . In case any separate trustee under this Section 9.2 8.02 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Applicable Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate is may at the time be located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Depositor and the Trustee shall have been directed power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee and Owner Participant the Holders representing at least 25% in Outstanding Principal Amount of all Certificates, the Depositor shall execute for such purpose join with the Trustee in the execution, delivery and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Trustee and Owner Participantmeeting the requirements of Section 7.08, either to act as co-trusteeTrustee, jointly with Owner Trusteethe Trustee of all or any part of such Trust Estate, or to act as separate trustee under this Trust Agreement (Trustee of any such co-trustee or separate trustee being herein sometimes referred to property, in either case with such powers as an "additional trustee"). In the event Owner Participant shall not have joined may be provided in the execution instrument of appointment, and to vest in such agreements' supplemental hereto Person or persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Depositor does not join in such appointment within ten fifteen (15) days after the receipt by it of a written request from Owner Trustee so to do, or in case a Lease Depositor Event of Default or Indenture Event of Default shall occur has occurred and be is continuing, Owner the Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner alone shall have power to make such appointment. Every co-Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional trustee under this Trust Agreement or separate Trustee shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms: (ia) All the Certificates shall be authenticated and delivered by, and all rights, powers, duties, duties and obligations and rights conferred upon Owner Trustee under this Agreement in respect of the custodycustody of securities, control cash and management of moniesother personal property held by, or required to be deposited or pledged with, the Aircraft or documents authorized to be delivered Trustee under this Trust Agreement or under the Participation Agreement Agreement, shall be exercised solely by Owner the Trustee; (iib) All other the rights, powers, duties and obligations conferred or imposed upon Owner the Trustee by this Agreement in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional trustee co-Trustee or separate Trustee jointly, as shall be provided in the instrument appointing such co-Trustee or separate Trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iii) No power given to, co-Trustee or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner separate Trustee; (ivc) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Depositor evidenced by a Board Resolution, may accept the resignation of or remove any such additional trustee. In co-Trustee or separate Trustee, appointed under this Section, and, in case a Depositor Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional trustee co-Trustee or separate Trustee without the concurrence of Owner Participant; the Depositor. Upon the written request of the Trustee, the Depositor shall join with the Trustee in the execution, delivery and Owner Participant hereby appoints Owner performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-Trustee its agent and attorneyor separate Trustee that has so resigned or been removed may be appointed in the manner provided in this Section; (d) no co-inTrustee or separate Trustee hereunder shall be personally liable by reason of any act or omission of the Trustee or any other such Trustee hereunder nor shall the Trustee be liable by reason of any act or omission of any co-fact Trustee or separate Trustee selected by the Trustee with due care or appointed in accordance with directions to act for it in such connection in such contingencythe Trustee pursuant to Section 6.02; and (vie) No appointment of, or action by, any additional trustee will relieve Owner Trustee Act of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title Certificateholders delivered to the Trust Estate Trustee shall be deemed to have been delivered to each such co-Trustee and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time or times, if the Company, the Trustee or any Noteholder determines that it shall be is necessary or prudent in order to conform to any Law for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate is may at the time be located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Company and the Trustee shall have been directed power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee or the holders of a majority of the then Outstanding Principal Amount of the Notes, the Company shall for such purpose join with the Trustee in the execution, delivery, and Owner Participant shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Trustee and Owner Participant, either to act as co-trustee, jointly with Owner the Trustee, of all or any part of such Trust Estate, or to act as separate trustee under of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement Section. If the Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Trustee, or the holders of a majority of the then Outstanding Principal Amount of the Notes, alone shall have power to make such appointment. (b) Should any written instrument from the Company be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to doproperty, title, right, or in case a Lease Event of Default or Indenture Event of Default shall occur power, any and all such instruments shall, on request, be continuingexecuted, Owner Trustee may act under acknowledged and delivered by the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingenciesCompany. (bc) Every additional co-trustee under this Trust Agreement or separate trustee shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms: (i) All The Notes shall be authenticated and delivered and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and rights other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised, solely by the Trustee. (ii) The rights, powers, duties, and obligations hereby conferred or imposed upon Owner the Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement shall be exercised solely any property covered by Owner Trustee; (ii) All other rights, powers, duties and obligations conferred or imposed upon Owner Trustee such appointment shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co--trustee or separate trustee, except to the extent that that, under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee;. (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company evidenced by a Company Order, may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any the Company. Upon the written request of the terms ofTrustee, the Trust Indenture or affect Company shall join with the interests of Mortgagee or the Certificate Holders Trustee in the Trust Indenture Estateexecution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (civ) In case any No co-trustee or separate trustee under this Section 9.2 hereunder shall die, become incapable be personally liable by reason of acting, resign any act or omission of the Trustee or any other such trustee hereunder and the Trustee shall not be removed, the title to the Trust Estate and all rights and duties personally liable by reason of any act or omission of any co-trustee or other such separate trustee shall, so far as permitted hereunder selected by Law, vest the Trustee with due care or appointed in accordance with directions to the Trustee pursuant to Section 6.12. (v) Any Act of Noteholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time or --------------------------------- times it shall be necessary or prudent in order to conform to any Applicable Law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being shall be advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons Persons (any or and all of which shall be a Citizen of the United States) approved by the Owner Trustee and the Owner Participant, either to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement or trustees hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event (i) the Owner Participant shall not have joined in the execution of such agreements' agreements supplemental hereto within ten days after the receipt of a written request from the Owner Trustee so to do, or in case a Lease (ii) an Indenture Event of Default or Indenture not arising from an Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.2 9.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 9.02 in either of such contingencies. (b) . Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Applicable Law, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (ia) All all powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement hereunder or under the Participation Agreement shall be exercised solely by the corporation designated as the Owner TrusteeTrustee in the first paragraph of this Trust Agreement, or its successors as the Owner Trustee hereunder; (iib) All all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee and any limitations thereon shall be conferred or imposed upon and exercised or performed by the corporation designated as the Owner Trustee in the first paragraph of this Trust Agreement or its successors as the Owner Trustee, and such additional trustee or trustees jointly, except to the extent that under any Applicable Law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) ), the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trusteetrustee or trustees; (iiic) No no power given to, or which it is provided hereby may be exercised by, any such additional trustee or trustees shall be exercised under this Trust Agreement hereunder by such additional trusteetrustee or trustees, except jointly with, or with the consent in writing of, the corporation designed as the Owner Trustee in this Trust Agreement or its successor as the Owner Trustee, anything herein contained to the contrary notwithstanding; (ivd) No no trustee under this Trust Agreement hereunder shall be personally liable by reason of any action act or omission of any other trustee under this Trust Agreementhereunder; (ve) the Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that the Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from the Owner Trustee so to do, the Owner Trustee shall have the power to remove any such additional trustee without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vif) No appointment no appointing of, or action by, any additional trustee will relieve the Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, of the Trust Indenture or affect the interests of Mortgagee the Indenture Trustee or the Certificate Holders of the Equipment Notes in the Trust Indenture Estate. (c) . In case any separate trustee under this Section 9.2 9.02 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Applicable Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time it shall be necessary or prudent in order to conform to any Law of any jurisdiction in which all or any part of the Trust Estate is located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Trustee shall have been directed to do so by Owner Participant, Owner Trustee and Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any or all of which shall be a Citizen of the United States) approved by Owner Trustee and Owner Participant, either to act as co-trustee, jointly with Owner Trustee, or to act as separate trustee under this Trust Agreement (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' agreements supplemental hereto within ten 10 days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional trustee under this Trust Agreement shall, to the extent permitted by Law, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditions: (i) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement shall be exercised solely by Owner Trustee; (ii) All other rights, powers, duties and obligations conferred or imposed upon Owner Trustee shall be conferred or imposed upon and exercised or performed by Owner Trustee and such additional trustee jointly, except to the extent that under any Law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Note Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate is Fund may at the time be located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Depositor and the Trustee shall have been directed power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee or of the Holders of Certificates representing more than 50% of the Aggregate Current Principal Amount of the Outstanding Regular Certificates, the Depositor shall for such purpose join with the Trustee in the execution, delivery and Owner Participant shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Trustee and Owner Participant, either to act as co-trustee, jointly with Owner the Trustee, of all or any part of the Trust Fund, or to act as separate trustee under of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement (Section. If the Depositor does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Trustee alone shall have power to make such appointment. Should any written instrument from the Depositor be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee")such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Depositor. In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, Every co-trustee or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional separate trustee under this Trust Agreement shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms: (i1) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement The Certificates shall be exercised solely by Owner Trustee; (ii) All other executed and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited with, the Trustee hereunder, shall be exercised, solely by the Trustee. (2) The rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that that, under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee;. (iii3) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Trustee at any time, by an instrument in writing executed by it, with the written concurrence of the Depositor, may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any the Depositor. Upon the written request of the terms ofTrustee, the Trust Indenture or affect Depositor shall join with the interests of Mortgagee or the Certificate Holders Trustee in the Trust Indenture Estateexecution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (c4) In case any No co-trustee or separate trustee under this Section 9.2 hereunder shall diebe personally liable by reason of any act or omission of the Trustee, become incapable or any other such trustee hereunder and the Trustee shall not be personally liable by reason of acting, resign any act or be removed, the title to the Trust Estate and all rights and duties omission of any co-trustee or other such separate trustee shall, so far as permitted by Law, vest in hereunder. (5) Any Act of Certificateholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If Notwithstanding any other provisions of this Indenture, at any time it shall be necessary or prudent in order to conform to for the purpose of meeting any Law legal requirement of any jurisdiction in which all or any part of jurisdiction, the Trust Estate is located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Trustee shall have been directed to do so by Owner Participant, Owner Trustee the power and Owner Participant shall may execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint one or more persons (any or all of which shall be a Citizen of the United States) approved by Owner Trustee and Owner Participant, either Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, and to vest in such Person or Persons, in such capacity and for the benefit of the Holders, subject to the other provisions of this Section 8.13, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable; provided, however, that, prior to an Event of Default, no co-trustee, jointly with Owner Trusteeco-trustees, or to act as separate trustee under this Trust Agreement (any such or separate trustees shall be appointed without the prior written consent of the Issuer, which consent shall not to be unreasonably withheld. No co-trustee or separate trustee being herein sometimes referred hereunder shall be required to meet the terms of eligibility as an "additional a successor trustee under Section 8.3 hereof and the Trustee shall, at the expense of the Issuer, provide prompt notice to Holders of the appointment of any co-trustee or separate trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional separate trustee under this Trust Agreement and co-trustee shall, to the extent permitted by Lawlaw, be appointed and act, and Owner Trustee and its successors shall act, act subject to the following provisions and conditions: (i) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement shall be exercised solely by Owner Trustee; (ii) All other all rights, powers, duties and obligations conferred or imposed upon Owner the Trustee shall be conferred or imposed upon and exercised or performed by Owner the Trustee and such additional separate trustee jointlyor co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed singly by such additional trustee; (iii) No power given to, separate trustee or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional co-trustee, except jointly with, or with but solely at the consent in writing of, Owner direction of the Trustee; (ivii) No neither the Trustee nor any co-trustee under this Trust Agreement or separate trustee hereunder shall be personally liable by reason of any action act or omission of any other trustee, co-trustee under this Trust Agreement; (v) Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional or separate trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingencyhereunder; and (viiii) No appointment of, the Trustee may at any time accept the resignation of or action by, remove any additional separate trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estateco-trustee. (c) In case Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee under or co-trustee shall refer to this Section 9.2 indenture and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall diebe vested with the estates or property specified in its instrument of appointment, become incapable either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of actingthis Indenture, resign specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or be removedaffording protection or rights (including the right to compensation, reimbursement and indemnification hereunder) to, the title to Trustee. Every such instrument shall be filed with the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time it shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any or and all of which shall be a Citizen “citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) approved by the Owner Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "“additional trustee"”). In the event the Owner Participant shall not have joined in the execution of such agreements' agreements supplemental hereto within ten days after the receipt of a written request from the Owner Trustee so to do, or in case a Lease Event of Default or Indenture an Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.2 9.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 9.02 in either of such contingencies. (b) . Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Lawlaw, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (ia) All powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, control and management of monies, the Aircraft Equipment or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement hereunder shall be exercised solely by the Owner Trustee; (iib) All other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such additional trustee jointly, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iiic) No power given to, or which it is provided hereby may be exercised by, to any such additional trustee shall be exercised under this Trust Agreement hereunder by such additional trustee, except jointly with, or with the consent in writing of, the Owner Trustee; (ivd) No trustee under this Trust Agreement hereunder shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement;hereunder; and (ve) The Owner ParticipantTrustee and Owner Participant may remove any such additional trustee, at any time, by an instrument in writing may remove any such additional trustee. In signed by both parties; provided, in the event that the Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from the Owner Trustee so to do, the Owner Trustee shall have the power to remove any such additional trustee without the concurrence of the Owner Participant; , and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estatetherewith. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time it shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any or and all of which shall be a Citizen of the United StatesStates without making use of a voting trust, voting powers agreement or similar arrangement) approved by the Owner Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease an Indenture Event of Default or Indenture not arising from a Lease Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.2 9.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 9.02 in either of such contingencies. (b) contingency. Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Lawlaw, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (iA) All all powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement hereunder or under the Participation Agreement shall be exercised solely by the Owner Trustee; (iiB) All all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such additional trustee jointly, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iiiC) No no power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement hereunder by such additional trustee, except jointly with, or with the consent in writing of, the Owner Trustee; (ivD) No no trustee under this Trust Agreement hereunder shall be personally liable by reason of any action act or omission of any other trustee under this Trust Agreementhereunder; (vE) the Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In trustee unless such additional trustee was appointed by the event that Owner Trustee without the concurrence of the Owner Participant shall during the occurrence of an Indenture Event of Default not have joined arising from a Lease Event of Default, in which case the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-in- fact to act for it in such connection in such contingency; and (viF) No no appointment of, or action by, any additional trustee will relieve the Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee the Indenture Trustee or the Certificate Holders holders of the Secured Certificates in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate is Mortgaged Property may at the time be located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Company and the Trustee shall have been directed power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee or of the Holders of at least 33% in principal amount of the Securities then Outstanding, the Company shall for such purpose join with the Trustee in the execution and Owner Participant shall execute and deliver an agreement supplemental hereto and delivery of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Trustee and, if no Event of Default shall have occurred and Owner Participantbe continuing, by the Company either to act as co-trustee, jointly with Owner the Trustee, of all or any part of the Mortgaged Property, or to act as separate trustee under of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement Section. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee so appointed to more fully confirm to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee")such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company. In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, Every co-trustee or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional separate trustee under this Trust Agreement shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditions: (iA) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement Securities shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee; (B) the rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations (including the holding of title to the Mortgaged Property or any portion thereof in any such jurisdiction) shall be exercised and performed by such additional co-trustee or separate trustee; (iiiC) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and Owner Participant hereby appoints Owner delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; (D) neither the Trustee its agent and attorneynor any co-in-fact to trustee or separate trustee hereunder shall be personally liable by reason of any act for it in such connection in such contingencyor omission of any other trustee hereunder; and (viE) No appointment of, or action by, any additional trustee will relieve Owner Trustee Act of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title delivered to the Trust Estate Trustee shall be deemed to have been delivered to each such co-trustee and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time or times, if the Issuer, the Trustee or any Noteholder determines that it shall be is necessary or prudent in order to conform to any Law for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate is Asset Pool may at the time be located, the Issuer and the Trustee (with the written consent of the Insurer, if no Insurer Default has occurred and is continuing) shall have power to appoint, and, upon the written request of the Trustee or Owner the Insurer (if no Insurer Default has occurred and is continuing) or the holders of a majority of the then Outstanding Principal Amount of the Notes (if an Insurer Default has occurred and is continuing), the Issuer shall for such purpose join with the Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest execution, delivery, and performance of Owner Participant or Owner Trustee, or Owner Trustee shall have been directed to do so by Owner Participant, Owner Trustee and Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) approved by Owner Trustee and Owner Participant, Persons either to act as co-trustee, jointly with Owner the Trustee, of all or any part of such Asset Pool, or to act as separate trustee under of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement Section. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Trustee (any if no Insurer Default has occurred and is continuing), or the holders of a majority of the then Outstanding Principal Amount of the Notes (if an Insurer Default has occurred and is continuing), alone shall have power to make such appointment. Any fees or expenses payable to such co-trustee or separate trustee being herein sometimes referred shall be paid by the Servicer and shall be in addition to as an "additional trustee"). In any fees and expenses payable to the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingenciesTrustee. (b) Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. (i) Every additional co-trustee under this Trust Agreement or separate trustee shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms: (iii) All The Notes shall be authenticated and delivered and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and rights other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised, solely by the Trustee. (iii) The rights, powers, duties, and obligations hereby conferred or imposed upon Owner the Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement shall be exercised solely any property covered by Owner Trustee; (ii) All other rights, powers, duties and obligations conferred or imposed upon Owner Trustee such appointment shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that that, under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee; (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee;. (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order and the written concurrence of the Insurer (if no Insurer Default has occurred and is continuing), may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; the Issuer (if no Insurer Default has occurred and Owner Participant hereby appoints Owner is continuing). Upon the written request of the Trustee, the Issuer shall join with the Trustee its agent in the execution, delivery and attorneyperformance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-intrustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (v) No co-fact trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee or any other such trustee hereunder and the Trustee shall not be personally liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder selected by the Trustee with due care or appointed in accordance with directions to act for it in such connection in such contingency; andthe Trustee pursuant to this Section 8.11. (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee Any Act of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title Noteholders delivered to the Trust Estate Trustee shall be deemed to have been delivered to each such co-trustee and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of jurisdiction, the Trust Estate is located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in Company and the interest of Owner Participant or Owner Trustee, or Owner Trustee shall have been directed power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee or of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds then Outstanding, the Company shall for such purpose join with the Trustee in the execution and Owner Participant shall execute and deliver an agreement supplemental hereto and delivery of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Trustee and, if no Event of Default shall have occurred and Owner Participantbe continuing, by the Company either to act as co-trusteetrustee under this Indenture, jointly with Owner the Trustee, or to act as separate trustee under this Trust Agreement Indenture, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee so appointed to more fully confirm to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee")such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company. In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, Every co-trustee or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional separate trustee under this Trust Agreement shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditions: (i) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement Bonds shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by the Trustee hereunder shall be exercised solely by the Trustee; (ii) the rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee shall be conferred or imposed upon and exercised or performed either by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee; (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and Owner Participant hereby appoints Owner delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; (iv) neither the Trustee its agent and attorneynor any co-in-fact to trustee or separate trustee hereunder shall be personally liable by reason of any act for it in such connection in such contingencyor omission of any other trustee hereunder; and (viv) No appointment of, or action by, any additional trustee will relieve Owner Trustee Act of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title delivered to the Trust Estate Trustee shall be deemed to have been delivered to each such co-trustee and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate is Property may at the time be located, or the Owner Trustee being advised by counsel and the Indenture Trustee shall determine that it is so necessary or prudent in have power to appoint, with the interest prior written consent of Owner Participant or Owner the Note Insurer, and, upon the written request of the Indenture Trustee, the Note Insurer or the Noteholders representing more than fifty percent (50%) of the Aggregate Outstanding Principal Balance of the Class A Notes and the Class B Notes, and after delivering written notice to the Administrator, the Owner Trustee shall have been directed to do so by Owner Participantfor such purpose join with the Indenture Trustee in the execution, Owner Trustee delivery and Owner Participant shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Indenture Trustee and Owner Participant, either to act as co-trustee, jointly with Owner the Indenture Trustee, of all or any part of the Trust Property, or to act as separate trustee under of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement Section 7.13. If the Owner Trustee does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Indenture Trustee alone with the prior written consent of the Note Insurer shall have power to make such appointment. (b) Should any written instrument from the Owner Trustee be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingenciesTrustee. (bc) Every additional co-trustee under this Trust Agreement or separate trustee shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms: (i) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement The Notes shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Indenture Trustee hereunder, shall be exercised solely by the Indenture Trustee. (ii) The rights, powers, duties and obligations hereby conferred or imposed upon Owner the Indenture Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by Owner the Indenture Trustee or by the Indenture Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Indenture Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed solely by such additional co-trustee or separate trustee;. (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Indenture Trustee at any time, by an instrument in writing may remove any such additional trustee. In executed by it, with the event that Owner Participant shall not have joined in concurrence of the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to doevidenced by an Issuer Order, Owner may accept the resignation of, or remove, any co-trustee or separate trustee appointed under this Section 7.13, and, in case an Event of Default has occurred and is continuing, the Indenture Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of the Owner Participant; and Owner Participant hereby appoints Trustee. Upon the written request of the Indenture Trustee, the Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner shall join with the Indenture Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estateexecution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 7.13. (civ) In case Otherwise liable by reason of any separate act or omission of the Indenture Trustee, or any other such trustee under this Section 9.2 hereunder, and the Indenture Trustee shall die, become incapable not be financially or otherwise liable by reason of acting, resign any act or be removed, the title to the Trust Estate and all rights and duties omission of any co-trustee or other such separate trustee shall, so far as permitted by Law, vest in hereunder. (v) Any Act of Noteholders delivered to the Indenture Trustee shall be deemed to have been delivered to each such co-trustee and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate is Property may at the time be located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Issuer and the Trustee shall have been directed power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee or the Noteholders evidencing more than 50% of the Voting Rights, the Issuer shall for such purpose join with the Trustee in the execution, delivery, and Owner Participant shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Trustee and Owner Participant, either to act as co-trustee, jointly with Owner the Trustee, of all or any part of such Trust Property, or to act as separate trustee under of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement Section 7.11. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Indenture Event of Default has occurred and is continuing, the Trustee alone shall have power to make such appointment. (b) Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to doproperty, title, right, or in case a Lease Event of Default or Indenture Event of Default shall occur power, any and all such instruments shall, on request, be continuingexecuted, Owner Trustee may act under acknowledged and delivered by the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingenciesIssuer. (bc) Every additional co-trustee under this Trust Agreement or separate trustee shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms: (i) All The Notes shall be authenticated and delivered and all rights, powers, duties, and obligations and rights conferred upon Owner Trustee hereunder in respect of the custodycustody of securities, control cash and management of moniesother personal property held by, or required to be deposited or pledged with, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement Trustee hereunder, shall be exercised solely by Owner the Trustee;. (ii) All other The rights, powers, duties duties, and obligations hereby conferred or imposed upon Owner the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that that, under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee;. (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section 7.11, and, in case an Indenture Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any the Issuer. Upon the written request of the terms ofTrustee, the Trust Indenture or affect Issuer shall join with the interests of Mortgagee or the Certificate Holders Trustee in the Trust Indenture Estateexecution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 7.11. (civ) In case any No co-trustee or separate trustee under this Section 9.2 hereunder shall die, become incapable be personally liable by reason of acting, resign any act or omission of the Trustee or any other such trustee hereunder and the Trustee shall not be removed, the title to the Trust Estate and all rights and duties personally liable by reason of any act or omission of any co-trustee or other such separate trustee shall, so far as permitted hereunder selected and supervised by Law, vest the Trustee with due care or appointed in accordance with directions to the Trustee pursuant to Section 6.12. (v) Any Act of Noteholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate is Mortgaged Property may at the time be located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Company and the Trustee shall have been directed power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee or of the Holders of at least twenty-five percent (25%) in principal amount of the Bonds then Outstanding, the Company shall for such purpose join with the Trustee in the execution and Owner Participant shall execute and deliver an agreement supplemental hereto and delivery of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Trustee and, if no Event of Default shall have occurred and Owner Participantbe continuing, by the Company either to act as co-trustee, jointly with Owner the Trustee, of all or any part of the Mortgaged Property, or to act as separate trustee under of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement Section. