Common use of Event of Loss with Respect to an Engine Clause in Contracts

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty (120) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee the Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor the Loan Trustee prompt written notice thereof within 15 days after the Company has determined that an Event of Loss has occurred with respect to such Engine and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, the Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to the Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe Aircraft may then be registered as permitted by Section 7(dregistered, (ii) furnish the Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to the Loan Trustee (which may be a copy of an invoice or purchase order) respecting such Replacement Engine, (iii) cause the sale of such Replacement Engine to the Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of the Loan Trustee with respect to such Replacement Engine, to be registered on the International Registry as a sale or an International Interest; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, the Company will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine may then be registered, (v) furnish Lessor the Loan Trustee with an opinion of counsel to the Company (which may be external counsel or the Company’s General Counsel, Deputy General Counsel or Associate General Counsel or such other internal counsel of the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish the Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of the Company) certifying that such Replacement Engine has a value and utility (without regard to hours or cycles) at least equal to the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish the Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), the Company will cause to be delivered to the Loan Trustee an opinion of counsel to the Company (which may be external counsel or the Company’s General Counsel, Deputy General Counsel or Associate General Counsel or such other internal counsel of the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine, and the validity and perfection of the security interest in the Replacement Engine granted to the Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of this paragraph, the Loan Trustee shall execute and deliver to the Company an appropriate instrument releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of such replaced Engine and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to the Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant the Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee the Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor the Loan Trustee prompt written notice thereof within 15 days after the Company has determined that an Event of Loss has occurred with respect to such Engine and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, the Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to the Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe Aircraft may then be registered as permitted by Section 7(dregistered, (ii) furnish the Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to the Loan Trustee (which may be a copy of an invoice or purchase order) respecting such Replacement Engine, (iii) cause the sale of such Replacement Engine to the Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of the Loan Trustee with respect to such Replacement Engine, to be registered on the International Registry as a sale or an International Interest; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, the Company will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine may then be registered, (v) furnish Lessor the Loan Trustee with an opinion of the Company’s counsel (which may be the Company’s General Counsel or such other internal counsel to the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish the Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of the Company) certifying that such Replacement Engine has a value and utility (without regard to hours or cycles) at least equal to the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish the Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), the Company will cause to be delivered to the Loan Trustee an opinion of counsel to the Company (which may be the Company’s General Counsel or such other internal counsel of the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine, and the validity and perfection of the security interest in the Replacement Engine granted to the Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of this paragraph, the Loan Trustee shall execute and deliver to the Company an appropriate instrument releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of such replaced Engine and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to the Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant the Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. Upon As soon as practicable following the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor Loan Trustee prompt written notice thereof and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe may Aircraft is then be registered as permitted by Section 7(dregistered, (ii) furnish Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to Loan Trustee (which may be a copy of an invoice or purchase order) respecting such Replacement Engine, which in the case of any such conveyance to which the Cape Town Convention is applicable shall be in such form as will qualify as “contract of sale” pursuant to Article V of the Aircraft Protocol, and all documents required under the Operative Documents to establish, continue, confirm, register and/or perfect the interests of Loan Trustee in such Replacement Engine, (iii) cause the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of Loan Trustee with respect to such Replacement Engine, each to be registered on the International Registry as a sale or an International Interest, respectively; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, Company will use its best efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine is then registered, (v) furnish Lessor Loan Trustee with an opinion of Company’s counsel (which may be internal counsel to Company) addressed to Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of Company) certifying that such Replacement Engine has a value and utility (without regard to hours or cycles) at least equal to the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), Company will cause to be delivered to Loan Trustee an opinion of FAA counsel selected by Company if at the time of the Event of Loss the Aircraft was registered under the laws of the United States (or, if at the time of the Event of Loss the Aircraft was registered under the laws of another jurisdiction, counsel qualified to opine on matters of registration in such jurisdiction selected by Company, which counsel shall be reasonably satisfactory to Loan Trustee) addressed to Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to Company (if occurring after February 28, 2006) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine and the validity and perfection of the security interest in the Replacement Engine granted to Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of the first sentence of this paragraph, Loan Trustee shall execute and deliver to Company an appropriate instrument releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of such replaced Engine and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. Upon As soon as practicable following the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor Loan Trustee prompt written notice thereof and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe may Aircraft is then be registered as permitted by Section 7(dregistered, (ii) furnish Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership in form reasonably satisfactory to Loan Trustee (which may be a copy of an invoice or purchase order) in respect of such Replacement Engine, which in the case of any such conveyance to which the Cape Town Convention is applicable shall be in such form as will qualify as “contract of sale” pursuant to Article V of the Aircraft Protocol, and all documents required under the Operative Documents to establish, continue, confirm, register and/or perfect the interests of Loan Trustee in such Replacement Engine, (iii) cause the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of Loan Trustee with respect to such Replacement Engine, each to be registered on the International Registry as a sale or an International Interest, respectively; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, Company will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine is then registered, (v) furnish Lessor Loan Trustee with an opinion of counsel to Company (which may be internal counsel of Company) addressed to Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish Loan Trustee with a certificate of an aircraft engineer (who may be an employee of Company) or appraiser certifying that such Replacement Engine has a value and utility at least equal to (but in any event without regard to component modification status or the number of hours or cycles, in either case since new, since any particular overhaul or maintenance visit or remaining until any particular overhaul or maintenance visit) the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), Company will cause to be delivered to Loan Trustee an opinion of FAA counsel selected by Company if at the time of the Event of Loss the Aircraft was registered under the laws of the United States (or, if at the time of the Event of Loss the Aircraft was registered under the laws of another jurisdiction, counsel qualified to opine on matters of registration in such jurisdiction selected by Company, which counsel shall be reasonably satisfactory to Loan Trustee) addressed to Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine and the validity and perfection of the security interest in the Replacement Engine granted to Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of the first sentence of this paragraph, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds) and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. Upon As soon as practicable following the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor Loan Trustee prompt written notice thereof and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe may Aircraft is then be registered as permitted by Section 7(dregistered, (ii) furnish Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership in form reasonably satisfactory to Loan Trustee (which may be a copy of an invoice or purchase order) in respect of such Replacement Engine, which in the case of any such conveyance to which the Cape Town Convention is applicable shall be in such form as will qualify as “contract of sale” pursuant to Article V of the Aircraft Protocol, and all documents required under the Operative Documents to establish, continue, confirm, register and/or perfect the interests of Loan Trustee in such Replacement Engine, (iii) cause the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of Loan Trustee with respect to such Replacement Engine, each to be registered on the International Registry as a sale or an International Interest, respectively; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, Company will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine is then registered, (v) furnish Lessor Loan Trustee with an opinion of Company’s counsel (which may be internal counsel to Company) addressed to Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of Company) certifying that such Replacement Engine has a value and utility (without regard to hours or cycles) at least equal to the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), Company will cause to be delivered to Loan Trustee an opinion of FAA counsel selected by Company if at the time of the Event of Loss the Aircraft was registered under the laws of the United States (or, if at the time of the Event of Loss the Aircraft was registered under the laws of another jurisdiction, counsel qualified to opine on matters of registration in such jurisdiction selected by Company, which counsel shall be reasonably satisfactory to Loan Trustee) addressed to Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine and the validity and perfection of the security interest in the Replacement Engine granted to Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of the first sentence of this paragraph, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of such replaced Engine and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty sixty (12060) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to another AlliedSignal LF507 type engine (or engine of the same or another manufacturer of the same, an Acceptable Alternate Engineequivalent or an improved model and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that all Engines shall be of the same make and model) free and clear of all Liens (other than Permitted Liens, which engine may upon its transfer to Lessor become subject to any and all Permitted Liens) and having a value, utility and remaining useful life (without regard to hours or cycles) at least equal to the Engine subject to such Event of Loss assuming that such Engine had been maintained in accordance with this Lease. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Enginereplacement engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation CodeFederal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframeonly, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor prompt written notice thereof and shall, at its own cost and expense, within one hundred twenty sixty (12060) days after the such occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, Lessor as replacement for the Engine with respect to which such suffering an Event of Loss occurredLoss, title to another IAE Model V2500 engine of like model and equivalent or better modification status or, at Lessee's option, an Acceptable Alternate EngineIAE engine of an improved model, in each such case which has a value, remaining useful life and utility determined in accordance with the Appraisal Procedure at least equal to such Engine and is suitable for installation and use on the Airframe without diminishing the value, remaining useful life or utility of such Airframe, free of all Liens (it being understood that, upon such conveyance, such replacement Engine may be subject to Permitted Liens) and being in as good operating condition as (including no greater number of cycles or hours than) the Engine being replaced assuming the Engine being replaced was serviceable and otherwise in the condition and repair required by the terms hereof immediately prior to the Event of Loss. Prior to or at the time of any such conveyance, Lessee, at its own cost and expense, will (i) furnish Lessor with a full warranty (as to title) xxxx of bill xx sale, in form and substance reasonably satisfactory to LessorOwner Participant and Indenture Trustee, as applicable, with respect to such Acceptable Alternate replacement Engine, ; (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Codesupplements, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), subjecting such replacement Engine to this Lease, the Indenture (if in effect) and the Trust Agreement (if in effect), to be duly executed by Lessee, evidencing such transfer if applicable, and duly filed for recordation pursuant to the Federal Aviation Act; (Biii) all claims, furnish Lessor and Indenture Trustee (if any, against third parties, for damage to or loss the Lien of the Engine subject to Indenture has not been discharged) with such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.evidence

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty (120) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with (x) a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate EngineEngine and (y) a Trust Supplement subjecting the Acceptable Alternate Engine to the Lien of the Indenture and upon such receipt, Lessor shall execute such Trust Supplement and deliver it to Lessee for filing, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and cause such Lease Supplement and the Trust Supplement described in clause (1)(y) above to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(a), Section 7(b) or Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse recourse, representation or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereofhereof and of the other Operative Documents, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any suspension or reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon As soon as practicable following the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor Loan Trustee prompt written notice thereof and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe may Aircraft is then be registered as permitted by Section 7(dregistered, (ii) furnish Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership in form reasonably satisfactory to Loan Trustee (which may be a copy of an invoice or purchase order) in respect of such Replacement Engine, which in the case of any such conveyance to which the Cape Town Convention is applicable shall be in such form as will qualify as “contract of sale” pursuant to Article V of the Aircraft Protocol, and all documents required under the Operative Documents to establish, continue, confirm, register and/or perfect the interests of Loan Trustee in such Replacement Engine, (iii) cause the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of Loan Trustee with respect to such Replacement Engine, each to be registered on the International Registry as a sale or an International Interest, respectively; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, Company will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine is then registered, (v) furnish Lessor Loan Trustee with an opinion of Company’s counsel (which may be internal counsel of Company) addressed to Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of Company) certifying that such Replacement Engine has a value and utility at least equal to (but in any event without regard to component modification status or the number of hours or cycles, in either case since new, since any particular overhaul or maintenance visit or remaining until any particular overhaul or maintenance visit) the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), Company will cause to be delivered to Loan Trustee an opinion of FAA counsel selected by Company if at the time of the Event of Loss the Aircraft was registered under the laws of the United States (or, if at the time of the Event of Loss the Aircraft was registered under the laws of another jurisdiction, counsel qualified to opine on matters of registration in such jurisdiction selected by Company, which counsel shall be reasonably satisfactory to Loan Trustee) addressed to Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine and the validity and perfection of the security interest in the Replacement Engine granted to Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of the first sentence of this paragraph, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of such replaced Engine and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. Upon As soon as practicable following the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor Loan Trustee prompt written notice thereof and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe may Aircraft is then be registered as permitted by Section 7(dregistered, (ii) furnish Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership in form reasonably satisfactory to Loan Trustee (which may be a copy of an invoice or purchase order) in respect of such Replacement Engine, which in the case of any such conveyance to which the Cape Town Convention is applicable shall be in such form as will qualify as “contract of sale” pursuant to Article V of the Aircraft Protocol, and all documents required under the Operative Documents to establish, continue, confirm, register and/or perfect the interests of Loan Trustee in such Replacement Engine, (iii) cause the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of Loan Trustee with respect to such Replacement Engine, each to be registered on the International Registry as a sale or an International Interest, respectively; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, Company will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine is then registered, (v) furnish Lessor Loan Trustee with an opinion of counsel to Company (which may be internal counsel of Company) addressed to Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish Loan Trustee with a certificate of an aircraft engineer (who may be an employee of Company) or appraiser certifying that such Replacement Engine has a value and utility at least equal to (but in any event without regard to component modification status or the number of hours or cycles, in either case since new, since a maintenance task of any kind, or remaining (or expected to remain) until a future maintenance task of any kind) the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), Company will cause to be delivered to Loan Trustee an opinion of FAA counsel selected by Company if at the time of the Event of Loss the Aircraft was registered under the laws of the United States (or, if at the time of the Event of Loss the Aircraft was registered under the laws of another jurisdiction, counsel qualified to opine on matters of registration in such jurisdiction selected by Company, which counsel shall be reasonably satisfactory to Loan Trustee) addressed to Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine and the validity and perfection of the security interest in the Replacement Engine granted to Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of the first sentence of this paragraph, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds) and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. 10.3.1 Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith promptly (and and, in any event, within fifteen three days after such occurrence) give Lessor and Security Agent written notice thereof and shall, promptly and, in any event, within one hundred twenty (120) 30 days after the occurrence of such Event of LossLoss (or, if earlier the date of expiration or termination of the Lease Term) and upon five days' prior written notice, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Replacement Engine, free and clear of all Liens (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor than Permitted Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder). For all purposes hereof, each such replacement engine Replacement Engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine.". 10.3.2 Prior to or at the time of any conveyance of a Replacement Engine, Lessee shall, at its own expense, (1) furnish Lessor with a full warranty xxxx of sale, in form and substance satisfactory to Lessor, conveying to Lessor such Replacement Engine, (2) execute one or more Lease Supplements subjecting such Replacement Engine to this Lease Agreement, (3) cause the filing of such instruments, in form and substance satisfactory to Lessor, as are necessary or advisable to establish and protect the interests of Lessor and the Security Agent in any such Engine (including such Lease Supplements), (4) furnish Lessor with such evidence of the transfer of title to such Replacement Engine to Lessor as Lessor may reasonably request, including that such Replacement Engine is free and clear of all Liens, except Permitted Liens, such evidence to include, without limitation, an opinion of Lessee's counsel addressed to Lessor and opining that such title has been so conveyed and that such Replacement Engine has been duly subjected to this Lease Agreement, (5) furnish Lessor with such evidence of compliance with the provisions of Sections 2.5 and 2.7 of Schedule 1 and Section 11 with respect to such Replacement Engine as Lessor may reasonably request, (6) furnish Lessor with a certificate signed by a duly authorized officer of Lessee certifying that, upon consummation of such replacement, no Default will exist hereunder and (7) furnish Lessor with an appraisal satisfactory to Lessor which shall establish, and a certificate of an aircraft engineer (who may be an employee of Lessee) certifying, that such Replacement Engine complies with the definition of "Replacement Engine" for purposes of this Lease Agreement and each other Operative Document. 10.3.3 Upon compliance by Lessee with the requirements of this Section 10.3, if no Default shall have occurred or be continuing, Lessor shall, upon the joint written request of Lessee and each insurer which contributed to the payment of any insurance proceeds with respect to the lost Engine, transfer to the Person designated in such request title to such Engine without recourse or warranty (except as to absence of all rights of Lessor and all Lessor Liens) and subject to the disclaimer set forth in Section 5.1, and such Engine shall thereupon cease to be an Engine leased hereunder. 10.3.4 No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon As soon as practicable following the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor Loan Trustee prompt written notice thereof and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this ‎Section 7.05(b), Lessee, at its own expense, Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe may Aircraft is then be registered as permitted by Section 7(dregistered, (ii) furnish Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership in form reasonably satisfactory to Loan Trustee (which may be a copy of an invoice or purchase order) in respect of such Replacement Engine, which in the case of any such conveyance to which the Cape Town Convention is applicable shall be in such form as will qualify as “contract of sale” pursuant to Article V of the Aircraft Protocol, and all documents required under the Operative Documents to establish, continue, confirm, register and/or perfect the interests of Loan Trustee in such Replacement Engine, (iii) cause the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of Loan Trustee with respect to such Replacement Engine, each to be registered on the International Registry as a sale or an International Interest, respectively; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, Company will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine is then registered, (v) furnish Lessor Loan Trustee with an opinion of Company’s counsel (which may be internal counsel of Company) addressed to Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of Company) certifying that such Replacement Engine has a value and utility at least equal to (but in any event without regard to component modification status or the number of hours or cycles, in either case since new, since any particular overhaul or maintenance visit or remaining until any particular overhaul or maintenance visit) the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof ‎Section 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this ‎Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), Company will cause to be delivered to Loan Trustee an opinion of FAA counsel selected by Company if at the time of the Event of Loss the Aircraft was registered under the laws of the United States (or, if at the time of the Event of Loss the Aircraft was registered under the laws of another jurisdiction, counsel qualified to opine on matters of registration in such jurisdiction selected by Company, which counsel shall be reasonably satisfactory to Loan Trustee) addressed to Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine and the validity and perfection of the security interest in the Replacement Engine granted to Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of the first sentence of this paragraph, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of such replaced Engine and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances not then installed on the Airframe, or in which there has the Event of Loss with respect to an Engine installed on the Airframe but not occurred involving an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor prompt written notice thereof and Lessee shall, as promptly as possible and in any event within one hundred twenty ninety (12090) days after the occurrence of such Event of Loss, duly convey or cause to be conveyed to Lessor, as a replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior another Pxxxx & Wxxxxxx Model PW4060 engine owned by Lessee free and clear of all Liens and having a value, utility, modification status and useful life at least equal to, and being in as good operating condition (including the incorporation of all airworthiness directives and service bulletins and no greater number of Flight Hours or Cycles accumulated on such engine) as, the Engine with respect to or at which such Event of Loss occurred, assuming such Engine was of the time value, utility, modification status and useful life and in the condition and repair required by the terms hereof immediately prior to the occurrence of any such conveyanceEvent of Loss; and in such case, Lessee, at its own expense, will promptly (i) furnish Lessor with a warranty (as to title) xxxx bxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to for such Acceptable Alternate Enginereplacement engine, (ii) execute a supplement hereto in form and substance satisfactory to Lessor subjecting such replacement engine to this Lease and cause a Lease Supplement and Trust Supplement the same to be duly executed by Lessee and to be filed for recording recorded pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) laws of the Participation AgreementCountry of Registration, (iii) furnish Lessor with evidence of Lessee's title to such evidence replacement engine (including, if requested, an opinion of Lessee's counsel) and of compliance with the insurance provisions of Section 11 Article 10 hereof with respect to such replacement engine as Lessor may reasonably request, and (iv) take such other action as Lessor may reasonably request in order that title to such replacement engine be duly and furnish properly vested in Lessor with copies of and leased hereunder to the documentation required to be provided same extent as the Engine replaced thereby. Upon full compliance by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and this paragraph (b), Lessor will transfer to Lessee (or at to the direction of Lessee relevant insurers, as the case may be), without representation, recourse or warranty of any kind, express or implied (except as a warranty that such Engine is free of Liens, other than Liens which Lessee is required to absence of Lessor Liens) discharge hereunder, or defects in title resulting from Lessor's acts), all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third partiesand, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine"" as defined herein. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of shall, except as otherwise expressly provided in this paragraph (b) shall Article 9, result in any reduction in Basic Rent. If Lessee replaces an Engine that has been subjected to an Event of Loss (the "Destroyed Engine") with an engine that is new and unused (i.e., no Cycles or Flight Hours accumulated thereon or on any part thereof), Lessor will refund to Lessee the Performance Restoration Payments and Engine Life-Limited Parts Payments that have theretofore been paid to Lessor in respect of the Destroyed Engine, less the amount theretofore paid or for which Lessor has any obligation to pay from such Performance Restoration Payments or Engine Life-Limited Parts Payments in respect of any maintenance or purchase of life-limited Parts contemplated by Article 5(d) hereof for the Destroyed Engine. If Lessee replaces a Destroyed Engine with a used engine that has less Flight Hours/Cycles accumulated thereon than the Destroyed Engine, Lessor and Lessee shall in good faith consult with each other in the effort to determine whether (and, if so, how much) Performance Restoration Payments and Engine Life-Limited Parts Payments that have theretofore been paid to Lessor in respect of the Destroyed Engine should be refunded to Lessee, all with the goal that neither party should receive a windfall nor be at a disadvantage after taking the overall condition and history of the replacement engine into account. In any event, the Performance Restoration Payments and Engine Life-Limited Parts Payments that have theretofore been paid to Lessor in respect of the Destroyed Engine will be made available to Lessee for Performance Restoration and life-limited Parts replacement of the replacement engine on the same terms as if such replacement engine were the Destroyed Engine.

Event of Loss with Respect to an Engine. Upon As soon as practicable following the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor Loan Trustee prompt written notice thereof and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe may Aircraft is then be registered as permitted by Section 7(dregistered, (ii) furnish Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to Loan Trustee (which may be a copy of an invoice or purchase order) respecting such Replacement Engine, which in the case of any such conveyance to which the Cape Town Convention is applicable shall be in such form as will qualify as “contract of sale” pursuant to Article V of the Aircraft Protocol, and all documents required under the Operative Documents to establish, continue, confirm, register and/or perfect the interests of Loan Trustee in such Replacement Engine, (iii) cause the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of Loan Trustee with respect to such Replacement Engine, each to be registered on the International Registry as a sale or an International Interest, respectively; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, Company will use its best efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine is then registered, (v) furnish Lessor Loan Trustee with an opinion of Company’s counsel (which may be internal counsel to Company) addressed to Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of Company) certifying that such Replacement Engine has a value and utility (without regard to hours or cycles) at least equal to the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation required Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), Company will cause to be provided delivered to Loan Trustee an opinion of FAA counsel selected by Lessee Company if at the time of the Event of Loss the Aircraft was registered under the laws of the United States (or, if at the time of the Event of Loss the Aircraft was registered under the laws of another jurisdiction, counsel qualified to opine on matters of registration in such jurisdiction selected by Company, which counsel shall be reasonably satisfactory to Loan Trustee) addressed to Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to Company (if occurring after February 28, 2006) and of the International Interest created pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Supplement with respect to which such Event of Loss occurred Replacement Engine and furnish to or at the direction of Lessee a xxxx of sale in form validity and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss perfection of the security interest in the Replacement Engine subject granted to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine Loan Trustee under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.this

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred involving an Event of Loss with respect to the Airframe, Lessee (or, if any Permitted Sublease is then in effect, the sublessee) shall forthwith promptly (and in any event, within fifteen not later than 15 days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty (120) 60 days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, Lessor as replacement for the Engine with respect to which such Event of Loss occurred, title to another engine of the same or improved type as the Engine (or an Acceptable Alternate Engineequivalent or improved engine of the same manufacturer and suitable for installation and use on the Airframe and compatible with the other Engine leased hereunder), covered by the same Power-by-the-Hour Agreement as the other Engine if the other Engine is subject to a Power-by-the-Hour Agreement and having a value, utility and remaining economic useful life at least equal to, and in as good operating condition as, the Engine with respect to which such Event of Loss occurred (assuming that such Engine was of the value, utility and useful life and in such condition and repair as required by the terms of this Lease immediately prior to such Event of Loss) and free and clear of all Liens (other than Permitted Liens, which engine may upon its transfer to Lessor become subject to any and all Permitted Liens). Prior to or at the time of any such conveyance, LesseeLessee (or, if any Permitted Sublease is then in effect, the sublessee), shall, at its own expense, will (ia) furnish Lessor with a full warranty (as to title) xxxx of sale and a FAA xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to evidencing such Acceptable Alternate Enginetransfer of title, (iib) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, Act or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreementregistered, (iiic) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine substituted property as Lessor may reasonably request request, (d) at Lessor's request, furnish an appraisal of an independent appraiser selected by Lessor in form and furnish substance reasonably satisfactory to Lessor evidencing compliance with copies the requirements as to value, utility and remaining economic useful life of the documentation required substitute engine, (e) provide opinions in form and substance reasonably satisfactory to be provided by Lessee pursuant Lessor of counsel reasonably acceptable to Lessor to the same effect as set forth in Section 5.06 10(c)(vii) hereof, (f) assign to Lessor the benefit of all assignable manufacturer's and vendor's warranties with respect to the Trust Indenturereplacement engine, and (g) assign to Lessor will comply any Power-by-the-Hour Agreement with respect to the terms of the Trust Indenture and Replacement Engine. Lessor shall transfer to or at the direction of Lessee without recourse or warranty (warranty, except as to absence of Lessor Liens) , all of Lessor's right, title and interest, if any, in and to (Ai) the Engine with respect to which such Event of Loss occurred and furnish by furnishing to or at the direction of Lessee a warranty (as to the absence of Lessor Liens only) xxxx of sale in form and substance reasonably satisfactory to Lessee, an FAA xxxx of sale evidencing such transfer and (Bii) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of LossLoss (other than with respect to insurance maintained by Lessor, the Owner Participant or their Affiliates), and such Engine shall thereupon cease to be the an Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) Section 10.3 shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the related Airframe, Lessee the Borrower shall forthwith (and in any event, within fifteen (15) days after it has received notice of such occurrence) , give Lessor the Agent written notice thereof and shall(i) if the Engine is not subject to a Lease, within one hundred twenty not later than the earlier of (120x) five (5) Business Days after receipt of insurance and other proceeds with respect to such Event of Loss and (y) ninety (90) days after the occurrence of such Event of Loss, convey and (ii) if the engine is subject to a Lease and the applicable Lessee shall not have replaced such Engine with an Acceptable Alternate Engine in accordance with the terms of such Lease by the expiration or early termination of such Lease, within thirty (30) days of such expiration or early termination, cause the respective Aircraft Owning Subsidiary to be conveyed to Lessoracquire, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate EngineEngine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyance, LesseeThe Borrower, at its own expense, will (i) furnish Lessor the Agent with a copy of a warranty (as to title) xxxx of salesale in favor of such Aircraft Owning Subsidiary, in form and substance reasonably satisfactory to Lessorthe Agent, with respect to such Acceptable Alternate Enginereplacement aircraft engine, (ii) cause a an amendment or supplement to the applicable Lease Supplement and Trust Supplement or other appropriate instrument to be duly executed by Lessee and the applicable Aircraft Subsidiaries and, if applicable, cause such document to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations Applicable Laws of any other jurisdiction State of Registration in which the related Airframe may then be registered, and cause a financing statement or statements or other requisite documents of a similar nature (including precautionary filings) to be filed, recorded or registered with the applicable Aviation Authority and the International Registry, as permitted by Section 7(d) of applicable, and under the Participation AgreementUCC in such place or places as necessary or prudent, and (iii) furnish Lessor the Agent with such evidence of compliance with the insurance provisions of Section 11 hereof 7.08 with respect to such replacement engine Acceptable Alternate Engine as Lessor the Agent may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentrequest.

