Common use of Loss Destruction Requisition Etc Clause in Contracts

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor written notice of such Event of Loss, and, within sixty (60) days after such Event of Loss, Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (z) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e) hereof, an amount equal to the Termination Value of the Aircraft corresponding to the Termination Value Date occurring on or immediately following the Loss Payment Date (the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paid; or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause (i) above and all other amounts due under the Operative Documents, (1) the obligation of Lessee to pay the installments of Basic Rent shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation or warranty (except as to the absence of Lessor Liens), all of Lessor's right, title and interest in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraft.

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor written notice of such Event of Loss, and, within sixty (60) days after such Event of Loss, Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e) hereof, an amount equal to the Termination Value of the Aircraft corresponding to the Termination Value Date occurring on or immediately following the Loss Payment Date (the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paid; or; (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause (i) above and above, together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Operative DocumentsParticipation Agreement and under the Tax Indemnity Agreement, (1) the obligation of Lessee to pay the installments of Basic Rent shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except as to the absence of Lessor Liens), all of Lessor's right, title and interest in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraft.

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor written notice of such Event of Loss, and, and within sixty forty-five (6045) days after such Event of Loss, Loss Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e3(f) hereof, an amount equal to the Termination Stipulated Loss Value of the Aircraft corresponding to the Termination Stipulated Loss Value Date occurring on or immediately following the Loss Payment Date; provided, however, that if a Lease Period Date (shall occur on or prior to the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date with respect to which Stipulated Loss Value is determined, Lessee shall occur after pay on such Lease Period Date (A) if the final day of Lease Period Date occurs on the TermLoss Payment Date with respect to which Stipulated Loss Value is determined, an amount equal to the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent that would have been due on such Lease Period Date (but only to the Determination extent payable in arrears as indicated on Exhibit B) if such Event of Loss had not occurred and (B) if the Lease Period Date occurs prior to the Loss Payment Date with respect to which Stipulated Loss Value is determined, an amount equal to the Basic Rent that has actually would have been paid; due on such Lease Period Date if such Event of Loss had not occurred, or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), ) during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause subparagraph (i) above and above, together with all other amounts that then may be due hereunder (including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Operative DocumentsParticipation Agreement and under the Tax Indemnity Agreement, (1) the obligation of Lessee to pay the installments of Basic Rent Rent, Supplemental Rent, Stipulated Loss Value, Termination Value or any other amount shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except 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 in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx bxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer transfer, and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraft.. In the event Lessee shall elect to substitute an aircraft (or an airframe or an airframe and one or more engines, as the case may be) Lessee shall, at its sole expense, not later than the Business Day next succeeding the 120th day following the occurrence of such Event of Loss, (A) convey or cause to be conveyed to Lessor and to be leased by Lessee hereunder, an aircraft (or an airframe or an airframe and one or more engines which, together with the Engines constituting a part of the Aircraft but not installed thereon at the time of such Event of Loss constitute the Aircraft) free and clear of all Liens (other than Permitted Liens) and having a value, utility and remaining useful life (without regard to hours or cycles) at least equal to the Aircraft subject to such Event of Loss assuming no Event of Loss had occurred and that the Aircraft had been maintained in accordance with this Lease; provided that any aircraft, airframe or engine so substituted hereunder shall be of the same or improved model as those initially leased hereunder and (B) prior to or at the time of any such substitution, Lessee (or any Sublessee), at its own expense, will (1) furnish Lessor with a full warranty bxxx of sale and a Federal Aviation Administration bxxx of sale, in form and substance reasonably satisfactory to Lessor, evidencing such transfer of title, (2) cause a Lease Supplement and a Trust Supplement to be duly executed by Lessee and filed for recording pursuant to the Federal 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 8(f) of the Participation Agreement, (3) cause a financing statement or statements with respect to such substituted

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee the Owner shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor the Indenture Trustee written notice of such Event of Loss, and, and within sixty forty-five (6045) days after such Event of Loss, Lessee Loss the Owner shall give Lessor the Indenture Trustee written notice of its election to perform one of the following options (it being agreed that if Lessee the Owner shall not have given such notice of election within such period, Lessee the Owner shall be deemed to have elected the option set forth in clause (i) below). Lessee The Owner may elect either to: (i) make redeem the payments specified Secured Certificates in this clause (i), in which event accordance with Section 2.10 hereof not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee the Owner to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e) hereof, an amount equal to the Termination Value of the Aircraft corresponding to the Termination Value Date occurring on or immediately following the Loss Payment Date (the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paidTrustee; or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee the Owner does not perform its obligation to effect such substitution in accordance with this Section 10(a), 7.06(a) during the period of time provided herein, then Lessee the Owner shall pay or cause to be paid to Lessor the Indenture Trustee on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time In the event the Owner shall elect to substitute an aircraft (or an airframe or an airframe and one or more engines, as Lessor shall have received the amounts specified in clause (i) above and all other amounts due under the Operative Documents, (1) the obligation of Lessee to pay the installments of Basic Rent shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation or warranty (except as to the absence of Lessor Lienscase may be), all the Owner shall at its sole expense, not later than the Business Day next succeeding the 120th day following the occurrence of Lessor's right, title and interest in and to the Airframe and any Engines subject to such Event of Loss, as well as (x) cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engines not subject to such Engine shall have been installed on the Airframe when it suffered an Event of Loss, a Replacement Engine therefor, such Replacement Airframe and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer and (4) Lessee will be subrogated to all claims of LessorReplacement Engines, if any, against third partiesto be free and clear of all Liens (other than Permitted Liens) and having a value, for damage utility and remaining useful life (without regard to hours or loss of cycles) at least equal to the Airframe and any Engines which were or Engine, as the case may be, subject to such Event of Loss assuming no Event of Loss had occurred and that the Aircraft had been maintained in accordance with this Trust Indenture; provided that the Replacement Airframe and the Replacement Engines, if any, shall be of the same or improved model as the Airframe or Engine, as the case may be, that are replaced and (y) prior to or at the time of any such substitution, the Owner (or any Lessee), at its own expense, will (1) furnish the Indenture Trustee a copy of the original bxxx of sale respecting such Replacement Airframe and the Replacement Engines, if any, and appropriate instruments assigning to the extent Indenture Trustee the benefits, if any, of all manufacturer's and vendor's warranties generally available and permitted to be assigned by the Owner with respect to such Replacement Airframe and Replacement Engines, if any, (2) cause a Trust Indenture Supplement to be duly executed by the Owner and filed for recording pursuant to the Federal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Replacement Airframe and Replacement Engines, if any, may then be registered as permitted by Section 8(f) of the Participation Agreement, (3) cause a financing statement or statements with respect to such Replacement Airframe and Replacement Engines, if any, to be filed in such place or places as are deemed necessary or desirable by counsel for the Indenture Trustee to perfect the Indenture Trustee's interest therein, (4) furnish the Indenture Trustee with such evidence of compliance with the insurance provisions of Section 7.04 with respect to such Replacement Airframe and Replacement Engines, if any, as the Indenture Trustee's counsel may reasonably request, (5) furnish the Indenture Trustee with (A) an opinion of in-house counsel to the Owner, or other counsel satisfactory to the Indenture Trustee, stating that the Replacement Airframe and Replacement Engines, if any, has or have been validly subjected to the Lien of this Trust Indenture, the instruments subjecting such Replacement Airframe and Replacement Engines, if any, to the Lien of this Trust Indenture, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then insured value applicable to the registration of the Aircraft.Replacement Airframe and Replacement Engines, if any, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the Lien of this Trust Indenture on such Replacement Airframe and Replacement Engines, if any (B) a certificate signed by a duly authorized officer of the Owner stating the following: (i) a description of

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee the Owner shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor the Indenture Trustee written notice of such Event of Loss, and, and within sixty forty-five (6045) days after such Event of Loss, Lessee Loss the Owner shall give Lessor the Indenture Trustee written notice of its election to perform one of the following options (it being agreed that if Lessee the Owner shall not have given such notice of election within such period, Lessee the Owner shall be deemed to have elected the option set forth in clause (i) below). Lessee The Owner may elect either to: (i) make redeem the payments specified Secured Certificates in this clause (i), in which event accordance with Section 2.10 hereof not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee the Owner to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e) hereof, an amount equal to the Termination Value of the Aircraft corresponding to the Termination Value Date occurring on or immediately following the Loss Payment Date (the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paidTrustee; or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee the Owner does not perform its obligation to effect such substitution in accordance with this Section 10(a), 7.06(a) during the period of time provided herein, then Lessee the Owner shall pay or cause to be paid to Lessor the Indenture Trustee on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time In the event the Owner shall elect to substitute an aircraft (or an airframe or an airframe and one or more engines, as Lessor shall have received the amounts specified in clause (i) above and all other amounts due under the Operative Documents, (1) the obligation of Lessee to pay the installments of Basic Rent shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation or warranty (except as to the absence of Lessor Lienscase may be), all the Owner shall at its sole expense, not later than the Business Day next succeeding the 120th day following the occurrence of Lessor's right, title and interest in and to the Airframe and any Engines subject to such Event of Loss, as well as (x) cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engines not subject to such Engine shall have been installed on the Airframe when it suffered an Event of Loss, a Replacement Engine therefor, such Replacement Airframe and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer and (4) Lessee will be subrogated to all claims of LessorReplacement Engines, if any, against third partiesto be free and clear of all Liens (other than Permitted Liens) and having a value, for damage utility and remaining useful life (without regard to hours or loss of cycles) at least equal to the Airframe and any Engines which were or Engine, as the case may be, subject to such Event of Loss assuming no Event of Loss had occurred and that the Aircraft had been maintained in accordance with this Trust Indenture; provided that the Replacement Airframe and the Replacement Engines, if any, shall be of the same or improved model as the Airframe or Engine, as the case may be, that are replaced and (y) prior to or at the time of any such substitution, the Owner (or any Lessee), at its own expense, will (1) furnish the Indenture Trustee a copy of the original bill of sale respecting such Replacement Airframe and the Replacemxxx Engines, if any, and appropriate instruments assigning to the extent Indenture Trustee the benefits, if any, of all manufacturer's and vendor's warranties generally available and permitted to be assigned by the Owner with respect to such Replacement Airframe and Replacement Engines, if any, (2) cause a Trust Indenture Supplement to be duly executed by the Owner and filed for recording pursuant to the Federal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Replacement Airframe and Replacement Engines, if any, may then be registered as permitted by Section 8(f) of the Participation Agreement, (3) cause a financing statement or statements with respect to such Replacement Airframe and Replacement Engines, if any, to be filed in such place or places as are deemed necessary or desirable by counsel for the Indenture Trustee to perfect the Indenture Trustee's interest therein, (4) furnish the Indenture Trustee with such evidence of compliance with the insurance provisions of Section 7.04 with respect to such Replacement Airframe and Replacement Engines, if any, as the Indenture Trustee's counsel may reasonably request, (5) furnish the Indenture Trustee with (A) an opinion of in-house counsel to the Owner, or other counsel satisfactory to the Indenture Trustee, stating that the Replacement Airframe and Replacement Engines, if any, has or have been validly subjected to the Lien of this Trust Indenture, the instruments subjecting such Replacement Airframe and Replacement Engines, if any, to the Lien of this Trust Indenture, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then insured value applicable to the registration of the Aircraft.Replacement Airframe and Replacement Engines, if any, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the Lien of this Trust Indenture on such Replacement Airframe and Replacement Engines, if any (B) a certificate signed by a duly authorized officer of the Owner stating the following: (i) a description of the replaced Airframe and Engines, if any, which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number; (ii) a description of the Replacement Airframe and Replacement Engines, if any, to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the replaced Airframe and Engines, if any; (iii) that the Replacement Airframe and Replacement Engines, if any, is or are of the same or an improved model as the Airframe and Engines, if any, requested to be released from this Trust Indenture; (iv) the value, utility and remaining useful life (without

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor written notice of such Event of Loss, and, and within sixty forty-five (6045) days after such Event of Loss, Loss Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e3(f) hereof, an amount equal to the Termination Stipulated Loss Value of the Aircraft corresponding to the Termination Stipulated Loss Value Date occurring on or immediately following the Loss Payment Date; provided, however, that if a Lease Period Date (shall occur on or prior to the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date with respect to which Stipulated Loss Value is determined, Lessee shall occur after pay on such Lease Period Date (A) if the final day of Lease Period Date occurs on the TermLoss Payment Date with respect to which Stipulated Loss Value is determined, an amount equal to the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent that would have been due on such Lease Period Date (but only to the Determination extent payable in arrears as indicated on Exhibit B) if such Event of Loss had not occurred and (B) if the Lease Period Date occurs prior to the Loss Payment Date with respect to which Stipulated Loss Value is determined, an amount equal to the Basic Rent that has actually would have been paid; due on such Lease Period Date if such Event of Loss had not occurred, or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), ) during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause subparagraph (i) above and above, together with all other amounts that then may be due hereunder (including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Operative DocumentsParticipation Agreement and under the Tax Indemnity Agreement, (1) the obligation of Lessee to pay the installments of Basic Rent Rent, Supplemental Rent, Stipulated Loss Value, Termination Value or any other amount shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except 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 in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer transfer, and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraft.. In the event Lessee shall elect to substitute an aircraft (or an airframe or an airframe and one or more engines, as the case may be) Lessee shall, at its sole expense, not later than the Business Day next succeeding the 120th day following the occurrence of such Event of Loss, (A) convey or cause to be conveyed to Lessor and to be leased by Lessee hereunder, an aircraft (or an airframe or an airframe and one or more engines which, together with the Engines constituting a part of the Aircraft but not installed thereon at the time of such Event of Loss constitute the Aircraft) free and clear of all Liens (other than Permitted Liens) and having a value, utility and remaining useful life (without regard to hours or cycles) at least equal to the Aircraft subject to such Event of Loss assuming no Event of Loss had occurred and that the Aircraft had been maintained in accordance with this Lease; provided that any aircraft, airframe or engine so substituted hereunder shall be of the same or improved model as those initially leased hereunder and (B) prior to or at the time of any such substitution, Lessee (or any Sublessee), at its own expense, will (1) furnish Lessor with a full warranty xxxx of sale and a Federal Aviation Administration xxxx of sale, in form and substance reasonably satisfactory to Lessor, evidencing such transfer of title, (2) cause a Lease Supplement and a Trust Supplement to be duly executed by Lessee and filed for recording pursuant to the Federal 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 8(f) of the Participation Agreement, (3) 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 desirable by Lessor to perfect its and the Indenture Trustee's interest therein and herein, (4) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 with respect to such substituted property as Lessor may reasonably request, (5) furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture (whether or not the Trust Indenture is then in effect), and Lessor simultaneously 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 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 the