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee so appointed to more fully confirm to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee")such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company. In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, Every co-trustee or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional separate trustee under this Trust Agreement shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditions: (i) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement Bonds shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee; (ii) the rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee; (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and Owner Participant hereby appoints Owner delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; (iv) neither the Trustee its agent and attorneynor any co-in-fact to trustee or separate trustee hereunder shall be personally liable by reason of any act for it in such connection in such contingencyor omission of any other trustee hereunder; and (viv) No appointment of, or action by, any additional trustee will relieve Owner Trustee Act of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title delivered to the Trust Estate Trustee shall be deemed to have been delivered to each such co-trustee and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If If, at any time --------------------------------- time, it shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all property shall be held subject to the Lien of this Indenture, the U.K. Lessor's Mortgage, the U.K. Lessor's Security Assignment or any part of the Trust Estate is locatedShip Mortgage required by Section 3.04, or Owner if applicable, the Indenture Trustee being shall be advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trusteethe Holders, or Owner Trustee a Majority in Interest of Holders of Notes in writing shall have been directed to do so by Owner Participant, Owner request the Indenture Trustee and the Owner Participant Trust, the Indenture Trustee and the Owner Trust shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper either (i) to constitute another bank or trust company or one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Charterer, the Indenture Trustee and the Owner ParticipantTrust, either to act as co-trusteetrustee or co-trustees of all or any portion of the Indenture Estate, jointly with Owner Trusteethe Indenture Trustee originally named herein or any successor or successors, or to act as separate trustee under this Trust Agreement (or trustees of all or any such co-trustee portion of the Indenture Estate in each case with such rights, powers, duties and obligations as may be provided in such supplemental indenture or such instrument of appointment as the Indenture Trustee or a Majority in Interest of Holders of Notes may deem necessary or advisable, or (ii) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee being herein sometimes referred trustee, subject in each case to as an "additional trustee")the remaining provisions of this Section 8.03. In the event that the Charterer or the Owner Participant Trust shall not have joined in the execution of such agreements' supplemental hereto instruments and agreements within ten fifteen (15) days after the receipt of a written request from Owner the Indenture Trustee so to dodo so, or in case a Lease Event of Default or if an Indenture Event of Default shall occur have occurred and be continuing, Owner the Indenture Trustee may act under the foregoing provisions of this Section 9.2 8.03 without the concurrence of the Charterer or the Owner ParticipantTrust; and each of the Charterer and the Owner Participant Trust hereby appoints Owner the Indenture Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 8.03(a) in either of such contingencies. The Indenture Trustee may, in such capacity, execute deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such co-trustee(s) or separate trustee(s) or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such co-trustee(s) or separate trustee(s). In case any co-trustee(s) or separate trustee(s) appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations of such co-trustee(s) or separate trustee(s) shall revert to and shall vest in and may be exercised by the Indenture Trustee, to the extent permitted by law until a successor, additional or separate trustee is appointed as provided in this Section 8.03(a). (b) Every additional co-trustee under this Trust Agreement shalland separate trustee hereunder, to the extent permitted by Lawlaw and except as otherwise expressly provided in any Operative Document, shall be appointed and act, and Owner the Indenture Trustee and its successors shall act, subject to the following provisions and conditions: (i) All the Secured Notes shall be authenticated and delivered by the Indenture Trustee, and all powers, duties, obligations and rights conferred upon Owner the Indenture Trustee in respect of the receipt, custody, control control, payment and management of moniesmoneys, the Aircraft papers or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement securities, shall be exercised exercised, solely by Owner the Indenture Trustee; (ii) All all other rights, powers, duties and obligations conferred or imposed upon Owner the Indenture Trustee shall be conferred or imposed upon and exercised or performed by Owner the Indenture Trustee and such additional co-trustee or co- trustees or separate trustee or trustees jointly, except to the extent that under any Law of applicable law or in any jurisdiction in which any particular act or acts are to be performed (including performed, the holding of title to the Trust Estate) Owner Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trusteeco- trustee or co-trustees or separate trustee or trustees; but subject to the same limitations in any exercise of his, her or its power and authority as those to which the Indenture Trustee is subject under the terms of this Indenture; (iii) No notwithstanding anything herein contained to the contrary, no power given hereby to, or which it is provided hereby may be exercised by, any such additional co-trustee or co-trustees or separate trustee or trustees, shall be exercised under this Trust Agreement hereunder by such additional trustee, trustee or trustees except jointly with, or with the consent in writing of, Owner the Indenture Trustee; (iv) No no trustee under this Trust Agreement hereunder shall be personally liable by reason of any action act or omission of any other trustee under this Trust Agreementhereunder; (v) the powers of any co-trustee(s) or separate trustee(s) appointed pursuant to this Section 8.03 shall not in any case exceed those of the Indenture Trustee hereunder; and (vi) the Owner ParticipantTrust and the Indenture Trustee, at any time, by an instrument in writing executed by them jointly, may remove any such additional trustee, and in that case, by an instrument in writing executed by them jointly, may appoint a successor or successors to such co-trustee or co- trustees or separate trustee or trustees, as the case may be, acceptable to the Charterer. In the event that the Owner Participant Trust shall not have joined in the execution of any such instrument within ten fifteen (15) days after the receipt of a written request from Owner the Indenture Trustee so to dodo so, Owner the Indenture Trustee shall have the power to remove any such additional co-trustee or separate trustee and to appoint a successor co-trustee or separate trustee without the concurrence of the Owner Participant; and Owner Participant hereby appoints Owner Trust. In the event that the Indenture Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any alone shall have appointed a separate trustee under or trustees or co- trustee or co-trustees as above provided in this Section 9.2 shall die8.03, become incapable of actingit may at any time, resign or be removedby an instrument in writing, the title to the Trust Estate and all rights and duties of remove any such separate trustee shallor co-trustee, the successor to any such separate trustee or co-trustee so far as permitted removed to be appointed by Law, vest in the Owner Trust and be exercised by Owner the Indenture Trustee, without or by the appointment of a successor to such separate trusteeIndenture Trustee alone, as provided in this Section 8.03.

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate is may at the time be located, or Owner the Issuer, and the Trustee being advised by counsel shall determine that it is so necessary or prudent in have power to appoint, and, upon the interest written request of Owner Participant or Owner the Trustee, or Owner of the Holders of Notes representing at least 25% of the aggregate principal amount of the Outstanding Notes, the Issuer shall for such purpose join with the Trustee shall have been directed to do so by Owner Participantin the execution, Owner Trustee delivery and Owner Participant shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner Trustee and Owner Participantthe Trustee, either to act as co-trusteeTrustee, jointly with Owner Trusteethe Trustee of all or any part of such Trust Estate, or to act as separate trustee under this Trust Agreement (Trustee of any such co-trustee or separate trustee being herein sometimes referred to property, in either case with such powers as an "additional trustee"). In the event Owner Participant shall not have joined may be provided in the execution instrument of appointment, and to vest in such agreements' supplemental hereto Person or persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section 7.12. If the Issuer does not join in such appointment within ten 15 days after the receipt by it of a written request from Owner Trustee so to do, or in case a Lease an Event of Default or Indenture Event of Default shall occur has occurred and be is continuing, Owner the Trustee may act under alone shall have power to make such appointment. Should any written instrument from the foregoing provisions of this Section 9.2 without Issuer be reasonably required by any co-Trustee or separate Trustee so appointed for more fully confirming to such co-Trustee or separate Trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Issuer. Every co-Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional trustee under this Trust Agreement or separate Trustee shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms: (i) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement Notes shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered by, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee; (ii) the rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional trustee co-Trustee or separate Trustee jointly, as shall be provided in the instrument appointing such co-Trustee or separate Trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trusteeco-Trustee or separate Trustee; (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by a Board Resolution, may accept the resignation of or remove any such additional trustee. In co-Trustee or separate Trustee, appointed under this Section 7.12, and, in case an Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional trustee co-Trustee or separate Trustee without the concurrence of Owner Participant; the Issuer. Upon the written request of the Trustee, the Issuer shall join with the Trustee in the execution, delivery and Owner Participant hereby appoints Owner performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-Trustee its agent and attorneyor separate Trustee that has so resigned or been removed may be appointed in the manner provided in this Section 7.12; (iv) no co-inTrustee or separate Trustee hereunder shall be personally liable by reason of any act or omission of the Trustee or any other such Trustee hereunder nor shall the Trustee be liable by reason of any act or omission of any co-fact Trustee or separate Trustee selected by the Trustee with due care or appointed in accordance with directions to act for it in such connection in such contingencythe Trustee pursuant to Section 6.14 hereof; and (viv) No appointment of, or action by, any additional trustee will relieve Owner Trustee Act of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title Noteholders delivered to the Trust Estate Trustee shall be deemed to have been delivered to each such co-Trustee and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time or times, if the Issuer, the Trustee or any Noteholder determines that it shall be is necessary or prudent in order to conform to any Law for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate is Asset Pool may at the time be located, the Issuer and the Trustee (with the written consent of the Insurer, if no Insurer Default has occurred and is continuing) shall have power to appoint, and, upon the written request of the Trustee [or Owner the Insurer (if no Insurer Default has occurred and is continuing)] or the holders of a majority of the then Outstanding Principal Amount of the Notes [(if an Insurer Default has occurred and is continuing),] the Issuer shall for such purpose join with the Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest execution, delivery, and performance of Owner Participant or Owner Trustee, or Owner Trustee shall have been directed to do so by Owner Participant, Owner Trustee and Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) approved by Owner Trustee and Owner Participant, Persons either to act as co-trustee, jointly with Owner the Trustee, of all or any part of such Asset Pool, or to act as separate trustee under of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement Section. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Trustee (if no Insurer Default has occurred and is continuing), or the holders of a majority of the then Outstanding Principal Amount of the Notes (if an Insurer Default has occurred and is continuing), alone shall have power to make such appointment. (b) Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to doproperty, title, right, or in case a Lease Event of Default or Indenture Event of Default shall occur power, any and all such instruments shall, on request, be continuingexecuted, Owner Trustee may act under acknowledged and delivered by the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingenciesIssuer. (bi) Every additional co-trustee under this Trust Agreement or separate trustee shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms: (iii) All The Notes shall be authenticated and delivered and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and rights other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised, solely by the Trustee. (iii) The rights, powers, duties, and obligations hereby conferred or imposed upon Owner the Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement shall be exercised solely any property covered by Owner Trustee; (ii) All other rights, powers, duties and obligations conferred or imposed upon Owner Trustee such appointment shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that that, under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee; (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee;. (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Trustee at any time, by an instrument in writing executed by it, [with the concurrence of the Issuer evidenced by an Issuer Order and the written concurrence of the Insurer (if no Insurer Default has occurred and is continuing),] may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee [without the concurrence of Owner Participant; the Issuer (if no Insurer Default has occurred and Owner Participant hereby appoints Owner is continuing).] Upon the written request of the Trustee, the Issuer shall join with the Trustee its agent in the execution, delivery and attorneyperformance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-intrustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (v) No co-fact trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee or any other such trustee hereunder and the Trustee shall not be personally liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder selected by the Trustee with due care or appointed in accordance with directions to act for it in such connection in such contingency; andthe Trustee pursuant to this Section 8.11. (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee Any Act of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title Noteholders delivered to the Trust Estate Trustee shall be deemed to have been delivered to each such co-trustee and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of applicable jurisdiction, the Trust Estate is located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in Company and the interest of Owner Participant or Owner Trustee, or Owner Trustee shall have been directed power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee or of the Holders of at least 25% in principal amount of the Securities then Outstanding, the Company shall for such purpose join with the Trustee in the execution and Owner Participant shall execute and deliver an agreement supplemental hereto and delivery of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Trustee and Owner Participant, either to act as co-trustee, jointly with Owner the Trustee, or to act as separate trustee, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Company does not join in such appointment within 30 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by any co-trustee under this Trust Agreement (any or separate trustee so appointed to confirm to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee")such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company. In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, Every co-trustee or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional separate trustee under this Trust Agreement shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditions: (ia) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement Securities shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee; (b) the rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee; (iiic) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and Owner Participant hereby appoints Owner Trustee its agent delivery of all instruments and attorneyagreements, necessary or proper to effectuate such resignation or removal. A successor to any co-intrustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; (d) no co-fact to trustee or separate trustee hereunder shall be personally liable by reason of any act for it in or omission of the Trustee, or any other such connection in such contingencytrustee hereunder; and (vie) No appointment of, or action by, any additional trustee will relieve Owner Trustee notice from the Holders of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title Securities delivered to the Trust Estate Trustee shall be deemed to have been delivered to each such co-trustee and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of the TIA or of any jurisdiction in which all or any part of the Trust Estate is may at the time be located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Issuer and the Trustee shall have been directed power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee or of the Holders of Bonds representing more than 50% of the aggregate Class Principal Amount of the Controlling Class with respect to which a co-trustee or separate trustee is being appointed, the Issuer shall for such purpose join with the Trustee in the execution, delivery and Owner Participant shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Trustee and Owner Participant, either to act as co-trustee, jointly with Owner the Trustee, of all or any part of the Trust Estate, or to act as separate trustee under of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement (Section. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request to do so, or in case an Event of Default has occurred and is continuing, the Trustee alone shall have power to make such appointment. Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee being herein sometimes referred to as an "additional such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. Each notice shall include the name and address of any such co-trustee or successor trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, Every co-trustee or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional separate trustee under this Trust Agreement shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms: (i1) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement The Bonds shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee. (2) The rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee;. (iii3) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section, and, in case of an Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any the Issuer. Upon the written request of the terms ofTrustee, the Trust Indenture or affect Issuer shall join with the interests of Mortgagee or the Certificate Holders Trustee in the Trust Indenture Estateexecution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee which has resigned or has been removed may be appointed in the manner provided in this Section. (c4) In case any No co-trustee or separate trustee shall be required to satisfy the eligibility requirements under this Section 9.2 Sections 6.08 and 6.09. No co-trustee or separate trustee hereunder shall diebe personally liable by reason of any act or omission of the Trustee, become incapable or any other such trustee hereunder. (5) Any Act of acting, resign or be removed, the title Bondholders delivered to the Trust Estate Trustee shall be deemed to have been delivered to each such co-trustee and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time it --------------------------------- shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being advised by counsel shall [Trust Agreement] determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any or and all of which shall be a Citizen "citizen of the United States" as defined in 49 U.S.C. (S) 40102(a)(15)) approved by the Owner Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement hereunder (any such co-co- trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event the Owner Participant shall not have joined in the execution of such agreements' agreements supplemental hereto within ten days after the receipt of a written request from the Owner Trustee so to do, or in case a Lease Event of Default or Indenture an Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.2 9.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 9.02 in either of such contingencies. (b) . Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Lawlaw, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (iA) All powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, control and management of monies, the Aircraft Aircraft, Airframe N608FF or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement hereunder shall be exercised solely by the Owner Trustee; (iiB) All other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such additional trustee jointly, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iiiC) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement hereunder by such additional trustee, except jointly with, or with the consent in writing of, the Owner Trustee; (ivD) No trustee under this Trust Agreement hereunder shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement;hereunder; and (vE) The Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that the Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from the Owner Trustee so to do, the Owner Trustee shall have the power to remove any such additional trustee without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. Whenever (a) If at any time the Owner Trustee or the Majority Holders shall deem it shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is locatedshall be situated or to which it may be subject or to make any claim or bring any suit with respect to the Trust Estate or any Operative Agreement, or (b) the Owner Trustee being shall be advised by counsel shall determine satisfactory to it that it is so necessary or prudent in the interest of Owner Participant or Owner Trusteeprudent, or (c) the Owner Trustee shall have been directed to do so by Owner Participantthe Majority Holders and the Agent, the Owner Trustee and Owner Participant the Holders shall execute and deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to constitute another bank or trust company or one or more persons Persons who need not meet the requirements of Section 9.1(c) (any or all of which shall be a Citizen of and the United States) approved by Owner Trustee and Owner Participant, may appoint one or more of its officers) either to act as co-trustee, jointly with Owner Trustee, or to act as separate trustee under this Trust Agreement (any such co-trustee or co-trustees (the "Co-Owner Trustee"), jointly with the Owner Trustee, of all or any part of the Trust Estate, or as separate trustee being herein sometimes referred or separate trustees of all or any part of the Trust Estate, and to as an "additional trustee"). In the event Owner Participant shall not have joined vest in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to doPersons, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuingsuch capacity, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional trustee under this Trust Agreement shall, title to the extent permitted by LawTrust Estate or any part thereof and such rights or duties as may be necessary or desirable, be appointed all for such period and act, under such terms and conditions as are satisfactory to the Owner Trustee and its successors shall act, subject to the following provisions and conditionsHolders. In accordance with the foregoing: (i) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement shall be exercised solely by Owner Trustee; (ii) All other rights, powers, duties and obligations conferred or imposed upon The Owner Trustee shall be conferred or imposed upon and exercised or performed by appoint a Co-Owner Trustee and such additional trustee jointlyhereunder in part so that if, except to the extent that under any Law present or future law of any state where any Property is located or of any jurisdiction in which it may be necessary to perform any particular act or acts are to be performed (including in carrying out the holding of title to trusts herein created, the Trust Estate) Owner Trustee shall or any of its successors may be incompetent or unqualified or incapacitated or unwilling to perform certain acts as such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In then upon the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have of the power to remove any such additional trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations undersuccessors received by any Co-Owner Trustee, all of such acts required to be performed in such jurisdiction in the execution of the trust hereby created, shall and will be performed by any Co-Owner Trustee, or otherwise affect any of his successors, in trust acting alone, as if he or such successor had been specifically authorized so to do or had been the terms of, sole Owner Trustee hereunder. Any Co-Owner Trustee shall continue to perform such acts until otherwise directed in writing by the Trust Indenture Owner Trustee or affect any of its successors. Any request in writing by the interests Owner Trustee or any of Mortgagee or its successors to the Certificate Holders in the Trust Indenture EstateCo-Owner Trustee shall be sufficient warrant for him to take such action as may be so requested. (cii) In case Except as it may be deemed necessary for any separate trustee under this Section 9.2 shall die, become incapable Co-Owner Trustee or any of acting, resign his successors solely or be removedjointly to execute the trusts herein created, the title Owner Trustee or any of its successors shall solely have and exercise the powers, and shall be solely charged with the performance of the duties, hereinbefore declared on the part of the Owner Trustee to be had, exercised and performed; and any Co-Owner Trustee shall not be liable therefor. Any Co-Owner Trustee or any successor to him may delegate to the Owner Trustee or its successor hereunder the exercise of any power, discretion or otherwise, conferred by any provision of this Trust Estate Agreement. (iii) Any act of the Owner Trustee herein required or authorized shall and all rights will be jointly or separately performed by the Owner Trustee or its successors hereunder and duties by any Co-Owner Trustee or any of his successors appointed hereunder, if such joint performance or separate performance shall be necessary to the legality of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.act and

Co-Trustees and Separate Trustees. (a) If at any time it shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is locatedlocated or to make or defend any claim or bring or defend any suit or action, or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any or and AMENDED & RESTATED TRUST AGREEMENT (AA EETC 2001-1) all of which shall be a Citizen of the United States) States approved by the Owner Trustee and Owner ParticipantParticipant (and the Owner Trustee may appoint one or more of its officers), either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In case any such additional trustee or separate trustee shall resign or be removed, all the event Owner Participant assets, property, rights, powers or duties of such additional trustee or separate trustee, as the case may be, so far as permitted by any applicable law, shall not have joined vest in and be exercised by a new successor to such additional trustee, appointed in the execution manner otherwise provided in this Agreement. (b) The Owner Trustee shall execute, acknowledge and deliver all such instruments as may be required by any separate or additional trustee for more fully confirming such title, rights or duties to such separate or additional trustee. Upon the acceptance in writing of such agreements' supplemental hereto within ten days after appointment, such separate or additional trustee shall be vested with such title to the receipt Trust Estate or any part thereof, and with such rights and duties, as shall be specified in the instrument of appointment, jointly with the Owner Trustee (except insofar as local law makes it necessary for such separate or additional trustee to act alone) subject to all the terms of this Agreement. Any separate or additional trustee may, at any time by a instrument in writing, constitute the Owner Trustee its attorney-in-fact and agent, with full power and authority to do all acts and things and to exercise all discretion on its behalf in its name. In case any such separate or additional trustee shall die, become incapable of acting, resigning or being removed, the title to the Trust Estate and all rights and duties of such separate or additional trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee, without the appointment of a written request from successor to such separate or additional trustee. (c) All provisions of this Agreement which are for the benefit of the Owner Trustee so shall extend to do, and apply to each separate or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under additional trustee appointed pursuant to the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies9.2. (bd) Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Lawlaw, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (i) All all powers, duties, obligations and rights conferred or imposed upon the Owner Trustee in respect of the custody, control and management of moniesmoneys, the Aircraft or documents authorized to be delivered under this Trust Agreement hereunder or under the Participation Agreement shall be exercised solely by the Owner Trustee; (ii) All all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such additional trustee jointly, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iii) No no power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement hereunder by such additional trustee, except jointly with, or with the consent in writing of, the Owner Trustee;; AMENDED & RESTATED TRUST AGREEMENT (AA EETC 2001-1) (iv) No no trustee under this Trust Agreement hereunder shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreementhereunder; (v) the Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No no appointment of, or action by, any additional trustee will relieve the Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee the Loan Trustee or the Certificate Holders Noteholder in the Trust Indenture Estate. (ce) In case If at any separate trustee under this Section 9.2 time the Owner Participant shall die, become incapable deem it no longer necessary or prudent in order to conform to any applicable law or shall be advised by its counsel that it is no longer necessary or prudent in the interest of acting, resign the Owner Trustee or be removed, the title Owner Participant to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without maintain the appointment of a successor such additional or separate trustee as provided herein, the Owner Participant and the Owner Trustee shall execute and deliver any agreement supplemental hereto and all other instruments and agreements necessary or proper to remove any such additional or separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time Whenever the Owner Trustee or the Majority Holders shall deem it shall be necessary or prudent in order either (a) to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is locatedshall be situated or to which it may be subject or to make any claim or bring any suit with respect to the Trust Estate or any Operative Agreement, or Owner Trustee being (b) shall be advised by counsel shall determine satisfactory to it that it is so necessary or prudent in the interest of Owner Participant or Owner Trusteeprudent, or (c) the Owner Trustee shall have been directed to do so by Owner Participantthe Majority Holders and the Agent, the Owner Trustee and Owner Participant the Holders shall execute and deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to constitute one (1) or more Persons who need not meet the requirements of Section 9.1(c) (and the Owner Trustee may appoint one (1) or more of its officers) either as co-trustee or co-trustees (the "Co-Owner Trustee"), jointly with the Owner Trustee, of all or any part of the Trust Estate, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the Trust Estate or any part thereof and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are satisfactory to the Owner Trustee and the Holders. In accordance with the foregoing: (i) The Owner Trustee shall appoint a Co-Owner Trustee hereunder in part so that if, under any present or future law of any state where any Property is located or of any jurisdiction in which it may be necessary to perform any act in carrying out the trusts herein created, the Owner Trustee or any of its successors may be incompetent or unqualified or incapacitated or unwilling to perform certain acts as such Owner Trustee, then upon the written request of the Owner Trustee of any of its successors received by any Co-Owner Trustee, all of such acts required to be performed in such jurisdiction in the execution of the trust hereby created, shall and will be performed by any Co-Owner Trustee, or any of his successors, in trust acting alone, as if he or such successor had been specifically authorized so to do or had been the sole Owner Trustee hereunder. Any Co-Owner Trustee shall continue to perform such acts until otherwise directed in writing by the Owner Trustee or any of its successors. Any request in writing by the Owner Trustee or any of its successors to the Co-Owner Trustee shall be sufficient warrant for him to take such action as may be so requested. (ii) Except as it may be deemed necessary for any Co-Owner Trustee or any of his successors solely or jointly to execute the trusts herein created, the Owner Trustee or any of its successors shall solely have and exercise the powers, and shall be solely charged with the performance of the duties, hereinbefore declared on the part of the Owner Trustee to be had, exercised and performed; and any Co-Owner Trustee shall not be liable therefor. Any Co-Owner Trustee or any successor to him may delegate to the Owner Trustee or its successor hereunder the exercise of any power, discretion or otherwise, conferred by any provision of this Trust Agreement. (iii) Any act of the Owner Trustee herein required or authorized shall and will be jointly or separately performed by the Owner Trustee or its successors hereunder and by any Co-Owner Trustee or any of his successors appointed hereunder, if such joint performance or separate performance shall be necessary to the legality of such act and when so acting all references herein to "First Security Bank, National Association" shall be deemed to be references to such Co-Owner Trustee in its individual capacity and all references to "Owner Trustee" shall be deemed to be references to any Co-Owner Trustee, and such Co-Owner Trustee shall be entitled to all the protection, indemnification, immunity and compensation herein provided to the Owner Trustee acting singly in reference to such acts (subject to the limitations to such a protection, indemnification, immunity and compensation set forth herein). (iv) The Owner Trustee or its successor in trust shall have and is hereby given the power at any time by an instrument in writing duly executed by a Vice President, to remove any Co-Owner Trustee or his successor, from his position as Co-Owner Trustee hereunder. In the case of death, resignation, removal, incapacity or inability to act hereunder of the Co-Owner Trustee, or his successor as Co-Owner Trustee, any adult citizen of the United States of America may be appointed Co-Owner Trustee hereunder by the person who shall at the time be a Vice President of the corporation then acting as the Owner Trustee hereunder by an instrument in writing duly executed, and under its corporate seal, and, subject to its right to revoke such appointment or to appoint another bank person, the Owner Trustee shall appoint a successor Co-Owner Trustee, such appointment to be immediately effective in case of the death, resignation, removal or trust company inability or incapacity to act hereunder of the Co-Owner Trustee. In the event a vacancy occurs in the office of the Co-Owner Trustee, either by reason of resignation, removal, incapacity or inability to act and no successor is appointed pursuant to the foregoing provisions within thirty (30) days after such vacancy occurs, the Holders and the Agent may jointly appoint a successor to the Co-Owner Trustee in the same manner as is provided for the appointment of a successor to the Co-Owner Trustee hereunder. (v) At any time or times, for the purposes of meeting the legal requirements of any jurisdiction in which any part of the Trust Estate hereunder may at the time be located, or to avoid any violation of law or imposition of taxes not otherwise imposed on the Owner Trustee, or if the Owner Trustee shall deem it desirable for its own protection, the Owner Trustee shall have power to appoint one (1) or more persons (any or all of which shall who may be a Citizen officers of the United States) approved by Owner Trustee and Owner Participant, either to act as an additional co-trustee, jointly with the Owner Trustee) of all or any part of the Trust Estate hereunder, or of any property constituting part thereof, or to act as separate trustee under this of any part of the Trust Agreement (any Estate in either case with such co-trustee or separate trustee being herein sometimes referred to powers as an "additional trustee"). In the event Owner Participant shall not have joined may be provided in the execution instrument of appointment and are consistent with the terms hereof, and to vest in such agreements' supplemental hereto within ten days after person or persons in the receipt of a written request from Owner Trustee so capacity as aforesaid, any property, title, right or power deemed necessary or desirable, subject to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing remaining provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies9.2. (bvi) Every additional trustee under Notwithstanding any provision of this Trust Agreement shall, to the extent permitted by Lawcontrary, any additional co-trustee shall act upon and be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions terms and conditions: (i) : All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement shall be exercised solely by Owner Trustee; (ii) All other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed solely upon and solely exercised or and performed by the Owner Trustee and such additional trustee jointly, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to Owner Trustee or the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsacts or to avoid any violation of law or imposition of taxes not otherwise imposed on the Owner Trustee, or if the Owner Trustee shall deem it desirable for its own protection, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee;co-trustee or Co-Owner Trustee. (iiivii) No power given granted by this Trust Agreement to, or which it is provided hereby this Trust Agreement provides may be exercised by, any such additional trustee shall the Owner Trustee in respect of the custody, control and management of moneys may be exercised under this Trust Agreement by such additional trustee, any Co-Owner Trustee or any subsequently appointed co-trustee except jointly with, or with the consent in writing of, the Owner Trustee for disbursement or application in accordance with the terms hereof. (viii) All moneys which may be received or collected by any Co-Owner Trustee or such subsequently appointed co-trustees shall be paid over to the Owner Trustee to be distributed in accordance with this Trust Agreement and the other Operative Agreements. (ix) Any Co-Owner Trustee;, or any subsequently appointed co-trustee to the extent permitted by law, does hereby constitute the Owner Trustee or its successors hereunder his or her agent or attorney in fact, with full power and authority to do any and all acts and things and exercise any and all discretion authorized or permitted by the Co-Owner Trustee or such subsequently appointed co-trustee, in its behalf or in its name. (ivx) No trustee under this Trust Agreement hereunder shall be personally liable by reason of any action act or omission of any other trustee under this Trust Agreement; (v) Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estatehereunder. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time or --------------------------------- times it shall be necessary or prudent in order to conform to any Applicable Law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being shall be advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons Persons (any or and all of which shall be a Citizen of the United States) approved by the Owner Trustee and the Owner Participant, either to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement or trustees hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event the Owner Participant shall not have joined in the execution of such agreements' agreements supplemental hereto within ten days after the receipt of a written request from the Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.2 8.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 8.02 in either of such contingencies. (b) . All reasonable fees and expenses of a co-trustee or separate trustee appointed in accordance with this Section 8.02 shall be at Lessee's sole cost and expense. Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Applicable Law, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (ia) All all powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement hereunder or under the Participation Agreement shall be exercised solely by the corporation designated as the Owner TrusteeTrustee in the first paragraph of this Trust Agreement, or its successors as the Owner Trustee hereunder; (iib) All all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee and any limitations thereon shall be conferred or imposed upon and exercised or performed by the corporation designated as the Owner Trustee in the first paragraph of this Trust Agreement or its successors as the Owner Trustee, and such additional trustee or trustees jointly, except to the extent that under any Applicable Law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) ), the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trusteetrustee or trustees; (iiic) No no power given to, or which it is provided hereby may be exercised by, any such additional trustee or trustees shall be exercised under this Trust Agreement hereunder by such additional trusteetrustee or trustees, except jointly with, or with the consent in writing of, the corporation designed as the Owner Trustee in this Trust Agreement or its successor as the Owner Trustee, anything herein contained to the contrary notwithstanding; (ivd) No no trustee under this Trust Agreement hereunder shall be personally liable by reason of any action act or omission of any other trustee under this Trust Agreement;hereunder; and (ve) the Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that the Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from the Owner Trustee so to do, the Owner Trustee shall have the power to remove any such additional trustee without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) . In case any separate trustee under this Section 9.2 8.02 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Applicable Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time Whenever the Owner Trustee or the Majority Holders shall deem it shall be necessary or prudent in order either (a) to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is locatedshall be situated or to which it may be subject or to make any claim or bring any suit with respect to the Trust Estate or any Operative Agreement, or Owner Trustee being (b) shall be advised by counsel shall determine satisfactory to it that it is so necessary or prudent in the interest of Owner Participant or Owner Trusteeprudent, or (c) the Owner Trustee shall have been directed to do so by Owner Participantthe Majority Holders and the Agent, the Owner Trustee and Owner Participant the Holders shall execute and deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to constitute another bank or trust company or one (1) or more persons Persons who need not meet the requirements of Section 9.1(c) (any or all of which shall be a Citizen of and the United States) approved by Owner Trustee and Owner Participant, may appoint one (1) or more of its officers) either to act as co-trustee, jointly with Owner Trustee, or to act as separate trustee under this Trust Agreement (any such co-trustee or co-trustees (the "Co-Owner Trustee"), jointly with the Owner Trustee, of all or any part of the Trust Estate, or as separate trustee being herein sometimes referred or separate trustees of all or any part of the Trust Estate, and to as an "additional trustee"). In the event Owner Participant shall not have joined vest in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to doPersons, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuingsuch capacity, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional trustee under this Trust Agreement shall, title to the extent permitted by LawTrust Estate or any part thereof and such rights or duties as may be necessary or desirable, be appointed all for such period and act, under such terms and conditions as are satisfactory to the Owner Trustee and its successors shall act, subject to the following provisions and conditionsHolders. In accordance with the foregoing: (i) All powers, duties, obligations and rights conferred upon The Owner Trustee shall appoint a Co-Owner Trustee hereunder in respect part so that if, under any present or future law of any state where any Property is located or of any jurisdiction in which it may be necessary to perform any act in carrying out the trusts herein created, the Owner Trustee or any of its successors may be incompetent or unqualified or incapacitated or unwilling to perform certain acts as such Owner Trustee, then upon the written request of the custodyOwner Trustee of any of its successors received by any Co-Owner Trustee, control and management all of monies, the Aircraft or documents authorized such acts required to be delivered under this Trust Agreement performed in such jurisdiction in the execution of the trust hereby created, shall and will be performed by any Co-Owner Trustee, or under any of his successors, in trust acting alone, as if he or such successor had been specifically authorized so to do or had been the Participation Agreement sole Owner Trustee hereunder. Any Co-Owner Trustee shall continue to perform such acts until otherwise directed in writing by the Owner Trustee or any of its successors. Any request in writing by the Owner Trustee or any of its successors to the Co-Owner Trustee shall be exercised solely by Owner Trustee;sufficient warrant for him to take such action as may be so requested. (ii) All other rightsExcept as it may be deemed necessary for any Co-Owner Trustee or any of his successors solely or jointly to execute the trusts herein created, the Owner Trustee or any of its successors shall solely have and exercise the powers, duties and obligations shall be solely charged with the performance of the duties, hereinbefore declared on the part of the Owner Trustee to be had, exercised and performed; and any Co-Owner Trustee shall not be liable therefor. Any Co-Owner Trustee or any successor to him may delegate to the Owner Trustee or its successor hereunder the exercise of any power, discretion or otherwise, conferred by any provision of this Trust Agreement. (iii) Any act of the Owner Trustee herein required or imposed upon authorized shall and will be jointly or separately performed by the Owner Trustee or its successors hereunder and by any Co-Owner Trustee or any of his successors appointed hereunder, if such joint performance or separate performance shall be necessary to the legality of such act and when so acting all references herein to "First Security Bank, National Association" shall be deemed to be references to such Co-Owner Trustee in its individual capacity and all references to "Owner Trustee" shall be deemed to be references to any Co-Owner Trustee, and such Co-Owner Trustee shall be conferred or imposed upon entitled to all the protection, indemnification, immunity and exercised or performed by compensation herein provided to the Owner Trustee and acting singly in reference to such additional trustee jointly, except acts (subject to the extent that limitations to such a protection, indemnification, immunity and compensation set forth herein). (iv) The Owner Trustee or its successor in trust shall have and is hereby given the power at any time by an instrument in writing duly executed by a Responsible Officer, to remove any Co-Owner Trustee or his successor, from his position as Co-Owner Trustee hereunder. In the case of death, resignation, removal, incapacity or inability to act hereunder of the Co-Owner Trustee, or his successor as Co-Owner Trustee, any adult citizen of the United States of America may be appointed Co-Owner Trustee hereunder by the person who shall at the time be a Responsible Officer of the corporation then acting as the Owner Trustee hereunder by an instrument in writing duly executed, and under its corporate seal, and, subject to its right to revoke such appointment or to appoint another person, the Owner Trustee shall appoint a successor Co-Owner Trustee, such appointment to be immediately effective in case of the death, resignation, removal or inability or incapacity to act hereunder of the Co-Owner Trustee. In the event a vacancy occurs in the office of the Co-Owner Trustee, either by reason of resignation, removal, incapacity or inability to act and no successor is appointed pursuant to the foregoing provisions within thirty (30) days after such vacancy occurs, the Holders and the Agent may jointly appoint a successor to the Co-Owner Trustee in the same manner as is provided for the appointment of a successor to the Co-Owner Trustee hereunder. (v) At any Law time or times, for the purposes of meeting the legal requirements of any jurisdiction in which any particular act or acts are to be performed (including the holding part of title to the Trust Estate) Estate hereunder may at the time be located, or to avoid any violation of law or imposition of taxes not otherwise imposed on the Owner Trustee, or if the Owner Trustee shall be incompetent or unqualified to perform such act or actsdeem it desirable for its own protection, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and appoint one (vi1) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. more persons (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.who may be

Co-Trustees and Separate Trustees. (a) If at any time it shall be necessary or prudent in order to conform to any Law of any jurisdiction in which all or any part of the Trust Estate is located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Trustee shall have been directed to do so by Owner Participant, Owner Trustee and Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons Persons (any or all of which shall be a Citizen of the United States) approved by Owner Trustee and Owner Participant, either to act as co-trustee, jointly with Owner Trustee, or to act as separate trustee under this Trust Agreement (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional trustee under this Trust Agreement shall, to the extent permitted by Law, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditions: (i) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement shall be exercised solely by Owner Trustee; (ii) All other rights, powers, duties and obligations conferred or imposed upon Owner Trustee shall be conferred or imposed upon and exercised or performed by Owner Trustee and such additional trustee jointly, except to the extent that under any Law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and. (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time or --------------------------------- times it shall be necessary or prudent in order to conform to any Applicable Law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being shall be advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons Persons (any or and all of which shall be a Citizen of the United States) approved by the Owner Trustee and the Owner Participant, either to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement or trustees hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event (i) the Owner Participant shall not have joined in the execution of such agreements' agreements supplemental hereto within ten days after the receipt of a written request from the Owner Trustee so to do, or in case a Lease (ii) an Indenture Event of Default or Indenture not arising from an Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.2 9.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 9.02 in either of such contingencies. (b) . Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Applicable Law, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (ie) All all powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement hereunder or under the Participation Agreement shall be exercised solely by the corporation designated as the Owner TrusteeTrustee in the first paragraph of this Trust Agreement, or its successors as the Owner Trustee hereunder; (iif) All all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee and any limitations thereon shall be conferred or imposed upon and exercised or performed by the corporation designated as the Owner Trustee in the first paragraph of this Trust Agreement or its successors as the Owner Trustee, and such additional trustee or trustees jointly, except to the extent that under any Applicable Law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) ), the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trusteetrustee or trustees; (iiig) No no power given to, or which it is provided hereby may be exercised by, any such additional trustee or trustees shall be exercised under this Trust Agreement hereunder by such additional trusteetrustee or trustees, except jointly with, or with the consent in writing of, the corporation designed as the Owner Trustee in this Trust Agreement or its successor as the Owner Trustee, anything herein contained to the contrary notwithstanding; (ivh) No no trustee under this Trust Agreement hereunder shall be personally liable by reason of any action act or omission of any other trustee under this Trust Agreementhereunder; (vi) the Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that the Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from the Owner Trustee so to do, the Owner Trustee shall have the power to remove any such additional trustee without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vij) No appointment no appointing of, or action by, any additional trustee will relieve the Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, of the Trust Indenture or affect the interests of Mortgagee the Indenture Trustee or the Certificate Holders Noteholders in the Trust Indenture Estate. (c) . In case any separate trustee under this Section 9.2 9.02 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Applicable Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If Notwithstanding any other provisions of this Indenture, at any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part jurisdiction, each of the Trust Estate is located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in Issuers and the interest of Owner Participant or Owner Trustee, or Owner Trustee shall have been directed the power to do so by Owner Participant, Owner Trustee and Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint one or more persons (any or all of which shall be a Citizen of the United States) approved by Owner Trustee and Owner Participant, either Persons to act as co-trustee, jointly with Owner the Trustee, or to act as separate trustee under trustees, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement (any such Section 7.13. No co-trustee or separate trustee being herein sometimes referred hereunder shall be required to meet the terms of eligibility as an "additional trustee"). In a successor trustee under Section 7.10 except as may be required under applicable law and no notice to Holders of the event Owner Participant appointment of any co-trustee or separate trustee shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act required under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies7.8. (b) Every additional co-trustee under this Trust Agreement or separate trustee shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms, namely: (i) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement The Notes shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee. (ii) The rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional co-trustee jointlyor separate trustee, jointly as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee;. (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuers, may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section 7.13, and, in case an Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any the Issuers. Upon the written request of the terms ofTrustee, the Trust Indenture or affect Issuers shall join with the interests of Mortgagee or the Certificate Holders Trustee in the Trust Indenture Estateexecution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 7.13. (civ) In case No trustee hereunder shall be personally liable by reason of any separate act or omission of any other trustee under this Section 9.2 shall diehereunder. (v) Any notice, become incapable request, other writing or act of acting, resign or be removed, the title Holders delivered to the Trust Estate Trustee shall be deemed to have been delivered to each of the then separate trustees and all rights and duties co-trustees, as effectively as if given to each of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trusteethem.

