Common use of Possession and Leases Clause in Contracts

Possession and Leases. The Owner will not, without the prior written consent of the Indenture Trustee, lease or otherwise in any manner deliver, transfer or relinquish possession of the Airframe or any Engine or install or permit any Engine to be installed on any airframe other than the Airframe or enter into any Wet Lease; provided that, so long as no Default of the type referred to in Section 4.01(a) or 4.01(e) or Event of Default shall have occurred and be continuing at the time of such lease, delivery, transfer or relinquishment of possession or installation or such Wet Lease, and so long as the action to be taken shall not deprive the Indenture Trustee of the perfected first priority Lien of this Trust Indenture on the Airframe or (subject to the further proviso (B) to clause (i) of this Section 7.02(b)) any Engine, and so long as the Owner (or any Lessee) shall comply with the provisions of Sections 7.02(a) and 7.04 hereof, the Owner (or, except with respect to clause (x) below, any Lessee) may, without the prior written consent of the Indenture Trustee: (i) subject the Airframe and the Engines or engines then installed thereon to normal interchange agreements or any Engine to normal pooling or similar arrangements, in each case customary in the airline industry and entered into by the Owner (or, if a Lease is then in effect, by Lessee) in the ordinary course of its business; provided that (A) no such agreement or arrangement contemplates or requires the transfer of title to the Airframe, (B) if the Owner's title to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Owner shall (or shall cause Lessee to) comply with Section 7.06(b) hereof in respect thereof, and (C) any interchange agreement to which the Airframe may be subject shall be with a U.S. Air Carrier or a Foreign Air Carrier; (ii) deliver possession of the Airframe or any Engine to the manufacturer thereof (or for delivery thereto) or to any organization (or for delivery thereto) for testing, service, repair, maintenance or overhaul work on the Airframe or Engine or any part of any thereof or for alterations or modifications in or additions to such Airframe or Engine to the extent required or permitted by the terms of Section 7.03(c) hereof; (iii) install an Engine on an airframe which is owned by the Owner (or any Lessee) free and clear of all Liens, except: (A) Permitted Liens and those which apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety), (B) the rights of third parties under interchange agreements which would be permitted under clause (i) above, provided that the Owner's title to such Engine and the first priority Lien of this Trust Indenture shall not be divested or impaired as a result thereof and (C) mortgage liens or other security interests, provided that (as regards this clause (C)) such mortgage liens or other security interests effectively provide that such Engine shall not become subject to the lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe; (iv) install an Engine on an airframe leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement, provided that (x) such airframe is free and clear of all Liens, except: (A) the rights of the parties to the lease or conditional sale or other security agreement covering such airframe, or their assignees, and (B) Liens of the type permitted by subparagraph (iii) of this paragraph (b) and (y) such lease, conditional sale or other security agreement effectively provides that such Engine shall not become subject to the lien of such lease, conditional sale or other security agreement, notwithstanding the installation thereof on such airframe; (v) install an Engine on an airframe owned by the Owner (or any Lessee), leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement under circumstances where neither subparagraph (iii) nor subparagraph (iv) of this paragraph (b) is applicable, provided that such installation shall be deemed an Event of Loss with respect to such Engine and the Owner shall (or shall cause any Lessee to) comply with Section 7.06(b) hereof in respect thereof, the Indenture Trustee not intending hereby to waive any right or interest it may have to or in such Engine under applicable law until compliance by the Owner with such Section 7.06(b); (vi) to the extent permitted by Section 7.03(b) hereof, subject any appliances, Parts or other equipment owned by the Owner and removed from the Airframe or any Engine to any pooling arrangement referred to in Section 7.03(b) hereof; (vii) subject (or permit any Lessee to subject) the Airframe or any Engine to the Civil Reserve Air Fleet Program and transfer (or permit any Lessee to transfer) possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program, so long as the Owner (or any Lessee) shall (A) promptly notify the Indenture Trustee upon subjecting the Airframe or any Engine to the Civil Reserve Air Fleet Program in any contract year and provide the Indenture Trustee with the name and address of the Contracting Office Representative for the Air Mobility Command of the United States Air Force to whom notice must be given pursuant to Section 4.02 hereof, and (B) promptly notify the Indenture Trustee upon transferring possession of the Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such program; (viii) enter into a Wet Lease for the Airframe and Engines or engines then installed thereon with any third party provided that if the Owner (or any Lessee) shall enter into any Wet Lease for a period of more than one year (including renewal options) the Owner shall provide the Indenture Trustee written notice of such Wet Lease (such notice to be given prior to entering into such Wet Lease, if practicable, but in any event promptly after entering into such Wet Lease); (ix) transfer possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to a contract, a copy of which shall be provided to the Indenture Trustee; or (x) the Owner may, at any time, enter into any lease with (1) a U.S. Air Carrier, (2) any Person approved in writing by the Indenture Trustee, which approval shall not be unreasonably withheld or (3) any Permitted Lessee if (A) in any such case, the Lessee under such lease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such lease is entered into, (B) in the event that the Lessee under such lease is a foreign air carrier (other than a foreign air carrier principally based in Taiwan), the United States maintains diplomatic relations with the country in which such proposed Lessee is principally based at the time such lease is entered into (or, in the case of a lease to a proposed Lessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Closing Date) and (C) in the event that the Lessee under such lease is a foreign air carrier, the Indenture Trustee shall have received an opinion of counsel to the Owner to the effect that (I) the terms of the proposed lease will be legal, valid, binding and (subject to customary exceptions in foreign opinions generally) enforceable against the proposed Lessee in the country in which the proposed Lessee is principally based, (II) there exist no possessory rights in favor of the Lessee under such lease under the laws of such Lessee's country of domicile that would, upon bankruptcy or insolvency of or other default by the Owner and assuming at such time such Lessee is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with the terms of this Trust Indenture, (III) the laws of such Lessee's country of domicile require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of the Aircraft in the event of the requisition by such government of such use, and (IV) the laws of such Lessee's country of domicile would give recognition to the Owner's title to the Aircraft, to the registry of the Aircraft in the name of the Owner (or the proposed Lessee, as "lessee", as appropriate) and to the Lien of this Trust Indenture. The rights of any Lessee or other transferee who receives possession by reason of a transfer permitted by this paragraph (b) (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any Lease permitted by this paragraph (b) shall be expressly subject and subordinate to, all the terms of this Trust Indenture and to the Lien of this Trust Indenture, including, without limitation, the covenants contained in Section 7.02(a) hereof and the Indenture Trustee's rights to foreclosure and repossession pursuant to Section 4.02 hereof and to avoid such Lease upon such repossession, and the Owner shall remain primarily liable hereunder for the performance of all of the terms of this Trust Indenture to the same extent as if such Lease or transfer had not occurred, and, except as otherwise provided herein, the terms of any such Lease shall not permit any Lessee to take any action not permitted to be taken by the Owner in this Trust Indenture with respect to the Aircraft. No pooling agreement, lease or other relinquishment of possession of the Airframe or any Engine or Wet Lease shall in any way discharge or diminish any of the Owner's obligations to the Indenture Trustee hereunder or constitute a waiver of the Indenture Trustee's rights or remedies hereunder. Any lease permitted under this Section 7.02(b) shall expressly prohibit any further sublease by the Lessee. The Indenture Trustee agrees, for the benefit of the Owner (and any Lessee) and for the benefit of any mortgagee or other holder of a security interest in any engine (other than an Engine) owned by the Owner (or any Lessee), any lessor of any engine (other than an Engine) leased to the Owner (or any Lessee) and any conditional vendor of any engine (other than an Engine) purchased by the Owner (or any Lessee) subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engine so owned, leased or purchased and that neither the Indenture Trustee nor its successors or assigns will acquire or claim, as against the Owner (or any Lessee) or any such mortgagee, lessor or conditional vendor or other holder of a security interest or any successor or assignee of any thereof, any right, title or interest in such engine as the result of such engine being installed on the Airframe; provided, however, that such agreement of the Indenture Trustee shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by the Owner (or any Lessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against the Indenture Trustee, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. The Owner shall provide to the Indenture Trustee (i) written notice of any Lease hereunder (such notice to be given not later than five days prior to entering into such Lease, if practicable, but in any event promptly after entering into any such Lease) and (ii) a copy of each Lease which has a term of more than three months.

Possession and Leases. The Owner will not, without the prior written consent of the Indenture Trustee, lease or otherwise in any manner deliver, transfer or relinquish possession of the Airframe or any Engine or install or permit any Engine to be installed on any airframe other than the Airframe or enter into any Wet Lease; provided that, so long as no Default of the type referred to in Section 4.01(a) or 4.01(e) or Event of Default shall have occurred and be continuing at the time of such lease, delivery, transfer or relinquishment of possession or installation or such Wet Lease, and so long as the action to be taken shall not deprive the Indenture Trustee of the perfected first priority Lien of this Trust Indenture on the Airframe or (subject to the further proviso (B) to clause (i) of this Section 7.02(b)) any Engine, and so long as the Owner (or any Lessee) shall comply with the provisions of Sections Section 7.02(a) and 7.04 hereofSection 7.04, the Owner may (or, except with respect to clause (x) below, or may permit any Lessee) mayLessee to), without the prior written consent of the Indenture Trustee: (i) subject the Airframe and the Engines or engines then installed thereon to normal interchange agreements or any Engine to normal pooling or similar arrangements, in each case customary in the airline industry and entered into by the Owner (or, if a Lease is then in effect, by Lessee) in the ordinary course of its business; provided that (A) no such agreement or arrangement contemplates or requires the transfer of title to the Airframe, (B) if the Owner's title to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Owner shall (or shall cause Lessee to) comply with Section 7.06(b5.06(b) hereof in respect thereof, and (C) any interchange agreement to which the Airframe may be subject shall be with a U.S. Air Carrier or a Foreign Air Carrier;. (ii) deliver possession of the Airframe or any Engine to the manufacturer thereof (or for delivery thereto) or to any organization (or for delivery thereto) for testing, service, repair, maintenance or overhaul work on the Airframe or Engine or any part of any thereof or for alterations or modifications in or additions to such Airframe or Engine to the extent required or permitted by the terms of Section 7.03(c) hereof7.03; (iii) install an Engine on an airframe which is owned by the Owner (or any Lessee) free and clear of all Liens, except: (A) Permitted Liens and those which apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety), (B) the rights of third parties under interchange agreements or pooling or similar arrangements which would be permitted under clause (i) above, provided that the Owner's title to such Engine and the first priority Lien of this Trust the Indenture shall not be divested or impaired as a result thereof and (C) mortgage liens or other security interests, provided that (as regards this clause (C)) the documents creating such mortgage liens or other security interests (or, if applicable, another written agreement governing such mortgage liens or other security interests) effectively provide that such Engine shall not become subject to the lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe; (iv) install an Engine on an airframe leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement, provided that (x) such airframe is free and clear of all Liens, except: (A) the rights of the parties to the lease or conditional sale or other security agreement covering such airframe, or their assignees, and (B) Liens of the type permitted by subparagraph clause (iii) of this paragraph (b) and (y) such lease, conditional sale or other security agreement effectively provides that such Engine shall not become subject to the lien of such lease, conditional sale or other security agreement, notwithstanding the installation thereof on such airframe; (v) install an Engine on an airframe owned by the Owner (or any Lessee), leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement under circumstances where neither subparagraph clause (iii) nor subparagraph clause (iv) of this paragraph (b) is applicable, provided that such installation shall be deemed an Event of Loss with respect to such Engine and the Owner shall (or shall cause any Lessee to) comply with Section 7.06(b5.06(b) hereof in respect thereof, the Indenture Trustee not intending hereby to waive any right or interest it may have to or in such Engine under applicable law until compliance by the Owner with such Section 7.06(b); (vi) to the extent permitted by this Section 7.03(b) hereof7.02(b), subject any appliances, Parts or other equipment owned by the Owner and removed from the Airframe or any Engine to any pooling arrangement referred to in this Section 7.03(b) hereof7.02(b); (vii) subject (or permit any Lessee to subject) the Airframe or any Engine to the Civil Reserve Air Fleet Program and transfer (or permit any Lessee to transfer) possession of the Airframe or any Engine to the United States of America Government or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program, so long as the Owner (or any Lessee) shall (A) promptly notify the Indenture Trustee upon subjecting the Airframe or any Engine to the Civil Reserve Air Fleet Program in any contract year and provide the Indenture Trustee with the name and address of the Contracting Office Representative for the Air Mobility Command of the United States Air Force to whom notice must be given pursuant to Section 4.02 hereof4.04(a), and (B) promptly notify the Indenture Trustee upon transferring possession of the Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such program; (viii) enter into a Wet Lease for the Airframe and Engines or engines then installed thereon with any third party provided that if the Owner (or any Lessee) shall enter into any Wet Lease for a period of more than one year (including renewal options) the Owner shall provide the Indenture Trustee written notice of such Wet Lease (such notice to be given prior to entering into such Wet Lease, if practicable, but in any event promptly after entering into such Wet Lease)party; (ix) transfer possession of the Airframe or any Engine to the United States of America Government or any instrumentality or agency thereof pursuant to a contract, a copy of which shall