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor written notice of such Event of Loss, and, and within sixty forty-five (6045) days after such Event of Loss, Loss Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e3(f) hereof, an amount equal to the Termination Stipulated Loss Value of the Aircraft corresponding to the Termination Stipulated Loss Value Date occurring on or immediately following the Loss Payment Date; provided, however, that if a Lease Period Date (shall occur on or prior to the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date with respect to which Stipulated Loss Value is determined, Lessee shall occur after pay on such Lease Period Date (A) if the final day of Lease Period Date occurs on the TermLoss Payment Date with respect to which Stipulated Loss Value is determined, an amount equal to the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent that would have been due on such Lease Period Date (but only to the Determination extent payable in arrears as indicated on Exhibit B) if such Event of Loss had not occurred and (B) if the Lease Period Date occurs prior to the Loss Payment Date with respect to which Stipulated Loss Value is determined, an amount equal to the Basic Rent that has actually would have been paid; due on such Lease Period Date if such Event of Loss had not occurred, or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), ) during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause subparagraph (i) above and above, together with all other amounts that then may be due hereunder (including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Operative DocumentsParticipation Agreement and under the Tax Indemnity Agreement, (1) the obligation of Lessee to pay the installments of Basic Rent Rent, Supplemental Rent, Stipulated Loss Value, Termination Value or any other amount shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except 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 in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer transfer, and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraft.. In the event Lessee shall elect to substitute an aircraft (or an airframe or an airframe and one or more engines, as the case may be) Lessee shall, at its sole expense, not later than the Business Day next succeeding the 120th day following the occurrence of such Event of Loss, (A) convey or cause to be conveyed to Lessor and to be leased by Lessee hereunder, an aircraft (or an airframe or an airframe and one or more engines which, together with the Engines constituting a part of the Aircraft but not installed thereon at the time of such Event of Loss constitute the Aircraft) free and clear of all Liens (other than Permitted Liens) and having a value, utility and remaining useful life (without regard to hours or cycles) at least equal to the Aircraft subject to such Event of Loss assuming that the Aircraft had been maintained in accordance with this Lease; provided that any aircraft, airframe or engine so substituted hereunder shall be of the same or improved model as those initially leased hereunder and (B) prior to or at the time of any such substitution, Lessee (or any Sublessee), at its own expense, will (1) furnish Lessor with a full warranty xxxx of sale and a Federal

Loss Destruction Requisition Etc. During the Sublease Term except as otherwise expressly provided herein, Sublessee shall bear the entire risk of loss of or damage to the Aircraft. Accordingly: (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereonAircraft, Lessee Sublessee shall forthwith (and and, in any event, within fifteen seven (157) days after such occurrence) give Lessor Sublessor written notice of such Event of Loss, and, within sixty . On or before the earlier to occur of (60x) days the actual receipt by Sublessee of any insurance proceeds in respect of such Event of Loss and (y) the one hundred twentieth (120th) day after the date of such Event of Loss, Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth but in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not no case later than the earlier last day of the Sublease Term, Sublessee shall pay to Agent in immediately available funds the Stipulated Loss Value, whereupon (x1) the Business Day next succeeding obligation of Sublessee to pay Basic Rent with respect to the ninetieth Aircraft for any period commencing after the date of payment of such Stipulated Loss Value shall terminate; provided the Sublessee shall remain liable for all payments of Basic Rent due on or before the date of such payment of Stipulated Loss Value, (90th2) day following the Sublease Term shall end and (3) Sublessor, after compliance by Sublessee with all of its other obligations hereunder, including without limitation payment of Supplemental Rent then due, will cause Lessor to transfer to Sublessee, without recourse or warranty, title to the Aircraft free and clear of Sublessor Liens and shall cause Agent to execute and deliver to Sublessee an appropriate instrument releasing the Aircraft from the Lien of the Mortgage. (b) Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine only, Sublessee shall give Sublessor prompt written notice thereof and shall, as soon as practical but in any event within one hundred twenty (120) days after the occurrence of such Event of Loss, (y) convey or cause to be conveyed to Lessor, as replacement for the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in Engine with respect of to which such Event of Loss; provided that Loss occurred, title to a Replacement Engine free and clear of all Liens, other than Permitted Liens, and having a value, utility, mod status at least equal to, and of the same or improved model, service bulletin status, and maintenance status (i.e., total time, hours/cycles remaining until next inspection, overhaul or scheduled removal) and in no event shall payment be at least as good operating condition as, the Engine with respect to which such Event of Loss occurred, assuming such Engine was of the value, utility and remaining life and in the condition and repair required under this clause (i)(y) by the terms hereof immediately prior to the sixtieth (60th) day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (z) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e) hereof, an amount equal to the Termination Value of the Aircraft corresponding to the Termination Value Date occurring on or immediately following the Loss Payment Date (the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paid; or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss the amount specified in clause (i) aboveLoss. At such time as Lessor shall have received the amounts specified in clause (i) above and all other amounts due under the Operative Documents, (1) the obligation of Lessee to pay the installments of Basic Rent shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, with the terms of the Trust Indenture and transfer Prior to or at the direction time of Lesseeany such conveyance, without recourseSublessee, representation or warranty (except as to the absence of Lessor Liens), all of Lessor's right, title and interest in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraft.its own expense,

Loss Destruction Requisition Etc. (a) Event of Loss ----------------------------------- ------------- with Respect to the AircraftAirframe. Upon Lessee shall notify Lessor promptly and in any ---------------------------- event within 15 days of the occurrence of an Event of Loss with respect to the Airframe or with respect to the Airframe and the Engines and/or or engines then installed thereonon the Airframe. By written notice to Lessor, Lessee shall forthwith (the Indenture Trustee and in any event, the Owner Participant given within fifteen (15) 60 days after such occurrence) give Lessor written notice of such Event of Loss, and, within sixty (60) days after such Event of Loss, Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, Lessee shall elect one of the following two alternatives (yfailure by Lessee to make such election within said 60 days being deemed an election of alternative (i)): (i) the tenth (10th) day (or, if such day is not pay to Lessor on a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except date as provided in the proviso contained in said clause (ii)) or (z) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"last paragraph of this Section 10(a), Lessee shall pay or cause to be paid to Lessor in funds (A) the Stipulated Loss Value for the Aircraft, computed as of the type date specified in Section 3(eExhibit A coinciding with or next preceding the date of payment, plus interest at the Debt Rate from such date specified in Exhibit A to the date of payment, (B) hereofthe Basic Rent installment payment, if any, due on such date of payment (if payable in arrears but not if payable in advance), plus any other amounts of Basic Rent which shall be due and unpaid other than any installment of Basic Rent due after such date, (C) all other amounts, whether Supplemental Rent (including an amount equal to the Termination Value premium, if any, owing by Lessor in respect of the Aircraft corresponding Certificates) or otherwise, owing by Lessee to Lessor, the Termination Value Date occurring on or immediately following Owner Participant, the Loss Payment Date (Indenture Trustee and the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent)Holders hereunder, under the Participation Agreement, the Indenture, the Certificates or the Indemnity Agreement and under the Tax Indemnity Agreement; provided that (D) any reasonable out-of-pocket costs or expenses incurred in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paid; or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance connection with this Section 10(a), during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss and the amount specified related prepayment of the Certificates by Lessor, the Owner Participant, the Holders or the Indenture Trustee. Upon payment in clause (i) above. At full of such time as Lessor shall have received the amounts specified in clause (i) above and all other amounts due under the Operative Documentsamounts, (1x) this Lease, including the obligation of Lessee hereunder to pay the all succeeding installments of Basic Rent Rent, shall cease terminate and (y) provided that no Event of Default has occurred and is -------- continuing, Lessor shall transfer to accrue, Lessee (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost subject to any insurer's salvage rights and expense of Lessee, in accordance with the terms provisions of Section 9.08 of the Trust Indenture and transfer to or at the direction of LesseeIndenture), without recourserecourse or warranty, representation or warranty (except as to the absence of Lessor Liens)set forth in Section 4, all of Lessor's right, title and interest interest, if any, in and to the Aircraft. 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 termination of this Lease, a release of the Indenture and such other documents (including Uniform Commercial Code termination statements) as Lessee reasonably requests, or (ii) provided that no Event of Default or Payment or Bankruptcy -------- Default shall have occurred and be continuing and that Lessee shall have reimbursed the reasonable expenses of all parties entitled thereto pursuant to this clause (ii), Lessee shall cause to be duly conveyed to Lessor, as replacement for the Airframe and Engines with respect to which such Event of Loss occurred, title to a XxXxxxxxx Xxxxxxx MD-11 airframe which was delivered initially by the Manufacturer no earlier than 1993 and having at least the equivalent value, utility and remaining useful life as the Airframe being replaced had immediately prior to the occurrence of such Event of Loss (assuming the Airframe had been maintained in accordance with this Lease), and title to a number of engines equal to the number of Engines with respect to which such Event of Loss has occurred of the same make and model (or engines of another manufacturer suitable for installation and use on the Airframe, provided that all three replacement -------- engines shall be of identical make and model and any replacement engines of a different manufacturer than the original Engines subject shall be then commonly used in the commercial passenger aviation industry on MD-11 series airframes) and in at least as good operating condition and having at least the same value and utility as the Engine being replaced had immediately before such Event of Loss occurred, assuming such Engine is in at least as good condition as required to be maintained hereunder, in each case to be owned by Lessee free and clear of all Liens whatsoever (other than Permitted Liens), in passenger configuration, duly certified as an airworthy aircraft by the FAA and being in good operating condition, but in all events in at least as good operating condition and repair as required by the terms hereof, in each such case, immediately prior to the occurrence of such Event of Loss. In such case Lessee will promptly (A) furnish Lessor with bills of sale, in form and substance satisfactory to Lessor, covering such replacement airframe, engine or engines, as well the case may be, (B) cause such replacement airframe to be duly registered in the name of Lessor pursuant to the Act or the laws of such other jurisdiction in which registration is permitted pursuant to Section 19 of the Participation Agreement, (C) cause supplements hereto and to the Trust Agreement and the Indenture, in form and substance satisfactory to Lessor, covering such replacement airframe, engine or engines, as the case may be, under this Lease, to be, in the case of the supplement to this Lease, duly executed by Lessee and, in the case of each such supplement, recorded pursuant to the Act or such laws, (D) furnish Lessor with such evidence (which shall be in the form of an appraisal or other report, as the case may be, from a qualified independent expert or experts reasonably satisfactory to Lessor) of the value and utility of, and good title to, such replacement airframe, engine or engines, and airworthiness, residual value and remaining useful life of such replacement airframe and the airworthiness after replacement of the Aircraft, and of compliance with the insurance provisions of Section 11 with respect to such replacement airframe, engine or engines, as the case may be, as Lessor reasonably requests, (E) furnish Lessor with all documents, certificates and opinions necessary to enable Lessor to comply with the requirements of Section 9.08 of the Indenture, (F) furnish Lessor and the Owner Participant with an opinion in form and substance satisfactory to the Owner Participant of tax counsel chosen by the Owner Participant and reasonably acceptable to the 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 in form and substance satisfactory to the Owner Participant against such adverse tax consequences, (G) assign to Lessor all manufacturer's and vendor's warranties with respect to such replacement, (H) furnish Lessor, the Indenture Trustee and the Owner Participant with an opinion addressed to each of them, of counsel reasonably acceptable to them to the effect that the benefits of Section 1110 of the Bankruptcy Code would be available to Lessor and Indenture Trustee with respect to such replacement airframe, engine or engines and (I) take such other action as Lessor reasonably requests in order that title to such replacement airframe, engine or engines, as the case may be, is duly and properly vested in Lessor, leased hereunder and subjected to the Lien of the Indenture to the same extent as the Airframe, Engine or Engines not replaced thereby. Upon full compliance by Lessee with the terms of this subparagraph (a) (ii), Lessor will transfer to Lessee (subject to such Event any insurer's salvage rights and in accordance with the provisions of LossSection 9.08 of the Indenture), and furnish to without recourse or at the direction of Lessee a xxxx of sale to transfer "warranty, except as isset forth in Section 4, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer and (4) Lessee will be subrogated to all claims of Lessorinterest, if any, against third partiesin and to the Airframe, for damage Engine or Engines with respect to or loss of the Airframe and any Engines which were subject to such Event of Loss occurred. In connection with such transfer, Lessee shall prepare and Lessor shall execute or forward to the extent Indenture Trustee for execution, as the case may be, all in recordable form, a xxxx of the then insured value of the Aircraft.sale evidencing such transfer, a release of