Co-Trustees and Separate Trustees. (a) If at any time it shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any or and all of which shall be a Citizen of the United StatesStates without making use of a voting trust, voting powers agreement or similar arrangement) approved by the Owner Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Lawlaw, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (iA) All all powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement hereunder or under the Participation Agreement shall be exercised solely by the Owner Trustee; (iiB) All all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such additional trustee jointly, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iiiC) No no power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement hereunder by such additional trustee, except jointly with, or with the consent in writing of, the Owner Trustee; (ivD) No no trustee under this Trust Agreement hereunder shall be personally liable by reason of any action act or omission of any other trustee under this Trust Agreementhereunder; (vE) the Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (viF) No no appointment of, or action by, any additional trustee will relieve the Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee the Indenture Trustee or the Certificate Holders holders of the Equipment Notes in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If Notwithstanding any other provisions of this Indenture, at any time it shall be necessary or prudent in order to conform to for the purpose of meeting any Law legal requirement of any jurisdiction in which all or any part of jurisdiction, the Trust Estate is located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Trustee shall have been directed to do so by Owner Participant, Owner Trustee the power and Owner Participant shall may execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint one or more persons (any or all of which shall be a Citizen of the United States) approved by Owner Trustee and Owner Participant, either Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, and to vest in such Person or Persons, in such capacity and for the benefit of the Holders, subject to the other provisions of this Section 8.13, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable; provided, however, that, prior to an Event of Default, no co-trustee, jointly with Owner Trusteeco-trustees, or to act as separate trustee under this Trust Agreement (any such or separate trustees shall be appointed without the prior written consent of the Issuer, which consent shall not to be unreasonably withheld. Each co-trustee or separate trustee being herein sometimes referred hereunder shall be required to as an "additional have a combined capital and surplus of at least U.S.$25,000,000 and the Trustee shall, at the expense of the Issuer, provide prompt notice to Holders of the appointment of any co-trustee or separate trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional separate trustee under this Trust Agreement and co-trustee shall, to the extent permitted by Lawlaw, be appointed and act, and Owner Trustee and its successors shall act, act subject to the following provisions and conditions: (i) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement shall be exercised solely by Owner Trustee; (ii) All other all rights, powers, duties and obligations conferred or imposed upon Owner the Trustee shall be conferred or imposed upon and exercised or performed by Owner the Trustee and such additional separate trustee jointlyor co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of the collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such additional trustee; (iii) No power given to, separate trustee or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional co-trustee, except jointly with, or with but solely at the consent in writing of, Owner direction of the Trustee; (ivii) No neither the Trustee nor any co-trustee under this Trust Agreement or separate trustee hereunder shall be personally liable by reason of any action act or omission of any other trustee, co-trustee under this Trust Agreement; (v) Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional or separate trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingencyhereunder; and (viiii) No appointment of, the Trustee may at any time accept the resignation of or action by, remove any additional separate trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estateco-trustee. (c) In case Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee under or co-trustee shall refer to this Section 9.2 indenture and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall diebe vested with the estates or property specified in its instrument of appointment, become incapable either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of actingthis Indenture, resign specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or be removedaffording protection or rights (including the right to compensation, reimbursement and indemnification hereunder) to, the title to Trustee. Every such instrument shall be filed with the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time it shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any or and all of which shall be a Citizen of the United StatesStates without making use of a voting trust, voting powers agreement or similar arrangement) approved by the Owner Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease an Indenture Event of Default or Indenture not arising from a Lease Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.2 9.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 9.02 in either of such contingencies. (b) contingency. Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Lawlaw, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (iA) All all powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement hereunder or under the Participation Agreement shall be exercised solely by the Owner Trustee; (iiB) All all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such additional trustee jointly, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iiiC) No no power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement hereunder by such additional trustee, except jointly with, or with the consent in writing of, the Owner Trustee; (ivD) No no trustee under this Trust Agreement hereunder shall be personally liable by reason of any action act or omission of any other trustee under this Trust Agreementhereunder; (vE) the Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In trustee unless such additional trustee was appointed by the event that Owner Trustee without the concurrence of the Owner Participant shall during the occurrence of an Indenture Event of Default not have joined arising from a Lease Event of Default, in which case the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (viF) No no appointment of, or action by, any additional trustee will relieve the Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee the Indenture Trustee or the Certificate Holders holders of the Secured Certificates in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.. ARTICLE X

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate is Collateral may at the time be located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Company and the Trustee shall have been directed power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee or of the Holders of at least a majority in principal amount of the Notes then outstanding, the Company shall for such purpose join with the Trustee in the execution and Owner Participant shall execute and deliver an agreement supplemental hereto and delivery of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Trustee and, if no Event of Default shall have occurred and Owner Participantbe continuing, by the Company either to act as co-trustee, jointly with Owner the Trustee, of all or any part of the Collateral, or to act as separate trustee under of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement Section. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee so appointed to more fully confirm to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee")such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company. In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, Every co-trustee or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional separate trustee under this Trust Agreement shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditions: (ia) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement Notes shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee; (b) the rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee; (iiic) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Company and the Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, at any timetime by an instrument in writing, executed by them jointly, may accept the resignation of or remove any such separate trustee or co-trustee, and in that case, by an instrument in writing executed with the Trustee jointly, may remove any appoint a successor to such additional separate trustee or co-trustee, as the case may be, anything herein contained to the contrary notwithstanding. In the event that Owner Participant the Company shall not have joined in the execution of any such instrument within ten 10 days after the receipt of a written request from Owner the Trustee so to do, Owner or in case an Event of Default shall have occurred and be continuing, the Trustee shall have the power to accept the resignation of or remove any such additional separate trustee or co-trustee and to appoint a successor without the concurrence of Owner Participant; and Owner Participant the Company, the Company hereby appoints Owner irrevocably appointing the Trustee its agent and attorney-in-fact attorney to act for it in such connection in either of such contingencycontingencies; (d) subject to Section 7.01, neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time it shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is located, or make any claim or bring any suit with respect to the Trust Estate or the Lease, or in the event that the Owner Trustee shall have been requested to do so by the Owner Participant or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements TRUST AGREEMENT [N604SW] -12- 18 necessary or proper to constitute another bank or trust company or one or more persons (any or and all of which shall be a Citizen "citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15)(C)) approved by the Owner Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Lawlaw, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (iA) All all powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement hereunder or under the Participation Agreement shall be exercised solely by the Owner Trustee; (iiB) All all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee and any limitations thereon shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such additional trustee jointly, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iiiC) No notwithstanding anything to the contrary contained herein, no power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement hereunder by such additional trustee, except jointly with, or with the consent in writing of, the Owner Trustee; (ivD) No no trustee under this Trust Agreement hereunder shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreementhereunder; (vE) the Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (viF) No no appointment of, or action by, any additional trustee will relieve the Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee the Indenture Trustee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.. TRUST AGREEMENT [N604SW] -13- 19 ARTICLE X SUPPLEMENTS AND AMENDMENTS TO TRUST AGREEMENT AND OTHER AGREEMENTS

Co-Trustees and Separate Trustees. (a) If at any time it shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any or and all of which shall be a Citizen of the United StatesStates without making use of a voting trust, voting powers agreement or similar arrangement) approved by the Owner Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trusteeADDITIONAL TRUSTEE"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease an Indenture Event of Default or Indenture not arising from a Lease Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.2 9.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 9.02 in either of such contingencies. (b) contingency. Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Lawlaw, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (iA) All all powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement hereunder or under the Participation Agreement shall be exercised solely by the Owner Trustee; (iiB) All all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such additional trustee jointly, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iiiC) No no power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement hereunder by such additional trustee, except jointly with, or with the consent in writing of, the Owner Trustee; (ivD) No no trustee under this Trust Agreement hereunder shall be personally liable by reason of any action act or omission of any other trustee under this Trust Agreementhereunder; (vE) the Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In trustee unless such additional trustee was appointed by the event that Owner Trustee without the concurrence of the Owner Participant shall during the occurrence of an Indenture Event of Default not have joined arising from a Lease Event of Default, in which case the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (viF) No no appointment of, or action by, any additional trustee will relieve the Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee the Indenture Trustee or the Certificate Holders holders of the Secured Certificates in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. Whenever (a) If at any time the Owner Trustee or the Holders (i) shall deem it shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is locatedshall be situated or to which it may be subject, or Owner Trustee being to make any claim or bring any suit with respect to the Trust Estate or any Operative Agreement, or (ii) shall be advised by counsel shall determine satisfactory to the Trustee or the Holders, as the case may be, that it is so necessary or prudent in the interest of Owner Participant or Owner Trusteeprudent, or (b) the Owner Trustee shall have been directed to do so by Owner Participantthe Holders and the Administrative Agent, then the Owner Trustee and Owner Participant the Holders shall execute and deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to constitute one or more Persons who need not meet the requirements of Section 9.1(c) (and the Owner Trustee may appoint one or more of its officers) either as co-trustee or co-trustees (the "Co-Owner Trustee"), jointly with the Owner Trustee, of all or any part of the Trust Estate, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the Trust Estate or any part thereof and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are satisfactory to the Owner Trustee and the Holders. In accordance with the foregoing: (a) Trust Company shall appoint a Co-Owner Trustee hereunder in part so that if, under any present or future law of any State where the Properties are located or of any jurisdiction in which it may be necessary to perform any act in carrying out the trusts herein created, Trust Company or any of its successors may be incompetent or unqualified or incapacitated or unwilling to perform certain acts as such Owner Trustee, then upon the written request of Trust Company of any of its successors received by any Co-Owner Trustee, all of such acts required to be performed in such jurisdiction in the execution of the trust hereby created, shall and will be performed by such Co-Owner Trustee, or any of his successors, in trust acting alone, as if he or such successor had been specifically authorized to do so or had been the sole Owner Trustee hereunder. Any Co-Owner Trustee shall continue to perform such acts until otherwise directed in writing by Trust Company or any of its successors. Any request in writing by Trust Company or any of its successors to a Co-Owner Trustee shall be sufficient warrant for him to take such action as may be so requested. (b) Except to the extent it may be deemed necessary for any Co-Owner Trustee or any of his successors solely or jointly to execute the trusts herein created, Trust Company or any of its successors shall alone possess and exercise the powers, and shall be solely charged with the performance of the duties herein declared to be possessed, exercised or performed by the Owner Trustee; and no Co-Owner Trustee shall be liable therefor. Any Co-Owner Trustee or any of his successors may delegate to Trust Company or its successor hereunder the exercise of any power or discretion conferred by any provision of this Trust Agreement. (c) Any act of the Owner Trustee herein required or authorized shall and will be jointly or separately performed by Trust Company or its successors hereunder and by any Co-Owner Trustee or any of his successors appointed hereunder, if such joint performance or separate performance shall be necessary to the legality of such act and when so acting all references herein to "First Security Bank, National Association" shall