Event of Loss with Respect to an Engine. (a) Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee Sublessee shall forthwith give Sublessor prompt written notice (and in any event within 10 days after such occurrence) thereof and shall, as promptly as possible and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of LossLoss either, at the option of Sublessor, (1) convey or cause to be conveyed to Lessorthe relevant Head Lessor or Owner of such Engine, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate another General Electric model CF6-50C2 engine, which engine shall be free and clear of all Liens, other than Permitted Liens referred to in clauses (a), (c), (d) and (e) of the definition thereof, and having a value and utility (taking into consideration such Engine. Prior to or 's life-limited parts and time since heavy maintenance on each of such Engine's modules) at the time of any such conveyance, Lessee, substitution at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indentureleast equal to, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except being in as to absence of Lessor Liens) all of Lessor's rightgood operating condition as, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred, assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss, or (2) pay the Stipulated Loss Value for such Engine to Sublessor. (b) Upon full compliance by Sublessee with the terms of Sections 7.2(a) and 7.3 hereof and if no Event of Default shall have occurred and furnish be continuing, the Sublessor shall use its best efforts to cause the Head Lessor or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss Owner of the Engine that was subject to such Event of Loss to Transfer such Engine to the Sublessee or as the Sublessee shall direct, subject to the rights of any insurer. Upon such Transfer, such Engine subject to such Event of Loss, and such Engine Loss shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine"" hereunder. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) Section 7.2 shall result in any reduction in of Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty sixty (12060) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to another [CFM International, Inc. Model CFM56-5A5] [Pxxxx & Whitney Model PW2037] engine (or engine of the same or another manufacturer of the same, an Acceptable Alternate Engineequivalent or an improved model and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both Engines shall be of the same make and model) free and clear of all Liens (other than Permitted Liens, which engine may upon its transfer to Lessor become subject to any and all Permitted Liens) and having a value, utility and remaining useful life (without regard to hours or cycles) at least equal to the Engine subject to such Event of Loss assuming no Event of Loss had occurred and that such Engine had been maintained in accordance with this Lease. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx bxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Enginereplacement engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation CodeFederal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust IndentureIndenture (whether or not the Trust Indenture is then in effect), and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx bxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee the Borrower shall forthwith give the Administrative Agent and the Lenders written notice thereof (and but in any event, event within fifteen ten days after of such occurrence) give Lessor written notice thereof and shall, within one hundred twenty (120) 60 days after the occurrence of such Event of Loss (or, in the case of an Event of Loss described in clause (vi) of the definition thereof, within 90 days after the Chief Financial Officer, Treasurer, any Vice President or other officer of the Borrower elected by the Borrower's Board of Directors has received actual knowledge of such Event of Loss, convey or cause to be conveyed to Lessor), as replacement for the Engine with respect to which such Event of Loss occurred, title subject to the Lien of this Mortgage another CFM International, Inc. Model CFM56-5B5/P engine (or an Acceptable Alternate Engineengine of the same manufacturer of an equivalent or an improved model and suitable for installation and use on the Airframe and compatible with the other Engines mortgaged hereunder) free and clear of all Liens (other than Inchoate Liens) and having a value and utility at least equal to, and being in as good an operating condition, as the Engine subject to such Event of Loss, assuming such Engine was maintained in accordance with the provisions of this Mortgage. Prior to or at the time of any such conveyance, Lessee, at its own expense, the Borrower will (i) furnish Lessor with cause a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, Mortgage Supplement with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and to be filed for recording pursuant to the Transportation CodeFederal Aviation Act, (ii) furnish the Administrative Agent with an opinion of the Borrower's counsel to the effect that such Replacement Engine is owned by Borrower free and clear of all Liens (other than Inchoate Liens), and that upon execution and filing of the Mortgage Supplement or other required document the applicable lawsReplacement Engine will be subject to the Lien of the Mortgage on a first priority and perfected basis; provided that, rules and regulations in the case of any other jurisdiction such Lien which ranks on par with or ahead in which priority to the Airframe may then be registered as permitted by Section 7(d) Lien of the Participation AgreementMortgage, the Borrower may satisfy the foregoing requirement if the Borrower shall have provided a bond or other security in respect of such Lien in an amount and under terms reasonably satisfactory to the Administrative Agent at the direction of the Lenders, (iii) furnish Lessor a certificate signed by a duly authorized officer of the Borrower stating with respect to any Replacement Engine: (1) a description of the Engine suffering the Event of Loss, which shall be identified by manufacturer's serial number; (2) a description of the Replacement Engine (including the manufacturer's name and serial number); (3) that on the date of the Mortgage Supplement relating to the Replacement Engine the Borrower will be the owner of such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will be on such date in good working order (subject to maintenance permitted or required by this Mortgage) and condition and that such Replacement Engine is of the same or an improved model of the Engine; and (4) that each of the conditions specified in this Section 5.02 with respect to such Replacement Engine has been satisfied and (iv) furnish the Administrative Agent with such evidence of compliance with the insurance provisions of Section 11 Article VI hereof with respect to such replacement engine Replacement Engine as Lessor the Administrative Agent may reasonably request and furnish Lessor request. Upon compliance by the Borrower with copies all of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture this Section 5.02 and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor LiensSection 13(a) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and Credit Agreement such Engine shall thereupon cease to be the an Engine leased secured hereunder. For all purposes hereof, each such replacement engine Replacement Engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent" hereunder.

Event of Loss with Respect to an Engine. (a) Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee the Borrower shall forthwith (and in any event, within fifteen 15 days after such occurrence) give Lessor the Indenture Trustee written notice thereof and shall, within one hundred twenty thereof. Within ninety (12090) days after the occurrence of such Event of Loss (or, in the case of an Event of Loss described in clause (vi) of the definition thereof, within ninety (90) days after the Chief Financial Officer, Treasurer, any Vice President or other officer of the Borrower elected by the Borrower’s Board of Directors has received actual knowledge of such Event of Loss, convey or cause to be conveyed to Lessor), as replacement for the Engine with respect to which such Event of Loss occurred, title the Borrower shall subject to the Lien of this Trust Indenture another _____________ Model ___________ engine (or an Acceptable Alternate engine of the same manufacturer of an equivalent or an improved model and suitable for installation and use on the Airframe and compatible with the other Engine mortgaged hereunder), free and clear of all Liens (other than Permitted Liens) and having a value, utility and remaining useful life (without regard to hours, cycles and maintenance schedule) at least equal to the Engine subject to such Event of Loss, assuming such Engine was maintained in accordance with the provisions of this Trust Indenture. (b) Unless a Special Default or Event of Default shall have occurred and be continuing, upon not less than fifteen days’ prior written notice to Indenture Trustee, Borrower may replace any Engine subject to the Lien of this Trust Indenture with another engine (the “Exchanged Engine”) meeting the requirements of Section 5.02(a) for a Replacement Engine. Such Exchanged Engine shall be deemed to be a “Replacement Engine” and Borrower and Indenture Trustee shall comply with the provisions of Section 5.02(c) with regard to the Exchanged Engine and the Engine so replaced. (c) Prior to or at the time of any such conveyancesubstitution pursuant to Section 5.02(a) or 5.02(b), Lessee, at its own expense, the Borrower will (i) furnish Lessor with cause a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, Trust Indenture Supplement with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and to be filed for recording pursuant to the Transportation CodeFederal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) registered, and register or consent to the registration with the International Registry of the Participation Agreementinternational interest in such Replacement Engine for the benefit of Indenture Trustee under this Indenture and the Indenture Supplement referred to above and the sale to Borrower of such Replacement Engine) shall have been registered on the International Registry, (ii) furnish the Indenture Trustee with an opinion or opinions of the Borrower’s counsel with a supporting priority search certificate issued by the International Registry to the effect that such Replacement Engine is free and clear of all Liens of record with the FAA and International Registry (other than Permitted Liens), and that upon execution and filing of the Trust Indenture Supplement or other required document (which Borrower has caused to be prepared) the Replacement Engine will be subject to the Lien of the Trust Indenture on a first priority (subject to Permitted Liens) and perfected basis (or, if the Aircraft is not then subject to U.S. registry, having the same priority and perfection required to be maintained under the Operative Documents in respect of the property being so replaced) and that the registrations with the International Registry required under the preceding clause (i) have been made, (iii) furnish Lessor the certificate required to be furnished under clause (3)(b) of Section 5.01(c) hereof, (iv) furnish the appropriate instruments required to be furnished under clauses 4 and 5 of Section 5.01(c) hereof with such evidence respect to a Replacement Engine and (v) furnish the Indenture Trustee with a certificate of compliance with its regularly retained independent insurance broker to the effect that the insurance provisions of Section 11 hereof Article VI with respect to such replacement engine as Lessor may reasonably request and furnish Lessor Replacement Engine have been complied with. Upon compliance by the Borrower with copies all of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of this Section 5.02(c) such Engine suffering the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be an Engine secured hereunder, and the Indenture Trustee will execute such documents and provide its consent to the International Registry as Borrower shall request to release such Engine leased hereunderfrom the Lien of this Trust Indenture. For all purposes hereof, each such replacement engine Replacement Engine shall, after such conveyancecompliance, be deemed part of the property leased an “Engine” hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred involving an Event of Loss with respect to the an Airframe, Lessee (or, if any Permitted Sublease is then in effect, any Permitted Sublessee) shall forthwith promptly (and in any event, within fifteen not later than 15 days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty (120) 60 days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, Lessor as replacement for the Engine with respect to which such Event of Loss occurred, title to another engine of the same or improved type as the Engine (or an Acceptable Alternate Engineequivalent or improved engine of the same manufacturer and suitable for installation and use on the Airframe and compatible with the other Engine(s) leased hereunder) free and clear of all Liens (other than Permitted Liens, which engine may upon its transfer to Lessor become subject to any and all Permitted Liens) and having (if no Event of Default has occurred and is continuing) without regard to Cycles) a value, utility and remaining economic useful life at least equal to the Engine with respect to which such Event of Loss occurred (assuming that such Engine was of the value, utility and useful life and in such condition and repair as required by the terms of this Lease immediately prior to such Event of Loss). Prior to or at the time of any such conveyance, LesseeLessee (or, if any Permitted Sublease is then in effect, any Permitted Sublessee), shall, at its own expense, will (ia) furnish Lessor with a full warranty (as to title) xxxx of sale and a FAA xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to evidencing such Acceptable Alternate Enginetransfer of title, (iib) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee (or, if any Permitted Sublease is then in effect, Permitted Sublessee) and to be filed for recording pursuant to the Transportation Code, Act or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreementregistered, (iiic) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine substituted property as Lessor may reasonably request request, (d) provide an opinion in form and substance reasonably satisfactory to Lessor of tax counsel reasonably satisfactory to Lessor to the effect that such substitution will not result in any adverse tax consequences to Lessor, (e) at Lessor's request, furnish an appraisal of an independent appraiser selected by Lessor in form and substance reasonably satisfactory to Lessor evidencing compliance with copies the requirements as to value, utility and remaining economic useful life of the documentation required substitute engine, (f) provide opinions in form and substance reasonably satisfactory to be provided by Lessee pursuant Lessor of counsel reasonably acceptable to Lessor to the same effect as set forth in Section 5.06 of the Trust Indenture10(c)(vii) hereof, and (g) assign to Lessor will comply the benefit of all assignable manufacturer's and vendor's warranties with respect to the terms of the Trust Indenture and replacement engine. Lessor shall transfer to or at the direction of Lessee without recourse or warranty (warranty, except as to absence of Lessor Liens) , all of Lessor's right, title and interest, if any, in and to (Ai) the Engine with respect to which such Event of Loss occurred and furnish by furnishing to or at the direction of Lessee a warranty xxxx of sale in form and substance reasonably satisfactory to Lessee, an FAA xxxx of sale evidencing such transfer and (Bii) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the an Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) Section 10.3 shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee the Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor the Loan Trustee prompt written notice thereof within 15 days after the Company has determined that an Event of Loss has occurred with respect to such Engine and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, the Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to the Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe Aircraft may then be registered as permitted by Section 7(dregistered, (ii) furnish the Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to the Loan Trustee (which may be a copy of an invoice or purchase order) respecting such Replacement Engine, (iii) cause the sale of such Replacement Engine to the Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of the Loan Trustee with respect to such Replacement Engine, to be registered on the International Registry as a sale or an International Interest; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, the Company will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine may then be registered, (v) furnish Lessor the Loan Trustee with an opinion of the Company’s counsel (which may be the Company’s General Counsel, Deputy General Counsel or Associate General Counsel or such other internal counsel to the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish the Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of the Company) certifying that such Replacement Engine has a value and utility (without regard to hours or cycles) at least equal to the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish the Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), the Company will cause to be delivered to the Loan Trustee an opinion of counsel to the Company (which may be the Company’s General Counsel, Deputy General Counsel or Associate General Counsel or such other internal counsel of the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine, and the validity and perfection of the security interest in the Replacement Engine granted to the Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of this paragraph, the Loan Trustee shall execute and deliver to the Company an appropriate instrument releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of such replaced Engine and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to the Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant the Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the an Airframe, Lessee the Borrower shall forthwith give the Administrative Agent and the Lenders written notice thereof (and but in any event, event within fifteen ten days after of such occurrence) give Lessor written notice thereof and shall, within one hundred twenty (120) 60 days after the occurrence of such Event of Loss (or, in the case of an Event of Loss described in clause (vi) of the definition thereof, within 90 days after the Chief Financial Officer, Treasurer, any Vice President or other officer of the Borrower elected by the Borrower's Board of Directors has received actual knowledge of such Event of Loss, convey or cause to be conveyed to Lessor), as replacement for the Engine with respect to which such Event of Loss occurred, title subject to the Lien of this Mortgage another CFM International, Inc. Model CFM56-5B5/P engine (or an Acceptable Alternate Engineengine of the same manufacturer of an equivalent or an improved model and suitable for installation and use on the Airframes and compatible with the other Engines mortgaged hereunder) free and clear of all Liens (other than Inchoate Liens) and having a value and utility at least equal to, and being in as good an operating condition, as the Engine subject to such Event of Loss, assuming such Engine was maintained in accordance with the provisions of this Mortgage. Prior to or at the time of any such conveyance, Lessee, at its own expense, the Borrower will (i) furnish Lessor with cause a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, Mortgage Supplement with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and to be filed for recording pursuant to the Transportation CodeFederal Aviation Act, (ii) furnish the Administrative Agent with an opinion of the Borrower's counsel to the effect that such Replacement Engine is owned by Borrower free and clear of all Liens (other than Inchoate Liens), and that upon execution and filing of the Mortgage Supplement or other required document the applicable lawsReplacement Engine will be subject to the Lien of the Mortgage on a first priority and perfected basis; provided that, rules and regulations in the case of any other jurisdiction such Lien which ranks on par with or ahead in which priority to the Airframe may then be registered as permitted by Section 7(d) Lien of the Participation AgreementMortgage, the Borrower may satisfy the foregoing requirement if the Borrower shall have provided a bond or other security in respect of such Lien in an amount and under terms reasonably satisfactory to the Administrative Agent at the direction of the Lenders, (iii) furnish Lessor a certificate signed by a duly authorized officer of the Borrower stating with respect to any Replacement Engine: (1) a description of the Engine suffering the Event of Loss, which shall be identified by manufacturer's serial number; (2) a description of the Replacement Engine (including the manufacturer's name and serial number); (3) that on the date of the Mortgage Supplement relating to the Replacement Engine the Borrower will be the owner of such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will be on such date in good working order (subject to maintenance permitted or required by this Mortgage) and condition and that such Replacement Engine is of the same or an improved model of the Engine; and (4) that each of the conditions specified in this Section 5.02 with respect to such Replacement Engine has been satisfied and (iv) furnish the Administrative Agent with such evidence of compliance with the insurance provisions of Section 11 Article VI hereof with respect to such replacement engine Replacement Engine as Lessor the Administrative Agent may reasonably request and furnish Lessor request. Upon compliance by the Borrower with copies all of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture this Section 5.02 and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor LiensSection 13(a) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and Credit Agreement such Engine shall thereupon cease to be the an Engine leased secured hereunder. For all purposes hereof, each such replacement engine Replacement Engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent" hereunder.