be provided to the Indenture Trustee; or (x) the Owner may, at any time, in Owner's sole discretion, enter into any lease with (1) a U.S. Air Carrierrespect to the Aircraft, (2) Airframe or any Person approved in writing by the Indenture Trustee, which approval shall not be unreasonably withheld or (3) Engine to any Permitted Lessee if (A) in any such case, the Lessee under such lease that is not then subject to a proceeding or final order under applicable any bankruptcy, insolvency insolvency, liquidation, reorganization, dissolution or reorganization laws on the date such lease is entered into, (B) similar proceeding and shall not have substantially all of its property in the event that the Lessee under such lease is a foreign air carrier (other than a foreign air carrier principally based in Taiwan)possession of any liquidator, the United States maintains diplomatic relations trustee, receiver or similar person; provided, however, with the country in which such proposed Lessee is principally based at the time such lease is entered into (or, in the case of respect to a lease to a proposed Permitted Lessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Closing Date) and (C) not domiciled in the event that the Lessee under such lease is a foreign air carrierUnited States, Owner shall deliver to the Indenture Trustee shall have received an opinion of counsel to the Owner to the effect that (I) the terms of the proposed lease will be legal, valid, constitute valid and binding obligations of the Lessee and (subject to customary bankruptcy and equitable remedies exceptions and to other similar exceptions customary in foreign opinions generallysuch opinions) enforceable against Lessee (it being understood that such opinion may be an opinion as to the proposed Lessee in the country in which the proposed Lessee is principally based, (II) there exist no possessory rights in favor form of the Lessee under such lease only and may assume due authorization, execution, delivery, requisite approvals and absence of conflicts with laws, contracts or organizational documents) under the laws of such Lessee's country the jurisdiction governing the lease and (II) unless Owner shall have agreed to provide insurance covering the risk of domicile that would, upon bankruptcy or insolvency requisition of or other default by the Owner and assuming at such time such Lessee is not insolvent or bankrupt, prevent the return or repossession use of the Aircraft in accordance with by the terms government of this Trust Indenturethe jurisdiction of the proposed Lessee, (III) that the laws of such Lessee's country of domicile jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of the Aircraft in the event of the requisition by such government of such use; and provided, further, that, with respect to any lease to any Affiliate of Owner, (I) such Lessee shall be a Certificated Air Carrier and (IVII) the laws of such Lessee's country of domicile would give recognition Owner shall deliver to the Owner's title Indenture Trustee an opinion of counsel to the Aircraft, effect that Owner would be entitled to the registry benefits of Section 1110 of the Aircraft in the name of the Owner (or the proposed Lessee, as "lessee", as appropriate) and to the Lien of this Trust Indenture. The rights of any Lessee or other transferee who receives possession by reason of a transfer permitted by this paragraph (b) (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any Lease permitted by this paragraph (b) shall be expressly subject and subordinate to, all the terms of this Trust Indenture and to the Lien of this Trust Indenture, including, without limitation, the covenants contained in Section 7.02(a) hereof and the Indenture Trustee's rights to foreclosure and repossession pursuant to Section 4.02 hereof and to avoid such Lease upon such repossession, and the Owner shall remain primarily liable hereunder for the performance of all of the terms of this Trust Indenture to the same extent as if such Lease or transfer had not occurred, and, except as otherwise provided herein, the terms of any such Lease shall not permit any Lessee to take any action not permitted to be taken by the Owner in this Trust Indenture Bankruptcy Code with respect to the Aircraft. No pooling agreement, lease or other relinquishment of possession Aircraft if such Affiliate were to be a debtor in a case under Chapter 11 of the Airframe or any Engine or Wet Lease Bankruptcy Code, such opinion to be subject to customary assumptions and qualifications. Owner shall in any way discharge or diminish any of the Owner's obligations to provide the Indenture Trustee hereunder or constitute a waiver of the Indenture Trustee's rights or remedies hereunder. Any lease permitted under this Section 7.02(b) shall expressly prohibit any further sublease by the Lessee. The Indenture Trustee agrees, for the benefit of the Owner (and any Lessee) and for the benefit of any mortgagee or other holder of a security interest in any engine (other than an Engine) owned by the Owner (or any Lessee), any lessor of any engine (other than an Engine) leased to the Owner (or any Lessee) and any conditional vendor of any engine (other than an Engine) purchased by the Owner (or any Lessee) subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engine so owned, leased or purchased and that neither the Indenture Trustee nor its successors or assigns will acquire or claim, as against the Owner (or any Lessee) or any such mortgagee, lessor or conditional vendor or other holder of a security interest or any successor or assignee of any thereof, any right, title or interest in such engine as the result of such engine being installed on the Airframe; provided, however, that such agreement of the Indenture Trustee shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by the Owner (or any Lessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against the Indenture Trustee, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. The Owner shall provide to the Indenture Trustee (i) written notice of any Lease hereunder (such notice to be given not later than five days prior to entering into such Lease, if practicable, but in any event promptly after entering into any such Lease) and (ii) with a copy of each Lease any sublease which has a term of more than three months.one (1)

Possession and Leases. The Owner will not, without the prior written consent of the Indenture Trustee, lease or otherwise in any manner deliver, transfer or relinquish possession of the Airframe or any Engine or install or permit any Engine to be installed on any airframe other than the Airframe or enter into any Wet Lease; provided that, so long as no Default of the type referred to in Section 4.01(a) or 4.01(e) or Event of Default shall have occurred and be continuing at the time of such lease, delivery, transfer or relinquishment of possession or installation or such Wet Lease, and so long as the action to be taken shall not deprive the Indenture Trustee of the perfected first priority Lien of this Trust Indenture on the Airframe or (subject to the further proviso (B) to clause clause (i) of this Section 7.02(b)) any Engine, and so long as the Owner (or any Lessee) shall comply with the provisions of Sections 7.02(a) and 7.04 hereof, the Owner (or, except with respect to clause (x) below, any Lessee) may, without the prior written consent of the Indenture Trustee: (i) subject the Airframe and the Engines or engines then installed thereon to normal interchange agreements or any Engine to normal pooling or similar arrangements, in each case customary in the airline industry and entered into by the Owner (or, if a Lease is then in effect, by Lessee) in the ordinary course of its business; provided that (A) no such agreement or arrangement contemplates or requires the transfer of title to the Airframe, (B) if the Owner's title to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Owner shall (or shall cause Lessee to) comply with Section 7.06(b) hereof in respect thereof, and (C) any interchange agreement to which the Airframe may be subject shall be with a U.S. Air Carrier or a Foreign Air Carrier; (ii) deliver possession of the Airframe or any Engine to the manufacturer thereof (or for delivery thereto) or to any organization (or for delivery thereto) for testing, service, repair, maintenance or overhaul work on the Airframe or Engine or any part of any thereof or for alterations or modifications in or additions to such Airframe or Engine to the extent required or permitted by the terms of Section 7.03(c) hereof; (iii) install an Engine on an airframe which is owned by the Owner (or any Lessee) free and clear of all Liens, except: (A) Permitted Liens and those which apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety), (B) the rights of third parties under interchange agreements which would be permitted under clause (i) above, provided that the Owner's title to such Engine and the first priority Lien of this Trust Indenture shall not be divested or impaired as a result thereof and (C) mortgage liens or other security interests, provided that (as regards this clause (C)) such mortgage liens or other security interests effectively provide that such Engine shall not become subject to the lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe; (iv) install an Engine on an airframe leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement, provided that (x) such airframe is free and clear of all Liens, except: (A) the rights of the parties to the lease or conditional sale or other security agreement covering such airframe, or their assignees, and (B) Liens of the type permitted by subparagraph (iii) of this paragraph (b) and (y) such lease, conditional sale or other security agreement effectively provides that such Engine shall not become subject to the lien of such lease, conditional sale or other security agreement, notwithstanding the installation thereof on such airframe; (v) install an Engine on an airframe owned by the Owner (or any Lessee), leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement under circumstances where neither subparagraph (iii) nor subparagraph (iv) of this paragraph (b) is applicable, provided that such installation shall be deemed an Event of Loss with respect to such Engine and the Owner shall (or shall cause any Lessee to) comply with Section 7.06(b) hereof in respect thereof, the Indenture Trustee not intending hereby to waive any right or interest it may have to or in such Engine under applicable law until compliance by the Owner with such Section 7.06(b); (vi) to the extent permitted by Section 7.03(b) hereof, subject any appliances, Parts or other equipment owned by the Owner and removed from the Airframe or any Engine to any pooling arrangement referred to in Section 7.03(b) hereof; (vii) subject (or permit any Lessee to subject) the Airframe or any Engine to the Civil Reserve Air Fleet Program and transfer (or permit any Lessee to transfer) possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program, so long as the Owner (or any Lessee) shall (A) promptly notify the Indenture Trustee upon subjecting the Airframe or any Engine to the Civil Reserve Air Fleet Program in any contract year and provide the Indenture Trustee with the name and address of the Contracting Office Representative for the Air Mobility Command of the United States Air Force to whom notice must be given pursuant to Section 4.02 hereof, and (B) promptly notify the Indenture Trustee upon transferring possession of the Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such program; (viii) enter into a Wet Lease for the Airframe and Engines or engines then installed thereon with any third party provided that if the Owner (or any Lessee) shall enter into any Wet Lease for a period of more than one year (including renewal options) the Owner shall provide the Indenture Trustee written notice of such Wet Lease (such notice to be given prior to entering into such Wet Lease, if practicable, but in any event promptly after entering into such Wet Lease); (ix) transfer possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to a contract, a copy of which shall be provided to the Indenture Trustee; or (x) the Owner may, at any time, enter into any lease with (1) a U.S. Air Carrier, (2) any Person approved in writing by the Indenture Trustee, which approval shall not be unreasonably withheld or (3) any Permitted Lessee if (A) in any such case, the Lessee under such lease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such lease is entered into, (B) in the event that the Lessee under such lease is a foreign air carrier (other than a foreign air carrier principally based in Taiwan), the United States maintains diplomatic relations with the country in which such proposed Lessee is principally based at the time such lease is entered into (or, in the case of a lease to a proposed Lessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Closing Date) and (C) in the event that the Lessee under such lease is a foreign air carrier, the Indenture Trustee shall have received an opinion of counsel to the Owner to the effect that (I) the terms of the proposed lease will be legal, valid, binding and (subject to customary exceptions in foreign opinions generally) enforceable against the proposed Lessee in the country in which the proposed Lessee is principally based, (II) there exist no possessory rights in favor of the Lessee under such lease under the laws of such Lessee's country of domicile that would, upon bankruptcy or insolvency of or other default by the Owner and assuming at such time such Lessee is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with the terms of this Trust Indenture, (III) the laws of such Lessee's country of domicile require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of the Aircraft in the event of the requisition by such government of such use, and (IV) the laws of such Lessee's country of domicile would give recognition to the Owner's title to the Aircraft, to the registry of the Aircraft in the name of the Owner (or the proposed Lessee, as "lessee", as appropriate) and to the Lien of this Trust Indenture. The rights of any Lessee or other transferee who receives possession by reason of a transfer permitted by this paragraph (b) (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any Lease permitted by this paragraph (b) shall be expressly subject and subordinate to, all the terms of this Trust Indenture and to the Lien of this Trust Indenture, including, without limitation, the covenants contained in Section 7.02(a) hereof and the Indenture Trustee's rights to foreclosure and repossession pursuant to Section 4.02 hereof and to avoid such Lease upon such repossession, and the Owner shall remain primarily liable hereunder for the performance of all of the terms of this Trust Indenture to the same extent as if such Lease or transfer had not occurred, and, except as otherwise provided herein, the terms of any such Lease shall not permit any Lessee to take any action not permitted to be taken by the Owner in this Trust Indenture with respect to the Aircraft. No pooling agreement, lease or other relinquishment of possession of the Airframe or any Engine or Wet Lease shall in any way discharge or diminish any of the Owner's obligations to the Indenture Trustee hereunder or constitute a waiver of the Indenture Trustee's rights or remedies hereunder. Any lease permitted under this Section 7.02(b) shall expressly prohibit any further sublease by the Lessee. The Indenture Trustee agrees, for the benefit of the Owner (and any Lessee) and for the benefit of any mortgagee or other holder of a security interest in any engine (other than an Engine) owned by the Owner (or any Lessee), any lessor of any engine (other than an Engine) leased to the Owner (or any Lessee) and any conditional vendor of any engine (other than an Engine) purchased by the Owner (or any Lessee) subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engine so owned, leased or purchased and that neither the Indenture Trustee nor its successors or assigns will acquire or claim, as against the Owner (or any Lessee) or any such mortgagee, lessor or conditional vendor or other holder of a security interest or any successor or assignee of any thereof, any right, title or interest in such engine as the result of such engine being installed on the Airframe; provided, however, that such agreement of the Indenture Trustee shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by the Owner (or any Lessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against the Indenture Trustee, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. The Owner shall provide to the Indenture Trustee (i) written notice of any Lease hereunder (such notice to be given not later than five days prior to entering into such Lease, if practicable, but in any event promptly after entering into any such Lease) and (ii) a copy of each Lease which has a term of more than three months.