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor written notice of such Event of Loss, and, and within sixty forty-five (6045) days after such Event of Loss, Loss Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e3(f) hereof, an amount equal to the Termination Stipulated Loss Value of the Aircraft corresponding to the Termination Stipulated Loss Value Date occurring on or immediately following the Loss Payment Date; provided, however, that if a Lease Period Date (shall occur on or prior to the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date with respect to which Stipulated Loss Value is determined, Lessee shall occur after pay on such Lease Period Date (A) if the final day of Lease Period Date occurs on the TermLoss Payment Date with respect to which Stipulated Loss Value is determined, an amount equal to the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent that would have been due on such Lease Period Date (but only to the Determination extent payable in arrears as indicated on Exhibit B) if such Event of Loss had not occurred and (B) if the Lease Period Date occurs prior to the Loss Payment Date with respect to which Stipulated Loss Value is determined, an amount equal to the Basic Rent that has actually would have been paid; due on such Lease Period Date if such Event of Loss had not occurred, or (ii) so long as no Default of the type referred to in Section 14(a), 14(b) or 14(e) or Event of Default shall have occurred and be continuing, substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause subparagraph (i) above and above, together with all other amounts that then may be due hereunder (including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Operative DocumentsParticipation Agreement and under the Tax Indemnity Agreement, (1) the obligation of Lessee to pay the installments of Basic Rent Rent, Supplemental Rent, Stipulated Loss Value, Termination Value or any other amount shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except 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 in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer transfer, and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraft.. In the event Lessee shall elect to substitute an aircraft (or an airframe or an airframe and one or more engines, as the case may be) Lessee shall, at its sole expense, not later than the Business Day next succeeding the 120th day following the occurrence of such Event of Loss, (A) convey or cause to be conveyed to Lessor and to be leased by Lessee hereunder, an aircraft (or an airframe or an airframe and one or more engines which, together with the Engines constituting a part of the Aircraft but not installed thereon at the time of such Event of Loss constitute the Aircraft) free and clear of all Liens (other than Permitted Liens) and having a value, utility and remaining useful life (without regard to hours or cycles) at least equal to the Aircraft subject to such Event of Loss assuming that the Aircraft had been maintained in accordance with this Lease; provided that any aircraft, airframe or engine so substituted hereunder shall be of the same or improved model as those initially leased hereunder and any airframe so substituted hereunder shall have been delivered by the Manufacturer pursuant to the Purchase Agreement on a date after the Airframe was delivered by the Manufacturer pursuant to the Purchase Agreement and Lessee shall comply with the provisions of any asset value agreement applicable to such substituted airframe which are comparable to Section 10(d) of the Asset Value Agreement and (B) prior to or at the time of any such substitution, Lessee (or any Sublessee), at its own expense, will (1) furnish Lessor with a full warranty xxxx of sale and a Federal Aviation Administration xxxx of sale, in form and substance reasonably satisfactory to Lessor, evidencing such transfer of title, (2) cause a Lease Supplement and a Trust Supplement to be duly executed by Lessee and filed for recording pursuant to the Federal 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 8(f) of the Participation Agreement, (3) 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 desirable by Lessor to perfect its and the Indenture Trustee's interest therein and herein, (4) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 with respect to such substituted property as Lessor may reasonably request, (5) furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor simultaneously 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 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 the Aircraft or the Airframe and one or more Engines, as the case may be, 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 (or any Sublessee), evidencing such transfer, (6) furnish Lessor with an opinion of counsel (which shall be Cadwalader, Xxxxxxxxxx & Xxxx and, if not, other counsel chosen by Lessee and reasonably acceptable to Lessor) reasonably satisfactory to Lessor to the effect that Lessor and the Indenture Trustee as assignee of Lessor will be entitled to the benefits of Section 1110 of the U.S. Bankruptcy Code

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor written notice of such Event of Loss, and, and within sixty forty-five (6045) days after such Event of Loss, Loss Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e3(f) hereof, an amount equal to the Termination Stipulated Loss Value of the Aircraft corresponding to the Termination Stipulated Loss Value Date occurring on or immediately following the Loss Payment Date; provided, however, that if a Lease Period Date (shall occur on or prior to the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date with respect to which Stipulated Loss Value is determined, Lessee shall occur after pay on such Lease Period Date an amount equal to the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent that would have been due on (but only to the Determination extent payable in arrears as indicated on Exhibit B) or prior to such Lease Period Date that has actually been paid; if such Event of Loss had not occurred, or (ii) so long as no Default of the type referred to in Section 14(a), 14(b) or 14(e) or Event of Default shall have occurred and be continuing, substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause subparagraph (i) above and above, together with all other amounts that then may be due hereunder (including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Operative DocumentsParticipation Agreement and under the Tax Indemnity Agreement, (1) the obligation of Lessee to pay the installments of Basic Rent Rent, Supplemental Rent, Stipulated Loss Value, Termination Value or any other amount shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except 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 in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer and (4) Lessee will be subrogated to all claims of Lessortransfer, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraft.and

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee the Owner shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor the Indenture Trustee written notice of such Event of Loss, and, and within sixty forty-five (6045) days after such Event of Loss, Lessee Loss the Owner shall give Lessor the Indenture Trustee written notice of its election to perform one of the following options (it being agreed that if Lessee the Owner shall not have given such notice of election within such period, Lessee the Owner shall be deemed to have elected the option set forth in clause (i) below). Lessee The Owner may elect either to: (i) make redeem the payments specified Secured Certificates in this clause (i), in which event accordance with Section 2.10 hereof not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee the Owner to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e) hereof, an amount equal to the Termination Value of the Aircraft corresponding to the Termination Value Date occurring on or immediately following the Loss Payment Date (the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paidTrustee; or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee the Owner does not perform its obligation to effect such substitution in accordance with this Section 10(a), 7.06(a) during the period of time provided herein, then Lessee the Owner shall pay or cause to be paid to Lessor the Indenture Trustee on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time In the event the Owner shall elect to substitute an aircraft (or an airframe or an airframe and one or more engines, as Lessor shall have received the amounts specified in clause (i) above and all other amounts due under the Operative Documents, (1) the obligation of Lessee to pay the installments of Basic Rent shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation or warranty (except as to the absence of Lessor Lienscase may be), all the Owner shall at its sole expense, not later than the Business Day next succeeding the 120th day following the occurrence of Lessor's right, title and interest in and to the Airframe and any Engines subject to such Event of Loss, as well as (x) cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engines not subject to such Engine shall have been installed on the Airframe when it suffered an Event of Loss, a Replacement Engine therefor, such Replacement Airframe and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer and (4) Lessee will be subrogated to all claims of LessorReplacement Engines, if any, against third partiesto be free and clear of all Liens (other than Permitted Liens) and having a value, for damage utility and remaining useful life (without regard to hours or loss of cycles) at least equal to the Airframe and any Engines which were or Engine, as the case may be, subject to such Event of Loss assuming no Event of Loss had occurred and that the Aircraft had been maintained in accordance with this Trust Indenture; provided that the Replacement Airframe and the Replacement Engines, if any, shall be of the same or improved model as the Airframe or Engine, as the case may be, that are replaced and (y) prior to or at the time of any such substitution, the Owner (or any Lessee), at its own expense, will (1) furnish the Indenture Trustee a copy of the original xxxx of sale respecting such Replacement Airframe and the Replacement Engines, if any, and appropriate instruments assigning to the extent Indenture Trustee the benefits, if any, of all manufacturer's and vendor's warranties generally available and permitted to be assigned by the Owner with respect to such Replacement Airframe and Replacement Engines, if any, (2) cause a Trust Indenture Supplement to be duly executed by the Owner and filed for recording pursuant to the Federal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Replacement Airframe and Replacement Engines, if any, may then be registered as permitted by Section 8(f) of the Participation Agreement, (3) cause a financing statement or statements with respect to such Replacement Airframe and Replacement Engines, if any, to be filed in such place or places as are deemed necessary or desirable by counsel for the Indenture Trustee to perfect the Indenture Trustee's interest therein, (4) furnish the Indenture Trustee with such evidence of compliance with the insurance provisions of Section 7.04 with respect to such Replacement Airframe and Replacement Engines, if any, as the Indenture Trustee's counsel may reasonably request, (5) furnish the Indenture Trustee with (A) an opinion of in-house counsel to the Owner, or other counsel satisfactory to the Indenture Trustee, stating that the Replacement Airframe and Replacement Engines, if any, has or have been validly subjected to the Lien of this Trust Indenture, the instruments subjecting such Replacement Airframe and Replacement Engines, if any, to the Lien of this Trust Indenture, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then insured value applicable to the registration of the Aircraft.Replacement Airframe and Replacement Engines, if any, and no further action, filing or recording of any

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee the Owner shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor the Indenture Trustee written notice of such Event of Loss, and, and within sixty forty-five (6045) days after such Event of Loss, Lessee Loss the Owner shall give Lessor the Indenture Trustee written notice of its election to perform one of the following options (it being agreed that if Lessee the Owner shall not have given such notice of election within such period, Lessee the Owner shall be deemed to have elected the option set forth in clause (i) below). Lessee The Owner may elect either to: (i) make redeem the payments specified Secured Certificates in this clause (i), in which event accordance with Section 2.10 hereof not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee the Owner to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e) hereof, an amount equal to the Termination Value of the Aircraft corresponding to the Termination Value Date occurring on or immediately following the Loss Payment Date (the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paidTrustee; or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee the Owner does not perform its obligation to effect such substitution in accordance with this Section 10(a), 7.06(a) during the period of time provided herein, then Lessee the Owner shall pay or cause to be paid to Lessor the Indenture Trustee on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time In the event the Owner shall elect to substitute an aircraft (or an airframe or an airframe and one or more engines, as Lessor shall have received the amounts specified in clause (i) above and all other amounts due under the Operative Documents, (1) the obligation of Lessee to pay the installments of Basic Rent shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation or warranty (except as to the absence of Lessor Lienscase may be), all the Owner shall at its sole expense, not later than the Business Day next succeeding the 120th day following the occurrence of Lessor's right, title and interest in and to the Airframe and any Engines subject to such Event of Loss, as well as (x) cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engines not subject to such Engine shall have been installed on the Airframe when it suffered an Event of Loss, a Replacement Engine therefor, such Replacement Airframe and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer and (4) Lessee will be subrogated to all claims of LessorReplacement Engines, if any, against third partiesto be free and clear of all Liens (other than Permitted Liens) and having a value, for damage utility and remaining useful life (without regard to hours or loss of cycles) at least equal to the Airframe and any Engines which were or Engine, as the case may be, subject to such Event of Loss assuming no Event of Loss had occurred and that the Aircraft had been maintained in accordance with this Trust Indenture; provided that the Replacement Airframe and the Replacement Engines, if any, shall be of the same or improved model as the Airframe or Engine, as the case may be, that are replaced and (y) prior to or at the time of any such substitution, the Owner (or any Lessee), at its own expense, will (1) furnish the Indenture Trustee a copy of the original xxxx of sale respecting such Replacement Airframe and the Replacement Engines, if any, and appropriate instruments assigning to the extent Indenture Trustee the benefits, if any, of all manufacturer's and vendor's warranties generally available and permitted to be assigned by the Owner with respect to such Replacement Airframe and Replacement Engines, if any, (2) cause a Trust Indenture Supplement to be duly executed by the Owner and filed for recording pursuant to the Federal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Replacement Airframe and Replacement Engines, if any, may then be registered as permitted by Section 8(f) of the Participation Agreement, (3) cause a financing statement or statements with respect to such Replacement Airframe and Replacement Engines, if any, to be filed in such place or places as are deemed necessary or desirable by counsel for the Indenture Trustee to perfect the Indenture Trustee's interest therein, (4) furnish the Indenture Trustee with such evidence of compliance with the insurance provisions of Section 7.04 with respect to such Replacement Airframe and Replacement Engines, if any, as the Indenture Trustee's counsel may reasonably request, (5) furnish the Indenture Trustee with (A) an opinion of in-house counsel to the Owner, or other counsel satisfactory to the Indenture Trustee, stating that the Replacement Airframe and Replacement Engines, if any, has or have been validly subjected to the Lien of this Trust Indenture, the instruments subjecting such Replacement Airframe and Replacement Engines, if any, to the Lien of this Trust Indenture, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then insured value applicable to the registration of the Aircraft.Replacement