Event of Loss with Respect to an Engine. Upon the occurrence of If an Event of Loss occurs with respect to an Engine Engine, under circumstances in which there has not occurred constituting an Event of Loss with respect to the AirframeAircraft, then: (1) Lessee shall forthwith (and promptly and, in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty (120) days 18 months after the occurrence of such Event of LossLoss (or, if earlier, the date of expiration or termination of the Lease Term), convey or cause to be conveyed to LessorOwner with full title guarantee, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate a Replacement Engine. , free and clear of all Liens (other than Permitted Liens), provided that if Lessee has not so conveyed or caused to be so conveyed to Owner a Replacement Engine with six months after the occurrence of such Event of Loss, then Lessee shall pay, or cause the relevant insurers to pay or provide a letter of credit (substantially in the form attached to this Lease Agreement, mutatis mutandis) for, the replacement value of the Engine to Lessor, which amount or letter of credit shall deemed a part of the Security Deposit and which amount or letter of credit shall be returned to Lessee once Lessee has so conveyed or caused to be so conveyed to Owner a Replacement Engine (or otherwise when the Security Deposit is required to be returned under the Lease), provided further that in the event that Lessee satisfies the preceding proviso, Lessor agrees that in the event Lessor receives any insurance proceeds with respect to such Engine Event of Loss, such proceeds shall be paid over to Lessee. (2) Prior to or at the time of any such conveyanceconveyance of a Replacement Engine, Lessee, at its own expense, will Lessee shall comply with each of the following requirements: (ia) furnish Lessor Furnish Owner with a full warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Owner, conveying legal and beneficial title to Owner of such Replacement Engine, free of Liens (other than Permitted Liens), execute a supplement subjecting such Replacement Engine to this Lease Agreement and furnish such evidence and opinions relating to the transfer of title to such Replacement Engine and the effectiveness of such supplement as Owner or Lessor shall request. (b) File such instruments as are necessary or advisable in Owner’s or Lessor’s reasonable opinion to establish and protect the interests of Owner, Lessor and each Financing Party in any such Replacement Engine (whether under the Cape Town Agreements or otherwise). (c) Assign to Owner the benefit of all manufacturers’ and vendors’ warranties with respect to such Acceptable Alternate Replacement Engine, if any. (ii3) cause a Lease Supplement and Trust Supplement to be duly executed Upon compliance by Lessee with the requirements of this Section 10.4, Lessor shall, upon the joint written request of Lessee and to be filed for recording pursuant each insurer which contributed to the Transportation Code, or the applicable laws, rules and regulations payment of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof proceeds with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required lost Engine, convey or cause to be provided by Lessee pursuant conveyed to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer Person designated in such request title to or at the direction of Lessee such Engine without recourse or warranty (except as to absence of all rights of Owner and Lessor and all Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event the disclaimer set forth in Section 4 of LossPart II of Schedule 3, and such Engine shall thereupon cease to be the an Engine leased hereunder. For hereunder and, for all purposes hereofof the Operative Documents, each such replacement engine shall, after such conveyance, the conveyed Replacement Engine shall be deemed part of the property leased hereunder, and shall be deemed an "“Engine". .” (4) No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic or abatement of Rent. (5) Forthwith upon title to a Replacement Engine passing to Owner pursuant to this Section 10.4, Lessor and Lessee shall reasonably determine whether the life-limited Part Reserves then held by Lessor (in cash or in the form of a letter of credit) for the Engine replaced are at an appropriate level (based primarily on Engine Manufacturer’s list price for such parts), and within 14 days of such agreement (a) where the Reserves are held in cash, Lessor shall refund to Lessee any agreed excess or Lessee shall pay Lessor any agreed deficiency and (b) where the Reserves are held in the form of a letter of credit, Lessor shall agree an adjustment to the stated amount of such Letter of credit and Lessee shall arrange for an amendment to such letter of credit to reflect such new stated amount. Other than as provided in this Section 10.4 and Section 1.5(7) of Schedule 2 and Section 1.1 of Part II of Schedule 4, Lessee shall not have the right to substitute any engine for an Engine.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee Owner shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor the Indenture Trustee written notice thereof and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to substitute an Acceptable Alternate Engine. Prior to or at the time Engine free and clear of any such conveyance, Lessee, at its own expense, will all Liens (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor than Permitted Liens) all of Lessor's rightin as good an operating condition as, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of LossLoss and cause such Acceptable Alternate Engine to be subjected to the Lien of this Agreement. The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's sole cost and expense and the Indenture Trustee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions: 45 [Trust Indenture and Mortgage (2000-2 747-1)] (i) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of each shall be delivered to the Indenture Trustee: (A) an Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Federal Aviation Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine shall thereupon cease is a part is registered in accordance with Section 4.01(a)(3), as the case may be; (B) a full warranty bill xx sale (as to title) covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Indenture Trustee); and (C) Uniform Commercial Code financing statements covering the security interests created by this Agreement (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Indenture Trustee to protect the security interests of the Indenture Trustee in the Replacement Engine; (ii) the Owner shall cause to be delivered to the Indenture Trustee, if requested by it, an opinion of counsel (which may be Owner's General Counsel) to the effect that the Lien of this Agreement continues to be in full force and effect with respect to the Replacement Engine; and (iii) the Owner shall deliver to the Indenture Trustee an officer's certificate stating that in the opinion of such signer, all conditions precedent provided for in this Section 5.01(b) relating to such replacement have been complied with. Upon satisfaction of all conditions to such substitution, (x) the Indenture Trustee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine leased hereunderfrom the Lien of this Agreement, (y) the Indenture Trustee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds and proceeds in respect of any Event of Loss giving rise to such replacement. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part to be subjected to the Lien of the property leased hereunder, this Agreement and shall be deemed an "Engine.". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty sixty (12060) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to another AlliedSignal LF507 type engine (or engine of the same or another manufacturer of the same, an Acceptable Alternate Engineequivalent or an improved model and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that all Engines shall be of the same make and model) free and clear of all Liens (other than Permitted Liens, which engine may upon its transfer to Lessor become subject to any and all Permitted Liens) and having a value, utility and remaining useful life at least equal to the Engine subject to such Event of Loss assuming that such Engine had been maintained in accordance with this Lease. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Enginereplacement engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation CodeFederal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee the Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor the Loan Trustee prompt written notice thereof within 15 days after the Company has determined that an Event of Loss has occurred with respect to such Engine and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, the Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to the Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe Aircraft may then be registered as permitted by Section 7(dregistered, (ii) furnish the Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to the Loan Trustee (which may be a copy of an invoice or purchase order) respecting such Replacement Engine, (iii) cause the sale of such Replacement Engine to the Company (if occurring after February 28, 2006 and if 37 To be inserted for Boeing/Embraer aircraft. 38 To be inserted for Airbus aircraft. the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of the Loan Trustee with respect to such Replacement Engine, to be registered on the International Registry as a sale or an International Interest; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, the Company will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine may then be registered, (v) furnish Lessor the Loan Trustee with an opinion of counsel to the Company (which may be external counsel or the Company’s General Counsel, Deputy General Counsel or Associate General Counsel or such other internal counsel of the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish the Loan Trustee with a certificate of an aircraft engineer or appraiser (in each case, who may be an employee of the Company) certifying that such Replacement Engine has a value and utility at least equal to (but in any event without regard to component modification status or the number of hours or cycles, in either case since new, since a maintenance task of any kind, or remaining (or expected to remain) until a future maintenance task of any kind) the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish the Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), the Company will cause to be delivered to the Loan Trustee an opinion of counsel to the Company (which may be external counsel or the Company’s General Counsel, Deputy General Counsel or Associate General Counsel or such other internal counsel of the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine, and the validity and perfection of the security interest in the Replacement Engine granted to the Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of this paragraph, the Loan Trustee shall execute and deliver to the Company instruments reasonably requested by the Company releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds) and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to the Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant the Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the related Airframe, Lessee the Borrower shall forthwith (and in any event, within fifteen (15) days after it has received notice of such occurrence) , give Lessor the Agent written notice thereof and shall(i) if the Engine is not subject to a Lease, within one hundred twenty not later than the earlier of (120x) five (5) Business Days after receipt of insurance and other proceeds with respect to such Event of Loss and (y) ninety (90) days after the occurrence of such Event of Loss, convey and (ii) if the engine is subject to a Lease and the applicable Lessee shall not have replaced such Engine with an Acceptable Alternate Engine in accordance with the terms of such Lease by the expiration or early termination of such Lease, within thirty (30) days of such expiration or early termination, cause the respective Aircraft Owning Subsidiary to be conveyed to Lessoracquire, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate EngineEngine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyance, LesseeThe Borrower, at its own expense, will (i) furnish Lessor the Agent with a copy of a warranty (as to title) xxxx of salesale in favor of such Aircraft Owning Subsidiary, in form and substance reasonably satisfactory to Lessorthe Agent, with respect to such Acceptable Alternate Enginereplacement aircraft engine, (ii) cause a an amendment or supplement to the applicable Lease Supplement and Trust Supplement or other appropriate instrument to be duly executed by Lessee and the applicable Aircraft Subsidiaries and, if applicable, cause such document to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations Applicable Laws of any other jurisdiction State of Registration in which the related Airframe may then be registered registered, and cause a financing statement or statements or other requisite documents of a similar nature (including precautionary filings) to be filed with the applicable Aviation Authority, as permitted by Section 7(d) of applicable, and under the Participation AgreementUCC in such place or places as necessary or prudent, and (iii) furnish Lessor the Agent with such evidence of compliance with the insurance provisions of Section 11 hereof 7.08 with respect to such replacement engine Acceptable Alternate Engine as Lessor the Agent may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentrequest.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty sixty (12060) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to another Xxxxx & Xxxxxxx Model PW4056 engine (or engine of the same or another manufacturer of the same, an Acceptable Alternate Engineequivalent or an improved model and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that all Engines shall be of the same make and model) free and clear of all Liens (other than Permitted Liens, which engine may upon its transfer to Lessor become subject to any and all Permitted Liens) and having a value, utility and remaining useful life (without regard to hours or cycles) at least equal to the Engine subject to such Event of Loss assuming that such Engine had been maintained in accordance with this Lease. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Enginereplacement engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation CodeFederal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. 10.3.1 Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith promptly (and and, in any event, within fifteen three days after such occurrence) give Lessor and Security Agent written notice thereof and shall, promptly and, in any event, within one hundred twenty (120) 90 days after the occurrence of such Event of LossLoss (or, if earlier the date of expiration or termination of the Lease Term) and upon five days' prior written notice, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Replacement Engine, free and clear of all Liens (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor than Permitted Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder). For all purposes hereof, each such replacement engine Replacement Engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine.". 10.3.2 Prior to or at the time of any conveyance of a Replacement Engine, Lessee shall, at its own expense, comply with each of the following requirements: 10.3.2.1 Furnish Lessor with a full warranty xxxx of sale, in form and substance satisfactory to Lessor, conveying to Lessor such Replacement Engine. 10.3.2.2 Execute one or more lease supplements subjecting such Replacement Engine to this Lease Agreement. 10.3.2.3 Without limiting the obligations of Lessee under Section 7.2.3, cause the filing of such instruments, in form and substance satisfactory to Lessor, as are necessary or advisable to establish and protect the interests of Lessor and the Financing Parties in any such Engine (including such lease supplements). 10.3.2.4 Furnish Lessor with such evidence of the transfer of title to such Replacement Engine to Lessor as Lessor may reasonably request, including that such Replacement Engine is free and clear of all Liens, except Permitted Liens, such evidence to include, without limitation, an opinion of Lessee's counsel addressed to Lessor and opining that such title has been so conveyed and that such Replacement Engine has been duly subjected to this Lease Agreement. 10.3.2.5 Furnish Lessor with such evidence of compliance with the provisions of Sections 1.5 and 1.7 of Schedule 2 and Section 11 with respect to such Replacement Engine as Lessor may reasonably request. 10.3.2.6 [Intentionally Left Blank] 10.3.2.7 Assign to Lessor the benefit of all manufacturers' and vendors' warranties with respect to such Replacement Engine pursuant to an assignment in form and substance reasonably acceptable to both parties. 10.3.2.8 [Intentionally Left Blank] 10.3.2.9 Furnish Lessor with a certificate signed by a duly authorized officer of Lessee certifying that, upon consummation of such replacement, no Default will exist hereunder. 10.3.2.10 Furnish Lessor with an appraisal satisfactory to Lessor which shall establish, and a certificate of an aircraft engineer (who may be an employee of Lessee) certifying, that such Replacement Engine complies with the definition of "Replacement Engine" for purposes of this Lease Agreement and each other Operative Document. 10.3.3 Upon compliance by Lessee with the requirements of this Section 10.3, if no Payment/Bankruptcy Default shall have occurred or be continuing, Lessor shall, upon the joint written request of Lessee and each insurer which contributed to the payment of any insurance proceeds with respect to the lost Engine, transfer to the Person designated in such request title to such Engine without recourse or warranty (except as to absence of all rights of Lessor and all Lessor Liens) and subject to the disclaimer set forth in Section 5.1, and such Engine shall thereupon cease to be an Engine leased hereunder. 10.3.4 No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent. Other than as provided in this Section 10.3, Lessee shall not have the right to substitute any engine for an Engine.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances Engine, the Company shall promptly (and in which there has not occurred any event within ten (10) Business Days after such occurrence) give the Security Trustee written notice of such Event of Loss. The Company shall, within thirty (30) days after the occurrence of an Event of Loss with respect to an Engine give the AirframeSecurity Trustee written notice of its election to perform one of the following options (it being agreed that, Lessee if the Company shall forthwith not have given notice of such election within such 30-day period, the Company shall be deemed to have elected the option in clause (i) of the next sentence). The Company may elect either to (i) repay a principal amount of the Loan in an amount equal to the Stipulated Loss Value of such Engine (or the Termination Value of such Engine, if Section 3.04(h)(3)(ii) is applicable), plus accrued interest thereon and any other amounts in accordance with Section 1.1(d) of the Loan Agreement, on or prior to the earlier of (A) the sixty-first (61st) day following the Event of Loss and (B) the third Business Day following the receipt of insurance proceeds with respect to such occurrence (but in any eventevent not earlier than the date of the Company's election under the preceding sentence of this Section to make payment under this clause (i)), within fifteen days after such occurrenceor (ii) give Lessor written notice cause to be subjected to the Lien of this Mortgage in replacement thereof and shall, within one hundred twenty not later than the sixtieth (12060th) days after day following the occurrence of such Event of Loss, convey a Replacement Engine, owned by the Company and free and clear of all Liens except Permitted Liens; provided that if the Company does not perform its obligation to effect such replacement in accordance with this Section 3.04(a) during the period of time provided herein, then the Company shall be deemed to have elected to make the payment contemplated by clause (i) of this sentence within the period of time specified therein. The Company shall not be entitled to elect the replacement option pursuant to clause (ii) of the preceding sentence if, at the time the Company gives notice pursuant to the preceding sentence there shall have occurred and be continuing a Special Default or cause to be conveyed to Lessor, as replacement an Event of Default. A Replacement Engine for the an Engine with respect to which such suffering an Event of Loss occurredmust meet each of the following conditions: (1) be of the same model as the Engine to be replaced thereby, title or an improved model, manufactured by the same Engine Manufacturer; (2) have a value, utility and remaining useful life at least equal to an Acceptable Alternate Engine. Prior and be in at least as good operating condition as, the Engine to be replaced thereby (assuming that such Engine was of the value and utility and in the condition and repair required by the terms hereof immediately prior to the occurrence of the Event of Loss); (3) have been first placed in service after October 22, 1994, or, if different, meet whatever conditions or at requirements as may be required in order for the time Security Trustee to be entitled to the benefits of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx Section 1110 of sale, in form and substance reasonably satisfactory to Lessor, the Bankruptcy Code with respect to such Acceptable Alternate Engine, (ii) cause Replacement Engine in the event of a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to case under Chapter 11 of the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction Bankruptcy Code in which the Airframe may then be registered as permitted by Section 7(dCompany is a debtor; provided, however, that the requirement set forth in this subclause (3) of the Participation Agreement, shall not apply (iiiA) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required first Engine to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such suffer an Event of Loss, and such Engine shall thereupon cease or (B) if, after giving effect to be the replacement of the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of suffering the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms Replacement Engine proposed by the Company, the ratio (both by number of Engines and by value) of Engines for which the Security Trustee is entitled to the benefits of Section 1110 of the Bankruptcy Code in the event of a case under Chapter 11 of the Bankruptcy Code in which the Company is a debtor to all Engines then subject to the Lien of this paragraph (b) shall result in any reduction in Basic RentMortgage is equal to or greater than the ratio of the Specified Engines to all Engines subject to the Lien of this Mortgage as of the Closing Date.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, the Lessee shall forthwith give the Lessor and the Loan Trustee prompt written notice thereof (and in any event, event within fifteen 15 days after such occurrence) give Lessor written notice thereof and shall, promptly and in any event within one hundred twenty (120) 60 days after the occurrence of such Event of Loss, duly convey or cause to be conveyed to Lessorthe Lessor and duly subject to the Local Mortgage and the Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine (provided that all engines installed on the Airframe shall be of the same manufacturer and a comparable or improved model), free and clear of all Liens (other than Permitted Liens) and having a value at least equal to, and utility and remaining useful life at least equal to, or, if applicable comparable to and being in as good operating condition and state of maintenance as, the Engine with respect to which such Event of Loss occurred, assuming such Engine was of the value, utility and remaining useful life and in the condition and repair as required by the terms hereof immediately prior to the occurrence of such Event of Loss. Prior to or at the time of any such conveyance, the Lessee, at its own expense, will (i) furnish or cause to be furnished to the Lessor a bxxx of sale (with a full warranty (as to of title) xxxx of saleduly conveying to Lessor all right, title and interest in and to such Replacement Engine, in form and substance reasonably satisfactory to Lessor, the Lessor and the Loan Trustee with respect to such Acceptable Alternate Replacement Engine, (ii) cause a supplement hereto, in form and substance reasonably satisfactory to the Lessor and the Loan Trustee, subjecting such Replacement Engine to this Lease Supplement and Trust Supplement to be duly executed by the Lessee and and, to be filed for recording the extent necessary, recorded pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) Applicable Laws of the Participation AgreementGovernment of Registry, (iii) furnish the Lessor and the Loan Trustee with such evidence of compliance with the insurance provisions of Section 11 hereof 10 with respect to such replacement engine Replacement Engine as Lessor any of them may reasonably request and such other certifications and opinions of counsel as the Lessor may reasonably request, (iv) furnish the Lessor with copies a certificate of the documentation required aircraft engineer (who may be an employee of the Lessee), at Lessee’s expense, reasonably satisfactory to the Lessor and the Loan Trustee certifying as to the value, utility, remaining useful life and operating condition and state of maintenance of such Replacement Engine, (v) cause amendments to the Local Mortgage and the Indenture, in form and substance reasonably satisfactory to the Loan Trustee subjecting such Replacement Engine to the Local Mortgage and the Indenture to be provided duly executed by Lessee the Lessor and, to the extent necessary, recorded pursuant to Section 5.06 the Applicable Laws of the Trust IndentureGovernment of Registry, (vi) furnish a legal opinion of counsel reasonably acceptable to the Loan Trustee regarding the perfection of the Lien of the Local Mortgage and the Indenture with respect to such Replacement Engine and also to the effect that such fully warranty (as to title) bxxx of sale referred to in clause (i) above constitutes an effective instrument for the conveyance of title to the Replacement Engine and, to the extent requested by the Loan Trustee, an opinion of aviation law counsel addressed to the Lessor and the Loan Trustee with respect to any registrations made under the Cape Town Convention, each in form and substance reasonably acceptable to the Loan Trustee, (vii) affix a nameplate on such Replacement Engine in accordance with Section 8(e), and Lessor will comply (viii) cause an Engine Warranty Agreement, in form and substance reasonably satisfactory to the Loan Trustee in respect of such Replacement Engine to be duly executed by the Lessor. Upon full compliance by the Lessee with the terms of this Section 9(b) the Trust Indenture Lessor will (so long as no Lease Event of Default or any Default relating to payments or Insolvency of the Lessee shall have occurred and transfer be continuing and subject to insurer’s salvage rights, if any) transfer, or cause to be transferred, to or at upon the direction of order of, the Lessee on an “as-is, where-is” basis without recourse or warranty (except as to absence of Lessor Liens) warranty, all of the Lessor's ’s right, title and interest, if any, in and to (A) the each replaced Engine with respect to which such Event of Loss occurred and furnish to or at by an appropriate instrument, signed by the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to LesseeLoan Trustee, evidencing releasing such transfer and (B) all claims, if any, against third parties, for damage to or loss Engine from any Lien of the Engine subject to such Event of LossSecurity Documents, and any manufacturer’s or repairer’s warranties relating thereto and will take such Engine shall thereupon cease other action as may be necessary to be the Engine leased hereundereffect such transfer. For all purposes hereof, each such replacement engine Replacement Engine shall, after such conveyance, be deemed part of the property leased hereunder, hereunder and shall be deemed an "“Engine"” as defined herein. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (bSection 9(b) shall result in any reduction in Basic of Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances not then installed on the Airframe, or in which there has the Event of Loss with respect to an Engine installed on the Airframe but not occurred involving an Event of Loss with respect to the such Airframe, Lessee shall forthwith give Lessor and Beneficiary prompt written notice thereof (and in any event, event within fifteen days after such occurrencefive Business Days) give Lessor written notice thereof and Lessee shall, as promptly as possible and in any event within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, duly convey or cause to be conveyed to Lessor, as a replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engineanother CFM56-3B2 engine owned by Lessee free and clear of all Liens and having, unless Beneficiary otherwise agrees, a value and utility at least equal to, and being in as good operating condition as, the Engine with respect to which such Event of Loss occurred, assuming such Engine was of the value and utility and in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss. Prior Lessee shall demonstrate to or at Lessor's Tech Rep's reasonable satisfaction the time value and utility of any substitute engine by providing all necessary information and data in respect of such conveyanceengine as Lessor's Tech Rep shall reasonably request. In such case, Lessee, at its own expense, will promptly (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to LessorLessor and Beneficiary, with respect to for such Acceptable Alternate Enginereplacement engine, (ii) cause execute a Lease Supplement supplement hereto in form and Trust Supplement substance reasonably satisfactory to be duly executed by Lessee Lessor and Beneficiary subjecting such replacement engine to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreementthis Lease, (iii) furnish Lessor and Beneficiary with evidence of Lessee's title to such evidence replacement engine (including, if requested, an opinion of Lessee's counsel) and of compliance with the insurance provisions of Section 11 Article 10 hereof with respect to such replacement engine as Lessor and Beneficiary may reasonably request, and (iv) take such other action as Lessor and Beneficiary may reasonably request in order that title to such replacement engine be duly and furnish properly vested in Lessor with copies of and leased hereunder to the documentation required to be provided same extent as the Engine replaced thereby. Upon full compliance by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and this Article 9.2, Lessor will transfer to or at the direction of Lessee Lessee, without representation, recourse or warranty of any kind, express or implied (except as to absence a warranty that such Engine is free of Lessor Liens) , other than Liens which Lessee is required to discharge hereunder, and all rights of Beneficiary and defects in title resulting from Lessor's acts), all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third partiesand, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor Loan Trustee prompt written notice thereof and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe may Aircraft is then be registered as permitted by Section 7(dregistered, (ii) furnish Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to Loan Trustee (which may be a copy of an invoice or purchase order) respecting such Replacement Engine, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof cause a financing statement or statements with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required Replacement Engine or other requisite documents or instruments to be provided by Lessee pursuant filed in such place or places as necessary in order to Section 5.06 of perfect Loan Trustee's interest therein in the Trust IndentureUnited States, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) such other jurisdiction in which the Engine is then registered, (iv) furnish Loan Trustee with respect an opinion of Company's counsel (which may be internal counsel to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance Company) reasonably satisfactory to LesseeLoan Trustee addressed to Loan Trustee to the effect that, evidencing upon such transfer and (B) all claimsreplacement, if any, against third parties, for damage to or loss of the Replacement Engine will be subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms Lien of this paragraph Indenture, (bv) shall result in any reduction in Basic Rent.furnish Loan Trustee with a certificate of an aircraft engineer or appraiser