Possession and Leases. The Owner Company will not, without the prior written consent of the Indenture Trustee, not lease or otherwise in any manner deliver, transfer or relinquish possession of the Airframe or any Engine or install or permit any Engine to be installed on any airframe other than the Airframe or enter into any Wet Leasewithout the prior written consent of the Agent; provided that, so long as no Default of the type referred to in Section 4.01(a) or 4.01(e) or Event of Default shall have occurred and be continuing exists at the time of such lease, delivery, transfer or relinquishment of possession or installation or such Wet Lease, and so long as the action Company shall continue to be taken shall not deprive the Indenture Trustee of the perfected first priority Lien of maintain insurance in compliance with this Trust Indenture on the Airframe or (subject to the further proviso (B) to clause (i) of this Section 7.02(b)) any Engine, and so long as the Owner (or any Lessee) shall comply with the provisions of Sections 7.02(a) and 7.04 hereofSecurity Agreement, the Owner (or, except with respect to clause (x) below, any Lessee) Company may, without the prior written consent of the Indenture TrusteeAgent: (i) subject the Airframe and the Engines or engines then installed thereon to normal interchange agreements or any Engine to normal pooling or similar arrangements, in each case customary in the airline industry and entered into by the Owner (or, if a Lease is then in effect, by Lessee) in the ordinary course of its business; provided that (A) no such agreement or arrangement contemplates or requires the transfer of title to the Airframe, (B) if the Owner's title to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Owner shall (or shall cause Lessee to) comply with Section 7.06(b) hereof in respect thereof, and (C) any interchange agreement to which the Airframe may be subject shall be with a U.S. Air Carrier or a Foreign Air Carrier; (ii) 1. deliver possession of the Airframe or any Engine to the manufacturer thereof (or for delivery thereto) or to any organization (or for delivery thereto) person for testing, service, repair, maintenance or overhaul work on the Airframe or any Engine or any part of any thereof or for alterations or modifications in or additions to such the Airframe or Engine to the extent required or permitted by the terms of Section 7.03(c) hereofEngine(s); (iii) 2. install an Engine on an airframe which is owned by the Owner (or any Lessee) free and clear of all LiensCompany, except: (A) Permitted Liens and those which apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety), (B) the rights of third parties under interchange agreements which would be permitted under clause (i) above, provided that the Owner's title to such Engine and the first priority Lien of this Trust Indenture shall not be divested or impaired as a result thereof and (C) mortgage liens or other security interests, provided that (as regards this clause (C)) such mortgage liens or other security interests effectively provide that such Engine shall not become subject to the lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe; (iv) install an Engine on an airframe leased to the Owner (Company or any Lessee) owned or purchased by the Owner (or any Lessee) Company subject to a conditional sale or other security agreement, provided that (xa) such airframe is free and clear of all Liens, except: (Ai) the rights of the parties to the lease or conditional sale or other security agreement covering such airframe, or their assignees, and (Bii) Liens liens of the type permitted by subparagraph described in the definition hereunder of "Permitted Liens", and (iii) the rights of this paragraph other air carriers under normal interchange agreements which are customary in the airline industry and do not contemplate, permit or require the transfer of title to the airframe or engines installed thereon, and (b) and (y) any such lease, conditional sale or other security agreement effectively provides that engines such as the Engine shall not become subject to the lien of such lease, conditional sale or other security agreement, notwithstanding or 3. lease the installation thereof on such airframe; (v) install an Engine on an airframe owned by the Owner (or Aircraft to any Lessee), leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement under circumstances where neither subparagraph (iii) nor subparagraph (iv) of this paragraph (b) is applicable, Permitted Lessee provided that such installation shall be deemed an Event of Loss with respect to such Engine and the Owner shall (or shall cause any Lessee to) comply with Section 7.06(b) hereof in respect thereof, the Indenture Trustee not intending hereby to waive any right or interest it may have to or in such Engine under applicable law until compliance by the Owner with such Section 7.06(b); (vi) to the extent permitted by Section 7.03(b) hereof, subject any appliances, Parts or other equipment owned by the Owner and removed from the Airframe or any Engine to any pooling arrangement referred to in Section 7.03(b) hereof; (vii) subject (or permit any Lessee to subject) the Airframe or any Engine to the Civil Reserve Air Fleet Program and transfer (or permit any Lessee to transfer) possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program, so long as the Owner (or any Lessee) shall (A) promptly notify the Indenture Trustee upon subjecting the Airframe or any Engine to the Civil Reserve Air Fleet Program in any contract year and provide the Indenture Trustee with the name and address such lease shall not have a term of the Contracting Office Representative for the Air Mobility Command of the United States Air Force to whom notice must be given pursuant to Section 4.02 hereof, and more that six (B6) promptly notify the Indenture Trustee upon transferring possession of the Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such program; (viii) enter into a Wet Lease for the Airframe and Engines or engines then installed thereon with any third party provided that if the Owner months (or any Lesseeeighteen (18) shall enter into any Wet Lease for a period of more than one year (including renewal options) the Owner shall provide the Indenture Trustee written notice of such Wet Lease (such notice to be given prior to entering into such Wet Lease, months if practicable, but in any event promptly after entering into such Wet Lease); (ix) transfer possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to a contract, a copy of which shall be provided to the Indenture Trustee; or (x) the Owner may, at any time, enter into any lease with (1) a U.S. Air Carrier, (2) any Person approved in writing by the Indenture Trustee, which approval shall not be unreasonably withheld or (3) any Permitted Lessee if (A) in any such case, the Lessee under such lease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such lease is entered into, (B) in the event that the Lessee under such lease is a foreign air carrier (other than a foreign air carrier principally based in Taiwan), the United States maintains diplomatic relations with the country in which such proposed Lessee is principally based at the time such lease is entered into (or, in the case executed such Permitted Lessee has a long term unsecured credit rating of a lease to a proposed Lessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Closing Date) and BB by Standard & Poor's Ratings Group), (C) in the event that the Lessee under such lease is a foreign air carrier, the Indenture Trustee shall have received an opinion of counsel to the Owner to the effect that (IB) the terms of the proposed lease will be legal, valid, binding and (subject to customary exceptions in foreign opinions generally) enforceable against the proposed Lessee in the country in which the proposed Lessee is principally based, (II) there exist no possessory rights in favor of the Lessee under such lease under expressly provide that the laws of such Lessee's country of domicile that would, upon bankruptcy or insolvency of or other default by the Owner and assuming at such time such Lessee lease is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with the terms of this Trust Indenture, (III) the laws of such Lessee's country of domicile require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of the Aircraft in the event of the requisition by such government of such use, and (IV) the laws of such Lessee's country of domicile would give recognition to the Owner's title to the Aircraft, to the registry of the Aircraft in the name of the Owner (or the proposed Lessee, as "lessee", as appropriate) and to the Lien of this Trust Indenture. The rights of any Lessee or other transferee who receives possession by reason of a transfer permitted by this paragraph (b) (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, to this Security Agreement and any Lease permitted by this paragraph (b) shall be expressly subject and subordinate to, all rights of the terms of this Trust Indenture and to the Lien of this Trust IndentureAgent hereunder, including, without limitationbut not limited to, the covenants contained in Section 7.02(a) hereof and the Indenture Trustee's rights to foreclosure and repossession pursuant to Section 4.02 hereof and to avoid such Lease upon such repossession, and the Owner shall remain primarily liable hereunder for the performance of all right of the Agent to repossess the Aircraft following the acceleration of the Loans, (C) the maintenance, insurance and other terms of the lease are consistent with the requirements of this Trust Indenture to Security Agreement, (D) the same extent as if such Lease or transfer had not occurred, and, except as otherwise provided herein, lease (1) requires that the terms of any such Lease shall not permit any Lessee to take any action not permitted to be taken Aircraft remain a U.S. registered aircraft and (2) prohibits further leasing by the Owner in this Trust Indenture Permitted Lessee and (E) concurrently with respect to the Aircraft. No pooling agreement, lease or other relinquishment of possession of the Airframe or any Engine or Wet Lease shall in any way discharge or diminish any of the Owner's obligations to the Indenture Trustee hereunder or constitute a waiver of the Indenture Trustee's rights or remedies hereunder. Any lease permitted under this Section 7.02(b) shall expressly prohibit any further sublease by the Lessee. The Indenture Trustee agrees, for the benefit of the Owner (and any Lessee) and for the benefit of any mortgagee or other holder of a security interest in any engine (other than an Engine) owned by the Owner (or any Lessee), any lessor of any engine (other than an Engine) leased to the Owner (or any Lessee) and any conditional vendor of any engine (other than an Engine) purchased by the Owner (or any Lessee) subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engine so owned, leased or purchased and that neither the Indenture Trustee nor its successors or assigns will acquire or claim, as against the Owner (or any Lessee) or any such mortgagee, lessor or conditional vendor or other holder of a security interest or any successor or assignee of any thereof, any right, title or interest in such engine as the result of such engine being installed on the Airframe; provided, however, that such agreement of the Indenture Trustee shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by the Owner (or any Lessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in entering into such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against the Indenture Trustee, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. The Owner shall provide to Company provides the Indenture Trustee (i) written notice of any Lease hereunder (such notice to be given not later than five days prior to entering into such Lease, if practicable, but in any event promptly after entering into any such Lease) and (ii) Agent with a copy of each Lease thereof together with insurance certificates and evidence complying with Section 2.04 (which has a term of more than three months.insurance may be provided by the Permitted Lessee if it otherwise complies in all respects with Section 2.04

Possession and Leases. The Owner Borrower will not, without the prior written consent of the Indenture TrusteeTrustee (such consent not to be unreasonably withheld or delayed), lease or otherwise in any manner deliver, transfer or relinquish possession of the Airframe or any Engine or install or permit any Engine to be installed on any airframe other than the Airframe or enter into any Wet LeaseAirframe; provided that, that so long as no Default of the type referred to in Section 4.01(a) or 4.01(e) or Event of Default shall have occurred and be continuing at the time of such leaseLease, delivery, transfer or relinquishment of possession or installation or such Wet Lease, and so long as the action to be taken shall not deprive the Indenture Trustee of the perfected first priority Lien of this Trust Indenture on the Airframe or (subject to the further proviso (B) to clause (i) of this Section 7.02(b)) any Engine, and so long as the Owner (or any Lessee) shall comply with the provisions of Sections 7.02(a) and 7.04 hereofinstallation, the Owner (or, except with respect to clause (x) below, any Lessee) Borrower may, without the prior written consent of the Indenture Trustee: (ia) subject the Airframe and the Engines or engines then installed thereon permit any Lessee to subject any Engine to normal interchange agreements or any Engine to normal pooling or similar arrangements, in each case customary in the airline industry and entered into by the Owner Borrower (or, if a Lease is then in effect, by or any Lessee) in the ordinary course of its businessbusiness with (w) a U.S. Air Carrier, (x) any Canadian air carrier who shall be authorized by the Canadian Minister of Transport to operate the Engine or (y) any other air carrier approved in writing by the Indenture Trustee (which approval will not be unreasonably withheld or delayed) who shall not then be subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws; provided that (Ai) no such agreement or arrangement contemplates or requires the transfer of title to the Airframe, Airframe or any Engine and (Bii) if the Owner's Borrower’s title to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Owner Borrower shall (or shall cause any Lessee to) comply with Section 7.06(b) 5.02 hereof in respect thereof, and (C) any interchange agreement to which the Airframe may be subject shall be with a U.S. Air Carrier or a Foreign Air Carrier; (iib) deliver or permit any Lessee to deliver possession of the Airframe or any Engine (i) to the manufacturer thereof (Manufacturer or for delivery thereto) the Engine Manufacturer, or to any organization (or for delivery thereto) Person for testing, service, repair, maintenance or overhaul work on the Airframe or any Engine or any part of any thereof or for alterations or modifications in or additions to such the Airframe or Engine Engine(s) or (ii) to any Person for the extent required or permitted by purpose of transport to a Person referred to in the terms of Section 7.03(c) hereofpreceding clause (i); (iiic) install or permit Lessee to install an Engine on (1) an airframe which is owned by the Owner (Borrower or any such Lessee) , free and clear of all Liens, except: except (Ai) Permitted Liens and those which that do not apply only to the engines such Engine and (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety), (Bii) the rights of third parties under normal interchange or pooling agreements and arrangements which would be permitted under clause (i) above, provided that are customary in the Owner's airline industry and do not contemplate or require the transfer of title to such Engine and the first priority Lien of this Trust Indenture shall not be divested or impaired as a result thereof and (C2) mortgage liens or other security interests, provided that (as regards this clause (C)) such mortgage liens or other security interests effectively provide that such Engine shall not become subject to the lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe; (iv) install an Engine on an airframe leased to