be deemed to be references to such Co-Owner Trustee in its individual capacity and all references to "Owner Trustee" shall be deemed to be references to such Co-Owner Trustee, and such Co-Owner Trustee shall be entitled to all the protection, indemnification, immunity and compensation herein provided to Trust Company acting singly in reference to such acts (subject to the limitations to such a protection, indemnification, immunity and compensation set forth herein). (d) Trust Company or its successor in trust shall have and is hereby given the power at any time by an instrument in writing duly executed by a Vice President, and under its corporate seal, to remove any Co-Owner Trustee or his successor, from his position as Co-Owner Trustee hereunder. In the case of death, resignation, removal, incapacity or inability to act hereunder of the Co-Owner Trustee, or his successor as Co-Owner Trustee, (i) any adult citizen of the United States of America may be appointed Co-Owner Trustee hereunder by a person who shall at the time be a Vice President of the corporation then acting as Owner Trustee hereunder, by an instrument in writing duly executed, and (ii) subject to its right to revoke such appointment or to appoint another bank person, Trust Company shall appoint a successor Co-Owner Trustee, such appointment to be immediately effective. In the event a vacancy occurs in the office of the Co-Owner Trustee, either by reason of resignation, removal, incapacity or trust company inability to act and no successor is appointed pursuant to the foregoing provisions within 30 days after such vacancy occurs, the Holders and the Administrative Agent may jointly appoint a successor to the Co-Owner Trustee in the same manner as is provided for the appointment of a successor to the Co-Owner Trustee hereunder. (e) At any time or times, for the purposes of meeting the legal requirements of any jurisdiction in which any part of the Trust Estate hereunder may at the time be located, or to avoid any violation of law or imposition of taxes not otherwise imposed on the Owner Trustee, or if the Owner Trustee shall deem it desirable for its own protection, Trust Company shall have power to appoint one or more persons (any or all who may be officers of which shall be a Citizen of the United StatesTrust Company) approved by Owner Trustee and Owner Participant, either to act as an additional co-trustee, jointly with Owner TrusteeTrust Company, of all or any part of the Trust Estate hereunder, or of any property constituting part thereof, or to act as separate trustee under this of any part of the Trust Agreement Estate, in either case with such powers as may be provided in the instrument of appointment and are consistent with the terms hereof, and to vest in such person or persons (any in such capacity as co-trustee or separate trustee being herein sometimes referred trustee), any property, title, right or power deemed necessary or desirable, subject to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing remaining provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies9.2. (bf) Every additional trustee under Notwithstanding any provision of this Trust Agreement shall, to the extent permitted by Lawcontrary, be appointed and act, and any Co-Owner Trustee or co-trustee shall act upon and its successors shall act, be subject to the following provisions terms and conditions: (i) : All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement shall be exercised solely by Owner Trustee; (ii) All other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed solely upon and solely exercised or and performed by Owner Trustee and such additional trustee jointly, Trust Company except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including Trust Company or the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsacts or to avoid any violation of law or imposition of taxes not otherwise imposed on the Owner Trustee, or if the Owner Trustee shall deem it desirable for its own protection, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee;co-trustee or Co-Owner Trustee. (iiig) No power given granted by this Trust Agreement to, or which it is provided hereby this Trust Agreement provides may be exercised by, any such additional trustee shall the Owner Trustee in respect of the custody, control and management of moneys may be exercised under this Trust Agreement by such additional trustee, any Co-Owner Trustee or any subsequently appointed co-trustee except jointly with, or with the consent in writing of, Trust Company for disbursement or application in accordance with the terms hereof. (h) All moneys which may be received or collected by any Co-Owner Trustee or such subsequently appointed co-trustees shall be paid over to Trust Company to be distributed in accordance with this Trust Agreement and the other Operative Agreements. (i) Any Co-Owner Trustee;, or any subsequently appointed co-trustee to the extent permitted by law, does hereby constitute Trust Company or its successors hereunder his or her agent or attorney in fact, with full power and authority to do any and all acts and things and exercise any and all discretion authorized or permitted by the Co-Owner Trustee or such subsequently appointed co-trustee, in its behalf or in its name. (ivj) No trustee under this Trust Agreement hereunder shall be personally liable by reason of any action act or omission of any other trustee under this Trust Agreement; (v) Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estatehereunder. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time it shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant the Trustor or the Owner Trustee, or the Owner Trustee shall have been directed to do so by Owner Participantthe Trustor, the Owner Trustee and Owner Participant the Trustor shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any or and all of which shall be a Citizen of the United StatesStates without making use of a voting trust, voting powers agreement or similar arrangement) approved by the Owner Trustee and Owner Participantthe Trustor, either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease an Indenture Event of Default or Indenture not arising from a Lease Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.2 9.02 without the concurrence of Owner Participantthe Trustor; and Owner Participant the Trustor hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 9.02 in either of such contingencies. (b) contingency. Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Lawlaw, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (iA) All all powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement hereunder or under the Participation Agreement shall be exercised solely by the Owner Trustee; (iiB) All all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such additional trustee jointly, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iiiC) No no power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement hereunder by such additional trustee, except jointly with, or with the consent in writing of, the Owner Trustee; (ivD) No no trustee under this Trust Agreement hereunder shall be personally liable by reason of any action act or omission of any other trustee under this Trust Agreementhereunder; (vE) Owner Participantthe Trustor, at any time, by an instrument in writing may remove any such additional trustee. In trustee unless such additional trustee was appointed by the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to dowithout the concurrence of the Trustor during the occurrence of an Indenture Event of Default not arising from a Lease Event of Default, in which case the Owner Trustee shall have the power to remove any such additional trustee without the concurrence of Owner Participantthe Trustor; and Owner Participant the Trustor hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (viF) No no appointment of, or action by, any additional trustee will relieve the Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee the Indenture Trustee or the Certificate Holders holders of the Secured Certificates in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time it shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant Trustor or Owner Trustee, or Owner Trustee shall have been directed to do so by Owner ParticipantTrustor, Owner Trustee and Owner Participant Trustor shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company corporation or one or more persons (any or and all of which shall be a Citizen of the United States) approved by Owner Trustee and Owner ParticipantTrustor, either to act as co-trustee, trustees jointly with Owner Trustee, or to act as separate trustee under this Trust Agreement hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant Trustor shall not have joined in the execution of such agreements' agreements supplemental hereto within ten (10) days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture an Event of Default shall occur have occurred and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 8.05 without the concurrence of Owner ParticipantTrustor; and Owner Participant Trustor hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 8.05 in either of such contingencies. (b) . Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Lawlaw, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditions: (ia) All powersall power, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized authorised to be delivered under this Trust Agreement or under the Participation Agreement hereunder shall be exercised solely by Owner Trustee; (iib) All all other rights, powers, duties and obligations conferred or imposed upon Owner Trustee shall be conferred or imposed upon and exercised or performed by Owner Trustee and such additional trustee jointly, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iiic) No no power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement hereunder by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (ivd) No no trustee under this Trust Agreement hereunder shall be personally liable by reason of any action act or omission of any other trustee under this Trust Agreementhereunder; (ve) Owner ParticipantTrustor, at any time, by an instrument in writing may remove any such additional trustee. In the event that Owner Participant Trustor shall not have joined in the execution of executed any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.ten

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate is Collateral may at the time be located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Issuers and the Trustee shall have been directed the power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee or of the Holders of at least 25% in principal amount of the Notes outstanding, the Issuers shall for such purpose join with the Trustee in the execution, delivery and Owner Participant shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Trustee and Owner Participant, either to act as co-trustee, jointly with Owner the Trustee, of all or any part of the Collateral, or to act as separate trustees of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section 7.13. (b) Should any written instrument from the Issuers be required by any co-trustee under this Trust Agreement (any or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingenciesIssuers. (bc) Every additional co-trustee under this Trust Agreement or separate trustee shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms, namely: (i) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement The Notes shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee. (ii) The rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional co-trustee jointlyor separate trustee, jointly as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee;. (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuers evidenced by a Board Resolution, may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section 7.13, and, in case an Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any the Issuers. Upon the written request of the terms ofTrustee, the Trust Indenture or affect Issuers shall join with the interests of Mortgagee or the Certificate Holders Trustee in the Trust Indenture Estateexecution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 7.13. (civ) In case any No co-trustee or separate trustee under this Section 9.2 hereunder shall die, become incapable be personally liable by reason of acting, resign any act or be removed, omission of the title Trustee or any other such trustee hereunder. (v) Any act of Holders delivered to the Trust Estate and all rights and duties of Trustee shall be deemed to have been delivered to each such separate co-trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such or separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time it shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is located, or make any claim or bring any suit with respect to the Trust Estate or the TRUST AGREEMENT [N620SW] -12- 18 Lease, or in the event that the Owner Trustee shall have been requested to do so by the Owner Participant or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any or and all of which shall be a Citizen "citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15)(C)) approved by the Owner Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Lawlaw, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (iA) All all powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement hereunder or under the Participation Agreement shall be exercised solely by the Owner Trustee; (iiB) All all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee and any limitations thereon shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such additional trustee jointly, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee; (iiiC) No notwithstanding anything to the contrary contained herein, no power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement hereunder by such additional trustee, except jointly with, or with the consent in writing of, the Owner Trustee; (ivD) No no trustee under this Trust Agreement hereunder shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreementhereunder; (vE) the Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (viF) No no appointment of, or action by, any additional trustee will relieve the Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee the Indenture Trustee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.. SUPPLEMENTS AND AMENDMENTS TO TRUST AGREEMENT AND OTHER AGREEMENTS

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate is locatedmay at the time be located (including for purposes of foreclosure), or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Company and the Trustee shall have been directed power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee or of the Holders of Notes representing at least 25% of the aggregate Outstanding Note Balance of any Class, the Company shall for such purpose join with the Trustee in the execution, delivery and Owner Participant shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Trustee and Owner Participant, either to act as co-trustee, jointly with Owner the Trustee, of all or any part of such Trust Estate, or to act as separate trustee under of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement (Section. If the Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Trustee alone shall have power to make such appointment. Should any written instrument from the Company be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee")such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company. In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, Every co-trustee or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional separate trustee under this Trust Agreement shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms, namely: (i1) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement The Notes shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee. (2) The rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee;. (iii3) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company evidenced by a Board Resolution, may accept the resignation of or remove any such additional co-trustee or separate trustee. In , appointed under this Section, and, in case an Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any the Company. Upon the written request of the terms ofTrustee, the Trust Indenture or affect Company shall join with the interests of Mortgagee or the Certificate Holders Trustee in the Trust Indenture Estateexecution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee that has so resigned or been removed may be appointed in the manner provided in this Section. (c4) In case any No co-trustee or separate trustee under this Section 9.2 hereunder shall die, become incapable be personally liable by reason of acting, resign any act or omission of the Trustee or any other such trustee hereunder nor shall the Trustee be removed, the title liable by reason of any act or omission of any co-trustee or separate trustee hereunder. (5) Any Act of Noteholders delivered to the Trust Estate Trustee shall be deemed to have been delivered to each such co-trustee and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time or times it shall be necessary or prudent in order to conform to any Applicable Law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being shall be advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons Persons (any or and all of which shall be a Citizen of the United StatesStates Citizen) approved by the Owner Trustee and the Owner Participant, either to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement or trustees hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee"). In the event (i) the Owner Participant shall not have joined in the execution of such agreements' agreements supplemental hereto within ten days after the receipt of a written request from the Owner Trustee so to do, or in case a Lease (ii) an Event of Default or an Indenture Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.2 9.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 9.02 in either of such contingencies. (b) . Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Applicable Law, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (ia) All all powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement hereunder or under the Participation Agreement shall be exercised solely by the corporation designated as the Owner TrusteeTrustee in the first paragraph of this Trust Agreement, or its successors as the Owner Trustee hereunder; (iib) All all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee and any limitations thereon shall be conferred or imposed upon and exercised or performed by the corporation designated as the Owner Trustee in the first paragraph of this Trust Agreement or its successors as the Owner Trustee, and such additional trustee or trustees jointly, except to the extent that under any Applicable Law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) ), the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trusteetrustee or trustees; (iiic) No no power given to, or which it is provided hereby may be exercised by, any such additional trustee or trustees shall be exercised under this Trust Agreement hereunder by such additional trusteetrustee or trustees, except jointly with, or with the consent in writing of, the corporation designed as the Owner Trustee; (iv) No trustee under Trustee in this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, at any time, by an instrument in writing may remove any such additional trustee. In its successor as the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove any such additional trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without anything herein contained to the appointment of a successor to such separate trustee.contrary notwithstanding;