Event of Loss with Respect to an Engine. (i) Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith promptly (and and, in any event, within fifteen three (3) days after such occurrence) give Lessor written notice thereof and shall, as soon as reasonably practicable and, in any event, within one hundred twenty forty-five (12045) days after the occurrence of such Event of LossLoss (or, if earlier the date of expiration or termination of the Lease Term) and upon five days' prior written notice, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Replacement Engine, free and clear of all Liens (iiother than Permitted Liens) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Codehaving an equivalent or greater value, or the applicable lawscondition, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreementutility, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indentureairworthiness, remaining useful life as, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except being in as to absence of Lessor Liens) all of Lessor's rightgood operating condition as, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred occurred, assuming such replaced Engine was in the condition and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease repair required to be maintained by the Engine leased hereunderterms of this Agreement. For all purposes hereof, each such replacement engine Replacement Engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine.". (ii) Prior to or at the time of any conveyance of a Replacement Engine, Lessee, at its own expense, shall (t) furnish Lessor with a full warranty (as to title) xxxx of sale, in form and substance satisfactory to Lessor, conveying to Lessor such Replacement Engine, (u) cause supplements to be executed which shall subject such Replacement Engine to this Agreement, (v) cause the filing of such instruments as are necessary or advisable to establish, perfect and protect the interest of Lessor in any such Engine (including, without limitation, cause a Lease Supplement, in form and substance satisfactory to Lessor, to be duly executed by Lessee) (w) furnish Lessor with such evidence of the transfer of title to such Replacement Engine to Lessor as Lessor may reasonably request, including, without limitation, that such Replacement Engine is free and clear of all Liens, except Permitted Liens, such evidence to include, without limitation, an opinion of Lessee's counsel addressed to Lessor, and opining that such title has been so conveyed and that such Replacement Engine has been duly subjected to this Agreement (such opinion to be in form and substance, and from counsel, satisfactory to Lessor), (x) furnish Lessor with such evidence of compliance with the provisions of Sections 10(e), 12(a)(iv) and 15 with respect to such Replacement Engine as Lessor may reasonably request, (y) furnish Lessor with a certificate signed by an officer of Lessee certifying that, upon consummation of such replacement, no Event of Default will exist hereunder and (z) furnish Lessor with an appraisal satisfactory to Lessor which shall establish, and a certificate of an aircraft engineer (who may be an employee of Lessee) certifying, that such Replacement Engine has a value, condition, utility, airworthiness and remaining useful life at least equal to, and is in as good operating condition as, the Engine so replaced, assuming such Engine was in the condition and repair required by the terms of this Agreement immediately prior to the occurrence of such Event of Loss. (iii) Upon compliance by Lessee with the requirements of this Section 13(c), if no Event of Default shall have occurred or be continuing, Lessor shall, upon the joint written request of Lessee and each insurer which contributed to the payment of any insurance proceeds with respect to the lost Engine, transfer to the Person designated in such request all of Lessor's right, title and interest in such Engine without recourse or warranty (except as to absence of Lessor Liens) and subject to the disclaimer set forth in Section 5(a), and such Engine shall thereupon cease to be an Engine leased hereunder. (iv) No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent or Renewal Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee the Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor the Loan Trustee prompt written notice thereof within 15 days after the Company has determined that an Event of Loss has occurred with respect to such Engine and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, the Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to the Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe Aircraft may then be registered as permitted by Section 7(dregistered, (ii) furnish the Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to the Loan Trustee (which may be a copy of an invoice or purchase order) respecting such Replacement Engine, (iii) cause the sale of such Replacement Engine to the Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of the Loan Trustee with respect to such Replacement Engine, to be registered on the International Registry as a sale or an International Interest; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, the Company will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement 18 To be inserted for Airbus aircraft. 19 To be inserted for Boeing aircraft. or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine may then be registered, (v) furnish Lessor the Loan Trustee with an opinion of counsel to the Company (which may be external counsel or the Company’s General Counsel, Deputy General Counsel or Associate General Counsel or such other internal counsel of the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish the Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of the Company) certifying that such Replacement Engine has a value and utility (without regard to hours or cycles) at least equal to the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish the Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), the Company will cause to be delivered to the Loan Trustee an opinion of counsel to the Company (which may be external counsel or the Company’s General Counsel, Deputy General Counsel or Associate General Counsel or such other internal counsel of the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine, and the validity and perfection of the security interest in the Replacement Engine granted to the Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of this paragraph, the Loan Trustee shall execute and deliver to the Company an appropriate instrument releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of such replaced Engine and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to the Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant the Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty sixty (12060) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to another [CFM International, Inc. Model CFM56-5A4/5A5] [Xxxxx & Whitney Model PW2040] [Xxxxx & Xxxxxxx Model PW4056] engine (or engine of the same or another manufacturer of the same, an Acceptable Alternate Engineequivalent or an improved model and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; PROVIDED that [both] [all] Engines shall be of the same make and model) free and clear of all Liens (other than Permitted Liens, which engine may upon its transfer to Lessor become subject to any and all Permitted Liens) and having a value, utility and remaining useful life (without regard to hours or cycles) at least equal to the Engine subject to such Event of Loss assuming no Event of Loss had occurred and that such Engine had been maintained in accordance with this Lease. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Enginereplacement engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation CodeFederal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust IndentureIndenture (whether or not the Trust Indenture is then in effect), and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "EngineENGINE". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances not then installed on the Airframe, or in which there has the Event of Loss with respect to an Engine installed on the Airframe but not occurred involving an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor prompt written notice thereof and Lessee shall, as promptly as possible and in any event within one hundred twenty ninety (12090) days after the occurrence of such Event of Loss, duly convey or cause to be conveyed to Lessor, as a replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior another Xxxxx & Xxxxxxx Model PW4060 engine owned by Lessee free and clear of all Liens and having a value, utility, modification status and useful life at least equal to, and being in as good operating condition (including the incorporation of all airworthiness directives and service bulletins and no greater number of Flight Hours or Cycles accumulated on such engine) as, the Engine with respect to or at which such Event of Loss occurred, assuming such Engine was of the time value, utility, modification status and useful life and in the condition and repair required by the terms hereof immediately prior to the occurrence of any such conveyanceEvent of Loss; and in such case, Lessee, at its own expense, will promptly (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to for such Acceptable Alternate Enginereplacement engine, (ii) execute a supplement hereto in form and substance satisfactory to Lessor subjecting such replacement engine to this Lease and cause a Lease Supplement and Trust Supplement the same to be duly executed by Lessee and to be filed for recording recorded pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) laws of the Participation AgreementCountry of Registration, (iii) furnish Lessor with evidence of Lessee's title to such evidence replacement engine (including, if requested, an opinion of Lessee's counsel) and of compliance with the insurance provisions of Section 11 Article 10 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenturerequest, and (iv) take such other action as Lessor will comply may reasonably request in order that title to such replacement engine be duly and properly vested in Lessor and leased hereunder to the same extent as the Engine replaced thereby. Upon full compliance by Lessee 9-1 with the terms of the Trust Indenture and this paragraph (b), Lessor will transfer to Lessee (or at to the direction of Lessee relevant insurers, as the case may be), without representation, recourse or warranty of any kind, express or implied (except as a warranty that such Engine is free of Liens, other than Liens which Lessee is required to absence of Lessor Liens) discharge hereunder, or defects in title resulting from Lessor's acts), all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third partiesand, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine"" as defined herein. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of shall, except as otherwise expressly provided in this paragraph (b) shall Article 9, result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon any Event of Loss with respect to an Engine not then installed on the Aircraft, or an Event of Loss with respect to Only an Engine installed on the Aircraft not involving an Event of Loss to the Aircraft, LESSEE shall give LESSOR prompt written notice thereof and LESSEE shall replace such Engine as soon as reasonably possible after such Event of Loss by duly conveying to LESSOR, as a replacement for such Engine, title to another engine owned by LESSEE (a "Replacement Engine"), which Replacement Engine shall be free and clear of all Liens and shall have a value and utility at least equal to, and be in as good operating condition as, the Engine which sustained such Event of Loss (assuming the Engine which sustained such Event of Loss was maintained in the condition in which LESSEE was required to maintain such Engine pursuant to this Lease). Such Replacement Engine, after approval and acceptance by LESSOR, shall be deemed an "Engine" as defined herein. LESSEE agrees to take such action as LESSOR may reasonably request in order that any such Replacement Engine shall be duly and properly leased hereunder to the same extent as the Engine subject to the Event of Loss and shall be titled in LESSOR and the interest of LESSOR's Lender therein shall be fully protected and perfected. Upon request by LESSOR, LESSEE shall cause to be delivered to LESSOR and Lender an opinion of FAA counsel (to be provided at LESSEE's expense) as to the lien free status of such engine along with an opinion of FAA counsel that such replacement engine has been made subject to this Lease and that the security interest of Lender therein has been fully perfected. LESSEE's obligation to pay Rent hereunder shall continue in full force and effect regardless of the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event Engine, but LESSEE shall be entitled to be reimbursed by LESSOR the amount of Loss insurance or condemnation proceeds, if any, received by LESSOR with respect to such Engine. Upon receipt of title by LESSOR to the AirframeReplacement Engine as hereinabove provided, Lessee LESSOR shall forthwith convey to LESSEE, free and clear of all Liens (and in any eventexcept, within fifteen days after such occurrence) give Lessor written notice thereof and shallsubject to the rights of the insurers), within one hundred twenty (120) days after title to the occurrence of Engine which sustained such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances not then installed on the Airframe, or in which there has the Event of Loss with respect to an Engine installed on the Airframe but not occurred involving an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor prompt written notice thereof and Lessee shall, as promptly as possible and in any event within one hundred twenty seventy-five (12075) days after the occurrence of such Event of Loss, duly convey or cause to be conveyed to Lessor, as a replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior another CFM International Model CFM56-7B24 engine owned by Lessee free and clear of all Liens and having a value, utility, modification status and useful life at least equal to, and being in as good operating condition (including the incorporation of all airworthiness directives and service bulletins in such engine) as, the Engine with respect to or at which such Event of Loss occurred, assuming such Engine was of the time value, utility, modification status and useful life and in the condition and repair required by the terms hereof immediately prior to the occurrence of any such conveyanceEvent of Loss; and in such case, Lessee, at its own expense, will promptly (i) furnish Lessor with a warranty (as to title) xxxx bill of sale, in form and substance reasonably satisfactory to Lessor, with respect to xxx such Acceptable Alternate Enginereplacement engine, (ii) execute a supplement hereto in form and substance satisfactory to Lessor subjecting such replacement engine to this Lease and cause a Lease Supplement and Trust Supplement the same to be duly executed by Lessee and to be filed for recording recorded pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) laws of the Participation AgreementCountry of Registration, (iii) furnish Lessor with evidence of Lessee's title to such evidence replacement engine (including, if requested, an opinion of Lessee's counsel) and of compliance with the insurance provisions of Section 11 Article 10 hereof with respect to such replacement engine as Lessor may reasonably request, and (iv) take such other Action as Lessor may reasonably request in order and furnish properly vested in Lessor with copies of and leased hereunder to the documentation required to be provided same extent as the Engine replaced thereby. Upon full compliance by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and this paragraph (b), Lessor will transfer to Lessee (or at to the direction of Lessee relevant insurers, as the case may be), without representation, recourse or warranty of any kind, express or implied (except as a warranty that such Engine is free of Liens, other than Liens which Lessee is required to absence of Lessor Liens) discharge hereunder, or defects in title resulting from Lessor's or the Participants' acts), all of Lessor's and the Participants' right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third partiesand, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine"" as defined herein. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of shall, except as otherwise expressly provided in this paragraph (b) shall Article 9, result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee the Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor the Loan Trustee prompt written notice thereof within 15 days after the Company has determined that an Event of Loss has occurred with respect to such Engine and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, the Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to the Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe Aircraft may then be registered as permitted by Section 7(dregistered, (ii) furnish the Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to the Loan Trustee (which may be a copy of an invoice or purchase order) respecting such Replacement Engine, (iii) cause the sale of such Replacement Engine to the Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of the Loan Trustee with respect to such Replacement Engine, to be registered on the International Registry as a sale or an International Interest; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, the Company will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine may then be registered, (v) furnish Lessor the Loan Trustee with an opinion of counsel to the Company (which may be external counsel or the Company’s General Counsel, Deputy General Counsel or Associate General Counsel or such other internal counsel of the Company as shall be 34 To be inserted for Airbus aircraft. 71 Indenture and Security Agreement (American Airlines 2021-1 EETC) [Reg. No.] reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish the Loan Trustee with a certificate of an aircraft engineer or appraiser (in each case, who may be an employee of the Company) certifying that such Replacement Engine has a value and utility at least equal to (but in any event without regard to component modification status or the number of hours or cycles, in either case since new, since a maintenance task of any kind, or remaining (or expected to remain) until a future maintenance task of any kind) the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish the Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), the Company will cause to be delivered to the Loan Trustee an opinion of counsel to the Company (which may be external counsel or the Company’s General Counsel, Deputy General Counsel or Associate General Counsel or such other internal counsel of the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine, and the validity and perfection of the security interest in the Replacement Engine granted to the Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of this paragraph, the Loan Trustee shall execute and deliver to the Company instruments reasonably requested by the Company releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds) and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to the Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant the Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances Engine, the Company shall promptly (and in which there has not occurred any event within ten (10) Business Days after such occurrence) give the Secured Party written notice of such Event of Loss. The Company shall, within thirty (30) days after the occurrence of an Event of Loss with respect to an Engine give the AirframeSecured Party written notice of its election to perform one of the following options (it being agreed that, Lessee if the Company shall forthwith not have given notice of such election within such 30-day period, the Company shall be deemed to have elected the option in clause (i) of the next sentence). The Company may elect either to (i) repay a principal amount of the Series A Loan in an amount equal to the Termination Value of such Engine, plus accrued interest thereon and any other amounts in accordance with Section 1.1(d) of the Loan Agreement, on or prior to the earlier of (A) the ninety-first (91st) day following the Event of Loss and (B) the second Business Day following the receipt of insurance proceeds with respect to such occurrence (but in any eventevent not earlier than the date of the Company’s election under the preceding sentence of this Section to make payment under this clause (i)), within fifteen days after such occurrenceor (ii) give Lessor written notice cause to be subjected to the Lien of this Mortgage in replacement thereof and shall, within one hundred twenty not later than the ninetieth (12090th) days after day following the occurrence of such Event of Loss, convey a Replacement Engine, owned by the Company and free and clear of all Liens except Permitted Liens; provided that if the Company does not perform its obligation to effect such replacement in accordance with this Section 3.04(a) during the period of time provided herein, then the Company shall be deemed to have elected to make the payment contemplated by clause (i) of this sentence within the period of time specified therein. The Company shall not be entitled to elect the replacement option pursuant to clause (ii) of the preceding sentence if, at the time the Company gives notice pursuant to the preceding sentence there shall have occurred and be continuing a Special Default or cause to be conveyed to Lessor, as replacement an Event of Default. A Replacement Engine for the an Engine with respect to which such suffering an Event of Loss occurredmust meet the following conditions: (1) be the same model as the Engine to be replaced thereby, title to or an Acceptable Alternate Engine. Prior to or at improved model, manufactured by the time of any such conveyancesame Engine Manufacturer; (2) have a value, Lesseeutility and remaining useful life, at its own expenseleast equal to, will and is in at least as good operating condition as, the Engine to be replaced thereby (iassuming that such Engine was of the value and utility and in the condition and repair required by the terms hereof immediately prior to the occurrence of the Event of Loss). In determining the value, utility and remaining useful life of a Replacement Engine, hours and cycles since original delivery or last major overhaul, whichever is later, shall be considered; and (3) furnish Lessor with a warranty (have been first placed in service after October 22, 1994, or, if different, meet whatever conditions or requirements as may be required in order for the Secured Party to title) xxxx be entitled to the benefits of sale, in form and substance reasonably satisfactory to Lessor, Section 1110 of the Bankruptcy Code with respect to such Acceptable Alternate Engine, (ii) cause Replacement Engine in the event of a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to case under Chapter 11 of the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction Bankruptcy Code in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee Company is a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentdebtor.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee the Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor the Loan Trustee prompt written notice thereof and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, the Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to the Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe Aircraft may be registered, (ii) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Loan Trustee's interest therein in the United States, or in such other jurisdiction in which the Engine may then be registered as permitted by Section 7(d) of the Participation Agreementregistered, (iii) furnish Lessor the Loan Trustee with an opinion of the Company's counsel (which may be the Company's General Counsel or such other internal counsel to the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (iv) furnish the Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of the Company) certifying that such Replacement Engine has a value and utility at least equal to the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (v) furnish the Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation required Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), the Company will cause to be provided by Lessee pursuant delivered to Section 5.06 the Loan Trustee an opinion of counsel to the Company (which may be the Company's General Counsel or such other internal counsel of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except Company as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance shall be reasonably satisfactory to Lessee, evidencing the Loan Trustee) addressed to the Loan Trustee as to the due recordation of such transfer Indenture Supplement or such other requisite documents or instruments and (B) all claims, if any, against third parties, for damage to or loss the validity and perfection of the security interest in the Replacement Engine subject granted to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunderLoan Trustee under this Indenture. For all purposes hereof, each such replacement engine shallupon the attachment of the Lien of this Indenture thereto, after such conveyance, be deemed the Replacement Engine shall become part of the property leased hereunder, Collateral and shall be deemed an "Engine"" as defined herein. No Upon compliance with clauses (i) through (v) of this paragraph, the Loan Trustee shall execute and deliver to the Company an appropriate instrument releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of such replaced Engine and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to the Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic RentLoss.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor prompt written notice thereof and shall, on the date insurance proceeds are received in respect to such Event of Loss or within one hundred twenty sixty (12060) days after the occurrence of such Event of Loss (the date of which shall be determined in accordance with the definition of Event of Loss) whichever shall be the earlier date, duly convey or cause to be conveyed to Lessorthe Owner, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engineanother engine (such engine to be of the same or another comparable manufacturer, of the same or improved modification status, value, utility, performance and efficiency and suitable for installation and use on the Airframe) free and clear of all Liens (except Lessor's Liens) and having a value and utility at least equal to, and being in as good operating condition as, the Engine with respect to which such Event of Loss occurred, assuming such Engine was of the value and utility and in the condition and repair required by the terms hereof. Prior to or at the time of any such conveyance, the Lessee, at its own Lessee's expense, will (i) shall furnish Lessor and Owner with such documents to evidence such conveyance as Lessor and Owner shall reasonably request, including, without limitation, a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed Bill xx Sale. Upon full compliance by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and this paragraph, Lessor will cause Owner to transfer to or at the direction of Lessee Lessee, without recourse or warranty (except as to absence of Lessor Liens) ), all of LessorOwner's right, title and interest, if any, interest in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunderoccurred. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed an "Engine" as defined herein, and shall be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction or abatement in any sum due hereunder, including Lessee's obligation to pay Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor Loan Trustee prompt written notice thereof and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe may Aircraft is then be registered as permitted by Section 7(dregistered, (ii) furnish Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to Loan Trustee (which may be a copy of an invoice or purchase order) respecting such Replacement Engine, (iii) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect Loan Trustee's interest therein in the United States, or in such other jurisdiction in which the Engine is then registered, (iv) furnish Lessor Loan Trustee with an opinion of Company's counsel (which may be internal counsel to Company) reasonably satisfactory to Loan Trustee addressed to Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (v) furnish Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of Company) certifying to the reasonable satisfaction of Loan Trustee that such Replacement Engine has a value and utility (without regard to hours or cycles) at least equal to the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (v) furnish Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation required Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), Company will cause to be provided delivered to Loan Trustee an opinion of FAA counsel selected by Lessee pursuant Company reasonably satisfactory to Section 5.06 Loan Trustee if at the time of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or the Aircraft was registered under the laws of the United States (or, if at the direction time of Lessee a xxxx the Event of sale Loss the Aircraft was registered under the laws of another jurisdiction, counsel qualified to opine on matters of registration in form and substance such jurisdiction selected by Company, which counsel shall be reasonably satisfactory to Lessee, evidencing such transfer and (BLoan Trustee) all claims, if any, against third parties, for damage addressed to or loss Loan Trustee as to the due recordation of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.such

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an any Engine under circumstances in which there has not occurred an Event of Loss with respect to the AirframeAirframe upon which such Engine was installed, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor prompt written notice thereof and shall, shall within one hundred twenty thirty (12030) days after the occurrence of such Event of Loss, convey deliver to Lessor a similar or cause to be conveyed to Lessor, better engine of the same make and model number as replacement for the Engine with respect suffering the Event of Loss which engine shall be subject in all respects to which the terms and conditions of this Lease. Such engine shall be free and clear of all Liens, have a value, utility, and useful life at least equal to, and be in as good an operating condition as, the Engine suffering the Event of Loss, assuming such Engine was of the value and utility and in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss occurred, title to an Acceptable Alternate EngineLoss. Prior to or at the time of any such conveyance, Lessee, at its own cost and expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) shall furnish Lessor with such documents to evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine conveyance as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided shall request. Upon full compliance by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and this paragraph, Lessor will transfer to or at the direction of Lessee Lessee, without recourse recourse, representation or warranty (except of any kind whatsoever other than as to absence of Lessor Lessor's Liens) , all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at suffering the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss. SUCH TRANSFER SHALL BE "AS-IS, and such Engine shall thereupon cease WHERE-IS" AND LESSOR SHALL NOT BE DEEMED TO HAVE MADE, AND LESSOR HEREBY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE ENGINE SO TRANSFERRED TO LESSEE other than as to be the Engine leased hereunderLessor's Liens. For all purposes hereof, each Each such replacement engine shall, after such conveyance, conveyance be deemed an "ENGINE" as defined herein and shall be deemed part of the property leased hereunder, and shall be deemed an "Engine"same Aircraft as was the Engine replaced thereby. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction or delay in the payment of Basic RentRent or relieve Lessee of any obligation under this Lease.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty sixty (12060) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to another AlliedSignal LF507 type engine (or engine of the same or another manufacturer of the same, an Acceptable Alternate Engineequivalent or an improved model and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; PROVIDED that all Engines shall be of the same make and model) free and clear of all Liens (other than Permitted Liens, which engine may upon its transfer to Lessor become subject to any and all Permitted Liens) and having a value, utility and remaining useful life at least equal to the Engine subject to such Event of Loss assuming that such Engine had been maintained in accordance with this Lease. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Enginereplacement engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation CodeFederal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "EngineENGINE". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty sixty (12060) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to another [Pratt & Whitney Model PW4168A] [Pratt & Whitney Model PW2040] engixx (xr engine of the same or anoxxxx manxxxxxxxer of the same, an Acceptable Alternate Engineequivalent or an improved model and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that both Engines shall be of the same make and model) free and clear of all Liens (other than Permitted Liens, which engine may upon its transfer to Lessor become subject to any and all Permitted Liens) and having a value, utility and remaining useful life (without regard to hours or cycles) at least equal to the Engine subject to such Event of Loss assuming no Event of Loss had occurred and that such Engine had been maintained in accordance with this Lease. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx bill of sale, in form and substance reasonably satisfactory to LessorLesxxx, with respect to such Acceptable Alternate Enginereplacement engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation CodeFederal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust IndentureIndenture (whether or not the Trust Indenture is then in effect), and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx bill of sale in form and substance reasonably satisfactory to LesseeLessxx, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee Sublessee shall forthwith (and in any event, within fifteen five (5) days after such occurrence) give Sublessor and Head Lessor written notice thereof and shall, use its best efforts within one hundred twenty forty-five (12045) days (and in any event within sixty (60) days) after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessorthe Owner, as replacement for the any Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engineanother General Electric Model CF34-3B1 type engine satisfactory to Sublessor, free and clear of all Liens (other than Permitted Liens, which engine may upon its transfer to the Owner become subject to any and all Permitted Liens) and having a value, utility and remaining useful life (including taking into account its cycle and life-limited parts and its maintenance condition and modification status) at least equal to the Engine subject to such Event of Loss assuming no Event of Loss had occurred and that such Engine had been maintained in accordance with this Sublease. Prior to or at the time of any such conveyance, LesseeSublessee, at its own expense, will will: (i1) furnish Lessor the Owner with a full warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessorthe Owner, with respect to such Acceptable Alternate Engine, replacement engine, (ii2) cause a Lease Supplement and Trust Sublease Supplement to be duly executed by Lessee Sublessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, Federal Aviation Act, (iii3) furnish Sublessor, Head Lessor and the Indenture Trustee with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor Sublessor may reasonably request request, (4) furnish Sublessor, Head Lessor and furnish Lessor the Indenture Trustee with copies an opinion of qualified FAA counsel, as to the due recordation of the documentation required Sublease Supplement and the Head Lease Supplement and the Trust Supplement and all other documents or instruments the recordation of which is necessary to perfect and protect the rights of Sublessor, Head Lessor and Indenture Trustee in the replacement engine, (5) furnish Sublessor, Head Lessor and the Indenture Trustee with an opinion of counsel (which shall be provided chosen by Lessee pursuant Sublessee and satisfactory to Section 5.06 Sublessor, Head Lessor and the Indenture Trustee) reasonably satisfactory to Sublessor, Head Lessor and the Owner Trustee to the effect that (A) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee in connection with such substitution conform to the requirements of the Trust Indenture, the Head Lease and this Sublease, and, upon the basis of such application, the property so sold or disposed of may be lawfully released from the Lien of the Trust Indenture and all conditions precedent in the Trust Indenture provided for or relating to such release have been complied with, (B) the replacement property has been validly subjected to the Lien of the Trust Indenture and covered by the Head Lease and this Sublease, the instruments subjecting such replacement engine to the Head Lease, this Sublease and the Lien of the Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest of the Owner to and the Lien of the Trust Indenture on such replacement engine, and (C) the full warranty xxxx of sale referred to in clause (1) constitutes an effective instrument for the conveyance of title to the replacement engine, (6) cause a financing statement or statements with respect to such substituted property to be filed in such place or places as are deemed necessary or advisable by Sublessor, Head Lessor or the Indenture Trustee, or their respective counsel, to perfect their respective interests in the replacement engine, (7) furnish Sublessor, Head Lessor and the Indenture Trustee with an opinion of counsel (which shall be counsel chosen by Sublessee and acceptable to Sublessor, Head Lessor and the Indenture Trustee) reasonably satisfactory to Sublessor, Head Lessor and the Indenture Trustee to the effect that Sublessor, Head Lessor and the Indenture Trustee will be entitled to the benefits of Section 1110 of the U.S. Bankruptcy Code with respect to the substitute engine, provided that such opinion need not be delivered to the extent that immediately prior to such substitution the benefits of Section 1110 of the U.S. Bankruptcy Code were not, solely by reason of a change in law or governmental interpretation thereof, available to Sublessor and, so long as any Secured Certificates are outstanding, the Indenture Trustee as assignee of Sublessor’s rights under the Head Lease with respect to the Aircraft, (8) furnish Sublessor, Head Lessor and the Indenture Trustee with an officer’s certificate duly executed by the chairman, vice chairman, president, any execute vice president, any senior vice president, or any vice president of Sublessee stating (A) that the replacement engine has at least an equal maintenance status, modification status, value, utility and remaining useful life as the Engine it replaces assuming no Event of Loss had occurred and such Engine had been maintained in the condition required hereunder, (B) each of the conditions specified in this Section 10(b) with respect to such replacement engine have been satisfied and that Sublessee will not be in default, by the making and granting of the request for release and the addition of the replacement engine, in the performance of any of the terms and covenants of this Sublease, (C) a description of the Engine which shall be identified by manufacturer’s serial number, (D) a description of the replacement engine (including the manufacturer’s name and serial number) as consideration for the Engine to be released, (E) that on the date of the Sublease Supplement relating to the replacement engine the Owner will be the legal owner of such replacement engine free and clear of all Liens except Permitted Liens, that such replacement engine will on such date be in good working order and condition and that such replacement engine is substantially the same as or better than the Engine to be released, (F) the maintenance status, modification status, value, utility and remaining useful life of the replacement engine as of the date of such certificate (which shall not be less than the maintenance status, modification status, value, utility and remaining useful life of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained hereunder), (G) that, with respect to the replacement of an Engine pursuant to Section 9(d) hereof, no Event of Default or no Default has occurred which has not been remedied or waived, and (H) that the release of the Engine to be released will not be in contravention of any of the provisions hereof, and (9) assign (or cause to be assigned) to the Owner the benefit of all manufacturer’s and vendor’s warranties generally available with respect to the substituted property in substantially the same manner and to substantially the same extent as pursuant to the Purchase Agreement Assignment, Sublessor will, if the Lien of the Trust Indenture is still in effect, exercise such rights as it may have to cause Head Lessor to comply with the terms of the Trust Indenture relating to the release of the Aircraft from the Lien of the Trust Indenture and will transfer and exercise such rights as it may have to cause the Owner to transfer, to or at the direction of Lessee Sublessee without recourse or warranty (except except, with respect to Head Lessor, as to absence of Head Lessor Liens, including for this purpose Liens which would be Head Lessor Liens but for the proviso in the definition of Head Lessor Liens or, with respect to Sublessor, as to absence of Sublessor Liens, including for this purpose Liens which would be Sublessor Liens but for the proviso in the definition of Sublessor Liens) all of Sublessor’s and Head Lessor's ’s respective right, title and interest, if any, in and to (AI) the Engine with respect to which such Event of Loss occurred and furnish or exercise such rights it may have to cause the Owner to furnish to or at the direction of Lessee Sublessee a xxxx of sale in form and substance reasonably satisfactory to LesseeSublessee, evidencing such transfer and (BII) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased subleased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased subleased hereunder, and shall be deemed an "“Engine"”, as the case may be. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty (120) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx bxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx bxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon As soon as practicable following the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee the Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor the Loan Trustee prompt written notice thereof and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). 69 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, the Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to the Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe may Aircraft is then be registered as permitted by Section 7(dregistered, (ii) furnish the Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to the Loan Trustee (which may be a copy of an invoice or purchase order) in respect of such Replacement Engine, which in the case of any such conveyance to which the Cape Town Convention is applicable shall be in such form as will qualify as “contract of sale” pursuant to Article V of the Aircraft Protocol, and all documents required under the Operative Documents to establish, continue, confirm, register and/or perfect the interests of the Loan Trustee in such Replacement Engine, (iii) cause the sale of such Replacement Engine to the Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of the Loan Trustee with respect to such Replacement Engine, each to be registered on the International Registry as a sale or an International Interest, respectively; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, the Company will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine is then registered, (v) furnish Lessor the Loan Trustee with an opinion of the Company’s counsel (which may be internal counsel to the Company) addressed to the Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish the Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of the Company) certifying that such Replacement Engine has a value and utility (without regard to hours or cycles) at least equal to the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish the Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), the Company will cause to be delivered to the Loan Trustee an opinion of FAA counsel selected by the Company if at the time of the Event of Loss the Aircraft was registered under the laws of the United States (or, if at the time of the Event of Loss the Aircraft was registered under the laws of another jurisdiction, counsel qualified to opine on matters of registration in such jurisdiction selected by the Company, which counsel shall be reasonably satisfactory to the Loan Trustee) addressed 70 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] to the Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to the Company (if occurring after February 28, 2006) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine and the validity and perfection of the security interest in the Replacement Engine granted to the Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of the first sentence of this paragraph, the Loan Trustee shall execute and deliver to the Company an appropriate instrument releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds) and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to the Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant the Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee the Borrower shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor the Lender written notice thereof and shall, within one hundred twenty (120) 60 days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title cause to be subjected to the Lien of this Security Agreement another Pratx & Xhitxxx XX0D-17_ engine, fully Stage III compliant (or an Acceptable Alternate Engineequivalent or an improved model and suitable for installation and use on the Airframe), free and clear of all Liens (other than Permitted Liens) and having a value and utility at least equal to, and being in as good an operating condition as, the Engine subject to such Event of Loss, assuming that said Engine had been maintained in accordance with the terms hereof. Prior to or at the time of any such conveyancesubstitution, Lesseethe Borrower, at its own expense, will will (i) furnish Lessor with cause a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, Supplemental Security Agreement with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement replacement engine to be duly executed by Lessee the Borrower and to be filed for recording pursuant to the Transportation CodeFederal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the related Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, registered, (iiiii) furnish Lessor the Lender with such evidence of the Borrower's title to such replacement engine and of compliance with the insurance provisions of Section 11 Article VI hereof with respect to such replacement engine as Lessor the Lender may reasonably request and request, and (iii) furnish Lessor the Lender with copies a written certificate of the documentation required to be provided Borrower, signed by Lessee pursuant to Section 5.06 a vice president of the Trust IndentureBorrower and an aircraft engineer from the engine manufacturer or, if not available, a comparable engineer, certifying that such replacement engine is a Pratx & Whitney JT8D-17 engine (or an equivalent or an improved model and suitable for installation and use on the Airframe fully compliant with Stage 3), free and clear of all Liens (other than Permitted Liens) and has a value and utility at least equal to, and Lessor will comply is in as good operating condition as, the Engine subject to such Event of Loss (assuming it had been maintained in the condition required hereby), and specifying the number of hours and cycles that such replacement engine then has. Upon compliance by the Borrower with all of the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's rightthis Section 5.02, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the an Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyancesubstitution, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under " hereunder, and the circumstances contemplated Lender shall execute any documents requested by the terms Borrower to release such replaced Engine from the Lien of this paragraph (b) shall result in any reduction in Basic RentSecurity Agreement.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee Sublessee shall forthwith (and in any event, within fifteen five (5) days after such occurrence) give Sublessor and Head Lessor written notice thereof and shall, use its best efforts within one hundred twenty forty-five (12045) days (and in any event within sixty (60) days) after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessorthe Owner, as replacement for the any Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engineanother General Electric Model CF34-3B1 type engine satisfactory to Sublessor, free and clear of all Liens (other than Permitted Liens, which engine may upon its transfer to the Owner become subject to any and all Permitted Liens) and having a value, utility and remaining useful life (including taking into account its cycle and life-limited parts and its maintenance condition and modification status) at least equal to the Engine subject to such Event of Loss assuming no Event of Loss had occurred and that such Engine had been maintained in accordance with this Sublease. Prior to or at the time of any such conveyance, LesseeSublessee, at its own expense, will will: (i1) furnish Lessor the Owner with a full warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessorthe Owner, with respect to such Acceptable Alternate Engine, replacement engine, (ii2) cause a Lease Supplement and Trust Sublease Supplement to be duly executed by Lessee Sublessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, Federal Aviation Act, (iii3) furnish Sublessor and Head Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor Sublessor may reasonably request request, (4) furnish Sublessor and furnish Head Lessor with copies an opinion of qualified FAA counsel, as to the due recordation of the documentation Sublease Supplement and the Head Lease Supplement and the Trust Supplement and all other documents or instruments the recordation of which is necessary to perfect and protect the rights of Sublessor and Head Lessor in the replacement engine, (5) furnish Sublessor and Head Lessor with an opinion of counsel (which shall be chosen by Sublessee and satisfactory to Sublessor and Head Lessor) reasonably satisfactory to Sublessor, Head Lessor and the Owner Trustee to the effect that (A) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited in connection with such substitution conform to the requirements of the Head Lease and this Sublease, (B) the replacement property covered by the Head Lease and this Sublease, the instruments subjecting such replacement engine to the Head Lease and this Sublease, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest of the Owner to such replacement engine, and (C) the full warranty xxxx of sale referred to in clause (1) constitutes an effective instrument for the conveyance of title to the replacement engine, (6) cause a financing statement or statements with respect to such substituted property to be filed in such place or places as are deemed necessary or advisable by Sublessor or Head Lessor, or their respective counsel, to perfect their respective interests in the replacement engine, (7) furnish Sublessor and Head Lessor with an opinion of counsel (which shall be counsel chosen by Sublessee and acceptable to Sublessor and Head Lessor) reasonably satisfactory to Sublessor, Head Lessor to the effect that Sublessor and Head Lessor will be entitled to the benefits of Section 1110 of the U.S. Bankruptcy Code with respect to the substitute engine, provided that such opinion need not be delivered to the extent that immediately prior to such substitution the benefits of Section 1110 of the U.S. Bankruptcy Code were not, solely by reason of a change in law or governmental interpretation thereof, available to Sublessor under the Head Lease with respect to the Aircraft, (8) furnish Sublessor, Head Lessor with an officer’s certificate duly executed by the chairman, vice chairman, president, any execute vice president, any senior vice president, or any vice president of Sublessee stating (A) that the replacement engine has at least an equal maintenance status, modification status, value, utility and remaining useful life as the Engine it replaces assuming no Event of Loss had occurred and such Engine had been maintained in the condition required hereunder, (B) each of the conditions specified in this Section 10(b) with respect to such replacement engine have been satisfied and that Sublessee will not be in default, by the making and granting of the request for release and the addition of the replacement engine, in the performance of any of the terms and covenants of this Sublease, (C) a description of the Engine which shall be identified by manufacturer’s serial number, (D) a description of the replacement engine (including the manufacturer’s name and serial number) as consideration for the Engine to be released, (E) that on the date of the Sublease Supplement relating to the replacement engine the Owner will be the legal owner of such replacement engine free and clear of all Liens except Permitted Liens, that such replacement engine will on such date be in good working order and condition and that such replacement engine is substantially the same as or better than the Engine to be released, (F) the maintenance status, modification status, value, utility and remaining useful life of the replacement engine as of the date of such certificate (which shall not be less than the maintenance status, modification status, value, utility and remaining useful life of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be provided by Lessee maintained hereunder), (G) that, with respect to the replacement of an Engine pursuant to Section 5.06 9(d) hereof, no Event of Default or no Default has occurred which has not been remedied or waived, and (H) that the release of the Trust Indenture, and Lessor Engine to be released will comply with the terms not be in contravention of any of the Trust Indenture provisions hereof, and (9) assign (or cause to be assigned) to the Owner the benefit of all manufacturer’s and vendor’s warranties generally available with respect to the substituted property in substantially the same manner and to substantially the same extent as pursuant to the Purchase Agreement Assignment, Sublessor and will transfer and exercise such rights as it may have to cause the Owner to transfer, to or at the direction of Lessee Sublessee without recourse or warranty (except except, with respect to Head Lessor, as to absence of Head Lessor Liens, including for this purpose Liens which would be Head Lessor Liens but for the proviso in the definition of Head Lessor Liens or, with respect to Sublessor, as to absence of Sublessor Liens, including for this purpose Liens which would be Sublessor Liens but for the proviso in the definition of Sublessor Liens) all of Sublessor’s and Head Lessor's ’s respective right, title and interest, if any, in and to (AI) the Engine with respect to which such Event of Loss occurred and furnish or exercise such rights it may have to cause the Owner to furnish to or at the direction of Lessee Sublessee a xxxx of sale in form and substance reasonably satisfactory to LesseeSublessee, evidencing such transfer and (BII) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased subleased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased subleased hereunder, and shall be deemed an "“Engine"”, as the case may be. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty sixty (12060) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to another AlliedSignal LF507 type engine (or engine of the same or another manufacturer of the same, an Acceptable Alternate Engineequivalent or an improved model and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that all Engines shall be of the same make and model) free and clear of all Liens (other than Permitted Liens, which engine may upon its transfer to Lessor become subject to any and all Permitted Liens) and having a value, utility and remaining useful life (without regard to hours or cycles) at least equal to the Engine subject to such Event of Loss assuming that such Engine had been maintained in accordance with this Lease. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Enginereplacement engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation CodeFederal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.leased