owned by the Owner Borrower (or any Lessee) ), leased to the Borrower (or any Lessee), or owned or purchased by the Owner Borrower (or any Lessee) subject to a conditional sale or other security agreement, provided that (xA) such airframe is free and clear of all Liens, except: except (Ai) in the case of airframes leased to the Borrower (or any Lessee) or owned or purchased by the Borrower (or any Lessee) subject to a conditional sale or other security agreement, the rights of the parties to the lease or conditional sale agreement or other security agreement covering such airframe, or their assigneesassignee, (ii) Permitted Liens, and (iii) the rights of other air carriers under normal interchange agreements which are customary in the airline industry and do not contemplate or require the transfer of title to such Engine, and (B) Liens of the type permitted by subparagraph (iii) of this paragraph (b) and (y) any such lease, conditional sale or other security agreement effectively provides that such Engine shall not become subject to the lien Lien of such lease, conditional sale or other security agreement, notwithstanding the installation thereof on such airframe, and the inclusion in such agreement of a provision similar to the last paragraph of this Section 3.03 shall satisfy such requirement; (vd) install or permit Lessee to install an Engine on an airframe owned by the Owner (Borrower or any Lessee), leased to the Owner (or any Lessee) Borrower or purchased by the Owner (Borrower or any Lessee) Lessee subject to a conditional sale or other security agreement under circumstances where neither subparagraph (iiiparagraph 3.03(c) nor subparagraph (iv) of this paragraph (b) above is applicableinapplicable, provided that such installation shall be deemed an Event of Loss with respect to such Engine and the Owner Borrower shall (or shall cause any Lessee to) comply with Section 7.06(b) 5.02 hereof in respect thereof, the Indenture Trustee not intending hereby to waive any right or interest it may have to or in such Engine under applicable law until compliance by the Owner Borrower with such Section 7.06(b)5.02; (vie) to the extent permitted by Section 7.03(b) hereof, subject any appliances, Parts or other equipment owned by the Owner and removed from the Airframe or any Engine to any pooling arrangement referred to in Section 7.03(b) hereof; (vii) subject (transfer or permit any Lessee to subject) the Airframe or any Engine to the Civil Reserve Air Fleet Program and transfer (or permit any Lessee to transfer) possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program, CRAF so long as the Owner Borrower (or any such Lessee) shall (A) promptly notify the Indenture Trustee upon subjecting the Airframe or any Engine to the Civil Reserve Air Fleet Program in any contract year and provide the Indenture Trustee with the name and address of the Contracting Office Representative for the Air Mobility Command of the United States Air Force to whom notice must be given pursuant to Section 4.02 hereof, and (B) promptly notify the Indenture Trustee upon transferring possession of the Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such program; (viii) enter into a Wet Lease for the Airframe program and Engines or engines then installed thereon with any third party provided that if the Owner (or any Lessee) shall enter into any Wet Lease for a period of more than one year (including renewal options) the Owner shall provide the Indenture Trustee written with the name and address of the Contracting Office Representative for the Military Aircraft Command of the United States Air Force to whom notice of such Wet Lease (such notice to must be given prior in the event the Indenture Trustee desires to entering into such Wet Lease, if practicable, but give notice as provided in any event promptly after entering into such Wet Lease)Article IX hereof; (ixf) transfer or permit any Lessee to transfer possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant which bears the full faith and credit of the United States of America; and (g) provided that no Special Default has occurred and is continuing, with the prior written consent of the Indenture Trustee (such consent not to be unreasonably withheld), enter into a contractlease of the Aircraft, the Airframe or any Engine with: (a) any U.S. Air Carrier not then subject to bankruptcy, reorganization or insolvency proceedings; or (b) any non-U.S. Air Carrier principally based and domiciled in a copy of which shall be provided country reasonably satisfactory to the Indenture Trustee; or (x) Trustee if at the Owner may, at any time, enter into any lease with (1) a U.S. Air Carrier, (2) any Person approved in writing by the Indenture Trustee, which approval shall not be unreasonably withheld or (3) any Permitted Lessee if (A) in any such case, the Lessee under time of such lease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such lease is entered into, (B) in the event that the Lessee under such lease is a foreign air carrier (other than a foreign air carrier principally based in Taiwan), the United States maintains of America and Canada maintain normal diplomatic relations with the country in which such proposed Lessee air carrier is principally based at the time such lease is entered into (or, in the case of a lease to a proposed Lessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Closing Date) and (C) in the event that the Lessee under such lease is a foreign air carrier, the Indenture Trustee shall have received (A) evidence that: (1) if requested by the Indenture Trustee (and such request is reasonable in light of the circumstances) and if and to the extent obtainable with reasonable effort, all necessary governmental approvals required for the leased equipment, the Airframe or any Engine, as the case may be, to be exported from the applicable country of domicile upon repossession of such leased equipment by the Indenture Trustee (and the Borrower as lessor) shall have been obtained prior to commencement of any such lease; and (2) the insurance requirements of Article VI are satisfied and (B) an opinion of counsel (which is reasonably satisfactory to the Owner Indenture Trustee) that: (1) it is not necessary for the Indenture Trustee or any Certificate Holder to the effect that (I) the terms register or qualify to do business in such country solely as a result of the proposed lease and without giving effect to any other activity of the Indenture Trustee or such Certificate Holder, unless the only result of such registration or qualification is a Tax or cost that the Borrower is indemnifying such party against; (2) that the Indenture Trustee’s Lien on the leased equipment will be legal, valid, binding recognized under the laws of such country; (3) the laws of such country of domicile require fair compensation by the government of such jurisdiction payable in a currency freely convertible into Dollars for the loss of the title to the leased equipment in the event of the requisition by such government of title (unless the Borrower shall provide insurance covering the risk of requisition of title to the leased equipment by the government of such jurisdiction so long as the leased equipment is subject to such lease); (4) the required agreement of such non-U.S. Air Carrier that its rights under the Lease are subject and subordinate to all of the terms of this Trust Indenture is enforceable against such non-U.S. Air Carrier under applicable law (subject only to customary exceptions in foreign opinions generally) enforceable against the proposed Lessee in the country in which the proposed Lessee is principally based, to enforceability); and (II5) there exist no possessory rights in favor of the such Lessee under such lease under the laws of such Lessee's country of domicile that jurisdiction which would, upon bankruptcy or insolvency of the Borrower or other default by the Owner Borrower or Lessee and assuming that at such time such Lessee is not insolvent or bankrupt, prevent the return or repossession of the Aircraft to the Borrower or the Indenture Trustee in accordance with and when permitted by the terms of this Trust Indenture, (III) Article IX hereof upon the laws of such Lessee's country of domicile require fair compensation exercise by the government Indenture Trustee of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of the Aircraft in the event of the requisition by such government of such use, and (IV) the laws of such Lessee's country of domicile would give recognition to the Owner's title to the Aircraft, to the registry of the Aircraft in the name of the Owner (or the proposed Lessee, as "lessee", as appropriate) and to the Lien of this Trust Indentureremedies under Article IX hereof. The rights of any Lessee or other transferee who receives possession by reason of a transfer permitted by this paragraph (b) Section 3.03 (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any Lease permitted by this paragraph (b) Section 3.03, shall be expressly provide that it is subject and subordinate to, all the terms of this Trust Indenture Indenture; provided that in the case of the use of the Aircraft in CRAF the subject and subordinate requirements herein shall be subject to the Lien notice specified in Article IX and other requirements of this Trust Indenture, including, without limitationthe CRAF program. In the case of any Lease, the covenants contained in Section 7.02(a) hereof and the Indenture Trustee's rights to foreclosure and repossession pursuant to Section 4.02 hereof and to avoid such Lease upon such repossession, and the Owner Borrower shall remain primarily liable hereunder for the performance of all of the terms of this Trust Indenture to the same extent as if such Lease or transfer had not occurredIndenture, and, except as otherwise provided herein, and the terms of any such Lease shall not permit any Lessee to take any action not permitted to be taken by the Owner in this Trust Indenture Borrower hereunder with respect to the Aircraft and may permit the Borrower to cure any default by Lessee and to terminate the Lease upon such default; provided, however, that the Borrower may procure such performance from any Lessee pursuant to the relevant Lease, and the Indenture Trustee hereby agrees to accept such performance by such Lessee in satisfaction of the Borrower’s obligations hereunder; and provided further that all rights accruing hereunder to the Borrower shall likewise accrue to such Lessee. Without the prior written consent of Indenture Trustee, which consent shall not be unreasonably withheld or delayed, no Lease shall permit the further leasing of the Aircraft. No pooling agreementSubject to Borrower’s obligations in paragraph (g) above, lease or other relinquishment concurrently with the commencement of possession any Lease, Borrower shall deliver to Indenture Trustee (i) a notice stating the identity of the Airframe applicable Lessee and stating that no Event of Default shall have occurred and be continuing, that such Lease complies with this Section 3.03 and the applicable Lessee is not then subject to a proceeding or any Engine final order under applicable bankruptcy, insolvency or Wet Lease shall reorganization laws; (ii) an insurance certificate evidencing compliance with the requirements of this Lease; (iii) an opinion of counsel satisfying the requirement set forth in any way discharge or diminish any clause (a) of Annex A covering the country in which the Lessee is domiciled and addressing subleasing of the Owner's Aircraft rather than reregistration, if such opinion is required by the Operative Documents; and (iv) a copy of the Lease documentation. Leases having a term in excess of six (6) months shall be assigned by Borrower to Indenture Trustee as security for Borrower’s obligations under the Trust Indenture; provided that, except during the continuance of an Event of Default, (x) the rentals payable thereunder shall not be required to be paid to the Indenture Trustee hereunder and (y) rights as lessor under any Lease shall not vest (to the exclusion of Borrower as lessor thereunder) in the Indenture Trustee. During the continuance of an Event of Default the Indenture Trustee shall have the exclusive right to enforce the terms of such Lease. In addition to the foregoing, with respect to any Lease to a Lessee that is situated in a Contracting State to the Cape Town Convention (as at the time of entry into such Lease, whether in respect of both the Airframe and the Engines or only the Airframe), in connection with such Lease, (A) each of Borrower and Indenture Trustee agree that there shall be registered with the International Registry (i) first, the international interest in the Airframe and Engines, as the case may be, vested in Borrower as lessor under the Lease and (ii) second, if Borrower is obligated to assign such Lease to Indenture Trustee, an assignment by Borrower of such international interest attributable to such Lease (excluding, in any case, Borrower’s ownership interest in the Aircraft) and (B) Borrower shall have received a favorable opinion of counsel (which is reasonably satisfactory to Indenture Trustee and Certificate Holder), and a supporting priority search certificate issued by the International Registry, regarding such registrations. Indenture Trustee agrees that with respect to any Lease assigned to Indenture Trustee as provided herein, upon termination of such Lease, Indenture Trustee shall discharge at the International Registry Indenture Trustee’s interest in the Airframe and Engines attributable to the assignment of such Lease. Any Wet Lease or similar arrangement under which the Borrower maintains operational control of the Aircraft shall not constitute a waiver delivery, transfer or relinquishment of possession for purposes of this Section 3.03. Any consolidation or merger of the Borrower or conveyance, transfer or lease of all or substantially all of the Borrower’s assets permitted by the Operative Documents shall not be prohibited by this Section 3.03. In connection with any Lease, all necessary action shall be taken by Borrower at its expense which is required to continue the perfection of the Indenture Trustee's rights or remedies hereunder’s perfected security interest in the Aircraft, the Airframe and the Engines. Any lease permitted under The Borrower agrees to pay all reasonable out-of-pocket costs and reasonable expenses (including, without limitation, reasonable counsel fees and disbursements) of Indenture Trustee and each Certificate Holder in connection with any leasing pursuant to this Section 7.02(b) shall expressly prohibit any further sublease by the Lessee3.03. The Indenture Trustee and each Certificate Holder agrees, for the benefit of the Owner Borrower (and any Lessee) and for the benefit of any mortgagee or other holder of a security interest in any engine (other than an Engine) owned by the Owner Borrower (or any Lessee), any lessor of any engine (other than an Engine) leased to the Owner Borrower (or any Lessee) and any conditional vendor of any engine (other than an Engine) purchased by the Owner Borrower (or any Lessee) subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engine so owned, leased or purchased and that neither the Indenture Trustee nor its and such Certificate Holder, and their respective successors or assigns assigns, will not acquire or claim, as against the Owner Borrower (or any Lessee) or any such mortgagee, lessor or conditional vendor or other holder of a security interest or any successor or assignee of any thereof, any right, title or interest in such engine as the result of such engine being installed on the Airframe; provided, however, that such agreement of the Indenture Trustee shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by the Owner (or any Lessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against the Indenture Trustee, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. The Owner shall provide to the Indenture Trustee (i) written notice of any Lease hereunder (such notice to be given not later than five days prior to entering into such Lease, if practicable, but in any event promptly after entering into any such Lease) and (ii) a copy of each Lease which has a term of more than three months.