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee the Owner shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor the Indenture Trustee written notice of such Event of Loss, and, and within sixty forty-five (6045) days after such Event of Loss, Lessee Loss the Owner shall give Lessor the Indenture Trustee written notice of its election to perform one of the following options (it being agreed that if Lessee the Owner shall not have given such notice of election within such period, Lessee the Owner shall be deemed to have elected the option set forth in clause (i) below). Lessee The Owner may elect either to: (i) make redeem the payments specified Secured Certificates in this clause (i), in which event accordance with Section 2.10 hereof not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee the Owner to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e) hereof, an amount equal to the Termination Value of the Aircraft corresponding to the Termination Value Date occurring on or immediately following the Loss Payment Date (the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paidTrustee; or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee the Owner does not perform its obligation to effect such substitution in accordance with this Section 10(a), 7.06(a) during the period of time provided herein, then Lessee the Owner shall pay or cause to be paid to Lessor the Indenture Trustee on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time In the event the Owner shall elect to substitute an aircraft (or an airframe or an airframe and one or more engines, as Lessor shall have received the amounts specified in clause (i) above and all other amounts due under the Operative Documents, (1) the obligation of Lessee to pay the installments of Basic Rent shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation or warranty (except as to the absence of Lessor Lienscase may be), all the Owner shall at its sole expense, not later than the Business Day next succeeding the 120th day following the occurrence of Lessor's right, title and interest in and to the Airframe and any Engines subject to such Event of Loss, as well as (x) cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engines not subject to such Engine shall have been installed on the Airframe when it suffered an Event of Loss, a Replacement Engine therefor, such Replacement Airframe and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer and (4) Lessee will be subrogated to all claims of LessorReplacement Engines, if any, against third partiesto be free and clear of all Liens (other than Permitted Liens) and having a value, for damage utility and remaining useful life (without regard to hours or loss of cycles) at least equal to the Airframe and any Engines which were or Engine, as the case may be, subject to such Event of Loss assuming that the Aircraft had been maintained in accordance with this Trust Indenture; provided that the Replacement Airframe and the Replacement Engines, if any, shall be of the same or improved model as the Airframe or Engine, as the case may be, that are replaced and (y) prior to or at the time of any such substitution, the Owner (or any Lessee), at its own expense, will (1) furnish the Indenture Trustee a copy of the original xxxx of sale respecting such Replacement Airframe and the Replacement Engines, if any, and appropriate instruments assigning to the Indenture Trustee the benefits, if any, of all manufacturer's and vendor's warranties generally available and permitted to be assigned by the Owner with respect to such Replacement Airframe and Replacement Engines, if any, (2) cause a Trust Indenture Supplement to be duly executed by the Owner and filed for recording pursuant to the Federal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Replacement Airframe and Replacement Engines, if any, may then be registered as permitted by Section 8(f) of the Participation Agreement, (3) cause a financing statement or statements with respect to such Replacement Airframe and Replacement Engines, if any, to be filed in such place or places as are deemed necessary or desirable by counsel for the Indenture Trustee to perfect the Indenture Trustee's interest therein, (4) furnish the Indenture Trustee with such evidence of compliance with the insurance provisions of Section 7.04 with respect to such Replacement Airframe and Replacement Engines, if any, as the Indenture Trustee's counsel may reasonably request, (5) furnish the Indenture Trustee with (A) an opinion of in-house counsel to the Owner, or other counsel satisfactory to the Indenture Trustee, stating that the Replacement Airframe and Replacement Engines, if any, has or have been validly subjected to the Lien of this Trust Indenture, the instruments subjecting such Replacement Airframe and Replacement Engines, if any, to the Lien of this Trust Indenture, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Replacement Airframe and Replacement Engines, if any, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the Lien of this Trust Indenture on such Replacement Airframe and Replacement Engines, if any (B) a certificate signed by a duly authorized officer of the Owner stating the following: (i) a description of the replaced Airframe and Engines, if any, which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number; (ii) a description of the Replacement Airframe and Replacement Engines, if any, to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the replaced Airframe and Engines, if any; (iii) that the Replacement Airframe and Replacement Engines, if any, is or are of the same or an improved model as the Airframe and Engines, if any, requested to be released from this Trust Indenture; (iv) the value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Airframe and Replacement Engines, if any, as of the date of such certificate (which in the judgment of the Owner shall be not less than the then value, utility and remaining useful life (without regard to hours or cycles) of the Airframe and Engines, if any, requested to be released (assuming such Airframe and Engines, if any, was or were in the condition and repair required to be maintained under this Trust Indenture)); and (v) that no Event of Default or Default has occurred which has not been remedied or waived, and that the Owner will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe and Replacement Engines, if any, in the performance of any of the terms and covenants of the Owner, and (C) a certificate from either an aircraft engineer (who may be an employee of the Owner) or a firm of independent aircraft appraisers selected by the Owner confirming the accuracy of the information set forth in sub-clause (iv) of the immediately preceding clause (5)(B) of this Section 7.06(a), and (6) furnish the Indenture Trustee with an opinion of counsel (which shall be Cadwalader, Xxxxxxxxxx & Xxxx and, if not, other counsel chosen by the Owner and reasonably acceptable to the Indenture Trustee) reasonably satisfactory to the Indenture Trustee to the effect that the Indenture Trustee will be entitled to the benefits of Section 1110 of the U.S. Bankruptcy Code with respect to the Replacement Airframe, provided that such opinion need not be delivered to the extent that immediately prior to such substitution the benefits of Section 1110 of the then insured value U.S. Bankruptcy Code were not, solely by reason of a change in law or governmental interpretation thereof, available to the Indenture Trustee. For all purposes hereof, the property so substituted shall after such transfer be deemed part of the Aircraft.property subject to the Lien of this

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the ------------------------------------------ occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or or engines then installed thereon, Lessee shall (1) forthwith (and in any event, within fifteen three (153) days after such occurrence) give Lessor written notice of such Event of LossLoss and (2) to the extent not previously paid to Lessor as insurance proceeds, and, within sixty (60) days after such Event of Loss, Lessee shall give Lessor written notice of its election pay or cause to perform one of be paid in the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments manner specified in this clause Section 3(d) hereof to Lessor (i), in which event not later than the date required for such payment being herein referred to as the "Loss Payment Date") within the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the 45 days after such occurrence of such Event of Loss, and (y) three (3) days of the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in proceeds, the sum of (A) the Stipulated Loss Value with respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth Aircraft, plus (60thB) day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (z) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor all Rent then due and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e) hereof, an amount equal to the Termination Value of the Aircraft corresponding to the Termination Value Date occurring on or immediately following the Loss Payment Date (the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paid; or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss the amount specified in clause (i) aboveunpaid hereunder. At such time as Lessor shall have actually received the sum of the amounts specified in clause clauses (iA) above and all other amounts due under the Operative Documents(B) above, (1I) the obligation of Lessee to pay the installments of Basic Rent hereunder with respect to the Aircraft and the Aircraft Documents with respect thereto shall cease to accrue, (2II) this the Lease shall terminate, (3III) Lessor will comply, at the sole cost and expense of Lessee, with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except as to the absence of Lessor Liens), all of Lessor's right, title and interest in and to the Airframe and any Engines subject to Airframe, the Aircraft Documents with respect thereto and, if an Aircraft has suffered such Event of Loss, as well as any the Engines not subject to of such Event of LossAircraft "as-is, where-is" and furnish to or at the direction and cost of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee)Lessee, evidencing such transfer transfer, and (4IV) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for parties (other than in respect of any insurance policy independently maintained by the Lessor pursuant to Section 11 hereof) to the extent the same relate to physical damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the AircraftLoss.

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor written notice of such Event of Loss, and, within sixty (60) days after such Event of Loss, Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e) hereof, an amount equal to the Termination Value of the Aircraft corresponding to the Termination Value Date occurring on or immediately following the Loss Payment Date (the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paid; or; (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause (i) above and above, together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Operative DocumentsParticipation Agreement and under the Tax Indemnity Agreement, (1) the obligation of Lessee to pay the installments of Basic Rent shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except as to the absence of Lessor Liens), all of Lessor's right, title and interest in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer transfer, and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraft.

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor written notice of such Event of Loss, and, within sixty (60) days after such Event of Loss, Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e) hereof, an amount equal to the Termination Value of the Aircraft corresponding to the Termination Value Date occurring on or immediately following the Loss Payment Date (the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paid; or; (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause (i) above and above, together with all other amounts that then may be due hereunder (including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Operative DocumentsParticipation Agreement and under the Tax Indemnity Agreement, (1) the obligation of Lessee to pay the installments of Basic Rent shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except as to the absence of Lessor Liens), all of Lessor's right, title and interest in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraft.

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe any Aircraft or the Airframe and the Engines and/or engines then installed thereonAirframe, Lessee shall forthwith (and and, in any event, within fifteen (15) 15 days after such occurrence) give Lessor written notice of such Event of Loss, and, within sixty (60) days after such Event of Loss, Lessee shall give Lessor written notice of its election to perform one of on the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the third Business Day next succeeding following receipt of casualty insurance proceeds with respect thereto, but in no event more than 90 days following the ninetieth (90th) day following date of the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (z) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid Lessor, in addition to Lessor any installment of Basic Rent then otherwise due and payable, in funds of the type specified in Section 3(e3(c) hereof, an amount equal to the Event of Loss Termination Value of the Aircraft corresponding to the Termination Value Date occurring on or immediately following the Loss Payment Date (the "Determination Date") for such Aircraft, together with all other amounts that then may be due hereunder (excluding Basic Rent due on any costs and expenses incurred by the Determination Date, but including, without limitation, all Basic Rent due before Loan Participant incurred by unwinding and breaking fixed funds loaned in connection with financing such Aircraft. In the date event of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paid; or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) day following the occurrence full of such Event of Loss the amount specified in clause (i) above. At Termination Value and such time as Lessor shall have received the amounts specified in clause (i) above costs and all other amounts due under the Operative Documentsexpenses, (1) the obligation of Lessee to pay the installments Basic Rent with respect to such Aircraft for any Lease Period commencing after that in which such Event of Loss occurs shall terminate; provided that Lessee shall remain liable for all payments of Basic Rent shall cease to accruedue and payable before the date of such payment of Termination Value, (2) this Lease the Term shall terminate, end with respect to such Aircraft and (3) upon payment of all Rent then due hereunder, Lessor will comply, at the sole cost and expense of Lessee, with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except as to the absence of Lessor Liens and Unmatured Lessor Liens, in each case attributable to it), all Lessor's right, title and interest, of any, in and to such Airframe and Engines related to such Airframe. Such transfer to Lessee will not affect or limit in any way any obligations of Lessee hereunder not specifically discharged by such payment of Event of Loss Termination Value and Rent including, but not limited to, payments of Supplemental Rent. Without limitation to the foregoing, upon the occurrence of an Event of Loss with respect to an Aircraft in which event the entire insurance proceeds are applied in reduction of the Note outstanding related to such Aircraft, the excess insurance proceeds, if any, shall be applied in reduction of any other principal amounts of the Note. (b) 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 an Airframe, Lessee shall give Lessor and the Loan Participant prompt written notice thereof and shall, within 60 days after the occurrence of such Event of Loss, duly convey to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to another Xxxxx & Xxxxxxx Model JT9D-7F Engine (or engine of the same or another manufacturer of the same or an improved model and suitable for installation and use on the related Airframe) owned by Lessee free and clear of all Liens not excepted in Section 6 and having a value and utility at least equal to, and being in as good operating conditions 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 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, Lessee, at its own expense, will (i) furnish Lessor with a xxxx of sale, in form and substance satisfactory to Lessor and the Loan Participant, with respect to such replacement engine, (ii) cause a supplement hereto, in form and substance satisfactory to Lessor and the Loan Participant, subjecting such replacement engine to this Lease, to be duly executed by Lessee, (iii) furnish Lessor and the Loan Participant with such evidence of compliance with the insurance provisions of Section 11 with respect to such replacement engine as Lessor may reasonably request and (iv) furnish Lessor and the Loan Participant with such evidence of title as Lessor may reasonably request to the effect that, upon such conveyance, Lessor will acquire full title, free and clear of all Liens, except Permitted Liens, to such replacement engine and that it will be leased hereunder to the same extent as the Engine replaced thereby. Upon full compliance by Lessee with the terms of this paragraph (b), Lessor will transfer to Lessee, without recourse or warranty (except as to the absence of Lessor Liens and Unmatured Lessor Liens attributable to it), all of Lessor's right, title and interest interest, if any, in and to the Airframe and any Engines subject Engine with respect to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent occurred. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the then insured value property leased hereunder, shall be deemed an "Engine" as defined herein, as the case may be, and, if such replacement engine is in replacement for an Engine, shall be deemed part of the related Aircraft. 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. If for reasons beyond the control of Lessee it is not possible for Lessee to comply fully with this Section 10(b) within 90 days after the Event of Loss (or within an additional thirty (30) days thereafter if Lessee is diligently pursuing such compliance), Lessee shall on such 90th or 30th day, as applicable, deposit with the Loan Participant, so long as the Mortgage shall be in effect, and thereafter with Lessor, an amount equal to 5% of the Event of Loss Termination Value of the related Aircraft computed as of the next Lease Period Date, such amount to be returned to Lessee upon full compliance with this Section 10(b), it being understood that notwithstanding such deposit Lessee shall continue to be required to comply with the other provisions of this Section 10(b) as soon as possible.