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the a Trust Estate is may at any time be located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Issuer and the Trustee shall have been directed power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee or of the Required Holders, the Issuer shall for such purpose join with the Trustee in the execution, delivery and Owner Participant shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Trustee and Owner Participant, either to act as co-co- trustee, jointly with Owner the Trustee, of all or any part of such Trust Estate, or to act as separate trustee under of any such Property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement (Section. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and in continuing, the Trustee alone shall have power to make such appointment. Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee")such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, Every co-trustee or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional separate trustee under this Trust Agreement shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms, namely: (i1) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement The Notes shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised, solely by the Trustee. (2) The rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee;. (iii3) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by a Board Resolution, may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section 6.13, and, in case an Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any the Issuer. Upon the written request of the terms ofTrustee, the Trust Indenture or affect Issuer shall join with the interests of Mortgagee or the Certificate Holders Trustee in the Trust Indenture Estateexecution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 6.13. (c4) In case any No co-trustee or separate trustee under this Section 9.2 hereunder shall diebe personally liable by reason of any act or omission of the Trustee, become incapable or any other such trustee hereunder. (5) Any Act of acting, resign or be removed, the title Noteholders delivered to the Trust Estate Trustee shall be deemed to have delivered to each such co-trustee and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If Notwithstanding any other provisions of this Indenture, at any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of jurisdiction, the Trust Estate is located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in Issuer and the interest of Owner Participant or Owner Trustee, or Owner Trustee shall have been directed the power to do so by Owner Participant, Owner Trustee and Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint one or more persons (any or all of which shall be a Citizen of the United States) approved by Owner Trustee and Owner Participant, either Persons to act as co-trustee, jointly with Owner the Trustee, or to act as separate trustee under trustees, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement (any such Section 7.13. No co-trustee or separate trustee being herein sometimes referred hereunder shall be required to meet the terms of eligibility as an "additional trustee"). In a successor trustee under Section 7.10 except as may be required under applicable law and no notice to Holders of the event Owner Participant appointment of any co-trustee or separate trustee shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act required under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies7.8. (b) Every additional co-trustee under this Trust Agreement or separate trustee shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms, namely: (i) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement The Notes shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee. (ii) The rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional co-trustee jointlyor separate trustee, jointly as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee;. (iii) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer, may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section 7.13, and, in case an Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any the Issuer. Upon the written request of the terms ofTrustee, the Trust Indenture or affect Issuer shall join with the interests of Mortgagee or the Certificate Holders Trustee in the Trust Indenture Estateexecution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 7.13. (civ) In case No trustee hereunder shall be personally liable by reason of any separate act or omission of any other trustee under this Section 9.2 shall diehereunder. (v) Any notice, become incapable request, other writing or act of acting, resign or be removed, the title Holders delivered to the Trust Estate Trustee shall be deemed to have been delivered to each of the then separate trustees and all rights and duties co-trustees, as effectively as if given to each of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trusteethem.

Co-Trustees and Separate Trustees. (a) If at At any time it shall be necessary or prudent in order to conform to any Law times, for the purpose of meeting the legal requirements of the TIA or of any jurisdiction in which all or any part of the Trust Estate is Fund may at the time be located, or Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of Owner Participant or Owner Trustee, or Owner Issuer and the Trustee shall have been directed power to do so by Owner Participantappoint, Owner and, upon the written request of the Trustee or of the Holders of Notes entitled to more than 50% of the aggregate Voting Rights of all Classes voting together as a single class, the Issuer shall for such purpose join with the Trustee in the execution, delivery and Owner Participant shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any or all of which shall be a Citizen of the United States) Persons approved by Owner the Rating Agencies and the Trustee and Owner Participant, either to act as co-trustee, jointly with Owner the Trustee, of all or any part of the Trust Fund, or to act as separate trustee under of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Trust Agreement (Section. If the Issuer does not join in such appointment Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee")such property, title, right or power, any such instrument shall, on request, be executed, acknowledged and delivered by the Issuer. In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from Owner Trustee so to do, Every co-trustee or in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional separate trustee under this Trust Agreement shall, to the extent permitted by Lawlaw, but to such extent only, be appointed and act, and Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms: (i1) All powers, duties, obligations and rights conferred upon Owner Trustee in respect of the custody, control and management of monies, the Aircraft or documents authorized to be delivered under this Trust Agreement or under the Participation Agreement The Notes shall be exercised solely by Owner Trustee; (ii) All other authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised, solely by the Trustee. (2) The rights, powers, duties and obligations hereby conferred or imposed upon Owner the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by Owner the Trustee or by the Trustee and such additional co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are is to be performed (including performed, the holding of title to the Trust Estate) Owner Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional co-trustee or separate trustee;. (iii3) No power given to, or which it is provided hereby may be exercised by, any such additional trustee shall be exercised under this Trust Agreement by such additional trustee, except jointly with, or with the consent in writing of, Owner Trustee; (iv) No trustee under this Trust Agreement shall be personally liable by reason of any action or omission of any other trustee under this Trust Agreement; (v) Owner Participant, The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any such additional trustee. In co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, the event that Owner Participant shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from Owner Trustee so to do, Owner Trustee shall have the power to remove accept the resignation of, or remove, any such additional co-trustee or separate trustee without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it in such connection in such contingency; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any the Issuer. Upon the written request of the terms ofTrustee, the Trust Indenture or affect Issuer shall join with the interests of Mortgagee or the Certificate Holders Trustee in the Trust Indenture Estateexecution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (c4) In case any No co-trustee or separate trustee under this Section 9.2 hereunder shall diebe personally liable by reason of any act or omission of the Trustee, become incapable or any other such trustee hereunder, and the Trustee shall not be personally liable by reason of acting, resign any act or be removed, the title to the Trust Estate and all rights and duties omission of any co-trustee or other such separate trustee shall, so far as permitted by Law, vest in hereunder. (5) Any Act of Noteholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.

Co-Trustees and Separate Trustees. (a) If at any time (a) the Owner Participant or the Owner Trustee believes that it shall be necessary or prudent in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Estate is locatedlocated or to make any claim or bring any suit with respect to the Trust Estate or any Operative Document, (b) the Owner Participant or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner TrusteeTrustee or (c) the Trust Company being advised by counsel that either its day-to-day operations may become subject to regulation by, or Owner Trustee shall have been directed the Trust Company may become subject to do so taxation generally by Owner Participant(in relation to Taxes not indemnified by the Lessee), or the Trust Company may become generally subject to the jurisdiction of, any jurisdiction other than the State of Delaware, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any or all of which shall be a Citizen of the United States) approved by Owner Trustee and Owner Participant, Persons either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee under this Trust Agreement hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an "additional trustee")“Additional Trustee“) and to vest in such Additional Trustees, in such capacity, such title to the Trust Estate or any part thereof, and such rights and duties as may be necessary or desirable, all for such period and under such terms and conditions as are satisfactory to the Owner Participant. In the event Owner Participant shall not have joined in the execution of such agreements' supplemental hereto within ten days after the receipt of a written request from The Owner Trustee so shall promptly furnish to dothe Lessee and the Indenture Trustee a copy of any instrument or agreement appointing an Additional Trustee. Prior to taking any action in any jurisdictions other than on the Closing Date, or the Trust Company shall be entitled to obtain advice of counsel as to the likelihood of the circumstances described in case a Lease Event of Default or Indenture Event of Default shall occur and be continuing, Owner subsection (c) above. Every Additional Trustee may act under the foregoing provisions of this Section 9.2 without the concurrence of Owner Participant; and Owner Participant hereby appoints Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.2 in either of such contingencies. (b) Every additional trustee under this Trust Agreement hereunder shall, to the extent permitted by Lawlaw, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions: (iA) All To the extent permitted by Applicable Law, all powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, receipt, investment, control and management of monies, the Aircraft Undivided Interest or documents authorized to be delivered under this Trust Agreement hereunder or under the Participation Agreement shall be exercised solely by the Owner Trustee; (iiB) All other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such additional trustee Additional Trustee jointly, except to the extent that under any Law law of any jurisdiction in which any particular act or acts are to be performed (including the holding of title to the Trust Estate) the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trusteeAdditional Trustee; (iiiC) No power given toto any such Additional Trustee, or which it is provided hereby hereby, may be exercised by, by any such additional trustee shall be exercised under this Trust Agreement by such additional trusteeAdditional Trustee, except jointly with, or with the consent in writing of, the Owner Trustee; (ivD) No trustee under this Trust Agreement or Additional Trustee hereunder shall be personally liable by reason of any action action, inaction or omission of any other trustee under this Trust Agreementor Additional Trustee hereunder; (vE) The Owner Participant, Participant and the Owner Trustee at any time, by an instrument in writing writing, may remove any such additional trustee. In Additional Trustee, provided, that, in the event that the Owner Participant shall does not have joined in respond to the request of the Owner Trustee for the execution of any such an instrument removing an Additional Trustee within ten days after Business Days from the Owner Participant’s receipt of a written such request from Owner Trustee so and such failure to dorespond is without cause, the Owner Trustee shall have the power to remove any such additional trustee Additional Trustee without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee as its agent and attorney-in-fact to act for it in such connection contingency; (F) Any Additional Trustee may at any time by an instrument in such contingencywriting constitute the Owner Trustee its agent or attorney-in-fact with full power and authority, to the extent which may be authorized by Applicable Law, to do all acts and things and exercise all discretion which it is authorized or permitted to do or exercise, for and in its behalf and its name; and (vi) No appointment of, or action by, any additional trustee will relieve Owner Trustee of any of its obligations under, or otherwise affect any of the terms of, the Trust Indenture or affect the interests of Mortgagee or the Certificate Holders in the Trust Indenture Estate. (c) In case any separate trustee under this Section 9.2 shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such separate trustee shall, so far as permitted by Law, vest in and be exercised by Owner Trustee, without the appointment of a successor to such separate trustee.