Possession and Leases. The Owner Borrower will not, without the prior written consent of the Indenture TrusteeAdministrative Agent at the direction of the Lenders, which consent (and direction) will not be unreasonably withheld or delayed, lease or otherwise in any manner deliver, transfer or relinquish possession of the Airframe or any Engine or install or permit any Engine to be installed on any airframe other than the Airframe or enter into any Wet LeaseAirframe; provided that, that so long as no Default of the type referred to in Section 4.01(a) or 4.01(e) or Event of Default shall have occurred and be continuing at the time of such lease, delivery, transfer or relinquishment of possession or installation or such Wet Lease, and so long as the action Borrower shall continue to be taken shall not deprive the Indenture Trustee of the perfected first priority Lien of this Trust Indenture on the Airframe or (subject to the further proviso (B) to clause (i) of this Section 7.02(b)) any Engine, and so long as the Owner (or any Lessee) shall comply with the provisions of Sections 7.02(a) Section 3.01 and 7.04 hereofArticle VI, the Owner (or, except with respect to clause (x) below, any Lessee) Borrower may, without the prior written consent of the Indenture TrusteeAdministrative Agent: (ia) subject the Airframe and the Engines or engines then installed thereon to normal interchange agreements or any Engine to normal pooling or similar arrangements, in each case arrangements customary in the airline industry and entered into by the Owner (or, if a Lease is then in effect, by Lessee) Borrower in the ordinary course of its businessbusiness with a U.S. Air Carrier or any other air carrier approved in writing by the Administrative Agent at the direction of the Lenders (which approval will not be unreasonably withheld or delayed); provided that (Ai) no such agreement or arrangement contemplates or requires the transfer of title to the Airframe, any Engine and (Bii) if the OwnerBorrower's title to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Owner Borrower shall (or shall cause Lessee to) comply with Section 7.06(b) 5.02 hereof in respect thereof, and (C) any interchange agreement to which the Airframe may be subject shall be with a U.S. Air Carrier or a Foreign Air Carrier; (iib) deliver possession of the Airframe or any Engine to the manufacturer thereof (Manufacturer or for delivery thereto) the Engine Manufacturer, or to any organization (or for delivery thereto) Person for testing, service, repair, maintenance or overhaul work on the Airframe or any Engine or any part of any thereof or for alterations or modifications in or additions to such the Airframe or Engine to the extent required or permitted by the terms of Section 7.03(c) hereofEngine(s); (iiic) install an Engine on an airframe which is owned by the Owner (or any Lessee) free and clear of all LiensBorrower, except: (A) Permitted Liens and those which apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety), (B) the rights of third parties under interchange agreements which would be permitted under clause (i) above, provided that the Owner's title to such Engine and the first priority Lien of this Trust Indenture shall not be divested or impaired as a result thereof and (C) mortgage liens or other security interests, provided that (as regards this clause (C)) such mortgage liens or other security interests effectively provide that such Engine shall not become subject to the lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe; (iv) install an Engine on an airframe leased to the Owner (Borrower, or any Lessee) owned or purchased by the Owner (or any Lessee) Borrower subject to a conditional sale or other security agreement, provided that (xa) such airframe is free and clear of all Liens, except: except (Ai) in the case of airframes leased to the Borrower or owned or purchased by the Borrower subject to a conditional sale or other security agreement, the rights of the parties to the lease or conditional sale agreement or other security agreement covering such airframe, or their assigneesassignee, (ii) Permitted Liens, and (B) Liens of the type permitted by subparagraph (iii) the rights of this paragraph other air carriers under normal interchange agreements which are customary in the airline industry and do not contemplate, permit or require the transfer of title to the airframe or engines installed thereon, and (b) and (y) any such lease, conditional sale or other security agreement effectively provides that such Engine shall not become subject to the lien of such lease, conditional sale or other security agreement, notwithstanding the installation thereof on such airframe, and the inclusion in such agreement of a provision similar to the last paragraph of this Section 3.03 shall satisfy such requirement; (vd) install an Engine on an airframe owned by the Owner (or any Lessee)Borrower, leased to the Owner (or any Lessee) Borrower or purchased by the Owner (or any Lessee) Borrower subject to a conditional sale or other security agreement under circumstances where neither subparagraph (iiiparagraph 3.03(c) nor subparagraph (iv) of this paragraph (b) above is applicableinapplicable, provided that such installation shall be deemed an Event of Loss with respect to such Engine and the Owner Borrower shall (or shall cause any Lessee to) comply with Section 7.06(b) 5.02 hereof in respect thereof, the Indenture Trustee Administrative Agent not intending hereby to waive any right or interest it may have to or in such Engine under applicable law until compliance by the Owner Borrower with such Section 7.06(b)5.02; (vie) to the extent permitted by Section 7.03(b) hereof, subject any appliances, Parts or other equipment owned by the Owner and removed from the Airframe or any Engine to any pooling arrangement referred to in Section 7.03(b) hereof; (vii) subject (or permit any Lessee to subject) the Airframe or any Engine to the Civil Reserve Air Fleet Program and transfer (or permit any Lessee to transfer) possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program, CRAF so long as the Owner (or any Lessee) Borrower shall (A) promptly notify the Indenture Trustee upon subjecting the Airframe or any Engine to the Civil Reserve Air Fleet Program in any contract year and provide the Indenture Trustee with the name and address of the Contracting Office Representative for the Air Mobility Command of the United States Air Force to whom notice must be given pursuant to Section 4.02 hereof, and (B) promptly notify the Indenture Trustee Administrative Agent upon transferring possession of the Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such programprogram and provide the Administrative Agent with the name and address of the Contracting Office Representative for the Military Aircraft Command of the United States Air Force to whom notice must be given in the event the Administrative Agent desires to give notice as provided in Section 12 of the Credit Agreement; (viii) enter into a Wet Lease for the Airframe and Engines or engines then installed thereon with any third party provided that if the Owner (or any Lessee) shall enter into any Wet Lease for a period of more than one year (including renewal options) the Owner shall provide the Indenture Trustee written notice of such Wet Lease (such notice to be given prior to entering into such Wet Lease, if practicable, but in any event promptly after entering into such Wet Lease); (ixf) transfer possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to a contract, a copy which bears the full faith and credit of which shall be provided to the Indenture TrusteeUnited States of America; orand (xg) the Owner may, at any time, enter into any a lease with (1i) a any U.S. Air CarrierCarrier approved in writing by the Administrative Agent at the direction of the Lenders, which approval (2or direction) shall not be unreasonably withheld, and which is authorized by an applicable Governmental Authority to conduct commercial airline operations and to operate A319-111 aircraft, or (ii) any other Person approved in writing by the Indenture Trustee, which approval shall not be unreasonably withheld or (3) any Permitted Lessee if (A) in any such case, the Lessee under such lease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such lease is entered into, (B) in the event that the Lessee under such lease is a foreign air carrier (other than a foreign air carrier principally based in Taiwan), the United States maintains diplomatic relations with the country in which such proposed Lessee is principally based Administrative Agent at the time such lease is entered into (or, in the case of a lease to a proposed Lessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Closing Date) and (C) in the event that the Lessee under such lease is a foreign air carrier, the Indenture Trustee shall have received an opinion of counsel to the Owner to the effect that (I) the terms direction of the proposed lease will be legal, valid, binding and (subject to customary exceptions in foreign opinions generally) enforceable against the proposed Lessee in the country in which the proposed Lessee is principally based, (II) there exist no possessory rights in favor of the Lessee under such lease under the laws of such Lessee's country of domicile that would, upon bankruptcy or insolvency of or other default by the Owner and assuming at such time such Lessee is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with the terms of this Trust Indenture, (III) the laws of such Lessee's country of domicile require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of the Aircraft in the event of the requisition by such government of such use, and (IV) the laws of such Lessee's country of domicile would give recognition to the Owner's title to the Aircraft, to the registry of the Aircraft in the name of the Owner (or the proposed Lessee, as "lessee", as appropriate) and to the Lien of this Trust IndentureLenders. The rights of any Lessee or other transferee who receives possession by reason of a transfer permitted by this paragraph (b) Section 3.03 (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate toto (and, and in the case of any Lease permitted by this paragraph (b) lease, shall be expressly subject and subordinate to, ) all the terms of this Trust Indenture Mortgage; provided that in the case of the use of the Aircraft in CRAF the subject and subordinate requirements herein shall be subject to the Lien notice specified in Section 12 of this Trust Indenture, including, without limitationthe Credit Agreement and other requirements of the CRAF program. In the case of any lease, the covenants contained in Section 7.02(a) hereof and the Indenture Trustee's rights to foreclosure and repossession pursuant to Section 4.02 hereof and to avoid such Lease upon such repossession, and the Owner Borrower shall remain primarily liable hereunder for the performance of all of the terms of this Trust Indenture to the same extent as if such Lease or transfer had not occurredMortgage, and, except as otherwise provided herein, and the terms of any such Lease lease shall not permit any Lessee lessee to take any action not permitted to be taken by the Owner in this Trust Indenture Borrower hereunder with respect to the AircraftAircraft and may permit the Borrower to cure any default by the lessee and to terminate the lease upon such default. No pooling agreementAny Wet Lease or similar arrangement under which the Borrower maintains operational control of the Aircraft shall not constitute a delivery, lease transfer or other relinquishment of possession for purposes of the Airframe or any Engine or this Section 3.03 so long as such Wet Lease shall be for a term (including any renewals) not in any way discharge or diminish any excess of the Owner's obligations three months and is wet leased to the Indenture Trustee hereunder or constitute a waiver of the Indenture Trustee's rights or remedies hereunder. Any lease permitted under this Section 7.02(b) shall expressly prohibit any further sublease by the LesseeU.S. Air Carrier. The Indenture Trustee Administrative Agent agrees, for the benefit of the Owner (and any Lessee) Borrower, and for the benefit of any mortgagee or any other holder lender of a security interest in any engine (other than an Engine) owned by the Owner (or any Lessee)Borrower, any lessor of any engine (other than an Engine) leased to the Owner (or any Lessee) Borrower and any conditional vendor of any engine (other than an Engine) purchased by the Owner (or any Lessee) Borrower subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engine so owned, leased or purchased and that neither the Indenture Trustee Administrative Agent nor its successors or assigns will acquire or claim, as against the Owner (or any Lessee) Borrower or any such mortgagee, lessor or conditional vendor or any other holder lender of a security interest or any successor or assignee of any thereof, any right, title or interest in such engine as the result of such engine being installed on the Airframe; provided, however, that such agreement of the Indenture Trustee Administrative Agent shall not be for the benefit of any lessor or secured party of any an airframe (other than the Airframe) leased to the Owner (or any Lessee) Borrower or purchased by the Owner (or any Lessee) Borrower subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder lender of a security interest in an airframe owned by the Owner (or any Lessee)Borrower, unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgagemortgage and may consist of a paragraph similar to this paragraph) that neither it nor its successors or assigns will acquire, as against the Indenture TrusteeAdministrative Agent, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. The Owner shall provide to the Indenture Trustee (i) written notice of any Lease hereunder (such notice to be given not later than five days prior to entering into such Lease, if practicable, but in any event promptly after entering into any such Lease) and (ii) a copy of each Lease which has a term of more than three months.

Possession and Leases. The Owner Company will not, without the prior written consent of the Indenture TrusteeMortgagee and the Required Lenders, which consent shall not be unreasonably withheld or delayed, lease or otherwise in any manner deliver, transfer or relinquish possession of the any Airframe or any Engine or install or permit any Engine to be installed on any airframe other than the Airframe or enter into any Wet LeaseAirframes; provided that, so long as no Default of the type referred to in Section 4.01(a) or 4.01(e) or Event of Default shall have occurred and be continuing at the time of such lease, delivery, transfer or relinquishment of possession or installation or such Wet Leaseinstallation, and so long as the action to be taken shall not deprive the Indenture Trustee Mortgagee of the prior perfected first priority Lien of this Trust Indenture the Mortgage on the any Airframe or (subject Engine and the Company shall continue to the further proviso (B) to clause (i) of this Section 7.02(b)) any Engine, and so long as the Owner (or any Lessee) shall comply with the provisions of Sections 7.02(a) 2.1 and 7.04 2.2 and Article V hereof, the Owner (or, except with respect to clause (x) below, any Lessee) Company may, without the prior written consent of the Indenture TrusteeMortgagee and the Required Lenders: (ia) subject the Airframe and the Engines or engines any engine then installed thereon on any Airframe to normal interchange agreements or any Engine to normal pooling or similar arrangements, in each case customary in the airline industry and entered into by the Owner (or, if a Lease is then in effect, by Lessee) Company in the ordinary course of its business; provided provided, that (A) no such agreement or arrangement contemplates or requires the transfer of title to the Airframe, (B) if the OwnerCompany's title to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Owner Company shall (or shall cause Lessee to) comply with Section 7.06(b) 4.2 hereof in respect thereof, and (C) any interchange agreement to which the Airframe may be subject shall be with a U.S. Air Carrier or a Foreign Air Carrier; (iib) deliver possession of the any Airframe or any Engine to the manufacturer thereof (or for delivery thereto) or to any organization (or for delivery thereto) other Person for testing, service, repair, maintenance or overhaul work on the such Airframe or Engine or any part of any Part thereof or for alterations or modifications in or additions to such Airframe or Engine to the extent required or permitted by the terms of Section 7.03(c) 3.3 hereof; (iiic) install an any Engine on an airframe which is owned by the Owner (or any Lessee) Company which airframe is free and clear of all Liens, except: (A) Permitted Liens and those which apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the such airframe as an entirety), (B) the rights of third parties under interchange agreements which would be permitted under clause (iSection 2.3(a) abovehereof, provided that the OwnerCompany's title to such Engine and the first priority Lien of this Trust Indenture shall not be divested or impaired as a result thereof thereof, and (C) mortgage liens Liens or other security interests, provided provided, that (as regards this clause (C)) ), such mortgage liens Liens or other security interests effectively provide that such Engine shall not become subject to the lien Lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe; (ivd) install an Engine on an airframe leased to the Owner (or any Lessee) Company or purchased by the Owner (or any Lessee) Company subject to a conditional sale or other security agreement, provided that (x) such airframe is free and clear of all Liens, except: (A) the rights of the parties to the lease or conditional sale or other security agreement