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence ------------------------------------------ of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee shall (1) forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor written notice of such Event of Loss, and, Loss and (2) within sixty (60) 45 days after such Event of Lossoccurrence, Lessee shall give Lessor written notice of its election to perform one of the following options (it [First Amended and Restated Lease Agreement (1989 I)] being agreed understood that if Lessee shall not have given the failure to give such notice of election within such period, Lessee shall be deemed to have elected be an election of the option set forth in clause subsection (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not Not later than the earlier to occur of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises and (y) the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (z) an earlier third Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date")after receipt of insurance proceeds, Lessee shall shall: (i) pay or cause to be paid to Lessor in funds of the type as specified in Section 3(e) hereof, an amount equal to (A) the Termination Stipulated Loss Value of the Aircraft corresponding to computed as of the Termination Stipulated Loss Value Date occurring on or immediately following the date of such Event of Loss, plus (B) interest on such Stipulated Loss Payment Value at the Applicable Rate from and including such Stipulated Loss Value Date to, but not including, the date of any advance payment in respect of Stipulated Loss Value as provided below, and thereafter on the unpaid balance of such Stipulated Loss Value from the date of such advance payment to, but excluding, the date such Stipulated Loss Value is paid in full, plus (C) the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent premium, if any, due on the Determination DateCertificates; provided, however, that if the Commencement Date or a Lease Period Date shall occur after the Stipulated Loss Value Date with respect to which Stipulated Loss Value is determined but including, without limitation, all Basic Rent due before prior to the date of such payment and all Supplemental Rentof the sum of the amounts specified in clauses (A), under (B) and (C) above, Lessee shall pay on the Participation Agreement and under Commencement Date or such Lease Period Date an amount equal to the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent that would have been due on the Determination Commencement Date that has actually been paid; or such Lease Period Date if such Event of Loss had not occurred, which amount shall be credited as an advance against the amounts payable pursuant to clauses (A), (B) and (c) above, or (ii) provided that no Default or Event of Default shall have occurred and be continuing, substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; , in accordance with the terms of this Section 10 and of the Trust Indenture, provided that, that if Lessee does not perform its obligation shall have elected to effect make a substitution under this clause (ii) and shall fail for any reason to make such substitution in accordance with this Section 10(a)the terms hereof and of the Trust Indenture, during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on make the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss the amount specified in payments required by clause (i) aboveabove as and when due thereunder. At such time as Lessor shall have received the sum of the amounts specified in clause clauses (A), (B) and (C) of subparagraph (i) above and above, together with all other amounts that then may be due hereunder (including, without limitation, all Supplemental Rent due on or before the date of such payment), under the Operative DocumentsParticipation Agreement and under the Tax Indemnity Agreement, (1) the obligation of Lessee to pay the installments of Basic Rent, Supplemental Rent (other than such Supplemental Rent that becomes due after the date of such payment but which is attributable to an act or omission occurring prior to such date), Stipulated Loss Value, Termination Value or any other amount shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except as to the 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 in and to the Japanese Lease, and the Airframe and any [First Amended and Restated Lease Agreement (1989 I)] Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer transfer, and (4) Lessee will be subrogated to all claims of Lessor, if any, against third partiesparties (other than Lessor's or the Owner Participant's insurers under policies independently maintained at its own cost and expense in accordance with Section 11(e) hereof), for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss. In the event Lessee shall elect to substitute an aircraft (or an airframe or an airframe and one or more engines, as the case may be) Lessee shall, not later than the Business Day next succeeding the 120th day following the occurrence of such Event of Loss (A) convey or cause to be conveyed to Lessor (or so long as the Japanese Lease is in effect, to Primary Lessor) and to be leased by Lessee hereunder, an aircraft (or an airframe or an airframe and one or more engines which, together with the Engines constituting a part of the Aircraft but not installed thereon at the time of such Event of Loss, constitute the Aircraft) free and clear of all Liens (other than Permitted Liens) and having at least the value and utility and being in as good an operating condition as, the Aircraft subject to such Event of Loss assuming that the Aircraft had been maintained in accordance with this Lease; provided that any aircraft, airframe or engine so substituted hereunder shall be of the same or improved make and model as those initially leased hereunder and (B) prior to or at the time of any such substitution, Lessee (or any Sublessee), at its own expense, will (1) furnish Lessor (or so long as the Japanese Lease is in effect, Primary Lessor) with a full warranty xxxx of sale and a FAA 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), evidencing such transfer of title, (2) cause a Lease Supplement and a Trust Supplement to be duly executed by Lessee and filed for recording pursuant to the extent Federal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered, (3) furnish Owner Participant with such evidence of compliance with the insurance provisions of Section 11 with respect to such substituted property as Owner Participant may reasonably request, (4) provide to Owner Participant an opinion of tax counsel, who shall be satisfactory to Owner Participant, as to the tax consequences (without any requirement as to the nature of such tax consequences) to the Lessor and Owner Participant of such substitution and Lessor shall acquire legal title to the Aircraft pursuant to the terms of the Japanese Lease (if the Japanese Lease is then insured value in effect) and Lessor simultaneously will comply with the terms of the Aircraft.Trust Indenture and transfer to or at the direction of Lessee, without recourse or warranty (except as to the 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 in and to the Aircraft or the Airframe and one or more Engines, as the case may be, 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, (5) provide an opinion of counsel, which counsel and opinion shall be reasonably acceptable to the Owner Participant, to the effect that Lessor, the Owner Participant and the Indenture Trustee shall be entitled to the benefits and protections of Section 1110 of the Bankruptcy Code with respect to [First Amended and Restated Lease Agreement (1989 I)]

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor written notice of such Event of Loss, and, and within sixty forty-five (6045) days after such Event of Loss, Loss Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e3(f) hereof, an amount equal to the Termination Stipulated Loss Value of the Aircraft corresponding to the Termination Stipulated Loss Value Date occurring on or immediately following the Loss Payment Date; provided, however, that if a Lease Period Date (shall occur on or prior to the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date with respect to which Stipulated Loss Value is determined, Lessee shall occur after pay on such Lease Period Date an amount equal to the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent that would have been due on (but only to the Determination extent payable in arrears as indicated on Exhibit B) or prior to such Lease Period Date that has actually been paid; if such Event of Loss had not occurred, or (ii) so long as no Default of the type referred to in Section 14(a), 14(b) or 14(e) or Event of Default shall have occurred and be continuing, substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause subparagraph (i) above and above, together with all other amounts that then may be due hereunder (including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Operative DocumentsParticipation Agreement and under the Tax Indemnity Agreement, (1) the obligation of Lessee to pay the installments of Basic Rent Rent, Supplemental Rent, Stipulated Loss Value, Termination Value or any other amount shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except 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 in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer transfer, and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraft.. In the event Lessee shall elect to substitute an aircraft (or an airframe or an airframe and one or more engines, as the case may be) Lessee shall, at its sole expense, not later than the Business Day next succeeding the 120th day following the occurrence of such Event of Loss, (A) convey or cause to be conveyed to Lessor and to be leased by Lessee hereunder, an aircraft (or an airframe or an airframe and one or more engines which, together with the Engines constituting a part of the Aircraft but not installed thereon at the time of such Event of Loss constitute the Aircraft) free and clear of all Liens (other than Permitted Liens) and having a value, utility and remaining useful life (without regard to hours or cycles) at least equal to the Aircraft subject to such Event of Loss assuming that the Aircraft had been maintained in accordance with this Lease; provided that any aircraft, airframe or engine so substituted hereunder shall be of the same or improved model as those initially leased hereunder and any airframe so substituted hereunder shall have been delivered by the Manufacturer pursuant to the Purchase Agreement on a date after the Airframe was delivered by the Manufacturer pursuant to the Purchase Agreement and Lessee shall comply with the provisions of any asset value agreement applicable to such substituted airframe which are comparable to Section 10(d) of the Asset Value Agreement and (B) prior to or at the time of any such substitution, Lessee (or any Sublessee), at its own expense, will (1) furnish Lessor with a full warranty xxxx of sale and a Federal Aviation Administration xxxx of sale, in form and substance reasonably satisfactory to Lessor, evidencing such transfer of title, (2) cause a Lease Supplement and a Trust Supplement to be duly executed by Lessee and filed for recording pursuant to the Federal 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 8(f) of the Participation Agreement, (3) 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 desirable by Lessor to perfect its and the Indenture Trustee's interest therein and herein, (4) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 with respect to such substituted property as Lessor may reasonably request, (5) furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor simultaneously 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 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 the Aircraft or the Airframe and one or more Engines, as the case may be, 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 (or any Sublessee), evidencing such transfer, (6) furnish Lessor with an opinion of counsel (which shall be Cadwalader, Xxxxxxxxxx & Xxxx and, if not, other counsel chosen by Lessee and reasonably acceptable to Lessor) reasonably satisfactory to Lessor to the effect that Lessor and the Indenture Trustee as assignee of Lessor will be entitled to the benefits of Section 1110 of the U.S. Bankruptcy Code with respect to the substitute aircraft, 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

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor written notice of such Event of Loss, and, and within sixty forty-five (6045) days after such Event of Loss, Loss Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e3(f) hereof, an amount equal to the Termination Stipulated Loss Value of the Aircraft corresponding to the Termination Stipulated Loss Value Date occurring on or immediately following the Loss Payment Date; provided, however, that if a Lease Period Date (shall occur prior to the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date with respect to which Stipulated Loss Value is determined, Lessee shall occur after pay on such Lease Period Date an amount equal to the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due that would have been payable on the Determination such Lease Period Date that has actually been paid; if such Event of Loss had not occurred, or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), ) during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause subparagraph (i) above and above, together with all other amounts that then may be due hereunder (including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Operative DocumentsParticipation Agreement and under the Tax Indemnity Agreement, (1) the obligation of Lessee to pay the installments of Basic Rent Rent, Supplemental Rent, Stipulated Loss Value, Termination Value or any other amount shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except 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 in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx bill of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee Lessxx (or any Sublessee), evidencing such transfer transfer, and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraft.. In the event Lessee shall elect to substitute an aircraft (or an airframe or an airframe and one or more engines, as the case may be) Lessee shall, at its sole expense, not later than the Business Day next succeeding the 120th day following the occurrence of such Event of Loss, (A) convey or cause to be conveyed to Lessor and to be leased by Lessee hereunder, an aircraft (or an airframe or an airframe and one or more engines which, together with the Engines constituting a part of the Aircraft but not installed thereon at the time of such Event of Loss constitute the Aircraft) free and clear of all Liens (other than Permitted Liens) and having a value, utility and remaining useful life (without regard to hours or cycles) at least equal to the Aircraft subject to such Event of Loss assuming no Event of Loss had occurred and that the Aircraft had been maintained in accordance with this Lease; provided that any aircraft, airframe or engine so substituted hereunder shall be of the same or improved model as those initially leased hereunder and (B) prior to or at the time of any such substitution, Lessee (or any Sublessee), at its own expense, will (1) furnish Lessor with a full warranty bill of sale and a Federal Aviation Administration bill of sale, ix xxrm and substance reasonably satisfactory to Lesxxx, evidencing such transfer of title, (2) cause a Lease Supplement and a Trust Supplement to be duly executed by Lessee and filed for recording pursuant to the Federal 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 8(f) of the Participation Agreement, (3) 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 desirable by Lessor to perfect its and the Indenture Trustee's interest therein and herein, (4) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 with respect to such substituted property as Lessor may reasonably request, (5) furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture (whether or not the Trust Indenture is then in effect), and Lessor simultaneously 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 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 the Aircraft or the Airframe and one or more Engines, as the case may be, with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a bill of sale in form and substance reasonably satisfactory to Lessxx (or any Sublessee), evidencing such transfer, (6) furnish Lessor with an opinion of counsel (which shall be Cadwalader, Wickersham & Taft and, if not, other counsel chosen by Lessee and xxxxxxxxxx acxxxxable to Lessor) reasonably satisfactory to Lessor to the effect that Lessor and the Indenture Trustee as assignee of Lessor