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee the Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor the Loan Trustee prompt written notice thereof within 15 days after the Company has determined that an Event of Loss has occurred with respect to such Engine and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, the Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to the Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe Aircraft may then be registered as permitted by Section 7(dregistered, (ii) furnish the Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to the Loan Trustee (which may be a copy of an invoice or purchase order) respecting such Replacement Engine, (iii) cause the sale of such Replacement Engine to the Company (if occurring after February 28, 2006 and if 20 To be inserted for Airbus aircraft. 21 To be inserted for Boeing and Embraer aircraft. the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of the Loan Trustee with respect to such Replacement Engine, to be registered on the International Registry as a sale or an International Interest; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, the Company will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine may then be registered, (v) furnish Lessor the Loan Trustee with an opinion of counsel to the Company (which may be external counsel or the Company’s General Counsel, Deputy General Counsel or Associate General Counsel or such other internal counsel of the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish the Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of the Company) certifying that such Replacement Engine has a value and utility (without regard to hours or cycles) at least equal to the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish the Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), the Company will cause to be delivered to the Loan Trustee an opinion of counsel to the Company (which may be external counsel or the Company’s General Counsel, Deputy General Counsel or Associate General Counsel or such other internal counsel of the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine, and the validity and perfection of the security interest in the Replacement Engine granted to the Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of this paragraph, the Loan Trustee shall execute and deliver to the Company an appropriate instrument releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of such replaced Engine and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to the Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant the Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss (or an event or circumstance which, with the passage of time, would constitute an Event of Loss) with respect to an Engine the Grantor shall forthwith (and in any event, within ten (10) days after such occurrence) give the Collateral Agent written notice thereof and deposit (or, in the event the Collateral Agent, as sole loss payee, shall receive any such amounts, shall pay over) 100% of the net cash proceeds of any insurance claim, indemnity payments or other amounts received in respect thereof immediately upon receipt of such amounts with the Collateral Agent, which amounts shall, subject to the following, be used to prepay a portion of the Loans in accordance with Section 2.9(d) of the Credit Agreement. Notwithstanding the foregoing, in the case of an Event of Loss with respect to an Engine under circumstances in which there has not occurred prior to the occurrence of an Event of Loss with respect to Default, or an event under Section 7.1(a) or 7.1(b) of the AirframeCredit Agreement which upon notice or lapse of time or both would constitute an Event of Default, Lessee shall forthwith (and in any eventthe Grantor may, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty (120) days after on the date of receipt of the net cash proceeds from the occurrence of such Event of Loss, convey notify the Collateral Agent that the Grantor intends to apply such net cash proceeds to replace such Engine, and within two (2) Business Days of such date, the Grantor shall use commercially reasonable efforts to cause the Insurance Broker to wire (or cause to be conveyed the extent that the Insurance Broker will not wire such funds, the Grantor shall wire) such net cash proceeds necessary to Lessorreplace such Engine to an account established and maintained by the Collateral Agent in its name at a banking institution or trust company designated by the Collateral Agent (the “Replacement Account”) (it being understood and agreed that the Collateral Agent shall have the sole right to direct the disposition of the funds in the Replacement Account). The Grantor may substitute an engine that is reasonably satisfactory to the Collateral Agent, as replacement for which has a CMV at least equal to the CMV of the Engine with respect subject to which the Event of Loss prior to such Event of Loss, free and clear of all Liens (other than Permitted Liens) in order that such engine shall be subjected to the Lien of this Mortgage. Such Replacement Engine shall have at least the value, utility and remaining useful life and shall be in as good an operating condition as the Engine subject to such Event of Loss occurred(assuming that such Engine had been maintained in accordance with the terms of this Mortgage), title and such Replacement Engine shall be of the same or improved make and model as the Engine being replaced. Any insurance proceeds, indemnity payments or other amounts received during the aforementioned periods in the Replacement Account (the “Engine Replacement Proceeds”) shall be held by the Collateral Agent in the Replacement Account for a period of thirty (30) days after receipt thereof. So long as the above conditions and the conditions precedent specified below have been satisfied, the Collateral Agent shall wire the Engine Replacement Proceeds to the Grantor or its designee upon such replacement. To the extent that the Engine Replacement Proceeds are not paid to the Grantor or its designee in connection with an Acceptable Alternate Engineengine replacement within thirty (30) days after receipt thereof by the Collateral Agent, the Engine Replacement Proceeds shall be used to prepay a portion of the Loans in accordance with Section 2.9(d) of the Credit Agreement. Prior In addition, the Grantor’s right to or make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the time Grantor’s sole cost and expense and the Collateral Agent agrees to make reasonable efforts to cooperate with the Grantor to the extent reasonably necessary to enable it to timely satisfy such conditions: (a) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of any such conveyance, Lessee, at its own expense, will each shall be delivered to the Collateral Agent: (i) furnish Lessor a Mortgage Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to Title 49 or such other applicable Law of the jurisdiction other than the United States in which the aircraft of which such Replacement Engine is a part is registered, as the case may be; (ii) an officer’s certificate of the Grantor stating that each of the conditions with respect to such Replacement Engine have been satisfied; (iii) UCC financing statements covering the security interests created by this Mortgage (and any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such aircraft may be registered) as are deemed necessary or desirable by counsel for the Collateral Agent to protect the security interests of the Collateral Agent in the Replacement Engine; (iv) a warranty (as certificate, reasonably satisfactory to title) xxxx of salethe Collateral Agent, in form and substance reasonably satisfactory to Lessorsubstance, with respect of a qualified independent aircraft appraiser certifying that such Replacement Engine has at least the value, utility and remaining useful life and is in as good an operating condition as the Engine subject to such Acceptable Alternate Event of Loss (assuming that such Engine had been maintained in accordance with the terms of this Mortgage); and that the Replacement Engine is of the same or improved make and model as initially mortgaged hereunder; (v) upon request by the Collateral Agent, the Grantor shall furnish the Collateral Agent with (1) upon recordation, an opinion of qualified FAA counsel, as to the due recordation of the Mortgage Supplement as a first priority Lien on the Replacement Engine, stating that the Replacement Engine is free from Liens of records (iiexcept Permitted Liens), and (2) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 2.03 hereof with respect to such replacement engine Replacement Engine as Lessor the Collateral Agent may reasonably request and furnish Lessor with copies request; and (vi) the Grantor shall have delivered to the Collateral Agent (1) a copy of the documentation required to be provided by Lessee pursuant to Section 5.06 xxxx of sale respecting such Replacement Engine or other evidence of the Trust IndentureGrantor’s ownership of such Replacement Engine, reasonably satisfactory to the Collateral Agent and Lessor will comply with (2) appropriate instruments assigning to the terms of Collateral Agent the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interestbenefits, if any, in of all manufacturer’s and vendor’s warranties generally available and permitted to be assigned by the Grantor with respect to such Replacement Engine; (b) registrations (which may, at a Collateral Agent’s request, include the registration of a prospective international interest) covering the Replacement Engine shall be made with the International Registry covering (A) the Engine with respect to which international interest evidenced by this Mortgage and (B) the “contract of sale” (as such Event of Loss occurred and furnish to or at term is used in the direction of Lessee Cape Town Convention) evidenced by a xxxx of sale delivered pursuant to clause (a)(vi) above; and (c) the Grantor shall have satisfied any additional conditions to replacement as shall reasonably be specified by the Collateral Agent, acting reasonably (including, without limitation, the delivery of a satisfactory appraisal in form relation to any Replacement Engine), at the Grantor’s sole cost and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunderexpense. For all purposes hereof, each such replacement engine shall, after such conveyance, Replacement Engine shall be deemed part to be subjected to the Lien of the property leased hereunder, this Mortgage and shall be deemed an "“Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent”.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty sixty (12060) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to another AlliedSignal LF507 type engine (or engine of the same or another manufacturer of the same, an Acceptable Alternate Engineequivalent or an improved model and suitable for installation and use on the Airframe without impairing the value, utility or remaining useful life of the Aircraft; provided that all Engines shall be of the same make and model) free and clear of all Liens (other than Permitted Liens, which engine may upon its transfer to Lessor become subject to any and all Permitted Liens) and having a value, utility and remaining useful life (without regard to hours or cycles) at least equal to the Engine subject to such Event of Loss assuming no Event of Loss had occurred and that such Engine had been maintained in accordance with this Lease. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Enginereplacement engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation CodeFederal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust IndentureIndenture (whether or not the Trust Indenture is then in effect), and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee relevant Airframe the Company shall forthwith (and and, in any event, within fifteen ten (10) days after such occurrence) give Lessor the Mortgagee written notice thereof and shall, within one hundred twenty sixty (12060) days after the occurrence of such Event of Loss (or in the case of an Event of Loss described in clause (iv) of the definition thereof, within ninety (90) days after the Responsible Officer has received actual knowledge of such Event of Loss), convey or (A) cause to be conveyed subject to Lessorthe Lien of this Mortgage, either by purchasing or allocating hereto from engines owned by the Company, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior Engine free and clear of all Liens (other than Permitted Liens) and having a value, utility and remaining useful life at least equal to, and having been maintained in the same manner as, the Engine subject to or at the time such Event of any Loss (assuming that such conveyance, Lessee, Engine had been maintained in accordance with this Mortgage) and (B) at its own expense, will expense (i) furnish Lessor with to the Mortgagee a copy of a full warranty (as to title) xxxx bxxx of sale, in form and substance reasonably satisfactory to Lessorthe Mortgagee, with respect to such Acceptable Alternate Enginereplacement engine, (ii) execute a Mortgage Supplement and record such Mortgage Supplement pursuant to the Federal Aviation Act and cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and financing statement or statements or other requisite documents of a similar nature to be filed for recording in such place or places as necessary in order to perfect the security interests therein created by or pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreementthis Mortgage, (iii) furnish Lessor the Mortgagee with such evidence of the Company's title to such replacement engine and compliance with the insurance provisions of Section 11 Article V hereof with respect to such replacement engine as Lessor the Mortgagee may reasonably request request, and furnish Lessor with copies (iv) provide to Mortgagee an opinion of the Company's counsel to the effect that the Company holds good title to the replacement engine free and clear of all Liens (other than Permitted Liens permitted by subclause (i) (solely for Taxes not yet due) of clause (d) of the definition of the term "Permitted Liens") and all of the documentation required to be provided by Lessee it pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale 4.1 reasonably satisfactory in form and substance reasonably satisfactory to Lessee, evidencing such transfer the Mortgagee and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine"Lenders. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) Section 4.2 shall result in any reduction in Basic Rentaffect the obligation of the Company to pay all installments of principal of, or interest on, the Loans as and when due thereunder. For all purposes hereof, each such replacement engine shall be deemed part of the Mortgaged Property hereunder, and shall be deemed an "Engine."

Event of Loss with Respect to an Engine. Upon the occurrence of --------------------------------------- an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee Owner shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor the Indenture Trustee written notice thereof and shall, within one hundred twenty sixty (12060) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to substitute an Acceptable Alternate Engine. Prior to or at the time Engine free and clear of any such conveyance, Lessee, at its own expense, will all Liens (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor than Permitted Liens) all of Lessor's rightin as good an operating condition as, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of LossLoss and cause such Acceptable Alternate Engine to be subjected to the Lien of this Agreement. The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's sole cost and expense and the Indenture Trustee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions: (i) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of each shall be delivered to the Indenture Trustee: (A) an Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Federal Aviation Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine shall thereupon cease is a part is registered in accordance with Section 4.01(a)(3), as the case may be; [Trust Indenture and Mortgage ([_________])] (B) a full warranty xxxx of sale (as to title) covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Indenture Trustee); and (C) Uniform Commercial Code financing statements covering the security interests created by this Agreement (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Indenture Trustee to protect the security interests of the Indenture Trustee in the Replacement Engine; (ii) the Owner shall cause to be delivered to the Indenture Trustee, if requested by it, an opinion of counsel (which may be Owner's General Counsel) to the effect that the Lien of this Agreement continues to be in full force and effect with respect to the Replacement Engine; and (iii) the Owner shall deliver to the Indenture Trustee an officer's certificate stating that in the opinion of such signer, all conditions precedent provided for in this Section 5.01(b) relating to such replacement have been complied with. Upon satisfaction of all conditions to such substitution, (x) the Indenture Trustee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine leased hereunderfrom the Lien of this Agreement, (y) the Indenture Trustee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds and proceeds in respect of any Event of Loss giving rise to such replacement. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part to be subjected to the Lien of the property leased hereunder, this Agreement and shall be deemed an "Engine.". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon Notwithstanding ---------------------------------------- anything in (a) above to the contrary, upon the occurrence of an Event of Loss with respect to an Engine whether or not said Engine is then installed on the Airframe under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee directly, or by any Permitted Sublessee, shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor and Lender, if any, prompt written notice thereof and shall, within one hundred twenty thirty (12030) days after the occurrence of such Event of Loss, duly convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea similar engine of the same make and model number as that suffering the Event of Loss, free and clear of all Liens and having a value and utility at least equal to, and being in as good operating condition as, the Engine with respect to which such Event of Loss occurred, assuming such Engine was of the value and utility and in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such documents to evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine conveyance as Lessor may shall reasonably request request, including, without limitation, a xxxx of sale and furnish Lessor with copies opinion of the documentation required to be provided counsel. Upon full compliance by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and this Section 13(b), Lessor will transfer to or at the direction of Lessee without recourse or warranty (except as title to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing occurred. such transfer and (B) all claims, if any, against third parties, for damage to or loss shall furthermore be made in accordance with the provisions of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunderSection 22(h). For all purposes hereof, each such replacement engine Engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine"" as defined herein and shall be deemed part of the Aircraft. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (bSection 13(b) shall result in any reduction in or delay in payment of Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances Engine, the Company shall promptly (and in which there has not occurred any event within ten (10) Business Days after such occurrence) give the Security Trustee written notice of such Event of Loss. The Company shall, within thirty (30) days after the occurrence of an Event of Loss with respect to an Engine give the AirframeSecurity Trustee written notice of its election to perform one of the following options (it being agreed that, Lessee if the Company shall forthwith not have given notice of such election within such 30-day period, the Company shall be deemed to have elected the option in clause (i) of the next sentence). The Company may elect either to (i) repay a principal amount of the Loan in an amount equal to the Stipulated Loss Value of such Engine (or Termination Value of such Engine, if Section 3.04(h)(3)(ii) of the Senior Mortgage is applicable), plus accrued interest thereon and any other amounts in accordance with Section 1.1(d) of the Loan Agreement (or, if the Lien of the Senior Mortgage has been discharged, pay to the Security Trustee, to be held by the Security Trustee as cash collateral under this Mortgage, an amount equal to the Stipulated Loss Value of such Engine, or Termination Value of such Engine if Section 3.04(i)(3)(ii) hereof is applicable), on or prior to the earlier of (A) the sixty-first (61st) day following the Event of Loss and (B) the third Business Day following the receipt of insurance proceeds with respect to such occurrence (but in any eventevent not earlier than the date of the Company's election under the preceding sentence of this Section to make payment under this clause (i)), within fifteen days after such occurrenceor (ii) give Lessor written notice cause to be subjected to the Lien of this Mortgage in replacement thereof and shall, within one hundred twenty not later than the sixtieth (12060th) days after day following the occurrence of such Event of Loss, convey a Replacement Engine, owned by the Company and free and clear of all Liens except Permitted Liens; provided that if the Company does not perform its obligation to effect such replacement in accordance with this Section 3.04(a) during the period of time provided herein, then the Company shall be deemed to have elected to make the payment contemplated by clause (i) of this sentence within the period of time specified therein. The Company shall not be entitled to elect the replacement option pursuant to clause (ii) of the preceding sentence if, at the time the Company gives notice pursuant to the preceding sentence there shall have occurred and be continuing a Special Default or cause to be conveyed to Lessor, as replacement an Event of Default. A Replacement Engine for the an Engine with respect to which such suffering an Event of Loss occurredmust meet each of the following conditions: (1) be of the same model as the Engine to be replaced thereby, title or an improved model, manufactured by the same Engine Manufacturer; (2) have a value, utility and remaining useful life at least equal to an Acceptable Alternate Engine. Prior and be in at least as good operating condition as, the Engine to be replaced thereby (assuming that such Engine was of the value and utility and in the condition and repair required by the terms hereof immediately prior to the occurrence of the Event of Loss); and (3) have been first placed in service after October 22, 1994, or, if different, meet whatever conditions or at requirements as may be required in order for the time Security Trustee to be entitled to the benefits of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx Section 1110 of sale, in form and substance reasonably satisfactory to Lessor, the Bankruptcy Code with respect to such Acceptable Alternate Engine, (ii) cause Replacement Engine in the event of a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to case under Chapter 11 of the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction Bankruptcy Code in which the Airframe may then be registered as permitted by Section 7(dCompany is a debtor; provided, however, that the requirement set forth in this subclause (3) of the Participation Agreement, shall not apply (iiiA) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required first Engine to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such suffer an Event of Loss, and such Engine shall thereupon cease or (B) if, after giving effect to be the replacement of the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of suffering the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms Replacement Engine proposed by the Company, the ratio (both by number of Engines and by value) of Engines for which the Security Trustee is entitled to the benefits of Section 1110 of the Bankruptcy Code in the event of a case under Chapter 11 of the Bankruptcy Code in which the Company is a debtor to all Engines then subject to the Lien of this paragraph (b) shall result in any reduction in Basic RentMortgage is equal to or greater than the ratio of the Specified Engines to all Engines subject to the Lien of this Mortgage as of the Closing Date.