covering such airframe, or their assignees, and (B) Liens of the type permitted by subparagraph (iiiSection 2.3(c) of this paragraph (b) hereof and (y) such lease, conditional sale or other security agreement effectively provides that such Engine shall not become subject to the lien Lien of such lease, conditional sale or other security agreement, notwithstanding notwith- standing the installation thereof on such airframe; (ve) install an Engine on an airframe owned by the Owner (or any Lessee)Company, leased to the Owner (or any Lessee) Company or purchased by the Owner (or any Lessee) Company subject to a conditional sale or other security agreement under circumstances where neither subparagraph (iiiSection 2.3(c) nor subparagraph (ivSection 2.3(d) of this paragraph (b) hereof is applicable, provided that such installation shall be deemed an Event of Loss with respect to such Engine and the Owner Company shall (or shall cause any Lessee to) comply with Section 7.06(b) 4.2 hereof in respect thereof, the Indenture Trustee Mortgagee not intending hereby to waive any right or interest it may have to or in such Engine under applicable law until compliance by the Owner Company with such Section 7.06(b);4.2; or (vif) to the extent permitted by Section 7.03(b) hereof, subject transfer possession of any appliances, Parts or other equipment owned by the Owner and removed from the Airframe or any Engine to any pooling arrangement referred to in Section 7.03(b) hereof; (vii) subject (or permit any Lessee to subject) the Airframe or any Engine to the Civil Reserve Air Fleet Program United States of America or any instrumentality or agency thereof, the obligations of which are guaranteed by the full faith and credit of the United States Government pursuant to a contract, a copy of which shall be provided to the Mortgagee and each Lender. (g) transfer (or permit any Lessee to transfer) possession of the any Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program, CRAF so long as the Owner (or any Lessee) Company shall (A) promptly notify the Indenture Trustee upon subjecting the Mortgagee in writing prior to transferring possession of such Airframe or any such Engine to the Civil Reserve Air Fleet Program in United States of America or any contract year agency or instrumentality thereof pursuant to such program and provide the Indenture Trustee Mortgagee with the name and address of the Contracting Office Representative for the Air Mobility Command of the United States Air Force to whom notice must be given pursuant to Section 4.02 hereof, and (B) promptly notify the Indenture Trustee upon transferring possession of the Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such program; (viii) enter into a Wet Lease for the Airframe and Engines or engines then installed thereon with any third party provided that if the Owner (or any Lessee) shall enter into any Wet Lease for a period of more than one year (including renewal options) the Owner shall provide the Indenture Trustee written notice of such Wet Lease (such notice to be given prior to entering into such Wet Lease, if practicable, but in any event promptly after entering into such Wet Lease); (ix) transfer possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to a contract, a copy of which shall be provided to the Indenture Trustee; or (x) the Owner may, at any time, enter into any lease with (1) a U.S. Air Carrier, (2) any Person approved in writing by the Indenture Trustee, which approval shall not be unreasonably withheld or (3) any Permitted Lessee if (A) in any such case, the Lessee under such lease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such lease is entered into, (B) in the event that the Lessee under such lease is a foreign air carrier (other than a foreign air carrier principally based in Taiwan), the United States maintains diplomatic relations with the country in which such proposed Lessee is principally based at the time such lease is entered into (or, in the case of a lease Mortgagee desires to a proposed Lessee principally based in Taiwan, maintains diplomatic relations at least give notice as good as those in effect on the Closing Date) and (C) in the event that the Lessee under such lease is a foreign air carrier, the Indenture Trustee shall have received an opinion of counsel to the Owner to the effect that (I) the terms of the proposed lease will be legal, valid, binding and (subject to customary exceptions in foreign opinions generally) enforceable against the proposed Lessee in the country in which the proposed Lessee is principally based, (II) there exist no possessory rights in favor of the Lessee under such lease under the laws of such Lessee's country of domicile that would, upon bankruptcy or insolvency of or other default by the Owner and assuming at such time such Lessee is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with the terms of this Trust Indenture, (III) the laws of such Lessee's country of domicile require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of the Aircraft in the event of the requisition by such government of such use, and (IV) the laws of such Lessee's country of domicile would give recognition to the Owner's title to the Aircraft, to the registry of the Aircraft in the name of the Owner (or the proposed Lessee, as "lessee", as appropriate) and to the Lien of this Trust Indenture. The rights of any Lessee or other transferee who receives possession by reason of a transfer permitted by this paragraph (b) (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any Lease permitted by this paragraph (b) shall be expressly subject and subordinate to, all the terms of this Trust Indenture and to the Lien of this Trust Indenture, including, without limitation, the covenants contained provided in Section 7.02(a) hereof and the Indenture Trustee's rights to foreclosure and repossession pursuant to Section 4.02 hereof and to avoid such Lease upon such repossession, and the Owner shall remain primarily liable hereunder for the performance of all of the terms of this Trust Indenture to the same extent as if such Lease or transfer had not occurred, and, except as otherwise provided herein, the terms of any such Lease shall not permit any Lessee to take any action not permitted to be taken by the Owner in this Trust Indenture with respect to the Aircraft. No pooling agreement, lease or other relinquishment of possession of the Airframe or any Engine or Wet Lease shall in any way discharge or diminish any of the Owner's obligations to the Indenture Trustee hereunder or constitute a waiver of the Indenture Trustee's rights or remedies hereunder. Any lease permitted under this Section 7.02(b) shall expressly prohibit any further sublease by the Lessee. The Indenture Trustee agrees, for the benefit of the Owner (and any Lessee) and for the benefit of any mortgagee or other holder of a security interest in any engine (other than an Engine) owned by the Owner (or any Lessee), any lessor of any engine (other than an Engine) leased to the Owner (or any Lessee) and any conditional vendor of any engine (other than an Engine) purchased by the Owner (or any Lessee) subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engine so owned, leased or purchased and that neither the Indenture Trustee nor its successors or assigns will acquire or claim, as against the Owner (or any Lessee) or any such mortgagee, lessor or conditional vendor or other holder of a security interest or any successor or assignee of any thereof, any right, title or interest in such engine as the result of such engine being installed on the Airframe; provided, however, that such agreement of the Indenture Trustee shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by the Owner (or any Lessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against the Indenture Trustee, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. The Owner shall provide to the Indenture Trustee (i) written notice of any Lease hereunder (such notice to be given not later than five days prior to entering into such Lease, if practicable, but in any event promptly after entering into any such Lease) and (ii) a copy of each Lease which has a term of more than three months.6.01

Possession and Leases. The Owner Mortgagor will not, without the prior written consent of the Indenture TrusteeMortgagee, lease or otherwise in any manner deliver, transfer or relinquish possession of the Airframe or any Engine or install or permit any Engine to be installed on any airframe other than the Airframe or enter into any Wet LeaseAirframe; provided that, that so long as no Default of the type referred to in Section 4.01(a) or 4.01(e) or Event of Default shall have occurred and be continuing at the time of such leaseLease, delivery, transfer or relinquishment of possession or installation or such Wet Lease, and so long as the action Mortgagor and/or any Lessee shall continue to be taken shall not deprive the Indenture Trustee of the perfected first priority Lien of this Trust Indenture on the Airframe or (subject to the further proviso (B) to clause (i) of this Section 7.02(b)) any Engine, and so long as the Owner (or any Lessee) shall comply with the provisions of Sections 7.02(a) Section 3.3 and 7.04 hereofSection 3.4, the Owner (or, except with respect to clause (x) below, any Lessee) Mortgagor may, without the prior written consent of the Indenture TrusteeMortgagee: (ia) subject the Airframe and the Engines Engine(s) or engines then installed thereon to normal interchange agreements or any Engine to normal pooling or similar arrangements, in each case customary in the airline industry and entered into by the Owner Mortgagor (or, if a Lease is then in effect, by or any Lessee) in the ordinary course of its businessbusiness with a U.S. Air Carrier or any other air carrier approved in writing by the Mortgagee (which approval will not be unreasonably withheld or delayed); provided provided, that (Ai) no such agreement or arrangement contemplates or requires the transfer of title to the Airframe, any Engine and (Bii) if the Owner's Mortgagor’s title to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Owner Mortgagor shall (or shall cause any Lessee to) comply with Section 7.06(b3.4 (c) hereof in respect thereof, and (C) any interchange agreement to which the Airframe may be subject shall be with a U.S. Air Carrier or a Foreign Air Carrier; (iib) deliver possession of the Airframe or any Engine to the Airframe manufacturer thereof (or for delivery thereto) the Engine manufacturer, or to any organization (or for delivery thereto) Person for testing, service, repair, maintenance or overhaul work on the Airframe or any Engine or any part of any thereof or for alterations or modifications in or additions to such the Airframe or Engine Engine(s) to the extent required or permitted otherwise not prohibited by the terms hereof or of Section 7.03(c) hereofthe Credit Agreement; (iiic) install an Engine on an airframe which is owned by the Owner Mortgagor (or any Lessee) free and clear of all Liens, except: (A) Permitted Liens and those which apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety), (B) the rights of third parties under interchange agreements which would be permitted under clause (i) above, provided that the Owner's title to such Engine and the first priority Lien of this Trust Indenture shall not be divested or impaired as a result thereof and (C) mortgage liens or other security interests, provided that (as regards this clause (C)) such mortgage liens or other security interests effectively provide that such Engine shall not become subject to the lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe; (iv) install an Engine on an airframe leased to the Owner Mortgagor (or any Lessee) ), or owned or purchased by the Owner Mortgagor (or any Lessee) subject to a conditional sale or other security agreement, provided provided, that (xA) such airframe is free and clear of all Liens, except: except (Ai) in the case of airframes leased to the Mortgagor (or any Lessee) or owned or purchased by the Mortgagor (or any Lessee) subject to a conditional sale or other security agreement, the rights of the parties to the lease Lease or conditional sale agreement or other security agreement covering such airframe, or their assigneesassignee, (ii) Permitted Liens, and (iii) the rights of other air carriers under normal interchange agreements which are customary in the airline industry and do not contemplate, permit or require the transfer of title to the airframe or engines installed thereon, and (B) Liens of the type permitted by subparagraph (iii) of this paragraph (b) and (y) any such lease, conditional sale or other security agreement effectively provides that such Engine shall not become subject to the lien of such lease, conditional sale or other security agreement, notwithstanding the installation thereof on such airframe, and the inclusion in such agreement of a provision similar to Section 3.10(i) shall satisfy such requirement; (vd) install an Engine on an airframe owned by the Owner Mortgagor (or any Lessee), leased to the Owner Mortgagor (or any Lessee) or purchased by the Owner Mortgagor (or any Lessee) subject to a conditional sale or other security agreement under circumstances where neither subparagraph (iiiSection 3.10(c) nor subparagraph (iv) of this paragraph (b) above is applicableinapplicable, provided provided, that such installation shall be deemed an Event of Loss with respect to such Engine and the Owner Mortgagor shall (or shall cause any Lessee to) comply with Section 7.06(b3.4(c) hereof in respect thereof, the Indenture Trustee Mortgagee not intending hereby to waive any right or interest it may have to or in such Engine under applicable law until compliance by the Owner Mortgagor with such Section 7.06(b3.4(c); (vie) to the extent permitted by Section 7.03(b) hereof, subject any appliances, Parts or other equipment owned by the Owner and removed from the Airframe or any Engine to any pooling arrangement referred to in Section 7.03(b) hereof; (vii) subject (or permit any Lessee to subject) the Airframe or any Engine to the Civil Reserve Air Fleet Program and transfer (or permit any Lessee to transfer) possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program, CRAF so long as the Owner Mortgagor (or any such Lessee) shall (A) promptly notify the Indenture Trustee upon subjecting the Airframe or any Engine to the Civil Reserve Air Fleet Program in any contract year and provide the Indenture Trustee with the name and address of the Contracting Office Representative for the Air Mobility Command of the United States Air Force to whom notice must be given pursuant to Section 4.02 hereof, and (B) promptly notify the Indenture Trustee Mortgagee upon transferring possession of the Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such programprogram and provide the Mortgagee with the name and address of the Contracting Office Representative for the Military Aircraft Command of the United States Air Force to whom notice must be given in the event the Mortgagee desires to give notice as provided in Section 4.2 hereof; (viiif) provided that no Event of Default has occurred and is continuing, enter into a Wet Lease for lease with: (A) any certificated U.S. Air Carrier not then subject to bankruptcy, reorganization or insolvency proceedings; (B) any other non-U.S. air carrier if at the Airframe and Engines or engines then installed thereon with any third party provided that if the Owner (or any Lessee) shall enter into any Wet Lease for a period of more than one year (including renewal options) the Owner shall provide the Indenture Trustee written notice time of such Wet Lease (such notice to be given prior to entering into such Wet Lease, if practicable, but in any event promptly after entering into such Wet Lease); (ix) transfer possession of the Airframe or any Engine to lease the United States of America or any instrumentality or agency thereof pursuant to a contract, a copy of which shall be provided to the Indenture Trustee; or (x) the Owner may, at any time, enter into any lease with (1) a U.S. Air Carrier, (2) any Person approved in writing by the Indenture Trustee, which approval shall not be unreasonably withheld or (3) any Permitted Lessee if (A) in any such case, the Lessee under such lease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such lease is entered into, (B) in the event that the Lessee under such lease is a foreign air carrier (other than a foreign air carrier principally based in Taiwan), the United States maintains normal diplomatic relations with the country in which such proposed Lessee air carrier is principally based at and the time such lease is entered into (or, in the case of a lease to a proposed Lessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Closing Date) and (C) in the event that the Lessee under such lease is a foreign air carrier, the Indenture Trustee Mortgagee shall have received (A) evidence that: (1) all necessary governmental approvals required for the leased equipment, the Airframe or any Engine, as the case may be, to be imported and, if requested by the Mortgagee (and such request is reasonable in light of the circumstances) and if and to the extent obtainable with reasonable effort and if it is otherwise customary to obtain the same in such jurisdiction, exported from the applicable country of domicile upon repossession of such leased equipment by the Mortgagee (and the Mortgagor as lessor) shall have been obtained prior to commencement of any such lease; and (2) the insurance requirements of Section 3.5 are satisfied and that War Risk Insurance shall be carried and maintained of such scope and coverage, and subject to such exclusions and exceptions, as is standard for air carriers flying similar equipment on routes comparable to those flown by the Aircraft and (B) an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Owner Mortgagee) that: (1) it is not necessary for the Mortgagee to register or qualify to do business in such jurisdiction solely as a result of the proposed lease, unless the only result of such registration or qualification is a Tax or cost that the Mortgagor is indemnifying such party against; (2) that the Mortgagee’s Lien on the leased equipment will be recognized; (3) the laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction payable in a currency freely convertible into Dollars for the loss of the title to the effect leased equipment in the event of the requisition by such government of title (unless the Mortgagor shall provide insurance covering the risk of requisition of title to the leased equipment by the government of such jurisdiction so long as the leased equipment is subject to such lease); (4) the required agreement of such non-U.S. air carrier that (I) its rights under the Lease are subject and subordinate to all of the terms of the proposed lease will be legal, valid, binding and this Security Agreement is enforceable against such non-U.S. air carrier under applicable law (subject only to customary exceptions in foreign opinions generally) enforceable against the proposed Lessee in the country in which the proposed Lessee is principally based, to enforceability); (II5) there exist no possessory rights in favor of the such Lessee under such lease under the laws of such Lessee's country of domicile that jurisdiction which would, upon bankruptcy or insolvency of the Mortgagor or other default by the Owner Mortgagor or Lessee and assuming that at such time such Lessee is not insolvent or bankrupt, prevent the return or repossession of the Aircraft to the Mortgagor or the Mortgagee in accordance with and when permitted by the terms of this Trust Indenture, Section 4.2 hereof upon the exercise by the Mortgagee of remedies under Section 4.2 hereof; and (III6) the laws terms (including, without limitation, the governing-law and jurisdictional-submission provisions hereof) of this Security Agreement are legal, valid, binding and enforceable in such Lessee's country of domicile require fair compensation jurisdiction against third parties to substantially the same extent as in the United States; or (C) any Person approved in writing by the government Mortgagee, which approval shall not be unreasonably withheld. The currency of payments under such jurisdiction payable in currency Lease must be freely convertible into Dollars for the loss of use of the Aircraft in the event of the requisition by such government of such use, and Dollars. (IVg) the laws of such Lessee's country of domicile would give recognition to the Owner's title to the Aircraft, to the registry of the Aircraft in the name of the Owner (or the proposed Lessee, as "lessee", as appropriate) and to the Lien of this Trust Indenture. The rights of any Lessee or other transferee who receives possession by reason of a transfer permitted by this paragraph (b) Section 3.10 (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any Lease permitted by this paragraph (b) Section 3.10, shall be expressly provide that it is subject and subordinate to, all the terms of this Trust Indenture Security Agreement; provided, that in the case of the use of the Aircraft in CRAF the subject and subordinate requirements herein shall be subject to the Lien notice specified in Section 4.2 and other requirements of this Trust Indenture, including, without limitationthe CRAF program. In the case of any Lease, the covenants contained in Section 7.02(a) hereof and the Indenture Trustee's rights to foreclosure and repossession pursuant to Section 4.02 hereof and to avoid such Lease upon such repossession, and the Owner Mortgagor shall remain primarily liable hereunder for the performance of all of the terms of this Trust Indenture to the same extent as if such Lease or transfer had not occurredSecurity Agreement, and, except as otherwise provided herein, and the terms of any such Lease shall not permit any Lessee to take any action not permitted to be taken by the Owner in this Trust Indenture Mortgagor hereunder with respect to the AircraftAircraft and may permit the Mortgagor to cure any default by Lessee and to terminate the Lease upon such default; provided, however, that the Mortgagor may procure such performance from any Lessee pursuant to the relevant Lease, and the Mortgagee hereby agrees to accept such performance by such Lessee in satisfaction of the Mortgagor’s obligations hereunder; and provided, further, that all rights accruing hereunder to the Mortgagor shall likewise accrue to such Lessee to the extent Mortgagor so permits. No pooling agreementSubject to the Mortgagor’s obligations in this paragraph (g) above, lease the Mortgagor shall promptly notify the Mortgagee after entering into any Lease. (h) Any Wet Lease or other similar arrangement under which the Mortgagor maintains operational control of the Aircraft shall not constitute a delivery, transfer or relinquishment of possession for purposes of this Section 3.10. Any consolidation or merger of the Airframe Mortgagor or any Engine conveyance, transfer or Wet Lease shall in any way discharge lease of all or diminish any substantially all of the Owner's obligations Mortgagor’s assets permitted by the Credit Agreement shall not be prohibited by this Section 3.10. As used herein, “Wet Lease” shall mean any arrangement whereby the Mortgagor or a Lessee agrees to furnish the Indenture Trustee hereunder Airframe and Engines or constitute engines installed thereon to a waiver third party pursuant to which the Airframe and Engines or engines (i) shall be operated solely by regular employees of the Indenture Trustee's rights Mortgagor, or remedies hereunder. Any lease permitted Lessee possessing all current certificates and licenses required under this Section 7.02(bthe Federal Aviation Act, and (ii) shall expressly prohibit any further sublease be maintained by the Lessee. Mortgagor or Lessee in accordance with the Maintenance Program or an FAA approved maintenance program. (i) The Indenture Trustee Mortgagee agrees, for the benefit of the Owner Mortgagor (and any Lessee) and for the benefit of any mortgagee or other holder of a security interest in any engine (other than an Engine) owned by the Owner Mortgagor (or any Lessee), any lessor of any engine (other than an Engine) leased to the Owner Mortgagor (or any Lessee) and any conditional vendor of any engine (other than an Engine) purchased by the Owner Mortgagor (or any Lessee) subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engine so owned, leased or purchased and that neither the Indenture Trustee Mortgagee nor its successors or assigns will acquire or claimclaim hereunder, as against the Owner Mortgagor (or any Lessee) or any such mortgagee, lessor or conditional vendor or other holder of a security interest or any successor or assignee of any thereof, any right, title or interest in such engine as the result of such engine being installed on the Airframe; provided, however, that such agreement of the Indenture Trustee Mortgagee shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to the Owner Mortgagor (or any Lessee) or purchased by the Owner Mortgagor (or any Lessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by the Owner Mortgagor (or any Lessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgagemortgage and may consist of a paragraph similar to this paragraph) that neither it nor its successors or assigns will acquire, as against the Indenture TrusteeMortgagee, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. The Owner shall provide to the Indenture Trustee (i) written notice of any Lease hereunder (such notice to be given not later than five days prior to entering into such Lease, if practicable, but in any event promptly after entering into any such Lease) and (ii) a copy of each Lease which has a term of more than three months.

Possession and Leases. The Owner will not, without the prior written consent of the Indenture Trustee, lease or otherwise in any manner deliver, transfer or relinquish possession of the Airframe or any Engine or install or permit any Engine to be installed on any airframe other than the Airframe or enter into any Wet Lease; provided that, so long as no Default of the type referred to in Section 4.01(a) or 4.01(e) or Event of Default shall have occurred and be continuing at the time of such lease, delivery, transfer or relinquishment of possession or installation or such Wet Lease, and so long as the action to be taken shall not deprive the Indenture Trustee of the perfected first priority Lien of this Trust Indenture on the Airframe or (subject to the further proviso (B) to clause (i) of this Section 7.02(b)) any Engine, and so long as the Owner (or any Lessee) shall comply with the provisions of Sections 7.02(a) and 7.04 hereof, the Owner (or, except with respect to clause (x) below, any Lessee) may, without the prior written consent of the Indenture Trustee: (i) subject the Airframe and the Engines or engines then installed thereon to normal interchange agreements or any Engine to normal pooling or similar arrangements, in each case customary in the airline industry and entered into by the Owner (or, if a Lease is then in effect, by Lessee) in the ordinary course of its business; provided that (A) no such agreement or arrangement contemplates or requires the transfer of title to the Airframe, (B) if the Owner's ’s title to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Owner shall (or shall cause Lessee to) comply with Section 7.06(b) hereof in respect thereof, and (C) any interchange agreement to which the Airframe may be subject shall be with a U.S. Air Carrier or a Foreign Air Carrier; (ii) deliver possession of the Airframe or any Engine to the manufacturer thereof (or for delivery thereto) or to any organization (or for delivery thereto) for testing, service, repair, maintenance or overhaul work on the Airframe or Engine or any part of any thereof or for alterations or modifications in or additions to such Airframe or Engine to the extent required or permitted by the terms of Section 7.03(c) hereof; (iii) install an Engine on an airframe which is owned by the Owner (or any Lessee) free and clear of all Liens, except: (A) Permitted Liens and those which apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety), (B) the rights of third parties under interchange agreements which would be permitted under clause (i) above, provided that the Owner's title to such Engine and the first priority Lien of this Trust Indenture shall not be divested or impaired as a result thereof and (C) mortgage liens or other security interests, provided that (as regards this clause (C)) such mortgage liens or other security interests effectively provide that such Engine shall not become subject to the lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe; (iv) install an Engine on an airframe leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement, provided that (x) such airframe is free and clear of all Liens, except: (A) the rights of the parties to the lease or conditional sale or other security agreement covering such airframe, or their assignees, and (B) Liens of the type permitted by subparagraph (iii) of this paragraph (b) and (y) such lease, conditional sale or other security agreement effectively provides that such Engine shall not become subject to the lien of such lease, conditional sale or other security agreement, notwithstanding the installation thereof on such airframe; (v) install an Engine on an airframe owned by the Owner (or any Lessee), leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement under circumstances where neither subparagraph (iii) nor subparagraph (iv) of this paragraph (b) is applicable, provided that such installation shall be deemed an Event of Loss with respect to such Engine and the Owner shall (or shall cause any Lessee to) comply with Section 7.06(b) hereof in respect thereof, the Indenture Trustee not intending hereby to waive any right or interest it may have to or in such Engine under applicable law until compliance by the Owner with such Section 7.06(b); (vi) to the extent permitted by Section 7.03(b) hereof, subject any appliances, Parts or other equipment owned by the Owner and removed from the Airframe or any Engine to any pooling arrangement referred to in Section 7.03(b) hereof; (vii) subject (or permit any Lessee to subject) the Airframe or any Engine to the Civil Reserve Air Fleet Program and transfer (or permit any Lessee to transfer) possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program, so long as the Owner (or any Lessee) shall (A) promptly notify the Indenture Trustee upon subjecting the Airframe or any Engine to the Civil Reserve Air Fleet Program in any contract year and provide the Indenture Trustee with the name and address of the Contracting Office Representative for the Air Mobility Command of the United States Air Force to whom notice must be given pursuant to Section 4.02 hereof, and (B) promptly notify the Indenture Trustee upon transferring possession of the Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such program; (viii) enter into a Wet Lease for the Airframe and Engines or engines then installed thereon with any third party provided that if the Owner (or any Lessee) shall enter into any Wet Lease for a period of more than one year (including renewal options) the Owner shall provide the Indenture Trustee written notice of such Wet Lease (such notice to be given prior to entering into such Wet Lease, if practicable, but in any event promptly after entering into such Wet Lease); (ix) transfer possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to a contract, a copy of which shall be provided to the Indenture Trustee; or (x) the Owner may, at any time, enter into any lease with (1) a U.S. Air Carrier, (2) any Person approved in writing by the Indenture Trustee, which approval shall not be unreasonably withheld or (3) any Permitted Lessee if (A) in any such case, the Lessee under such lease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such lease is entered into, (B) in the event that the Lessee under such lease is a foreign air carrier (other than a foreign air carrier principally based in Taiwan), the United States maintains diplomatic relations with the country in which such proposed Lessee is principally based at the time such lease is entered into (or, in the case of a lease to a proposed Lessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Closing Date) and (C) in the event that the Lessee under such lease is a foreign air carrier, the Indenture Trustee shall have received an opinion of counsel to the Owner to the effect that (I) the terms of the proposed lease will be legal, valid, binding and (subject to customary exceptions in foreign opinions generally) enforceable against the proposed Lessee in the country in which the proposed Lessee is principally based, (II) there exist no possessory rights in favor of the Lessee under such lease under the laws of such Lessee's country of domicile that would, upon bankruptcy or insolvency of or other default by the Owner and assuming at such time such Lessee is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with the terms of this Trust Indenture, (III) the laws of such Lessee's country of domicile require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of the Aircraft in the event of the requisition by such government of such use, and (IV) the laws of such Lessee's country of domicile would give recognition to the Owner's title to the Aircraft, to the registry of the Aircraft in the name of the Owner (or the proposed Lessee, as "lessee", as appropriate) and to the Lien of this Trust Indenture. The rights of any Lessee or other transferee who receives possession by reason of a transfer permitted by this paragraph (b) (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any Lease permitted by this paragraph (b) shall be expressly subject and subordinate to, all the terms of this Trust Indenture and to the Lien of this Trust Indenture, including, without limitation, the covenants contained in Section 7.02(a) hereof and the Indenture Trustee's rights to foreclosure and repossession pursuant to Section 4.02 hereof and to avoid such Lease upon such repossession, and the Owner shall remain primarily liable hereunder for the performance of all of the terms of this Trust Indenture to the same extent as if such Lease or transfer had not occurred, and, except as otherwise provided herein, the terms of any such Lease shall not permit any Lessee to take any action not permitted to be taken by the Owner in this Trust Indenture with respect to the Aircraft. No pooling agreement, lease or other relinquishment of possession of the Airframe or any Engine or Wet Lease shall in any way discharge or diminish any of the Owner's obligations to the Indenture Trustee hereunder or constitute a waiver of the Indenture Trustee's rights or remedies hereunder. Any lease permitted under this Section 7.02(b) shall expressly prohibit any further sublease by the Lessee. The Indenture Trustee agrees, for the benefit of the Owner (and any Lessee) and for the benefit of any mortgagee or other holder of a security interest in any engine (other than an Engine) owned by the Owner (or any Lessee), any lessor of any engine (other than an Engine) leased to the Owner (or any Lessee) and any conditional vendor of any engine (other than an Engine) purchased by the Owner (or any Lessee) subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engine so owned, leased or purchased and that neither the Indenture Trustee nor its successors or assigns will acquire or claim, as against the Owner (or any Lessee) or any such mortgagee, lessor or conditional vendor or other holder of a security interest or any successor or assignee of any thereof, any right, title or interest in such engine as the result of such engine being installed on the Airframe; provided, however, that such agreement of the Indenture Trustee shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by the Owner (or any Lessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against the Indenture Trustee, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. The Owner shall provide to the Indenture Trustee (i) written notice of any Lease hereunder (such notice to be given not later than five days prior to entering into such Lease, if practicable, but in any event promptly after entering into any such Lease) and (ii) a copy of each Lease which has a term of more than three months.Section