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the AircraftAircraft or the Airframe During Initial Lease Period. Upon the occurrence of an Event of Loss with respect to the Airframe Aircraft or the Airframe during the Initial Lease Period, Lessee shall, within sixty (60) days of such occurrence, pay to Lessor (i) all installments of Basic Rent due with respect to the Aircraft to that date; (ii) the Stipulated Loss Value in respect of the Aircraft; and (iii) interest at the Incentive Rate on any amounts of overdue Rent outstanding. Upon the payment of the Stipulated Loss Value in respect of the Aircraft, Lessee's obligation to pay future installments of Basic Rent in respect of the Aircraft shall cease. Lessor will transfer to Lessee, without recourse or warranty (except for Lessor's Warranty and subject to the disclaimer set forth in Section 4(a) hereof), all Lessor's right, title and interest, if any, in and to the Airframe and Engines and/or engines then (if any) with respect to which such Event of Loss occurred, as well as all Lessor's right, title and interest in and to any Engines constituting part of the Aircraft with respect to which such Event of Loss occurred but not installed thereonthereon when such Event of Loss occurred. (b) Event of Loss with Respect to the Aircraft or the Airframe During Base Lease Period or any Renewal Period. Upon the occurrence of an Event of Loss with respect to the Aircraft or Airframe during the Base Lease Period or any Renewal Period, Lessee shall forthwith (and and, in any event, within fifteen (15) days after such occurrence) give Lessor written notice of such Event of Loss, and, within sixty (60) days after such Event of Loss, Lessee shall give Lessor written notice Loss and of its election election, subject to the terms hereof, to perform one of the following two options (it being agreed that (i) within one year after the date of occurrence of such Event of Loss, during which time Lessee's obligation to pay Basic Rent shall continue, Lessee shall convey or cause to be conveyed to Lessor, to be leased by Lessee hereunder in replacement of the Airframe, title to a Replacement Airframe (together with the same number of Replacement Engines as the Engines, if any, installed on the Airframe at the time such Event of Loss occurred), such Replacement Airframe and Replacement Engines to be free and clear of all Liens other than Liens permitted by Section 6, to have a value, utility and useful life at least equal to, and to be in as good operating condition as, the Airframe and the Engines, if any, so replaced (assuming the Airframe and such Engines were in the condition and repair required by the terms of this Agreement), provided that if Lessee shall not have given perform its obligation to effect such notice of election within such period, Lessee shall be deemed to have elected the option set forth in replacement under this clause (i) below). Lessee may elect either to: (i) make the payments specified promptly upon receipt of any insurance proceeds paid in this clause (i)accordance with Section 11 hereof, but in which any event not no later than ninety (90) days after the earlier date of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) Lessee shall deposit with Lessor the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided amount that in no event shall payment would be required under this clause (i)(y) prior to by the sixtieth (60th) day following the occurrence terms of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except to be paid with respect to the Aircraft, such amount to be held by the Lessor until paid over to the Lessee or applied to reduce the Lessor's investment, and such amount may be invested by the Lessor as provided in Section 24; provided further that (A) if the proviso contained replacement occurs pursuant to Section 10(d) hereof, during the one (1) year period, Lessor shall pay to Lessee the amount held at such time (giving effect to any increase or decrease thereof on account of actions taken pursuant to Section 24, hereof) which was deposited with Lessor by Lessee pursuant to this clause (i) and Lessor will execute and deliver any documents requested by Lessee to terminate Lessor's interest, if any in said such amount, or (B) if no replacement occurs by the end of the one (1) year period, the Event of Loss with respect to the Airframe shall be deemed to have occurred on the last day of such one (1) year period and Lessee shall comply with the provisions of clause (ii)) or (zof this Section 10(b) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and except that the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause amount to be paid to Lessor in funds of by Lessee as the type specified in Section 3(e) hereof, an amount equal to the Termination Stipulated Loss Value of the Aircraft corresponding shall be (1) On or before ninety (90) days after the date of Event of Loss, Lessee shall pay to Lessor, in immediately available funds the Stipulated Loss Value of the Aircraft, whereupon the obligation of Lessee to pay Basic Rent hereunder with respect to the Termination Value Date Aircraft for any period commencing on or after the Basic Rent payment date occurring on or immediately following after the date as of which such Stipulated Loss Payment Date (the "Determination Date") together with Value is computed shall terminate, provided that Lessee shall remain liable for all other amounts that then may be due hereunder (excluding payments of Basic Rent for the Aircraft due on the Determination Date, but including, without limitation, all Basic Rent due or before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable of Stipulated Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paid; or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause (i) above and all other amounts due under the Operative Documents, (1) the obligation of Lessee to pay the installments of Basic Rent shall cease to accrueValue, (2) this Lease the Term for the Aircraft shall terminateend, and (3) Lessor will comply, at the sole cost and expense of Lessee, with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except as for Lessor's Warranty and subject to the absence of Lessor Liensdisclaimer set forth in Section 4(a) hereof), all Lessor's right, title and interest, if any, in and to the Airframe and Engines (if any) with respect to which such Event of Loss occurred, as well as all Lessor's right, title and interest in and to any Engines constituting part of the Aircraft with respect to which such Event of Loss occurred but not installed thereon when such Event of Loss occurred. (c) Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine only, under circumstances in which there has been no Event of Loss to the Airframe Lessee shall give Lessor prompt written notice thereof and any Engines subject to shall, within thirty (30) days after the occurrence of such Event of Loss, as well as any Engines not subject convey or cause to such Event of Loss, and furnish be conveyed to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, as replacement for damage the Engine with respect to or loss of the Airframe and any Engines which were subject to such Event of Loss occurred, title to a Replacement Engine free and clear of all Liens not excepted in Section 6 and having performance and durability characteristics and 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 or utility and in the condition and repair required by the terms hereof immediately prior to the extent of the then insured value of the Aircraft.occurrence

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor written notice of such Event of Loss, and, and within sixty forty-five (6045) days after such Event of Loss, Loss Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e3(f) hereof, an amount equal to the Termination Stipulated Loss Value of the Aircraft corresponding to the Termination Stipulated Loss Value Date occurring on or immediately following the Loss Payment Date; provided, however, that if a Lease Period Date (shall occur on or prior to the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date with respect to which Stipulated Loss Value is determined, Lessee shall occur after pay on such Lease Period Date (A) if the final day of Lease Period Date occurs on the TermLoss Payment Date with respect to which Stipulated Loss Value is determined, an amount equal to the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent that would have been due on such Lease Period Date (but only to the Determination extent payable in arrears as indicated on Exhibit B) if such Event of Loss had not occurred and (B) if the Lease Period Date occurs prior to the Loss Payment Date with respect to which Stipulated Loss Value is determined, an amount equal to the Basic Rent that has actually would have been paid; due on such Lease Period Date if such Event of Loss had not occurred, or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), ) during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause subparagraph (i) above and above, together with all other amounts that then may be due hereunder (including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Operative DocumentsParticipation Agreement and under the Tax Indemnity Agreement, (1) the obligation of Lessee to pay the installments of Basic Rent Rent, Supplemental Rent, Stipulated Loss Value, Termination Value or any other amount shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except 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 in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer transfer, and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraft.. In the event Lessee shall elect to substitute an aircraft (or an airframe or an airframe and one or more engines, as the case may be) Lessee shall, at its sole expense, not later than the Business Day next succeeding the 120th day following the occurrence of such Event of Loss, (A) convey or cause to be conveyed to Lessor and to be leased by Lessee hereunder, an aircraft (or an airframe or an airframe and one or more engines which, together with the Engines constituting a part of the Aircraft but not installed thereon at the time of such Event of Loss constitute the Aircraft) free and clear of all Liens (other than Permitted Liens) and having a value, utility and remaining useful life (without regard to hours or cycles) at least equal to the Aircraft subject to such Event of Loss assuming no Event of Loss had occurred and that the Aircraft had been maintained in accordance with this Lease; provided that any aircraft, airframe or engine so substituted hereunder shall be of the same or improved model as those initially leased hereunder and (B) prior to or at the time of any such substitution, Lessee (or any Sublessee), at its own expense, will (1) furnish Lessor with a full warranty xxxx of sale and a Federal Aviation Administration xxxx of sale, in form and substance reasonably satisfactory to Lessor, evidencing such transfer of title, (2) cause a Lease Supplement and a Trust Supplement to be duly executed by Lessee and filed for recording pursuant to the Federal 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 8(f) of the Participation Agreement, (3) cause a financing statement or statements with respect to such substituted property to be filed in such place or

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee shall (1) forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor written notice of such Event of Loss, and, Loss and (2) within sixty (60) 60 days after such Event of Lossoccurrence, Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed understood that if Lessee shall not have given the failure to give such notice of election within such period, Lessee shall be deemed to have elected be an election of the option set forth in clause (i) below). Lessee may elect either to:): (i) make On the payments specified in this clause (i), in which event not later than Stipulated Loss Value Date occurring next after the earlier of (x) the 100/th/ day following the occurrence of such Event of Loss or (y) the third Business Day following receipt by the loss payee of the insurance proceeds in respect of such Event of Loss (but not earlier than the Business Day next succeeding the ninetieth 65/th/ day following the occurrence of such Event of Loss) (90ththe applicable day being the "Loss Payment Date"), Lessee shall, to the extent not previously paid to Lessor or Mortgagee, as the case may be, as insurance proceeds, pay or cause to be paid to Lessor as specified in Section 3(e) hereof the Stipulated Loss Value of the Aircraft computed as of the aforesaid Stipulated Loss Value Date plus, if such Stipulated Loss Value Date is a Lease Period Date, Basic Rent due on such Lease Period Date (excluding Basic Rent payable in advance on such Lease Period Date), or (ii) Not later than the Business Day next succeeding the 100/th/ day following the occurrence of such Event of Loss, (y) the tenth (10th) day (orLessee shall, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such provided that no Default or Event of Loss; provided that in no event Default shall payment have occurred and be required under this clause (i)(y) prior to the sixtieth (60th) day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (z) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date")continuing, Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e) hereof, an amount equal to the Termination Value of the Aircraft corresponding to the Termination Value Date occurring on or immediately following the Loss Payment Date (the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paid; or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; , in accordance with the terms of this Section 10 and of the Trust Indenture, provided that, that if Lessee does not perform its obligation shall have elected to effect make a substitution under this clause (ii) and shall fail for any reason to make such substitution in accordance with this Section 10(a)the terms hereof and of the Trust Indenture, during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on make the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss the amount specified in payments required by clause (i) aboveabove as and when due thereunder. At such time as Lessor shall have received the amounts specified in clause subparagraph (i) above and above, together with all other amounts that then may be due hereunder (including, without limitation, all Basic Rent due on or before the date of such payment (other than Basic Rent payable in advance and due on such payment date) and all Supplemental Rent due on or before the date of such payment), under the Operative DocumentsParticipation Agreement and under the Tax Indemnity Agreement, (1) the obligation of Lessee to pay the installments of Basic Rent Rent, Stipulated Loss Value, Termination Value, Special Termination Value or any other amount shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except as to the 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 in and to the Airframe and any the Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer transfer, and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for parties to the extent the same relate to physical damage to or loss of the Airframe and any Engines which were subject to such Event of Loss. In the event Lessee shall elect to substitute an aircraft (or an airframe or an airframe and one or more engines, as the case may be) Lessee shall, at its sole cost and expense, (A) convey or cause to be conveyed to Lessor a Boeing Model 757-200 aircraft (or an airframe or an airframe and an engine which, together with the Engines or Engine constituting a part of the Aircraft but not installed thereon at the time of such Event of Loss, constitute the Aircraft) free and clear of all Liens (other than Permitted Liens) and having at least the value, utility and remaining useful life of the Aircraft subject to such Event of Loss assuming that the Aircraft had been maintained in accordance with this Lease; provided that any airframe so substituted hereunder shall be of the same or improved make and model as that initially leased hereunder; and provided further that any airframe so substituted hereunder shall have the year of its manufacture not more than one year prior to the extent year of manufacture of the then insured value airframe initially leased hereunder, and (B) prior to or at the time of any such substitution, Lessee (or any Sublessee), at its own expense, will (1) furnish Lessor with a full warranty xxxx of sale and an FAA xxxx of sale, in form and substance reasonably satisfactory to Lessor, evidencing such transfer of title, (2) cause a Lease Supplement and an Indenture Supplement to be duly executed by Lessee and filed for recording pursuant to the Federal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe was registered at the time of such Event of Loss 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 necessary in order to perfect the security interests therein created by or pursuant to the Trust Indenture (or, with regard to the precautionary lease financing statements, pursuant to this Lease), (3) furnish the Lessor with such evidence of Lessee's title to such replacement aircraft (with respect to any replacement aircraft owned by Lessee at the time of such substitution) and compliance with the insurance provisions of Section 11 with respect to such substituted property as Lessor or the Mortgagee may reasonably request, (4) provide to Lessor, Owner Participant and Mortgagee all of the Aircraft.documentation required to be provided by it pursuant to Section 5.6 of the Trust Indenture satisfactory in form and substance to each of them, (5) provide Lessor, Owner Participant and the Mortgagee a reasonably satisfactory opinion of counsel, which counsel shall be reasonably acceptable to Lessor, the Owner Participant and the Mortgagee that Lessor (as Lessor under this Lease) and the Mortgagee (as assignee of all right, title and interest of Lessor under the Lease) shall be entitled to the benefits and protections of Section 1110 of the Bankruptcy Code with respect to the aircraft substituted hereunder, and (6) provide Owner Participant an opinion of independent tax counsel, selected by Owner Participant and reasonably satisfactory to Lessee, to the effect that such substitution will not result in any adverse tax consequences to Lessor and/or the Owner Participant (it being understood that if such opinion cannot be given Lessee may indemnify Owner Participant for such adverse tax consequences in lieu of such opinion in a manner reasonably satisfactory in form and substance (including Lessee's ability to pay such indemnity) to the Owner Participant), and the Owner Participant and Lessor simultaneously 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 absence of Lessor Liens (including for this purpose Liens that would be Lessor Liens but for the proviso to

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee Sublessee shall forthwith (and in any event, within fifteen five (155) days after such occurrence) give Sublessor and Head Lessor written notice of such Event of Loss, and, within sixty (60) days after such Event of Loss, Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not Not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 90th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee Sublessee to Lessor and the Indenture Trustee Sublessor (the "“Loss Payment Date"”), Lessee Sublessee shall pay or cause to be paid to Lessor Sublessor (or its designee) in funds of the type specified in Section 3(e3(d) hereof, an amount equal to the Termination Stipulated Loss Value of the Aircraft corresponding to the Termination Stipulated Loss Value Date occurring on or immediately following the Loss Payment Date; provided, however, that if a Sublease Period Date (shall occur on or prior to the "Determination Date") Loss Payment Date with respect to which Stipulated Loss Value is determined, Sublessee shall pay on such Sublease Period Date an amount equal to the Basic Rent that would have been due on or prior to such Sublease Period Date if such Event of Loss had not occurred. At such time as Sublessor shall have received the amounts specified in the preceding sentence, together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment Stipulated Loss Value Date by reference to which the Stipulated Loss Value is calculated for the Loss Payment Date and all Supplemental Rent then due) (1) the obligation of Sublessee to pay the installments of Basic Rent, Supplemental Rent, Stipulated Loss Value or any other amount shall cease to accrue (but without affecting the provisions of Section 29(b) or 29(c) hereof), under (2) except for the Participation Agreement provisions of Sections 29(b) and under 29(c) of this Sublease (which shall survive), this Sublease shall terminate, (3) Sublessor will transfer, and exercise such rights as it may have to cause Head Lessor to transfer, to or at the Tax Indemnity Agreement; provided that in any instance in direction of Sublessee, without recourse or warranty (except, with respect to Head Lessor, as to the absence of Head Lessor Liens, including for this purpose Liens which would be Head Lessor Liens but for the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date proviso in the Termdefinition of Head Lessor Liens, and, with respect to Sublessor, as to the 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 Head Lessor’s and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paid; or (ii) substitute an aircraft or an airframe or an airframe and one or more enginesSublessor’s, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause (i) above and all other amounts due under the Operative Documents, (1) the obligation of Lessee to pay the installments of Basic Rent shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation or warranty (except as to the absence of Lessor Liens), all of Lessor's right, title and interest in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and will exercise such rights as it may have to cause the Owner to furnish to or at the direction of Lessee Sublessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer transfer, and (4) Lessee Sublessee will be subrogated to all claims of Sublessor and Head Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraft. If at any time Sublessor shall be permitted to substitute an airframe for the Airframe pursuant to Section 10 of the Head Lease, Sublessor shall have the right, in its sole discretion, to substitute an airframe for the Airframe under this Sublease.