Event of Loss with Respect to an Engine. Upon the occurrence of If an Event of Loss occurs with respect to an Engine Engine, under circumstances in which there has not occurred constituting an Event of LATAM Shared Terms 19 Loss with respect to the AirframeAircraft, then: (1) unless prior to such date the circumstances giving rise to such Event of Loss have ceased to exist, Lessee shall forthwith (and in any eventwill, within fifteen 90 days after (or such occurrencelonger period as may be agreed by Lessor and Lessee) give Lessor written notice thereof and shall, within one hundred twenty (120) days after the occurrence of such Event of LossLoss (or, if earlier, the date of expiration or termination of the Lease Term), convey or cause to be conveyed to LessorOwner with full title guarantee, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate a Replacement Engine. Prior to or at , free and clear of all Liens (other than Permitted Liens). (2) At the time of any such conveyanceconveyance of a Replacement Engine, Lessee, at its own expense, Lessee will comply with each of the following requirements: (ia) furnish Lessor Furnish Owner with a full warranty (as to title) xxxx bill of sale, in form and substance reasonably satisfactory to Owner, conveying legal and beneficial title to Owner of such Replacement Engine, free of Liens (other than Permitted Liens), execute a supplement subjecting such Replacement Engine to the Aircraft Lease Agreement and furnish such evidence and opinions relating to the transfer of title to such Replacement Engine and the effectiveness of such supplement as Owner or Lessor may reasonably request. (b) File such instruments as are necessary or advisable in Owner’s or Lessor’s reasonable opinion to establish and protect the interests of Owner, Lessor and each Financing Party in any such Replacement Engine (whether under the Cape Town Agreements or otherwise). (c) Assign to Owner the benefit of all manufacturers’ and vendors’ warranties with respect to such Acceptable Alternate Replacement Engine, if any. (d) Furnish (i) an opinion of independent legal or tax counsel, reasonably acceptable to Lessor, that neither Owner nor Lessor will experience any adverse tax consequences in connection with such replacement (including the title transfer of the Engine and the Replacement Engine) and (ii) cause a Lease Supplement evidence that Lessee has paid any Taxes assessed, accrued or imposed on or in connection with such replacement (including the title transfer of the Engine and Trust Supplement to be duly executed the Replacement Engine). (3) Upon compliance by Lessee with the requirements of this Section 10.4, Lessor will, at the same time as title to a Replacement Engine is conveyed to Owner, upon the joint written request of Xxxxxx and to be filed for recording pursuant each insurer which contributed to the Transportation Code, or the applicable laws, rules and regulations payment of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof Insurance proceeds with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required lost Engine, convey or cause to be provided by Lessee pursuant conveyed to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer Person designated in such request title to or at the direction of Lessee such Engine without recourse or warranty (except as to absence of all rights of Owner and Lessor and all Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event the disclaimer set forth in Section 3 of LossPart II of Schedule 1 to the Aircraft Lease Agreement, and such Engine shall will thereupon cease to be the an Engine leased hereunder. For under the Aircraft Lease Agreement and, for all purposes hereofof the Operative Documents, each such replacement engine shall, after such conveyance, the conveyed Replacement Engine will be deemed part of the property leased hereunderunder the Aircraft Lease Agreement, and shall will be deemed an "“Engine". No .” (4) no Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall will result in any reduction in Basic or abatement of Rent. (5) If the insurance proceeds in respect of such Event of Loss are received by Lessor or its nominee before Lessee purchases a Replacement Engine, then such proceeds shall be applied towards the purchase price of such Replacement Engine.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under --------------------------------------- circumstances in which there has not occurred an Event of Loss with respect to the an Airframe, Lessee the Borrower shall forthwith give the Administrative Agent, the Collateral Agent and the Lender written notice thereof (and but in any event, event within fifteen ten days after of such occurrence) give Lessor written notice thereof and shall, within one hundred twenty (120) 60 days after the occurrence of such Event of Loss (or, in the case of an Event of Loss described in clause (vi) of the definition thereof, within 90 days after the Chief Financial Officer, Treasurer, any Vice President or other officer of the Borrower elected by the Borrower's Board of Directors has received actual knowledge of such Event of Loss, convey or cause to be conveyed to Lessor), as replacement for the Engine with respect to which such Event of Loss occurred, title subject to the Lien of this Mortgage another CFM International, Inc. Model CFM56-5B5/P engine (or an Acceptable Alternate Engineengine of the same manufacturer of an equivalent or an improved model and suitable for installation and use on the Airframes and compatible with the other Engines mortgaged hereunder) free and clear of all Liens (other than Inchoate Liens) and having a value and utility at least equal to, and being in as good an operating condition, as the Engine subject to such Event of Loss, assuming such Engine was maintained in accordance with the provisions of this Mortgage. Prior to or at the time of any such conveyance, Lessee, at its own expense, the Borrower will (i) furnish Lessor with cause a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, Mortgage Supplement with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and to be filed for recording pursuant to the Transportation CodeFederal Aviation Act, (ii) furnish the Administrative Agent and Collateral Agent with an opinion of the Borrower's counsel to the effect that such Replacement Engine is owned by Borrower free and clear of all Liens (other than Inchoate Liens), and that upon execution and filing of the Mortgage Supplement or other required document the applicable lawsReplacement Engine will be subject to the Lien of the Mortgage on a first priority and perfected basis; provided that, rules and regulations in the case of any other jurisdiction such Lien which ranks on par with or ahead in which priority to the Airframe may then be registered as permitted by Section 7(d) Lien of the Participation AgreementMortgage, the Borrower may satisfy the foregoing requirement if the Borrower shall have provided a bond or other security in respect of such Lien in an amount and under terms reasonably satisfactory to the Administrative Agent at the direction of the Lender, (iii) furnish Lessor a certificate signed by a duly authorized officer of the Borrower stating with respect to any Replacement Engine: (1) a description of the Engine suffering the Event of Loss, which shall be identified by manufacturer's serial number; (2) a description of the Replacement Engine (including the manufacturer's name and serial number); (3) that on the date of the Mortgage Supplement relating to the Replacement Engine the Borrower will be the owner of such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will be on such date in good working order (subject to maintenance permitted or required by this Mortgage) and condition and that such Replacement Engine is of the same or an improved model of the Engine; and (4) that each of the conditions specified in this Section 5.02 and Section 10.01 with respect to such Replacement Engine has been satisfied and (iv) furnish the Administrative Agent and the Collateral Agent with such evidence of compliance with the insurance provisions of Section 11 Article VI hereof with respect to such replacement engine Replacement Engine as Lessor the Administrative Agent or the Collateral Agent may reasonably request and furnish Lessor request. Upon compliance by the Borrower with copies all of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture this Section 5.02 and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor LiensSection 13(a) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and Credit Agreement such Engine shall thereupon cease to be the an Engine leased secured hereunder. For all purposes hereof, each such replacement engine Replacement Engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent" hereunder.

Event of Loss with Respect to an Engine. Upon As soon as practicable following the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee the Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor the Loan Trustee prompt written notice thereof and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, the Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to the Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe may Aircraft is then be registered as permitted by Section 7(dregistered, (ii) furnish the Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to the Loan Trustee (which may be a copy of an invoice or purchase order) in respect of such Replacement Engine, which in the case of any such conveyance to which the Cape Town Convention is applicable shall be in such form as will qualify as “contract of sale” pursuant to Article V of the Aircraft Protocol, and all documents required under the Operative Documents to establish, continue, confirm, register and/or perfect the interests of the Loan Trustee in such Replacement Engine, (iii) cause the sale of such Replacement Engine to the Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of the Loan Trustee with respect to such Replacement Engine, each to be registered on the International Registry as a sale or an International Interest, respectively; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, the Company will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine is then registered, (v) furnish Lessor the Loan Trustee with an opinion of the Company’s counsel (which may be internal counsel to the Company) addressed to the Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish the Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of the Company) certifying that such Replacement Engine has a value and utility (without regard to hours or cycles) at least equal to the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish the Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), the Company will cause to be delivered to the Loan Trustee an opinion of FAA counsel selected by the Company if at the time of the Event of Loss the Aircraft was registered under the laws of the United States (or, if at the time of the Event of Loss the Aircraft was registered under the laws of another jurisdiction, counsel qualified to opine on matters of registration in such jurisdiction selected by the Company, which counsel shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to the Company (if occurring after February 28, 2006) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine and the validity and perfection of the security interest in the Replacement Engine granted to the Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of the first sentence of this paragraph, the Loan Trustee shall execute and deliver to the Company an appropriate instrument releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of such replaced Engine and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to the Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant the Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. Upon the occurrence of --------------------------------------- an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty (120) forty-five days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor (or, so long as the Japanese Lease is in effect, cause legal title to be conveyed to the Primary Lessor, subject to the rights of Lessee under the Japanese Lease and Lessor under the Japanese Lease Assignment), as replacement for the Engine with respect to which such Event of Loss occurred, title to another United Technologies Corporation, Xxxxx & Xxxxxxx Group, Model PW4056 engine (or engine of the same or another manufacturer of the same, an Acceptable Alternate Engineequivalent or an improved model and suitable for installation and use without any retrofitting on the Airframe) free and clear of all Liens (other than Permitted Liens, which engine may upon its transfer to Lessor (or, so long as the Japanese Lease is in effect, the transfer of legal title to the Primary Lessor, subject [First Amended and Restated Lease Agreement (1989 I)] to the rights of Lessee under the Japanese Lease and Lessor under the Japanese Lease Assignment) become subject to any and all Permitted Liens) and having a value and utility at least equal to, and being in as good an operating condition as and having been maintained in the same manner as, the Engine subject to such Event of Loss (assuming that such Engine had been maintained in accordance with this Lease). Lessor shall, at Lessee's sole expense, take all actions required to terminate the Japanese Lease with respect to such Engine and to replace such Engine pursuant to the terms of the Japanese Lease. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor (with a copy to the Indenture Trustee) with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Owner Participant (or so long as the Japanese Lease is in effect, to Primary Lessor), with respect to such Acceptable Alternate Enginereplacement engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation CodeFederal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreementregistered, (iii) furnish Lessor Owner Participant (with a copy to the Indenture Trustee) with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor Owner Participant may reasonably request request, (iv) provide the Lessor, the Owner Participant and furnish the Indenture Trustee with an opinion of Lessee's counsel to the effect that title to such replacement engine has been duly conveyed to the Lessor with copies (or, so long as the Japanese Lease is in effect, to the Primary Lessor, subject to the Japanese Lease) free and clear of all Liens except Permitted Liens, that such replacement engine is duly subject to the Lien of the Trust Indenture and as to such other matters as may be reasonably requested by Owner Participant, and (v) provide to the Owner Participant the documentation required to be provided by Lessee Lessor pursuant to Section 5.06 5.01 of the Trust IndentureIndenture satisfactory in form and substance to Owner Participant, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens (including for this purpose Liens that would be Lessor Liens but for the proviso to the definition of Lessor Liens)) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third partiesparties (other than Lessor's or the Owner Participant's insurers under policies independently maintained at its own expense in accordance with Section 11(e) hereof), for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the an Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". ." No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an any Engine under circumstances in which there has not occurred an Event of Loss with respect to the AirframeAirframe upon which such Engine was installed, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) will give Lessor prompt written notice thereof and shallwill, within one hundred twenty thirty (12030) days after the occurrence of such Event of Loss, convey or cause to be conveyed Lessor title to Lessor, an engine that is (i) the same make and model number as replacement for the Engine with respect suffering the Event of Loss, (ii) free and clear of all Liens, (iii) of a value, utility, and useful life at least equal to, and be in as good an operating condition as, the Engine suffering the Event of Loss, assuming such Engine was of the value and utility and in the condition and repair required by the terms hereof immediately prior to which the occurrence of such Event of Loss occurred, title to an Acceptable Alternate EngineLoss. Prior to or at the time of any such conveyance, Lessee, at its own sole cost and expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such documents to evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine conveyance as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided requests. Upon full compliance by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and this paragraph, Lessor will transfer to or at the direction of Lessee Lessee, without recourse recourse, representation or warranty (except of any kind whatsoever, other than as to absence of Lessor Lessor’s Liens) , all of Lessor's ’s right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at suffering the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss. SUCH TRANSFER WILL BE ON AN “AS-IS, and such Engine shall thereupon cease to be the Engine leased hereunderWHERE-IS” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY BY LESSOR (OTHER THAN AS TO LESSOR’S LIENS) AS TO THE ENGINE SO TRANSFERRED TO LESSEE. For all purposes hereof, each such Each replacement engine shallwill, after such conveyance, be deemed an “Engine” as defined herein and will be deemed part of the property leased hereundersame Aircraft as was the replaced Engine. In connection with any replacement of an Engine pursuant to this Section 13(b) Lessee will enter into a supplement to this Lease identifying the replacement engine, subjecting such engine to this Lease and providing for an International Interest in favor of the Lessor and Lessee shall effect the registration of such International Interest and the xxxx of sale transferring title in such replacement engine to Lessor with the International Registry, and shall be deemed an "Engine"take such other action and make such filings as reasonably requested by Lessor to register, protect, preserve and perfect its interests in and relating to such replacement engine. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall will result in any reduction or delay in the payment of Basic RentRent or relieve Lessee of any obligation under this Lease.

Event of Loss with Respect to an Engine. Upon As soon as practicable following the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor Loan Trustee prompt written notice thereof and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe may Aircraft is then be registered as permitted by Section 7(dregistered, (ii) furnish Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership in form reasonably satisfactory to Loan Trustee (which may be a copy of an invoice or purchase order) in respect of such Replacement Engine, which in the case of any such conveyance to which the Cape Town Convention is applicable shall be in such form as will qualify as “contract of sale” pursuant to Article V of the Aircraft Protocol, and all documents required under the Operative Documents to establish, continue, confirm, register and/or perfect the interests of Loan Trustee in such Replacement Engine, (iii) cause the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of Loan Trustee with respect to such Replacement Engine, each to be registered on the International Registry as a sale or an International Interest, respectively; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, Company will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine is then registered, (v) furnish Lessor Loan Trustee with an opinion of Company’s counsel (which may be internal counsel to Company) addressed to Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of Company) certifying that such Replacement Engine has a value and utility (without regard to hours or cycles) at least equal to the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), Company will cause to be delivered to Loan Trustee an opinion of FAA counsel selected by Company if at the time of the Event of Loss the Aircraft was registered under the laws of the United States (or, if at the time of the Event of Loss the Aircraft was registered under the laws of another jurisdiction, counsel qualified to opine on matters of registration in such jurisdiction selected by Company, which counsel shall be reasonably satisfactory to Loan Trustee) addressed to Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to Company (if occurring after February 28, 2006) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine and the validity and perfection of the security interest in the Replacement Engine granted to Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of the first sentence of this paragraph, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of such replaced Engine and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. Upon any Event of Loss with respect to an Engine not then installed on the Aircraft, or an Event of Loss with respect to only an Engine installed on the Aircraft not involving an Event of Loss to the Aircraft, LESSEE shall give LESSOR prompt written notice thereof and LESSEE shall replace such Engine as soon as reasonably possible after such Event of Loss by duly conveying to LESSOR, as a replacement for such Engine, title to another engine owned by LESSEE (a "Replacement Engine"), which Replacement Engine shall be free and clear of all Liens and shall have a value and utility at least equal to, and be in as good operating condition as, the Engine which sustained such Event of Loss (assuming the Engine which sustained such Event of Loss was maintained in the condition in which LESSEE was required to maintain such Engine pursuant to this Lease). Such Replacement Engine, after approval and acceptance by LESSOR, shall be deemed an "Engine" as defined herein. LESSEE agrees to take such action as LESSOR may reasonably request in order that any such Replacement Engine shall be duly and properly leased hereunder to the same extent as the Engine subject to the Event of Loss and shall be titled in LESSOR. Upon request by LESSOR, LESSEE shall cause to be delivered to LESSOR an opinion of FAA counsel (to be provided at LESSEE's expense) as to the lien free status of such engine along with an opinion of FAA counsel that such replacement engine has been made subject to this Lease. LESSEE's obligation to pay Rent hereunder shall continue in full force and effect regardless of the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event Engine, but LESSEE shall be entitled to be reimbursed by LESSOR the amount of Loss insurance or condemnation proceeds, if any, received by LESSOR with respect to such Engine. Upon receipt of title by LESSOR to the AirframeReplacement Engine as hereinabove provided, Lessee LESSOR shall forthwith convey to LESSEE, free and clear of all Liens (and in any eventexcept, within fifteen days after such occurrence) give Lessor written notice thereof and shallsubject to the rights of the insurers), within one hundred twenty (120) days after title to the occurrence of Engine which sustained such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an any Engine under circumstances in which there has not occurred an Event of Loss with respect to the AirframeAirframe upon which such Engine was Installed, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) will give Lessor prompt written notice thereof and shallwill, within one hundred twenty thirty (12030) days after the occurrence of such Event of Loss, convey or cause to be conveyed Lessor title to Lessor, an engine that is (i) the same make and model number as replacement for the Engine with respect suffering the Event of Loss, (ii) free and clear of all Liens, (iii) of a value, utility, and useful life at least equal to, and be in as good an operating condition as, the Engine suffering the Event of Loss, assuming such Engine was of the value and utility and in the condition and repair required by the terms hereof immediately prior to which the occurrence of such Event of Loss occurred, title to an Acceptable Alternate EngineLoss. Prior to or at the time of any such conveyance, Lessee, at its own sole cost and expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such documents to evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine conveyance as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided requests. Upon full compliance by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and this paragraph, Lessor will transfer to or at the direction of Lessee Lessee, without recourse recourse, representation or warranty (except of any kind whatsoever, other than as to absence of Lessor Lessor’s Liens) , all of Lessor's ’s right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at suffering the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss. SUCH TRANSFER WILL BE ON AN “AS-IS, and such Engine shall thereupon cease to be the Engine leased hereunderWHERE-IS” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY BY LESSOR (OTHER THAN AS TO LESSOR’S LIENS) AS TO THE ENGINE SO TRANSFERRED TO LESSEE. For all purposes hereof, each such Each replacement engine shallwill, after such conveyance, be deemed an “Engine” as defined herein and will be deemed part of the property leased hereundersame Aircraft as was the replaced Engine. In connection with any replacement of an Engine pursuant to this Section 13(b) Lessee will enter into a supplement to this Lease identifying the replacement engine, subjecting such engine to this Lease and providing for an International Interest in favor of the Lessor and Lessee shall effect the registration of such International Interest and the xxxx of sale transferring title in such replacement engine to Lessor with the International Registry, and shall be deemed an "Engine"take such other action and make such filings as reasonably requested by Lessor to register, protect, preserve and perfect its interests in and relating to such replacement engine. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall will result in any reduction or delay in the payment of Basic RentRent or relieve Lessee of any obligation under this Lease.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty (120) 30 days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate EngineEngine free and clear of all Liens (other than Permitted Liens, which engine may upon its transfer to Lessor become subject to any and all Permitted Liens). Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Indenture Supplement to be duly executed by Lessee or Lessor, as the case may be, and to be filed for recording pursuant to the Transportation CodeFederal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered and cause a financing statement or statements or other requisite documents (including precautionary lease financing statements) to be filed in such place or places as permitted necessary in order to perfect the security interests therein created by Section 7(d) of or pursuant to the Participation AgreementTrust Indenture (or, with regard to the precautionary lease financing statements, pursuant to this Lease), (iii) furnish Lessor with such evidence of Lessee's title to such Acceptable Alternate Engine (with respect to any Acceptable Alternate Engine owned by Lessee at the time of such substitution) and compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine Acceptable Alternate Engine as Lessor may reasonably request request, and furnish Lessor with copies (iv) provide to Lessor, Owner Participant and Mortgagee all of the documentation required to be provided by Lessee it pursuant to Section 5.06 5.6 of the Trust IndentureIndenture satisfactory in form and substance to each of them, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens (including for this purpose Liens that would be Lessor Liens but for the proviso to the definition of Lessor Liens)) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the an Engine leased hereunder. For all purposes hereof, each such replacement engine Acceptable Alternate Engine substituted hereunder shall, after such conveyance, be deemed part -37- of the property leased hereunder, and shall be deemed an "Engine". ." No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances not then installed on the Airframe, or in which there has the Event of Loss with respect to an Engine installed on the Airframe but not occurred involving an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor prompt written notice thereof and Lessee shall, as promptly as possible and in any event within one hundred twenty seventy-five (12075) days after the occurrence of such Event of Loss, duly convey or cause to be conveyed to Lessor, as a replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior another CFM International Model CFM56-7B24 engine owned by Lessee free and clear of all Liens and having a value, utility, modification status and useful life at least equal to, and being in as good operating condition (including the incorporation of all airworthiness directives and service bulletins in such engine) as, the Engine with respect to or at which such Event of Loss occurred, assuming such Engine was of the time value, utility, modification status and useful life and in the condition and repair required by the terms hereof immediately prior to the occurrence of any such conveyanceEvent of Loss; and in such case, Lessee, at its own expense, will promptly (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to for such Acceptable Alternate Enginereplacement engine, (ii) execute a supplement hereto in form and substance satisfactory to Lessor subjecting such replacement engine to this Lease and cause a Lease Supplement and Trust Supplement the same to be duly executed by Lessee and to be filed for recording recorded pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) laws of the Participation AgreementCountry of Registration, (iii) furnish Lessor with evidence of Lessee's title to such evidence replacement engine (including, if requested, an opinion of Lessee's counsel) and of compliance with the insurance provisions of Section 11 Article 10 hereof with respect to such replacement engine as Lessor may reasonably request, and (iv) take such other action as Lessor may reasonably request in order that title to such replacement engine be duly and furnish properly vested in Lessor with copies of and leased hereunder to the documentation required to be provided same extent as the Engine replaced thereby. Upon full compliance by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and this paragraph (b), Lessor will transfer to Lessee (or at to the direction of Lessee relevant insurers, as the case may be), without representation, recourse or warranty of any kind, express or implied (except as a warranty that such Engine is free of Liens, other than Liens which Lessee is required to absence of Lessor Liens) discharge hereunder, or defects in title resulting from Lessor's or the Participants' acts), all of Lessor's and the Participants' right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third partiesand, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine"" as defined herein. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of shall, except as otherwise expressly provided in this paragraph (b) shall Article 9, result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee the Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor the Loan Trustee prompt written notice thereof within 15 days after the Company has determined that an Event of Loss has occurred with respect to such Engine and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, the Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to the Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe Aircraft may then be registered as permitted by Section 7(dregistered, (ii) furnish the Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to the Loan Trustee (which may be a copy of an 19 To be inserted for Airbus aircraft. 20 To be inserted for Boeing and Embraer aircraft. invoice or purchase order) respecting such Replacement Engine, (iii) cause the sale of such Replacement Engine to the Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of the Loan Trustee with respect to such Replacement Engine, to be registered on the International Registry as a sale or an International Interest; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, the Company will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine may then be registered, (v) furnish Lessor the Loan Trustee with an opinion of counsel to the Company (which may be external counsel or the Company’s General Counsel, Deputy General Counsel or Associate General Counsel or such other internal counsel of the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish the Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of the Company) certifying that such Replacement Engine has a value and utility (without regard to hours or cycles) at least equal to the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish the Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), the Company will cause to be delivered to the Loan Trustee an opinion of counsel to the Company (which may be external counsel or the Company’s General Counsel, Deputy General Counsel or Associate General Counsel or such other internal counsel of the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine, and the validity and perfection of the security interest in the Replacement Engine granted to the Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of this paragraph, the Loan Trustee shall execute and deliver to the Company an appropriate instrument releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of such replaced Engine and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to the Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant the Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an any Engine under circumstances in which there has not occurred an Event of Loss with respect to the AirframeAirframe upon which such Engine was installed, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor prompt written notice thereof and shall, shall within one hundred twenty thirty (12030) days after the occurrence of such Event of Loss, duly convey to Lessor title to a similar or cause to be conveyed to Lessor, better engine of the same make and model number as replacement for the Engine with respect suffering the Event of Loss. Such engine shall be free and clear of all Liens (other than any Permitted Liens), have a value, utility, and useful life at least equal to, and be in as good an operating condition as, the Engine suffering the Event of Loss, assuming such Engine was of the value and utility and in the condition and repair required by the terms hereof immediately prior to which the occurrence of such Event of Loss occurred, title to an Acceptable Alternate EngineLoss. Prior to or at the time of any such conveyance, Lessee, at its own cost and expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) shall furnish Lessor with such documents to evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine conveyance as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided shall request. Upon full compliance by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and this paragraph, Lessor will transfer to or at the direction of Lessee Lessee, without recourse recourse, representation or warranty (except of any kind whatsoever other than as to absence of Lessor Lessor’s Liens) , all of Lessor's ’s right, title and interest, if any, in and to (A) the Engine with respect to which such suffering the Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunderan “Engine” under this Lease. For all purposes hereofSUCH TRANSFER SHALL BE “AS-IS, each WHERE-IS” AND LESSOR SHALL NOT BE DEEMED TO HAVE MADE, AND LESSOR HEREBY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE ENGINE SO TRANSFERRED TO LESSEE other than as to absence of any Lessor’s Liens. Each such replacement engine shall, after such conveyance, conveyance be deemed an “Engine” as defined herein and shall be deemed part of the property leased hereunder, and shall be deemed an "Engine"same Aircraft as was the Engine replaced thereby. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction or delay in the payment of Basic RentRent or relieve Lessee of any obligation under this Lease.