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee the Owner shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor the Indenture Trustee written notice of such Event of Loss, and, and within sixty forty-five (6045) days after such Event of Loss, Lessee Loss the Owner shall give Lessor the Indenture Trustee written notice of its election to perform one of the following options (it being agreed that if Lessee the Owner shall not have given such notice of election within such period, Lessee the Owner shall be deemed to have elected the option set forth in clause (i) below). Lessee The Owner may elect either to: (i) make redeem the payments specified Secured Certificates in this clause (i), in which event accordance with Section 2.10 hereof not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee the Owner to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e) hereof, an amount equal to the Termination Value of the Aircraft corresponding to the Termination Value Date occurring on or immediately following the Loss Payment Date (the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paidTrustee; or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee the Owner does not perform its obligation to effect such substitution in accordance with this Section 10(a), 7.06(a) during the period of time provided herein, then Lessee the Owner shall pay or cause to be paid to Lessor the Indenture Trustee on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time In the event the Owner shall elect to substitute an aircraft (or an airframe or an airframe and one or more engines, as Lessor shall have received the amounts specified in clause (i) above and all other amounts due under the Operative Documents, (1) the obligation of Lessee to pay the installments of Basic Rent shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation or warranty (except as to the absence of Lessor Lienscase may be), all the Owner shall at its sole expense, not later than the Business Day next succeeding the 120th day following the occurrence of Lessor's right, title and interest in and to the Airframe and any Engines subject to such Event of Loss, as well as (x) cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engines not subject to such Engine shall have been installed on the Airframe when it suffered an Event of Loss, a Replacement Engine therefor, such Replacement Airframe and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer and (4) Lessee will be subrogated to all claims of LessorReplacement Engines, if any, against third partiesto be free and clear of all Liens (other than Permitted Liens) and having a value, for damage utility and remaining useful life (without regard to hours or loss of cycles) at least equal to the Airframe and any Engines which were or Engine, as the case may be, subject to such Event of Loss assuming no Event of Loss had occurred and that the Aircraft had been maintained in accordance with this Trust Indenture; provided that the Replacement Airframe and the Replacement Engines, if any, shall be of the same or improved model as the Airframe or Engine, as the case may be, that are replaced and (y) prior to or at the time of any such substitution, the Owner (or any Lessee), at its own expense, will (1) furnish the Indenture Trustee a copy of the original xxxx of sale respecting such Replacement Airframe and the Replacement Engines, if any, and appropriate instruments assigning to the Indenture Trustee the benefits, if any, of all manufacturer's and vendor's warranties generally available and permitted to be assigned by the Owner with respect to such Replacement Airframe and Replacement Engines, if any, (2) cause a Trust Indenture Supplement to be duly executed by the Owner and filed for recording pursuant to the Federal Aviation Act, or the applicable laws, rules and regulations of any other jurisdiction in which the Replacement Airframe and Replacement Engines, if any, may then be registered as permitted by Section 8(f) of the Participation Agreement, (3) cause a financing statement or statements with respect to such Replacement Airframe and Replacement Engines, if any, to be filed in such place or places as are deemed necessary or desirable by counsel for the Indenture Trustee to perfect the Indenture Trustee's interest therein, (4) furnish the Indenture Trustee with such evidence of compliance with the insurance provisions of Section 7.04 with respect to such Replacement Airframe and Replacement Engines, if any, as the Indenture Trustee's counsel may reasonably request, (5) furnish the Indenture Trustee with (A) an opinion of in-house counsel to the Owner, or other counsel satisfactory to the Indenture Trustee, stating that the Replacement Airframe and Replacement Engines, if any, has or have been validly subjected to the Lien of this Trust Indenture, the instruments subjecting such Replacement Airframe and Replacement Engines, if any, to the Lien of this Trust Indenture, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Replacement Airframe and Replacement Engines, if any, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the Lien of this Trust Indenture on such Replacement Airframe and Replacement Engines, if any (B) a certificate signed by a duly authorized officer of the Owner stating the following: (i) a description of the replaced Airframe and Engines, if any, which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number; (ii) a description of the Replacement Airframe and Replacement Engines, if any, to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the replaced Airframe and Engines, if any; (iii) that the Replacement Airframe and Replacement Engines, if any, is or are of the same or an improved model as the Airframe and Engines, if any, requested to be released from this Trust Indenture; (iv) the value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Airframe and Replacement Engines, if any, as of the date of such certificate (which in the judgment of the Owner shall be not less than the value, utility and remaining useful life (without regard to hours or cycles) of the Airframe and Engines, if any, requested to be released (assuming no Event of Loss and that such Airframe and Engines, if any, was or were in the condition and repair required to be maintained under this Trust Indenture)); and (v) that no Event of Default or Default has occurred which has not been remedied or waived, and that the Owner will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe and Replacement Engines, if any, in the performance of any of the terms and covenants of the Owner, and (C) a certificate from either an aircraft engineer (who may be an employee of the Owner) or a firm of independent aircraft appraisers selected by the Owner confirming the accuracy of the information set forth in sub-clause (iv) of the immediately preceding clause (5)(B) of this Section 7.06(a), and (6) furnish the Indenture Trustee with an opinion of counsel (which shall be Cadwalader, Xxxxxxxxxx & Xxxx and, if not, other counsel chosen by the Owner and reasonably acceptable to the Indenture Trustee) reasonably satisfactory to the Indenture Trustee to the effect that the Indenture Trustee will be entitled to the benefits of Section 1110 of the U.S. Bankruptcy Code with respect to the Replacement Airframe, provided that such opinion need not be delivered to the extent that immediately prior to such substitution the benefits of Section 1110 of the then insured value U.S. Bankruptcy Code were not, solely by reason of a change in law or governmental interpretation thereof, available to the Aircraft.Indenture Trustee. For all purposes hereof, the property so substituted shall after such

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor written notice of such Event of Loss, and, and within sixty forty-five (6045) days after such Event of Loss, Loss Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e3(f) hereof, an amount equal to the Termination Stipulated Loss Value of the Aircraft corresponding to the Termination Stipulated Loss Value Date occurring on or immediately following the Loss Payment Date; provided, however, that if a Lease Period Date (shall occur prior to the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date with respect to which Stipulated Loss Value is determined, Lessee shall occur after pay on such Lease Period Date an amount equal to the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent that would have been due on the Determination such Lease Period Date that has actually been paid; if such Event of Loss had not occurred, or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause subparagraph (i) above and above, together with all other amounts that then may be due hereunder (including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Operative DocumentsParticipation Agreement and under the Tax Indemnity Agreement, (1) the obligation of Lessee to pay the installments of Basic Rent Rent, Supplemental Rent, Stipulated Loss Value, Termination Value or any other amount shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except 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 in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer transfer, and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraft.. In the event Lessee shall elect to substitute an aircraft (or an airframe or an airframe and one or more engines, as the case may be) Lessee shall, at its sole expense, not later than the Business Day next succeeding the 120th day following the occurrence of such Event of Loss, (A) convey or cause to be conveyed to Lessor and to be leased by Lessee hereunder, an aircraft (or an airframe or an airframe and one or more engines which, together with the Engines constituting a part of the Aircraft but not installed thereon at the time of such Event of Loss constitute the Aircraft) free and clear of all Liens (other than Permitted Liens) and having a value, utility and remaining useful life at least equal to the Aircraft subject to such Event of Loss assuming that the Aircraft had been maintained in accordance with this Lease; provided that any aircraft, airframe or engine so substituted hereunder shall be of the same or improved model as those initially leased hereunder and (B) prior to or at the time of any such substitution, Lessee (or any Sublessee), at its own expense, will (1) furnish Lessor with a full warranty xxxx of sale and a Federal Aviation Administration xxxx of sale, in form and substance reasonably satisfactory to Lessor, evidencing such transfer of title, (2) cause a Lease Supplement and a Trust Supplement to be duly executed by Lessee and filed for recording pursuant to the Federal 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 8(f) of the Participation Agreement, (3) 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 desirable by Lessor to perfect its and the Indenture Trustee's interest therein and herein, (4) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 with respect to such substituted property as Lessor may reasonably request, (5) furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor simultaneously 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 absence of Lessor Liens, including for this purpose Liens

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the AircraftEquipment. Upon the ------------------------------------------- occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereonany Item of Equipment, Lessee shall forthwith (and and, in any event, within fifteen (15) 30 days after such occurrence) give Lessor written notice of such Event of Loss, and, within sixty (60) days after such Event of Loss, Lessee shall give Lessor written notice of its election to perform one of upon the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the Business Day Payment Date next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) day following the occurrence of such Event of Loss or if Lessee exercises (unless such Payment Date shall be within 30 days after such occurrence, in which case upon the option to substitute provided in clause (ii) below (except as provided in Payment Date next succeeding the proviso contained in said clause (ii)) or (z) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss next Payment Date"), Lessee shall shall, at Lessee's option, either (i) pay or cause to be paid to Lessor Lessor, in funds of the type specified in Section 3(e) hereof3(b)hereof, an amount equal to the Termination Stipulated Loss Value for such Item of the Aircraft corresponding to the Termination Value Date occurring on or immediately following the Loss Equipment as of such Payment Date (the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paid; or or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation convey to effect such substitution in accordance with this Section 10(a), during the period of time provided herein, then Lessee shall pay Lessor (or cause to be paid conveyed to Lessor on the Business Day next succeeding the ninetieth Lessor), as replacement for such Item of Equipment, title to replacement equipment, such replacement equipment to be free and clear of all Liens (90thother than Liens referred to in its clauses (i) day following the occurrence through (vi) of Section 8), to have a value and utility at least equal to, and to be in as good operating condition as, such Item of Equipment immediately prior to such Event of Loss, assuming compliance by Lessee with the terms of this Lease with respect to such Item of Equipment. Upon payments of the Stipulated Loss Value for any Item of Equipment in compliance with the amount specified in clause foregoing terms of this subsection (i) above. At such time as Lessor shall have received the amounts specified in clause (i) above and all other amounts due under the Operative Documentsa), (1x) the obligation of Lessee to pay the installments of Basic Rent in respect of such Item of Equipment, which Basic Rent was required by this Lease to be paid on or after such Payment Date, shall cease to accruecease, (2y) this Lease the Term for such Item of Equipment shall terminateend effective as to such Item of Equipment as of such Payment Date, and (3z) Lessor will comply, at the sole cost and expense of Lessee, with the terms of the Trust Indenture and transfer offer to or at the direction of Lessee, without recourse, representation recourse or warranty (except as to the absence of Lessor Liens), all of Lessor's rightrights, title and interest in and to such Item of Equipment. Upon conveyance to Lessor of title to replacement equipment in compliance with the Airframe foregoing terms of this subsection (a), such replacement equipment shall become Equipment for all purposes of this Lease and any Engines the Lease Supplement relevant to the Item of Equipment being replaced and the other Transaction Documents and shall be subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, the terms hereof and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraftthereof.