Event of Loss with Respect to an Engine. Upon the occurrence of --------------------------------------- an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the AirframeEngine, Lessee Borrower shall forthwith (and in any event, event within fifteen days five (5) Business Days after such occurrence) give Lessor the Lender written notice thereof of such Event of Loss and shallwithin thirty (30) days of such Event of Loss, within Borrower shall give Lender written notice and of its election to perform one hundred twenty of the following options (120it being agreed that if the Borrower shall not have given the Lender such notice of such election, the Borrower shall be deemed to have elected to perform the option identified in clause (i) below): (i) on a date specified by the Borrower in such notice, which date shall be a date not later than forty-five (45) days after the occurrence of such Event of Loss, convey prepay in whole the Loan made in respect of such Engine pursuant to Section 2.04(a) of the Loan Agreement and immediately upon such prepayment and without further act, such Engine shall thereupon be released from the Lien of this Agreement and no longer be deemed an Engine hereunder; provided that if the Borrower shall elect to perform the option referred to in clause (ii) below and shall fail for any reason to make the replacement in accordance with such clause (ii) on or cause prior to be conveyed the date of replacement specified therein, the Borrower, shall, on the next succeeding Business Day following the date of replacement specified therein, prepay in whole the Loan made in respect of such Engine pursuant to Lessor, Section 2.04(a) of the Loan Agreement; or (ii) so long as replacement for no Specified Default has occurred and is continuing at the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior to time notice is given or at the time of any replacement, on a date specified by the Borrower in such conveyancenotice, Lesseewhich date shall be a date not later than forty-five (45) days after the occurrence of such Event of Loss, substitute a Replacement Engine for such Engine and in such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (x) the Replacement Engine shall thereupon be deemed an Engine hereunder for all purposes hereof and become subject to the Lien of this Agreement, and (y) the replaced Engine shall thereupon be released from the Lien of this Agreement and no longer be deemed an Engine hereunder; provided that, upon the substitution of a Replacement Engine, the following conditions shall be satisfied at its own expensethe Borrower's sole cost and expense and the Lender agrees to reasonably cooperate with the Borrower to the extent necessary to enable it to timely satisfy such conditions: (a) the following documents shall be duly authorized, will executed and delivered by the respective party or parties thereto, and an executed counterpart of each shall be delivered to the Lender: (i1) furnish Lessor a Security Agreement Supplement covering the Replacement Engine, which shall have been duly filed for recordation with the FAA; (2) a full warranty xxxx of sale (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate covering the Replacement Engine, executed by the owner thereof in favor of the Borrower; (ii3) cause a Lease Uniform Commercial Code financing statements covering the interest created by this Agreement as are deemed necessary or desirable by counsel for the Lender to protect the first priority security interest of the Lender in the Replacement Engine; (4) an opinion of qualified FAA counsel as to the due recordation of the Security Agreement Supplement and Trust Supplement all other documents or instruments the recordation of which is necessary to be duly executed by Lessee perfect and to be filed for recording pursuant to protect the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) first priority security interest of the Participation Agreement, Lender in the Replacement Engine; and (iii5) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof 4.05 with respect to such replacement engine as Lessor may reasonably request and Replacement Engine; (b) the Borrower shall furnish Lessor with copies of the documentation required (or cause to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (Afurnished to) the Engine Lender with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale an opinion, reasonably satisfactory in form and substance to the Lender, of the Borrower's counsel, which may be the Borrower's General Counsel, to the effect that such bills of sale or other documents reasonably satisfactory requested by the Lender are sufficient to Lesseeconvey title to such Replacement Engine to the Borrower; and (c) the Replacement Engine, evidencing in Lender's reasonable judgment, shall be of at least equal value, remaining useful life and utility, and in as good operating condition, as the Engine it replaces assuming such transfer Engine had been maintained in the condition required hereunder (but in any such case, without regard to hours or cycles remaining to such Engine's next expected removal)and the Borrower shall furnish an Officer's Certificate to the Lender to such effect; Upon prepayment by the Borrower as set forth in clause (i) above, (x) the Lender shall, at the expense of the Borrower, execute and deliver to the Borrower such documents and instruments as the Borrower shall reasonably request to evidence (Bon public record or otherwise) all claims, if any, against third parties, for damage the release of the Lender's security interest in and to or loss of the Engine subject to such an Event of Loss, and such Engine shall thereupon cease to be ; (y) the Engine leased hereunder. For all purposes hereof, each such replacement engine Lender shall, after such conveyance, be deemed part at the request and expense of the property leased hereunderBorrower, and shall be deemed assign to the Borrower all claims it may have against any other Person relating to an "Engine". No Event of Loss with giving rise to such prepayment (other than those in respect of insurance maintained by the Lender pursuant to Section 4.05(f)) and (z) the Borrower shall be entitled to receive all insurance proceeds (other than those reserved to others under Section 4.05(f) hereof) and proceeds in respect of any Event of Loss giving rise to such prepayment to the extent not previously applied to the reduction of the Borrower's prepayment obligation under clause (i) above. Upon satisfaction of all conditions to the substitution of the replaced Engine as set forth in clause (ii) above, (x) the Lender shall, at the expense of the Borrower, execute and deliver to the Borrower such documents and instruments as the Borrower shall reasonably request to evidence (on public record or otherwise) the release of the Lender's security interest in and to the replaced Engine; (y) the Lender shall, at the request and expense of the Borrower, assign to the Borrower all claims it may have against any other Person relating to an Engine under the circumstances contemplated Event of Loss giving rise to such substitution (other than those in respect of insurance maintained by the terms of this paragraph (b) shall result in any reduction in Basic Rent.Lender pursuant to

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has shall not have occurred an Event of Loss with respect to the an Airframe, the Lessee shall forthwith (and in any event, event within fifteen 10 days after of such occurrence) give the Lessor written notice thereof and shall, within one hundred twenty (120) 60 days after of the occurrence of such Event of Loss, duly convey or cause to be conveyed to the Lessor, as replacement for the Engine with respect to which such Event of Loss shall have occurred, title to another General Electric model CF6-80A engine (or engine of the same manufacturer of the same or an Acceptable Alternate improved model and suitable for installation and use on such Airframe (provided, that such engine shall also be of the same make and model as the other Engine and, if different, the other engine then installed on such Airframe) (a “Replacement Engine”)) owned by the Lessee free and clear of all Liens other than Permitted Liens and having a value, utility and remaining useful life at least equal to, and being in as good an operating condition and state of maintenance as, the Engine with respect to which such Event of Loss shall have occurred, but, in any event, of no worse value, utility and remaining useful life and in no worse condition and repair as required by the terns hereof immediately prior to the occurrence of such Event of Loss. Prior to or at the time of any such conveyance, the Lessee, at its own expense, will (i) furnish the Lessor with a full warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to the Lessor, with respect to such Acceptable Alternate Replacement Engine, (ii) cause a Lease Supplement supplement hereto, in form and Trust Supplement substance satisfactory to the Lessor, to be duly executed by the Lessee and to be filed for recording recorded pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation AgreementFederal Aviation Act, (iii) furnish the Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine Replacement Engine as the Lessor may reasonably request and request, (iv) furnish the Lessor with copies an Opinion of Counsel (and such other evidence of title as the Lessor may reasonably request) to the effect that, upon such conveyance, the Lessor will acquire good title to such Replacement Engine and that it will be leased hereunder to the same extent as the Engine replaced thereby, (v) furnish to the Lessor a certificate from the Lessee satisfactory to the Owner Participant and the Finance Lessor confirming that each of the documentation required conditions specified herein as to be provided by Lessee pursuant the value, utility, remaining useful life, operating condition and state of maintenance has been satisfied, and (vi) (whether or not the Finance Lease shall have been discharged and whether or not this Lease shall remain subject to Section 5.06 the Lien of the Trust IndentureAssignment Agreement) furnish the Lessor with the documents and instruments referred to in clauses (2), (3) and (4) of Section 10(c) of the Finance Lease. Upon full compliance by the Lessee with the terms of this paragraph (b), the Lessor will comply with the terms provisions of Sections 10(b), (c) and (d) of the Trust Indenture Finance Lease and transfer to or at the direction of Lessee Lessee, “AS-IS, WHERE-IS” and without recourse or warranty (except as to the absence of Lessor Liens) ), all of the Lessor's ’s right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish shall have occurred, all claims for damage to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claimsEngine, if any, against third partiesparties to any insurance claims under all insurance maintained by the Lessee hereunder, for damage to or loss of the Engine subject as to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunderexcept liability insurance. For all purposes hereof, each such replacement engine Replacement Engine shall, after such conveyance, be deemed part of the property leased hereunder, shall be deemed an “Engine” as defined herein and shall be deemed an "Engine"part of the same Aircraft as was the Engine replaced thereby. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms terns of this paragraph (b) shall result in any reduction in of Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor prompt written notice thereof and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyance, Lessee, at its own expense, Lessee will (i) furnish Lessor with a warranty (as to title) xxxx bill of sale, in form and substance reasonably satisfactory to LessorLexxxx, with respect to such Acceptable Alternate Replacement Engine, (ii) cause a Lease Supplement and Trust an Indenture Supplement covering such Replacement Engine to be duly executed by Lessee and delivered to Lessor for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe may Aircraft is then be registered as permitted by Section 7(d) of the Participation Agreementregistered, (iii) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect Lessor's and Loan Trustee's interest therein and herein in the United States, or in such other jurisdiction in which the Engine is then registered, (iv) furnish Lessor and Loan Trustee with an opinion of Lessee's counsel (which may be internal counsel to Lessee) addressed to Lessor and Loan Trustee to the effect that, upon such replacement, title to such Replacement Engine will be vested in Lessor and such Replacement Engine will be subject to the Lien of the Indenture, (v) furnish Lessor with a certificate of an aircraft engineer or appraiser (who may be an employee of Lessee) certifying that such Replacement Engine has a value and utility (without regard to hours or cycles) at least equal to the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vi) furnish Lessor with evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. For all purposes hereof, the Replacement Engine so substituted shall after such transfer be deemed part of the documentation required property leased hereunder and shall be deemed an "Engine" as defined herein. Promptly upon the recordation of the Lease Supplement and the Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), Lessee will cause to be provided delivered to Lessor and Loan Trustee an opinion of FAA counsel selected by Lessee pursuant to Section 5.06 if at the time of the Trust Event of Loss the Aircraft was registered under the laws of the United States (or, if at the time of the Event of Loss the Aircraft was registered under the laws of another jurisdiction, counsel qualified to opine on matters of registration in such jurisdiction selected by Lessee, which counsel shall be reasonably satisfactory to Lessor and Loan Trustee) addressed to Lessor and Loan Trustee as to the due recordation of such Lease Supplement and such Indenture Supplement or such other requisite documents or instruments and the validity and perfection of the security interest in the Replacement Engine granted to Loan Trustee under the Indenture. Upon compliance with clauses (i) through (vi) of the second sentence of this paragraph, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to the conveyance of whatever title was received from Lessee and as to the absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx bill of sale in form and substance reasonably satisfactory to LesseeLesxxx, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the an Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect substitution pursuant to an Engine under the circumstances contemplated by the terms of this paragraph (bSection 10(b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, (I) Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty ninety (12090) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (bill of sale and a representation as to title) xxxx of saletitle by Lessee, in form and xxx substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and (subject to Lessor's execution thereof) to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, SECTION 7 hereof and (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section SECTION 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and (II) Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence in accordance with the provisions of Lessor LiensSECTION 9(c) hereof all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunderunder the Lease. For all purposes hereofhereof and of the other Operative Documents, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (bSECTION 10(b) shall result in any suspension or reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon As soon as practicable following the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee the Company shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor the Loan Trustee prompt written notice thereof and shall, within one hundred twenty (120) 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Indenture, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyancereplacement under this Section 7.05(b), Lessee, at its own expense, the Company will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to cause an Indenture Supplement covering such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and delivered to the Loan Trustee for execution and, upon such execution, to be filed for recording recordation pursuant to the Transportation Code, Code or the applicable laws, rules and regulations laws of any other jurisdiction in which the Airframe may Aircraft is then be registered as permitted by Section 7(dregistered, (ii) furnish the Loan Trustee with a copy of the Participation Agreementoriginal xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to the Loan Trustee (which may be a copy of an invoice or purchase order) in respect of such Replacement Engine, which in the case of any such conveyance to which the Cape Town Convention is applicable shall be in such form as will qualify as “contract of sale” pursuant to Article V of the Aircraft Protocol, and all documents required under the Operative Documents to establish, continue, confirm, register and/or perfect the interests of the Loan Trustee in such Replacement Engine, (iii) cause the sale of such Replacement Engine to the Company (if occurring after February 28, 2006 and if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to the Indenture Supplement in favor of the Loan Trustee with respect to such Replacement Engine, each to be registered on the International Registry as a sale or an International Interest, respectively; provided that if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Convention, the Company will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Loan Trustee’s interest therein in the United States, or in such other jurisdiction in which the Engine is then registered, (v) furnish Lessor the Loan Trustee with an opinion of the Company’s counsel (which may be internal counsel to the Company) addressed to the Loan Trustee to the effect that, upon such replacement, the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish the Loan Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of the Company) certifying that such Replacement Engine has a value and utility (without regard to hours or cycles) at least equal to the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss and (vii) furnish the Loan Trustee with evidence of compliance with the insurance provisions of Section 11 hereof 7.06 with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies Replacement Engine. In the case of each Replacement Engine subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation of the documentation Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered), the Company will cause to be delivered to the Loan Trustee an opinion of FAA counsel selected by the Company if at the time of the Event of Loss the Aircraft was registered under the laws of the United States (or, if at the time of the Event of Loss the Aircraft was registered under the laws of another jurisdiction, counsel qualified to opine on matters of registration in such jurisdiction selected by the Company, which counsel shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Engine to the Company (if occurring after February 28, 2006) and of the International Interest created pursuant to the Indenture Supplement with respect to such Replacement Engine and the validity and perfection of the security interest in the Replacement Engine granted to the Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vii) of the first sentence of this paragraph, the Loan Trustee shall execute and deliver to the Company an appropriate instrument releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds) and all rights relating to any of the foregoing from the Lien of this Indenture and assigning to the Company all claims against third Persons for damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may be required to be provided taken by Lessee pursuant the Loan Trustee to Section 5.06 cancel or release any International Interest of the Trust Indenture, and Lessor will comply Loan Trustee registered with the terms of International Registry in relation to the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine Engines with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentoccurred.

Event of Loss with Respect to an Engine. (a) Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee the Borrower shall forthwith give the Security Agent prompt (and but in any event, event within fifteen days after such occurrence(15) give Lessor days) written notice thereof and shall, within thereof. Within one hundred twenty (120) days after the occurrence of such Event of Loss (or, in the case of an Event of Loss described in clause (vi) of the definition thereof, within one hundred twenty (120) days after the Chief Financial Officer, Treasurer, any Vice President or other officer of the Borrower has received Actual Knowledge of such Event of Loss, convey or cause to be conveyed to Lessor), as replacement for the Engine with respect to which such Event of Loss occurred, title the Borrower shall subject to the Lien of this Security Agreement another Xxxxx & Xxxxxxx (also shown as XXXXX & WHITNEY on the International Registry drop-down menu) Model PW4060 (also shown as PW 4000 94 on the International Registry drop-down menu) engine (or an Acceptable Alternate engine of the same manufacturer of an equivalent or an improved model and suitable for installation and use on the Airframe and compatible with the other Engine mortgaged hereunder) (a “Replacement Engine. ”), in each case, free and clear of all Liens (other than Permitted Liens) and having a value, utility and remaining useful life (without regard to hours, cycles and maintenance schedule) at least equal to the Engine subject to such Event of Loss, assuming such Engine was maintained in accordance with the provisions of this Security Agreement. (b) [Intentionally omitted.] (c) Prior to or at the time of any such conveyancesubstitution pursuant to Section 5.02(a) or 5.02(b), Lessee, at its own expense, the Borrower will (i) furnish Lessor with cause a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, Security Agreement supplement with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement Replacement Engine to be duly executed by Lessee and to be filed for recording pursuant to the Transportation CodeFederal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) registered, and register or consent to the registration with the International Registry of the Participation Agreementinternational interest in such Replacement Engine for the benefit of the Security Agent under this Security Agreement and the Security Agreement supplement referred to above (and the sale to Borrower of such Replacement Engine shall have been registered on the International Registry); (ii) furnish the Security Agent with an opinion or opinions of the Borrower’s counsel with a supporting priority search certificate issued by the International Registry to the effect that such Replacement Engine is free and clear of all Liens of record with the FAA and International Registry (other than Permitted Liens), and that upon execution and filing of the Security Agreement Supplement or other required document (which Borrower has caused to be prepared) the Replacement Engine will be subject to the Lien of the Security Agreement on a first priority (subject to Permitted Liens) and perfected basis (or, if the Aircraft is not then subject to U.S. registry, having the same priority and perfection required to be maintained under the Transaction Documents in respect of the property being so replaced) and that the registrations with the International Registry required under the preceding clause (i) have been made; (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies a certificate signed by a duly authorized officer of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to Borrower stating (A) a description of the Engine with respect to which such suffering the Event of Loss occurred Loss, which shall be identified by manufacturer’s serial number, (B) a description of the Replacement Engine (including the manufacturer’s name and serial number), (C) that on the date of the Security Agreement supplement relating to the Replacement Engine, the Borrower will be the owner of such Replacement Engine, free and clear of all Liens except Permitted Liens and (D) that such Replacement Engine will on such date meet the requirements of Section 5.02(a) hereof; (iv) furnish to or at the direction of Lessee a xxxx of sale appropriate instruments, in form and substance reasonably satisfactory to Lesseethe Security Agent, evidencing assigning to the Security Agent as additional collateral under this Security Agreement the benefit of manufacturer’s warranties with respect to such transfer Replacement Engine and (B) all claimsa certificate from a firm of independent aircraft appraisers reasonably satisfactory to the Security Agent confirming that such Replacement Engine has at least the value, if any, against third parties, for damage to or loss of utility and remaining useful life and is in as good an operating condition as the corresponding Engine subject to such Event of LossLoss (in each case without taking into account hours, cycles and maintenance schedule); and (v) furnish the Security Agent with a certificate of its regularly retained independent insurance broker to the effect that the insurance provisions of Article VI with respect to such Replacement Engine have been complied with. Upon compliance by the Borrower with all of the terms of this Section 5.02(c), such Engine suffering the Event of Loss shall thereupon cease to be an Engine secured hereunder, and, at the Borrower’s expense, the Security Agent will execute such documents and provide its consent to the International Registry as Borrower shall request to release such Engine leased hereunderfrom the Lien of this Security Agreement. For all purposes hereof, each such replacement engine Replacement Engine shall, after such conveyancecompliance, be deemed part of the property leased an “Engine” hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, the Lessee shall forthwith give the Lessor prompt written notice thereof (and in any event, event within fifteen (15) days after such occurrence) give Lessor written notice thereof and shall, promptly and in any event within one hundred twenty sixty (12060) days after the occurrence of such Event of Loss, duly convey or cause to be conveyed to Lessorthe Lessor and duly subject to the Local Mortgage, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Enginea Replacement Engine (provided that all engines installed on the Airframe shall be of the same manufacturer and the same or improved model), free and clear of all Liens (other than Permitted Liens) and having a value at least equal to, and utility and remaining useful life at least equal to, or, if applicable comparable to and being in as good operating condition and state of maintenance as, the Engine with respect to which such Event of Loss occurred, assuming such Engine was of the value, utility and remaining useful life and in the condition and repair as required by the terms hereof immediately prior to the occurrence of such Event of Loss. Prior to or at the time of any such conveyance, the Lessee, at its own expense, will (i) furnish or cause to be furnished to the Lessor a xxxx of sale (with a full warranty (as to of title) xxxx of saleduly conveying to Lessor all right, title and interest in and to such Replacement Engine, in form and substance reasonably satisfactory to Lessor, the Lessor with respect to such Acceptable Alternate Replacement Engine, (ii) cause a supplement hereto, in form and substance reasonably satisfactory to the Lessor, subjecting such Replacement Engine to this Lease Supplement and Trust Supplement to be duly executed by the Lessee and and, to be filed for recording the extent necessary, recorded pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) Applicable Laws of the Participation AgreementGovernment of Registry, (iii) furnish the Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof 10 with respect to such replacement engine Replacement Engine as Lessor any of them may reasonably request and such other certifications and opinions of counsel as the Lessor may reasonably request, (iv) furnish the Lessor with copies a certificate of the documentation required aircraft engineer (who may be an employee of the Lessee), at Lessee’s expense, reasonably satisfactory to the Lessor certifying as to the value, utility, remaining useful life and operating condition and state of maintenance of such Replacement Engine, (v) cause amendments to the Local Mortgage, in form and substance reasonably satisfactory to the Lessor subjecting such Replacement Engine to the Local Mortgage to be provided duly executed by Lessee the Lessor and, to the extent necessary, recorded pursuant to Section 5.06 the Applicable Laws of the Trust IndentureGovernment of Registry, (vi) furnish a legal opinion of counsel reasonably acceptable to the Lessor regarding the perfection of the Existing Lien and the Lien of the Local Mortgage with respect to such Replacement Engine and also to the effect that such fully warranty (as to title) xxxx of sale referred to in subclause (i) above constitutes an effective instrument for the conveyance of title to the Replacement Engine and, to the extent requested by the Lessor, an opinion of aviation law counsel addressed to the Lessor with respect to any registrations made under the Cape Town Convention, each in form and substance reasonably acceptable to the Security Trustee, (vii) affix a nameplate on such Replacement Engine in accordance with Section 8(e), and (viii) cause an Engine Warranty Agreement, in form and substance reasonably satisfactory to the Lessor will comply in respect of such Replacement Engine to be duly executed by the Lessor. Upon full compliance by the Lessee with the terms of this Section 9(b) the Trust Indenture Lessor will (so long as no Event of Default or any Default relating to payments or Insolvency of the Lessee shall have occurred and transfer be continuing and subject to insurer’s salvage rights, if any) transfer, or cause to be transferred, to or at upon the direction of order of, the Lessee on an “as-is, where-is” basis without recourse or warranty (except as to absence of Lessor Liens) warranty, all of the Lessor's ’s right, title and interest, if any, in and to (A) the each replaced Engine with respect to which such Event of Loss occurred and furnish to or at by an appropriate instrument, signed by the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to LesseeLessor, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and releasing such Engine shall thereupon cease from any manufacturer’s or repairer’s warranties relating thereto and will take such other action as may be necessary to be the Engine leased hereundereffect such transfer. For all purposes hereof, each such replacement engine Replacement Engine shall, after such conveyance, be deemed part of the property leased hereunder, hereunder and shall be deemed an "“Engine"” as defined herein. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (bSection 9(b) shall result in any reduction in Basic of Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances Engine, the Company shall promptly (and in which there has not occurred any event within ten (10) Business Days after such occurrence) give the Secured Party written notice of such Event of Loss. The Company shall, within thirty (30) days after the occurrence of an Event of Loss with respect to an Engine give the AirframeSecured Party written notice of its election to perform one of the following options (it being agreed that, Lessee if the Company shall forthwith not have given notice of such election within such 30-day period, the Company shall be deemed to have elected the option in clause (i) of the next sentence). The Company may elect either to (i) repay a principal amount of the Series A Loan in an amount equal to the Termination Value of such Engine, plus accrued interest thereon and any other amounts in accordance with Section 1.1(d) of the Loan Agreement (or, if the Lien of the Senior Mortgage has been discharged, pay to the Secured Party, to be held by the Secured Party as cash collateral under this Mortgage, an amount equal to the Termination Value of such Engine), on or prior to the earlier of (A) the ninety-first (91st) day following the Event of Loss and (B) the second Business Day following the receipt of insurance proceeds with respect to such occurrence (but in any eventevent not earlier than the date of the Company’s election under the preceding sentence of this Section to make payment under this clause (i)), within fifteen days after such occurrenceor (ii) give Lessor written notice cause to be subjected to the Lien of this Mortgage in replacement thereof and shall, within one hundred twenty not later than the ninetieth (12090th) days after day following the occurrence of such Event of Loss, convey a Replacement Engine, owned by the Company and free and clear of all Liens except Permitted Liens; provided that if the Company does not perform its obligation to effect such replacement in accordance with this Section 3.04(a) during the period of time provided herein, then the Company shall be deemed to have elected to make the payment contemplated by clause (i) of this sentence within the period of time specified therein. The Company shall not be entitled to elect the replacement option pursuant to clause (ii) of the preceding sentence if, at the time the Company gives notice pursuant to the preceding sentence there shall have occurred and be continuing a Special Default or cause an Event of Default. Notwithstanding the foregoing, if (i) no Special Default or Event of Default shall have occurred and be continuing and (ii) the Lien of the Senior Mortgage has been discharged, the proceeds from the Event of Loss, less the amount (if any) required to be conveyed to Lessor, held by the Secured Party as replacement cash collateral in order for the Company to comply with the ratio referred to in Section 2.7 of the Indemnity Agreement, if such provision is applicable, shall be paid to the Company. A Replacement Engine with respect to which such for an Engine suffering an Event of Loss occurredmust meet the following conditions: (1) be the same model as the Engine to be replaced thereby, title to or an Acceptable Alternate Engine. Prior to or at improved model, manufactured by the time of any such conveyancesame Engine Manufacturer; (2) have a value, Lesseeutility and remaining useful life, at its own expenseleast equal to, will and is in at least as good operating condition as, the Engine to be replaced thereby (iassuming that such Engine was of the value and utility and in the condition and repair required by the terms hereof immediately prior to the occurrence of the Event of Loss). In determining the value, utility and remaining useful life of a Replacement Engine, hours and cycles since original delivery or last major overhaul, whichever is later, shall be considered; and (3) furnish Lessor with a warranty (have been first placed in service after October 22, 1994, or, if different, meet whatever conditions or requirements as may be required in order for the Secured Party to title) xxxx be entitled to the benefits of sale, in form and substance reasonably satisfactory to Lessor, Section 1110 of the Bankruptcy Code with respect to such Acceptable Alternate Engine, (ii) cause Replacement Engine in the event of a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to case under Chapter 11 of the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction Bankruptcy Code in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee Company is a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rentdebtor.

Event of Loss with Respect to an Engine. Upon the occurrence of --------------------------------------- an Event of Loss with respect to an Engine under circumstances in which there has any case where the provisions of paragraph (a) of this Section 10 are not occurred an Event of Loss with respect to the Airframeapplicable, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor prompt written notice thereof and shall, within one hundred twenty (120) 60 days after the occurrence of such Event of Loss, duly convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engineanother engine of the same make and model (or engines of another manufacturer suitable for installation and use on the Airframe) having at least the same value and utility as the respective Engine being replaced had immediately prior to the occurrence of such Event of Loss (assuming such Engine had been maintained in accordance with the terms of this Lease), owned by Lessee free and clear of all Liens whatsoever and in at least as good operating condition as the Engine with respect to which such Event of Loss occurred, but in all events in at least as good condition and repair as required by the terms hereof immediately prior to the occurrence of such Event of Loss, provided that after -------- any replacement all three Engines shall be of identical make and model and any replacement engines of a different manufacturer than the original Engines shall be then commonly in use in the commercial passenger aviation industry on MD-11 series airframes. Prior to or at the time of any In such conveyancecase, Lessee, at its own expense, will promptly (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, Lessor with respect to such Acceptable Alternate Enginereplacement engine, (ii) cause a Lease Supplement supplements hereto and to the Trust Supplement Agreement and the Indenture, in form and substance satisfactory to Lessor, subjecting such replacement engine to this Lease, in the case of the supplement to this Lease, to be duly executed by Lessee and to be filed for recording and, in the case of each such supplement, recorded pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation AgreementAct, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request requests and furnish Lessor with copies such evidence of Lessee's title to such replacement engine, (iv) furnish Lessor with all documents, certificates and opinions necessary to enable Lessor to comply with the requirements of Section 9.08 of the documentation Indenture, (v) furnish Lessor and the Owner Participant with an opinion in form and substance satisfactory to Owner Participant of tax counsel chosen by the Owner Participant, and reasonably acceptable to Lessee, as to the absence of any risk of adverse tax consequences to Lessor and the Owner Participant of such replacement, or if such opinion cannot be given, an indemnity satisfactory to the Owner Participant for such tax consequences, (vi) furnish Lessor with an officer's certificate certifying that such replacement engine has the value and utility required by this Section 10(b), (vii) assign to Lessor the benefit of all manufacturer's and vendor's warranties with respect to such replacement engine and (viii) take such other action as Lessor reasonably requests in order that title to such replacement engine be provided duly and properly vested in Lessor, leased hereunder and subjected to the Lien of the Indenture to the same extent as the Engine replaced thereby. Upon full compliance by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture this paragraph (b), Lessor will, provided no Event of Default has occurred and is continuing, transfer to or at Lessee (subject to any insurer's salvage rights and in accordance with the direction provisions of Lessee Section 9.08 of the Indenture), without recourse or warranty (except as to absence of Lessor Liens) set forth in Section 4, all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred. In connection with such transfer, Lessee shall prepare and Lessor shall execute or forward to the Indenture Trustee for execution, as the case may be, all in recordable form, a xxxx of sale evidencing such transfer, a release of the Engine with respect to which such Event of Loss occurred and furnish to or at from the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, Indenture and such Engine shall thereupon cease to be the Engine leased hereunderother documents (including Uniform Commercial Code amending statements) as Lessee reasonably requests, all at Lessee's sole cost and expense. For all purposes hereof, each such replacement engine shall, after such conveyance, shall be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. (i) Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith promptly (and and, in any event, within fifteen seven (7) days after such occurrence) give Lessor written notice thereof and shall, as soon as reasonably practicable and, in any event, within one hundred twenty ninety (12090) days after the occurrence of such Event of LossLoss (or, if earlier the date of expiration or termination of the Lease Term) and upon five days' prior written notice, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Replacement Engine, free and clear of all Liens (iiother than Permitted Liens) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Codehaving an equivalent or greater value, or the applicable lawscondition, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreementutility, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indentureairworthiness, remaining useful life as, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except being in as to absence of Lessor Liens) all of Lessor's rightgood operating condition as, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred occurred, assuming such replaced Engine was in the condition and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease repair required to be maintained by the Engine leased hereunderterms of this Agreement. For all purposes hereof, each such replacement engine Replacement Engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine.". (ii) Prior to or at the time of any conveyance of a Replacement Engine, Lessee, at its own expense, shall (t) furnish Lessor with a full warranty (as to title) bill of sale, in form and substance satisfactory to Lessor, xxxveying to Lessor such Replacement Engine, (u) cause supplements to be executed which shall subject such Replacement Engine to this Agreement, (v) cause the filing of such instruments as are necessary or advisable to establish, perfect and protect the interest of Lessor in any such Engine (including, without limitation, cause a Lease Supplement, in form and substance satisfactory to Lessor, to be duly executed by Lessee) (w) furnish Lessor with such evidence of the transfer of title to such Replacement Engine to Lessor as Lessor may reasonably request, including, without limitation, that such Replacement Engine is free and clear of all Liens of record with the Aviation Authority, except Permitted Liens, such evidence to include, without limitation, an opinion of Lessee's counsel addressed to Lessor, and opining that such title has been so conveyed and that such Replacement Engine has been duly subjected to this Agreement (such opinion to be in form and substance, and from counsel, satisfactory to Lessor), (x) furnish Lessor with such (Amended and Restated Lease Agreement] evidence of compliance with the provisions of Sections 10(e), 12(a)(v) and 15 with respect to such Replacement Engine as Lessor may reasonably request and, (y) furnish Lessor with a certificate signed by an officer of Lessee certifying that, upon consummation of such replacement, no Event of Default will exist hereunder and certifying that such Replacement Engine has a value, condition, utility, airworthiness and remaining useful life at least equal to, and is in as good operating condition as, the Engine so replaced, assuming such Engine was in the condition and repair required by the terms of this Agreement immediately prior to the occurrence of such Event of Loss. (iii) Upon compliance by Lessee with the requirements of this Section 13(c), if no Event of Default shall have occurred or be continuing, Lessor shall, upon the joint written request of Lessee and each insurer which contributed to the payment of any insurance proceeds with respect to the lost Engine, transfer to the Person designated in such request all of Lessor's right, title and interest in such Engine without recourse or warranty (except as to absence of Lessor Liens, Liens arising prior to Delivery of the Aircraft to Lessee and Liens granted by Lessor to Lessor's lenders) and subject to the disclaimer set forth in Section 5(a), and such Engine shall thereupon cease to be an Engine leased hereunder. (iv) No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, (I) Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty ninety (12090) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (bill of sale and a representation as to title) xxxx of saletitle by Lessee, in form and substance anx xxbstance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and (subject to Lessor's execution thereof) to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, SECTION 7 hereof and (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section SECTION 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and (II) Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence in accordance with the provisions of Lessor LiensSECTION 9(c) hereof all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunderunder the Lease. For all purposes hereofhereof and of the other Operative Documents, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (bSECTION 10(b) shall result in any suspension or reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee relevant Airframe the Company shall forthwith (and and, in any event, within fifteen ten (10) days after such occurrence) give Lessor the Mortgagee written notice thereof and shall, within one hundred twenty sixty (12060) days after the occurrence of such Event of Loss (or in the case of an Event of Loss described in clause (iv) of the definition thereof, within ninety (90) days after the Responsible Officer has received actual knowledge of such Event of Loss), convey or (A) cause to be conveyed subject to Lessorthe Lien of this Mortgage, either by purchasing or allocating hereto from engines owned by the Company, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior Engine free and clear of all Liens (other than Permitted Liens) and having a value, utility and remaining useful life at least equal to, and having been maintained in the same manner as, the Engine subject to or at the time such Event of any Loss (assuming that such conveyance, Lessee, Engine had been maintained in accordance with this Mortgage) and (B) at its own expense, will expense (i) furnish Lessor with to the Mortgagee a copy of a full warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessorthe Mortgagee, with respect to such Acceptable Alternate Enginereplacement engine, (ii) execute a Mortgage Supplement and record such Mortgage Supplement pursuant to the Federal Aviation Act and cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and financing statement or statements or other requisite documents of a similar nature to be filed for recording in such place or places as necessary in order to perfect the security interests therein created by or pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreementthis Mortgage, (iii) furnish Lessor the Mortgagee with such evidence of the Company's title to such replacement engine and compliance with the insurance provisions of Section 11 Article V hereof with respect to such replacement engine as Lessor the Mortgagee may reasonably request request, and furnish Lessor with copies (iv) provide to Mortgagee an opinion of the Company's counsel to the effect that the Company holds good title to the replacement engine free and clear of all Liens (other than Permitted Liens permitted by subclause (i) (solely for Taxes not yet due) of clause (d) of the definition of the term "Permitted Liens") and all of the documentation required to be provided by Lessee it pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale 4.1 reasonably satisfactory in form and substance reasonably satisfactory to Lessee, evidencing such transfer the Mortgagee and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine"Lenders. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) Section 4.2 shall result in any reduction in Basic Rentaffect the obligation of the Company to pay all installments of principal of, or interest on, the Loans as and when due thereunder. For all purposes hereof, each such replacement engine shall be deemed part of the Mortgaged Property hereunder, and shall be deemed an "Engine."

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty sixty (12060) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate EngineEngine free and clear of all Liens (other than Permitted Liens, which engine may upon its transfer to Lessor become subject to any and all Permitted Liens) and having a value and utility at least equal to, and being in as good an operating condition as and having been maintained in the same manner as, the Engine subject to such Event of Loss (assuming that such Engine had been maintained in accordance with this Lease). Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of bill xx sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Enginereplacement engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered registered, and cause a financing statement or statements or other requisite documents of a similar nature (including precautionary filings) to be filed in such place or places as permitted necessary in order to perfect the security interests therein created by Section 7(d) of or pursuant to the Participation AgreementTrust Indenture (and, with regard to precautionary filings, this Lease), (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.of

Event of Loss with Respect to an Engine. Upon the occurrence of If an Event of Loss --------------------------------------- occurs with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee Buyer shall forthwith (and in any event, within fifteen days after such occurrence) immediately give Lessor Seller prompt written notice thereof and shall, within one hundred twenty (120) days after the occurrence of such Event of Loss, and not later than 120 days after the occurrence of the Event of Loss shall convey or cause to be conveyed to LessorSeller, as replacement for the Engine with respect to which such Event of Loss occurred, title to another engine of the same or an Acceptable Alternate Engine. Prior to or at improved make and model and suitable for installation and use on the time of Airframe (any such conveyanceengine, Lesseea "Replacement Engine"), at its own expense, will (i) furnish Lessor with free and clear of all Liens except Permitted Liens. As a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect condition to such Acceptable Alternate replacement, the Replacement Engine shall have a value and utility at least equal to, and shall be in as good an operating condition as, the Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to as the Transportation Codecase may be, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred had immediately before such Event of Loss (assuming such Engine had been properly maintained in accordance with the terms of this Agreement), as reasonably determined by Seller on the basis, among other things, of Seller's inspection of the records for the Replacement Engine. At the time of the conveyance of the Replacement Engine to Seller, Buyer shall (a) execute and furnish deliver to or at the direction of Lessee Seller and duly file for recordation under Applicable Law a xxxx of sale in form supplement to this Agreement describing such Replacement Engine and substance subjecting such Replacement Engine to this Agreement and such security documents, and (b) cause to be delivered to Seller evidence reasonably satisfactory to LesseeSeller as to the due compliance by Buyer with the insurance provisions of Section 14 with ---------- respect to such Replacement Engine. Upon compliance by Buyer with the foregoing terms of this Section 13.2 within the 120-day period referred to above, evidencing such Seller ------------ will transfer and (B) all claims, if any, against third parties, for damage title to or loss of the Engine subject so replaced to Buyer "as is, where is and with all faults" and without recourse or warranty except a warranty that such Event replaced Engine is free of Lossany Seller Liens, and Seller will execute and deliver to Buyer a partial release, in form for recording under Applicable Law, releasing such replaced Engine from this Agreement. Such Replacement Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed constitute an "Engine", as the case may be) for all purposes of this Agreement. No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) Section 13.2 shall result in any reduction in Basic Rent.. ------------

Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframeonly, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor prompt written notice thereof and shall, at its own cost and expense, within one hundred twenty sixty (12060) days after such occurrence (but in no event later than the occurrence last day of such Event of Loss, the Term) convey or cause to be conveyed to Lessor, Lessor as replacement for the Engine with respect to which such suffering an Event of Loss occurredLoss, title to another IAE Model V2500 engine of like model and equivalent or better modification status or, at Lessee's option, an Acceptable Alternate EngineIAE engine of an improved model, in each such case which has a value, remaining useful life and utility determined in accordance with the Appraisal Procedure at least equal to such Engine and is suitable for installation and use on the Airframe without diminishing the value, remaining useful life or utility of such Airframe, free of all Liens (it being understood that, upon such conveyance, such replacement Engine may be subject to Permitted Liens) and being in as good operating condition as (including no greater number of cycles or hours than) the Engine being replaced assuming the Engine being replaced was serviceable and otherwise in the condition and repair required by the terms hereof immediately prior to the Event of Loss. Prior to or at the time of any such conveyance, Lessee, at its own cost and expense, will (i) furnish Lessor with a full warranty (as to title) xxxx of bill xx sale, in form and substance reasonably satisfactory to LessorLessor and Indenture Trustee, as applicable, with respect to such Acceptable Alternate replacement Engine, ; (ii) cause a Lease Supplement supplements, in form and substance reasonably satisfactory to Lessor and Indenture Trustee (if the Lien of the Indenture has not been discharged), subjecting such replacement Engine to this Lease, the Indenture (if in effect) and the Trust Supplement Agreement (if in effect), to be duly executed by Lessee Lessee, if applicable, and to be duly filed for recording recordation pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, Federal Aviation Act; (iii) furnish Lessor and Indenture Trustee (if the Lien of the Indenture has not been discharged) with such evidence of title to such Replacement Engine and of compliance with the insurance provisions of Section 11 12 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.to

Event of Loss with Respect to an Engine. (i) Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith promptly (and and, in any event, within fifteen seven (7) days after such occurrence) give Lessor written notice thereof and shall, as soon as reasonably practicable and, in any event, within one hundred twenty ninety (12090) days after the occurrence of such Event of LossLoss (or, if earlier the date of expiration or " termination of the Lease Term) and upon five days' prior written notice, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Replacement Engine, free and clear of all Liens (iiother than Permitted Liens) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Codehaving an equivalent or greater value, or the applicable lawscondition, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreementutility, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indentureairworthiness, remaining useful life as, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except being in as to absence of Lessor Liens) all of Lessor's rightgood operating condition as, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred occurred, assuming such replaced Engine was in the condition and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease repair required to be maintained by the Engine leased hereunderterms of this Agreement. For all purposes hereof, each such replacement engine Replacement Engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine.". (ii) Prior to or at the time of any conveyance of a Replacement Engine, Lessee, at its own expense, shall (t) furnish Lessor with a full warranty (as to title) xxxx of sale, in form and substance satisfactory to Lessor, conveying to Lessor such Replacement Engine, (u) cause supplements to be executed which shall subject such Replacement Engine to this Agreement, (v) cause the filing of such instruments as are necessary or advisable to establish, perfect and protect the interest of Lessor in any such Engine (including, without limitation, cause a Lease Supplement, in form and substance satisfactory to Lessor, to be duly executed by Lessee) (w) furnish Lessor with such evidence of the transfer of title to such Replacement Engine to Lessor as Lessor may reasonably request, including, without limitation, that such Replacement Engine is free and clear of all Liens of 62 [Lease Agreement] record with the Aviation Authority, except Permitted Liens, such evidence to include, without limitation, an opinion of Lessee's counsel addressed to Lessor, and opining that such title has been so conveyed and that such Replacement Engine has been duly subjected to this Agreement (such opinion to be in form and substance, and from counsel, satisfactory to Lessor), (x) furnish Lessor with such evidence of compliance with the provisions of Sections 1O(e), 12(a)(v) and 15 with respect to such Replacement Engine as Lessor may reasonably request and, (y) furnish Lessor with a certificate signed by an officer of Lessee certifying that, upon consummation of such replacement, no Event of Default will exist hereunder and certifying that such Replacement Engine has a value, condition, utility, airworthiness and remaining useful life at least equal to, and is in as good operating condition as, the Engine so replaced, assuming such Engine was in the condition and repair required by the terms of this Agreement immediately prior to the occurrence of such Event of Loss. (iii) Upon compliance by Lessee with the requirements of this Section 13(c), if no Event of Default shall have occurred or be continuing, Lessor shall, upon the joint written request of Lessee and each insurer which contributed to the payment of any insurance proceeds with respect to the lost Engine, transfer to the Person designated in such request all of Lessor's right, title and interest in such Engine without recourse or warranty (except as to absence of Lessor Liens, Liens arising prior to Delivery of the Aircraft to Lessee and Liens granted by Lessor to Lessor's lenders) and subject to the disclaimer set forth in Section 5(a), and such Engine shall thereupon cease to be an Engine leased hereunder. (iv) No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.

Event of Loss with Respect to an Engine. Upon any Event of Loss with respect to an Engine not then installed on the Aircraft, or an Event of Loss with respect to only an Engine installed on the Aircraft not involving an Event of Loss to the Aircraft, LESSEE shall give LESSOR prompt written notice thereof and LESSEE shall replace such Engine as soon as reasonably possible after such Event of Loss by duly conveying to LESSOR, as a replacement for such Engine, title to another engine owned by LESSEE (a "Replacement Engine"), which Replacement Engine shall be free and clear of all Liens and shall have a value and utility at least equal to, and be in as good operating condition as, the Engine which sustained such Event of Loss (assuming the Engine which sustained such event of loss was maintained in the condition in which LESSEE was required to maintain such Engine pursuant to this Lease). Such Replacement Engine, after approval and acceptance by LESSOR, shall be deemed an "Engine" as defined herein. LESSEE agrees to take such action as LESSOR may reasonably request in order that any such Replacement Engine shall be duly and properly leased hereunder to the same extent as the Engine subject to the Event of Loss and shall be titled in LESSOR. Upon request by LESSOR, LESSEE shall cause to be delivered to LESSOR an opinion of FAA counsel (to be provided at LESSEE's expense) as to the lien free status of such engine along with an opinion of FAA counsel that such replacement engine has been made subject to this Lease. LESSEE's obligation to pay Rent hereunder shall continue in full force and effect regardless of the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event Engine, but LESSEE shall be entitled to be reimbursed by LESSOR the amount of Loss insurance or condemnation proceeds, if any, received by LESSOR with respect to such Engine. Upon receipt of title by LESSOR to the AirframeReplacement Engine as hereinabove provided, Lessee LESSOR shall forthwith convey to LESSEE, free and clear of all Liens (and in any eventexcept, within fifteen days after such occurrence) give Lessor written notice thereof and shallsubject to the rights of the insurers), within one hundred twenty (120) days after title to the occurrence of Engine which sustained such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.