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee shall forthwith (and in any event, within fifteen (15) days after such occurrence) give Lessor written notice of such Event of Loss, and, and within sixty forty-five (6045) days after such Event of Loss, Loss Lessee shall give Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) 120th day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (zy) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e3(f) hereof, an amount equal to the Termination Stipulated Loss Value of the Aircraft corresponding to the Termination Stipulated Loss Value Date occurring on or immediately following the Loss Payment Date; provided, however, that if a Lease Period Date (shall occur on or prior to the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date with respect to which Stipulated Loss Value is determined, Lessee shall occur after pay on such Lease Period Date an amount equal to the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent that would have been due on (but only to the Determination extent payable in arrears as indicated on Exhibit B) or prior to such Lease Period Date that has actually been paid; if such Event of Loss had not occurred, or (ii) so long as no Default of the type referred to in Section 14(a), 14(b) or 14(e) or Event of Default shall have occurred and be continuing, substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) 120th day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause subparagraph (i) above and above, together with all other amounts that then may be due hereunder (including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Operative DocumentsParticipation Agreement and under the Tax Indemnity Agreement, (1) the obligation of Lessee to pay the installments of Basic Rent Rent, Supplemental Rent, Stipulated Loss Value, Termination Value or any other amount shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation recourse or warranty (except 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 in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer transfer, and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraft.. In the event Lessee shall elect to substitute an aircraft (or an airframe or an airframe and one or more engines, as the case may be) Lessee shall, at its sole expense, not later than the Business Day next succeeding the 120th day following the occurrence of such Event of Loss, (A) convey or cause to be conveyed to Lessor and to be leased by Lessee hereunder, an aircraft (or an airframe or an airframe and one or more engines which, together with the Engines constituting a part of the Aircraft but not installed thereon at the time of such Event of Loss constitute the Aircraft) free and clear of all Liens (other than Permitted Liens) and having a value, utility and remaining useful life (without regard to hours or cycles) at least equal to the Aircraft subject to such Event of Loss assuming that the Aircraft had been maintained in accordance with this Lease; provided that any aircraft, airframe or engine so substituted hereunder shall be of the same or improved model as those initially leased hereunder and any airframe so substituted hereunder shall have been delivered by the Manufacturer pursuant to the Purchase Agreement on a date after the Airframe was delivered by the Manufacturer pursuant to the Purchase Agreement and Lessee shall comply with the provisions of any asset value agreement applicable to such substituted airframe which are comparable to Section 10(d) of the Asset Value Agreement and (B) prior to or at the time of any such substitution, Lessee (or any Sublessee), at its own expense, will (1) furnish Lessor with a full warranty xxxx of sale and a Federal Aviation Administration xxxx of sale, in form and substance reasonably satisfactory to Lessor, evidencing such transfer of title, (2) cause a Lease Supplement and a Trust Supplement to be duly executed by Lessee and filed for recording pursuant to the Federal 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 8(f) of the Participation Agreement, (3) 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 desirable by Lessor to perfect its and the Indenture Trustee's interest therein and herein, (4) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 with respect to such substituted property as Lessor may reasonably request, (5) furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor simultaneously 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 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 the Aircraft or the Airframe and one or more Engines, as the case may be, 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 (or any Sublessee), evidencing such transfer, (6) furnish Lessor with an opinion of counsel (which shall be Cadwalader, Xxxxxxxxxx & Xxxx and, if not, other counsel chosen by Lessee and reasonably acceptable to Lessor) reasonably satisfactory to Lessor to the effect that Lessor and the Indenture Trustee as assignee of Lessor will be entitled to the benefits of Section 1110 of the U.S. Bankruptcy Code with respect to the substitute aircraft, provided that such opinion need not be delivered to the

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the AircraftAirship or the Gondola. Upon the occurrence of an Event of Loss with respect to the Airframe Airship or the Airframe and the Engines and/or engines then installed thereonGondola, Lessee shall forthwith (and and, in any event, within fifteen (15) 10 days after such occurrence) give Lessor written notice of such Event of Loss, and, within sixty (60) days after such Event of Loss, Lessee shall give Loss and pay to Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall not have given such notice of election within such period, Lessee shall be deemed to have elected the option set forth in clause (i) below). Lessee may elect either to: (i) make the payments specified in this clause (i), in which event not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (z) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor manner and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e5(c), on the earlier to occur of (i) hereoffive days after the date the insurance proceeds from such Event of Loss are paid or (ii) 60 days after the Event of Loss, an amount equal to the Termination Stipulated Loss Value of the Aircraft corresponding Airship, determined by reference to the Termination Value Date occurring on or immediately following the Loss Payment Date (the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment of Stipulated Loss Value as set forth in the definition of "Stipulated Loss Value" in Section 1, together with any accrued and unpaid Basic Rent through the SLV Date, and all accrued and unpaid Supplemental Rent). Upon payment in full of such Stipulated Loss Value, together with such accrued and unpaid Rent, (x) the obligation of Lessee to pay Basic Rent shall terminate, (y) the Term shall end with respect to the Airship and (z) Lessor shall transfer to Lessee, "as is, where is, and with all faults" and without recourse or warranty, all Lessor's right, title and interest, if any, in and to the Airship, free and clear of Lessor's Liens. (b) Event of Loss with Respect to the Envelope or an Engine or Propeller. Upon the occurrence of an Event of Loss with respect to the Envelope or an Engine or Propeller under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance circumstances in which there has not occurred an Event of Loss with respect to the applicable Loss Payment Date Gondola, Lessee shall occur after the final day of the Term(i) give Lessor prompt written notice thereof, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paid; or (ii) substitute an aircraft within 15 days after such Event of Loss, take such actions as are necessary to ensure that such Envelope, Engine or an airframe Propeller shall be replaced as soon as possible and (iii) as soon as possible (but in any event no later than 90 days after the occurrence of the Event of Loss), convey or an airframe and one or more enginescause to be conveyed to Lessor, as replacement for the case may be; provided thatEnvelope, if Engine or Propeller with respect to which such Event of Loss occurred title to a Replacement Envelope, Replacement Engine or Replacement Propeller 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 Envelope, Engine or Propeller with respect to which such Event of Loss occurred assuming it 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. If Lessee does shall not perform its obligation to effect such substitution in accordance with this Section 10(a), replacement during the period of time provided herein, then Lessee shall immediately pay to Lessor the Stipulated Loss Value for the Envelope, Engine or Propeller, as applicable, together with all other required amounts, in accordance with Section 12(a). Lessee's right to comply with this Section 12(b) shall be subject to the conditions that (x) no Default or Event of Default shall have occurred and be continuing and (y) Lessee will promptly, or will cause to be paid done promptly (all writings referred to Lessor on the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause (i) above and all other amounts due under the Operative Documents, (1) the obligation of Lessee below to pay the installments of Basic Rent shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation or warranty (except as to the absence of Lessor Liens), all of Lessor's right, title and interest in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) be satisfactory in form and substance reasonably satisfactory to Lessee Lessor): (or any Sublessee)1) furnish Lessor with (a) a full warranty xxxx of sale duly conveying to Lessor the Replacement Envelope, evidencing such transfer Replacement Engines, Replacement Propellers and (4) Lessee will be subrogated to all claims replacement items of LessorSpare Equipment, if any, against third parties, for damage to or loss together with such evidence of title as Lessor may reasonably request and (b) an assignment of the Airframe and any Engines which were subject to such Event of Loss purchase agreement with respect to the extent Replacement Envelope, Replacement Engines and Replacement Propellers (if Lessee shall have any rights thereunder) substantially in the form of the then insured value Purchase Agreement Assignment and a consent and agreement of the Aircraft.manufacturer thereof substantially in the form of the Manufacturer's Consent; (2) cause a supplement to this Lease, subjecting such Replacement Envelope, Replacement Engines, Replacement Propellers and replacement items of Spare Equipment to this Lease, duly executed by Lessee, to be delivered to Lessor for execution and, upon such execution, to be filed for recordation with the FAA pursuant to the Act; (3) furnish Lessor with such evidence

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, Lessee shall forthwith as soon as practicable (and and, in any event, within fifteen (15) 30 days after such occurrencean Event of Loss has occurred) give notify Lessor written notice of such Event of Loss, and, within sixty (60) 90 days after such Event of Loss, Lessee shall give notify Lessor written notice of its election to perform one of the following options (it being agreed that if Lessee shall has not have given such notice of election within such 90-day period, Lessee shall be deemed to have elected to perform the option set forth in the following clause (i) belowii)). Lessee may elect either to: (i) make substitute, on or before the payments specified in this clause Loss Payment Date (ias defined below), in as replacement for the Airframe or Airframe and Engines with respect to which event not later than the earlier of (x) the Business Day next succeeding the ninetieth (90th) day following the occurrence of such an Event of LossLoss has occurred, a Replacement Airframe (y) together with a number of Replacement Engines equal to the tenth (10th) day (ornumber of Engines, if such day is not a Business Dayany, with respect to which the next succeeding Business Day) after receipt of insurance proceeds in respect of such Event of LossLoss occurred); provided that in no event shall payment be required under this clause (i)(y) if Lessee has not performed such obligation on or prior to the sixtieth (60th) day following Loss Payment Date, then Lessee shall on the occurrence of such Event of Loss or if Lessee exercises Payment Date pay to Lessor the option to substitute provided amount specified in clause (ii) below (except as provided in the proviso contained in said clause below; or (ii)) on or (z) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and before the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e) hereof, an amount equal to the Termination Stipulated Loss Value of the Aircraft corresponding to the Termination Stipulated Loss Value Date occurring on or immediately following the Loss Payment Date; provided, however, that if a Lease Period Date (occurs prior to the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Date, but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Termwith respect to which Stipulated Loss Value is determined, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paid; or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), during the period of time provided herein, then Lessee shall pay or cause on such Lease Period Date an amount equal to be paid to Lessor the Basic Rent that would have been payable on the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Lease Period Date if such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause (i) above and all other amounts due under the Operative Documents, (1) the obligation of Lessee to pay the installments of Basic Rent shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation or warranty (except as to the absence of Lessor Liens), all of Lessor's right, title and interest in and to the Airframe and any Engines subject to such Event of Loss, as well as any Engines had not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as to the absence of Lessor Liens) in form and substance reasonably satisfactory to Lessee (or any Sublessee), evidencing such transfer and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraftoccurred.

Loss Destruction Requisition Etc. (a) Event of Loss with Respect to the AircraftAirframe. Upon the occurrence of an Event of Loss with respect to the Airframe or Airframe, the Airframe and the Engines and/or engines then installed thereon, Lessee Obligors shall forthwith (and in any event, event within fifteen (15) days 5 Business Days after such occurrence) give Lessor written the Lead Secured Party notice of such Event of Loss, and. The Obligors shall, within sixty thirty (6030) days after such Event of Lossoccurrence, Lessee shall give Lessor the Lead Secured Party written notice of its election to perform one of the following options (it being agreed that if Lessee the Obligors shall not have given the Lead Secured Party such notice of election within such periodelection, Lessee the Obligors shall be deemed to have elected to perform the option set forth identified in the following clause (ii)): (i) subject to the satisfaction of the conditions contained in Section 3.4(d), on a date not more than ninety (90) days after the occurrence of the Event of Loss (or, if earlier, the Maturity Date), cause to be subjected to the Lien of this Aircraft Security Agreement a Replacement Airframe (together with the same number of Replacement Engines as the number of Engines, if any, which were subject to such Event of Loss), such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a remaining useful life, estimated residual value, value and utility at least equal to the Airframe and Engines, if any, so replaced (assuming such Airframe and Engines were in the condition and repair required by the terms hereof) and to be an airframe that is the same model and same or later vintage as the Airframe to be replaced thereby, or an improved model; provided that, if the Obligors shall not perform its obligation to effect such replacement under this clause (i) belowduring the 90-day period of time provided herein (or, if earlier, the Maturity Date). Lessee may elect either to: , it shall give the Lead Secured Party and the Secured Parties notice to such effect upon or before the expiration of such period of time and shall promptly pay on the thirtieth (i30th) make day after the payments specified in this clause date of such notice to the Lead Secured Party (ior, if earlier, the Maturity Date), in which event immediately available funds, the amount specified in clause (ii) below; or (ii) pay or cause to be paid to the Lead Secured Party, in immediately available funds, on a date specified at least 30 days in advance by the Obligors not later than the earlier to occur of ninety (x90) the Business Day next succeeding the ninetieth (90th) day following days after the occurrence of such the Event of Loss, (y) the tenth (10th) day (or, if such day is not a Business Day, the next succeeding Business Day) after Loss or 3 days following receipt of insurance proceeds in respect of such Event of Loss; provided that in no event shall payment be required under this clause (i)(y) prior to the sixtieth (60th) day following the occurrence of such Event of Loss or if Lessee exercises the option to substitute provided in clause (ii) below (except as provided in the proviso contained in said clause (ii)) or (z) an earlier Business Day irrevocably specified fifteen (15) days in advance by notice from Lessee to Lessor and the Indenture Trustee (the "Loss Payment Date"), Lessee shall pay or cause to be paid to Lessor in funds of the type specified in Section 3(e) hereof, an amount equal to the Termination Stipulated Loss Value of if the Aircraft corresponding to the Termination Value Date occurring on or immediately following the Loss Payment Date (the "Determination Date") together with all other amounts that then may be due hereunder (excluding Basic Rent due on the Determination Datei.e., but including, without limitation, all Basic Rent due before the date of such payment and all Supplemental Rent), under the Participation Agreement and under the Tax Indemnity Agreement; provided that in any instance in which the applicable Loss Payment Date shall occur after the final day of the Term, the Determination Date shall be the last Termination Value Date in the Term, and the Termination Value shall be reduced by any amount of Basic Rent due on the Determination Date that has actually been paid; or (ii) substitute an aircraft or an airframe or an airframe and one or more engines, as the case may be; provided that, if Lessee does not perform its obligation to effect such substitution in accordance with this Section 10(a), during the period of time provided herein, then Lessee shall pay or cause to be paid to Lessor on the Business Day next succeeding the ninetieth (90th) day following the occurrence of such Event of Loss the amount specified in clause (i) above. At such time as Lessor shall have received the amounts specified in clause (i) above and all other amounts due under the Operative Documents, (1) the obligation of Lessee to pay the installments of Basic Rent shall cease to accrue, (2) this Lease shall terminate, (3) Lessor will comply, at the sole cost and expense of Lessee, with the terms of the Trust Indenture and transfer to or at the direction of Lessee, without recourse, representation or warranty (except as to the absence of Lessor Liens), all of Lessor's right, title and interest in and to the Airframe and any Engines either or both Engines) or the Airframe is subject to such Event of Loss, as well as any Engines not subject to such Event of Loss, and furnish to or at the direction of Lessee a xxxx of sale to transfer "as is, where is, with all faults" all of Lessor's right, title and interest therein without recourse, representation or warranty (except as . Anything in this Section 3.4(a) to the absence contrary notwithstanding, any payments received under any insurance policies shall, within 3 days of Lessor Liens) receipt thereof, be applied in form and substance reasonably satisfactory to Lessee (or any Sublesseeaccordance with Section 3.3(i)(iii), evidencing such transfer and (4) Lessee will be subrogated to all claims of Lessor, if any, against third parties, for damage to or loss of the Airframe and any Engines which were subject to such Event of Loss to the extent of the then insured value of the Aircraft.