Possession and Leases. The Owner Borrower will not, without the prior written consent of the Indenture TrusteeAdministrative Agent at the direction of the Lenders, which consent (and direction) will not be unreasonably withheld or delayed, lease or otherwise in any manner deliver, transfer or relinquish possession of the any Airframe or any Engine or install or permit any Engine to be installed on any airframe other than the Airframe or enter into any Wet Leasean Airframe; provided that, that so long as no Default of the type referred to in Section 4.01(a) or 4.01(e) or Event of Default shall have occurred and be continuing at the time of such lease, delivery, transfer or relinquishment of possession or installation or such Wet Lease, and so long as the action Borrower shall continue to be taken shall not deprive the Indenture Trustee of the perfected first priority Lien of this Trust Indenture on the Airframe or (subject to the further proviso (B) to clause (i) of this Section 7.02(b)) any Engine, and so long as the Owner (or any Lessee) shall comply with the provisions of Sections 7.02(a) Section 3.01 and 7.04 hereofArticle VI, the Owner (or, except with respect to clause (x) below, any Lessee) Borrower may, without the prior written consent of the Indenture TrusteeAdministrative Agent: (ia) subject the Airframe and the Engines or engines then installed thereon to normal interchange agreements or any Engine to normal pooling or similar arrangements, in each case arrangements customary in the airline industry and entered into by the Owner (or, if a Lease is then in effect, by Lessee) Borrower in the ordinary course of its businessbusiness with a U.S. Air Carrier or any other air carrier approved in writing by the Administrative Agent at the direction of the Lenders (which approval will not be unreasonably withheld or delayed); provided that (Ai) no such agreement or arrangement contemplates or requires the transfer of title to the Airframe, any Engine and (Bii) if the OwnerBorrower's title to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Owner Borrower shall (or shall cause Lessee to) comply with Section 7.06(b) 5.02 hereof in respect thereof, and (C) any interchange agreement to which the Airframe may be subject shall be with a U.S. Air Carrier or a Foreign Air Carrier; (iib) deliver possession of the any Airframe or any Engine to the manufacturer thereof (Manufacturer or for delivery thereto) the Engine Manufacturer, or to any organization (or for delivery thereto) Person for testing, service, repair, maintenance or overhaul work on the any Airframe or any Engine or any part of any thereof or for alterations or modifications in or additions to such Airframe the Airframe(s) or Engine to the extent required or permitted by the terms of Section 7.03(c) hereofEngine(s); (iiic) install an Engine on an airframe which is owned by the Owner (or any Lessee) free and clear of all LiensBorrower, except: (A) Permitted Liens and those which apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety), (B) the rights of third parties under interchange agreements which would be permitted under clause (i) above, provided that the Owner's title to such Engine and the first priority Lien of this Trust Indenture shall not be divested or impaired as a result thereof and (C) mortgage liens or other security interests, provided that (as regards this clause (C)) such mortgage liens or other security interests effectively provide that such Engine shall not become subject to the lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe; (iv) install an Engine on an airframe leased to the Owner (Borrower, or any Lessee) owned or purchased by the Owner (or any Lessee) Borrower subject to a conditional sale or other security agreement, provided that (xa) such airframe is free and clear of all Liens, except: except (Ai) in the case of airframes leased to the Borrower or owned or purchased by the Borrower subject to a conditional sale or other security agreement, the rights of the parties to the lease or conditional sale agreement or other security agreement covering such airframe, or their assigneesassignee, (ii) Permitted Liens, and (B) Liens of the type permitted by subparagraph (iii) the rights of this paragraph other air carriers under normal interchange agreements which are customary in the airline industry and do not contemplate, permit or require the transfer of title to the airframe or engines installed thereon, and (b) and (y) any such lease, conditional sale or other security agreement effectively provides that such Engine shall not become subject to the lien of such lease, conditional sale or other security agreement, notwithstanding the installation thereof on such airframe, and the inclusion in such agreement of a provision similar to the last paragraph of this Section 3.03 shall satisfy such requirement; (vd) install an Engine on an airframe owned by the Owner (or any Lessee)Borrower, leased to the Owner (or any Lessee) Borrower or purchased by the Owner (or any Lessee) Borrower subject to a conditional sale or other security agreement under circumstances where neither subparagraph (iiiparagraph 3.03(c) nor subparagraph (iv) of this paragraph (b) above is applicableinapplicable, provided that such installation shall be deemed an Event of Loss with respect to such Engine and the Owner Borrower shall (or shall cause any Lessee to) comply with Section 7.06(b) 5.02 hereof in respect thereof, the Indenture Trustee Administrative Agent not intending hereby to waive any right or interest it may have to or in such Engine under applicable law until compliance by the Owner Borrower with such Section 7.06(b)5.02; (vie) to the extent permitted by Section 7.03(b) hereof, subject any appliances, Parts or other equipment owned by the Owner and removed from the Airframe or any Engine to any pooling arrangement referred to in Section 7.03(b) hereof; (vii) subject (or permit any Lessee to subject) the Airframe or any Engine to the Civil Reserve Air Fleet Program and transfer (or permit any Lessee to transfer) possession of the any Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program, CRAF so long as the Owner (or any Lessee) Borrower shall (A) promptly notify the Indenture Trustee upon subjecting the Airframe or any Engine to the Civil Reserve Air Fleet Program in any contract year and provide the Indenture Trustee with the name and address of the Contracting Office Representative for the Air Mobility Command of the United States Air Force to whom notice must be given pursuant to Section 4.02 hereof, and (B) promptly notify the Indenture Trustee Administrative Agent upon transferring possession of the such Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such programprogram and provide the Administrative Agent with the name and address of the Contracting Office Representative for the Military Aircraft Command of the United States Air Force to whom notice must be given in the event the Administrative Agent desires to give notice as provided in Section 12 of the Credit Agreement; (viii) enter into a Wet Lease for the Airframe and Engines or engines then installed thereon with any third party provided that if the Owner (or any Lessee) shall enter into any Wet Lease for a period of more than one year (including renewal options) the Owner shall provide the Indenture Trustee written notice of such Wet Lease (such notice to be given prior to entering into such Wet Lease, if practicable, but in any event promptly after entering into such Wet Lease); (ixf) transfer possession of the any Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to a contract, a copy which bears the full faith and credit of which shall be provided to the Indenture TrusteeUnited States of America; orand (xg) the Owner may, at any time, enter into any a lease with (1i) a any U.S. Air CarrierCarrier approved in writing by the Administrative Agent at the direction of the Lenders, which approval (2or direction) shall not be unreasonably withheld, and which is authorized by an applicable Governmental Authority to conduct commercial airline operations and to operate A319-111 aircraft, or (ii) any other Person approved in writing by the Indenture Trustee, which approval shall not be unreasonably withheld or (3) any Permitted Lessee if (A) in any such case, the Lessee under such lease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such lease is entered into, (B) in the event that the Lessee under such lease is a foreign air carrier (other than a foreign air carrier principally based in Taiwan), the United States maintains diplomatic relations with the country in which such proposed Lessee is principally based Administrative Agent at the time such lease is entered into (or, in the case of a lease to a proposed Lessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Closing Date) and (C) in the event that the Lessee under such lease is a foreign air carrier, the Indenture Trustee shall have received an opinion of counsel to the Owner to the effect that (I) the terms direction of the proposed lease will be legal, valid, binding and (subject to customary exceptions in foreign opinions generally) enforceable against the proposed Lessee in the country in which the proposed Lessee is principally based, (II) there exist no possessory rights in favor of the Lessee under such lease under the laws of such Lessee's country of domicile that would, upon bankruptcy or insolvency of or other default by the Owner and assuming at such time such Lessee is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with the terms of this Trust Indenture, (III) the laws of such Lessee's country of domicile require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of the Aircraft in the event of the requisition by such government of such use, and (IV) the laws of such Lessee's country of domicile would give recognition to the Owner's title to the Aircraft, to the registry of the Aircraft in the name of the Owner (or the proposed Lessee, as "lessee", as appropriate) and to the Lien of this Trust IndentureLenders. The rights of any Lessee or other transferee who receives possession by reason of a transfer permitted by this paragraph (b) Section 3.03 (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate toto (and, and in the case of any Lease permitted by this paragraph (b) lease, shall be expressly subject and subordinate to, ) all the terms of this Trust Indenture Mortgage; provided that in the case of the use of an Aircraft in CRAF the subject and subordinate requirements herein shall be subject to the Lien notice specified in Section 12 of this Trust Indenture, including, without limitationthe Credit Agreement and other requirements of the CRAF program. In the case of any lease, the covenants contained in Section 7.02(a) hereof and the Indenture Trustee's rights to foreclosure and repossession pursuant to Section 4.02 hereof and to avoid such Lease upon such repossession, and the Owner Borrower shall remain primarily liable hereunder for the performance of all of the terms of this Trust Indenture to the same extent as if such Lease or transfer had not occurredMortgage, and, except as otherwise provided herein, and the terms of any such Lease lease shall not permit any Lessee lessee to take any action not permitted to be taken by the Owner in this Trust Indenture Borrower hereunder with respect to the AircraftAircraft and may permit the Borrower to cure any default by the lessee and to terminate the lease upon such default. No pooling agreementAny Wet Lease or similar arrangement under which the Borrower maintains operational control of an Aircraft shall not constitute a delivery, lease transfer or other relinquishment of possession for purposes of the Airframe or any Engine or this Section 3.03 so long as such Wet Lease shall be for a term (including any renewals) not in any way discharge or diminish any excess of the Owner's obligations three months and is wet leased to the Indenture Trustee hereunder or constitute a waiver of the Indenture Trustee's rights or remedies hereunder. Any lease permitted under this Section 7.02(b) shall expressly prohibit any further sublease by the LesseeU.S. Air Carrier. The Indenture Trustee Administrative Agent agrees, for the benefit of the Owner (and any Lessee) Borrower, and for the benefit of any mortgagee or any other holder Lender of a security interest in any engine (other than an Engine) owned by the Owner (or any Lessee)Borrower, any lessor of any engine (other than an Engine) leased to the Owner (or any Lessee) Borrower and any conditional vendor of any engine (other than an Engine) purchased by the Owner (or any Lessee) Borrower subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engine so owned, leased or purchased and that neither the Indenture Trustee Administrative Agent nor its successors or assigns will acquire or claim, as against the Owner (or any Lessee) Borrower or any such mortgagee, lessor or conditional vendor or any other holder Lender of a security interest or any successor or assignee of any thereof, any right, title or interest in such engine as the result of such engine being installed on the an Airframe; provided, however, that such agreement of the Indenture Trustee Administrative Agent shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to the Owner (or any Lessee) Borrower or purchased by the Owner (or any Lessee) Borrower subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder Lender of a security interest in an airframe owned by the Owner (or any Lessee)Borrower, unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgagemortgage and may consist of a paragraph similar to this paragraph) that neither it nor its successors or assigns will acquire, as against the Indenture TrusteeAdministrative Agent, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. The Owner shall provide to the Indenture Trustee (i) written notice of any Lease hereunder (such notice to be given not later than five days prior to entering into such Lease, if practicable, but in any event promptly after entering into any such Lease) and (ii) a copy of each Lease which has a term of more than three months.

Possession and Leases. The Owner will notNeither the Borrower nor any Subsidiary Guarantor or any Trust will, without the prior written consent of the Indenture TrusteeCollateral Agent, lease or otherwise in any manner deliver, transfer or relinquish possession of the any Airframe or any Engine or install or permit any Engine to be installed on any airframe other than the Airframe or enter into any Wet LeaseEngine; provided that, so long as no Default the Loans have not been accelerated pursuant to Section 8 of the type referred to in Section 4.01(a) or 4.01(e) or Event of Default shall have occurred and be continuing Senior Credit Agreement, at the time of such lease, delivery, transfer or relinquishment of possession or installation or such Wet Leaseinstallation, and so long as the action to be taken shall not deprive the Indenture Trustee of the perfected first priority Lien of this Trust Indenture on the Airframe or (subject to the further proviso (B) to clause (i) of this Section 7.02(b)) any Engine, and so long as the Owner Borrower (or any Lessee) shall comply with the provisions of Sections 7.02(a) and 7.04 hereofthis Article II, the Owner (or, except with respect to clause (x) below, any Lessee) Borrower or a Subsidiary Guarantor or Trust may, without the prior written consent of the Indenture TrusteeCollateral Agent: (i) subject the Airframe and the Engines or engines then installed thereon to normal interchange agreements or any Engine to normal pooling or similar arrangements, in each case customary in the airline industry and entered into by the Owner (or, if a Lease is then in effect, by Lessee) in the ordinary course of its business; provided that (A) no such agreement or arrangement contemplates or requires the transfer of title to the Airframe, (B) if the Owner's title to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Owner shall (or shall cause Lessee to) comply with Section 7.06(b) hereof in respect thereof, and (C) any interchange agreement to which the Airframe may be subject shall be with a U.S. Air Carrier or a Foreign Air Carrier; (iia) deliver possession of the any Airframe or any Engine to the manufacturer thereof (or for delivery thereto) or to any organization (or for delivery thereto) for testing, service, repair, maintenance or overhaul work on the such Airframe or Engine or any part of any thereof or for alterations or modifications in or additions to such Airframe or Engine to the extent required or permitted by the terms of Section 7.03(c) 2.05 or 2.06 hereof; (iiib) install an Engine on an airframe which is owned by the Owner Borrower or a Subsidiary Guarantor or a Trust (or any Lessee) ), in each case, free and clear of all Liens, except: : (Ai) Permitted Liens and those which apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety), , (Bii) the rights of third parties under interchange agreements which would be permitted under clause (i) above, provided that the Owner's Borrower’s or Subsidiary Guarantor’s or Trust’s title to such Engine and the first priority Lien of this Trust Indenture Security Agreement shall not be divested or impaired as a result thereof and thereof; and (Ciii) mortgage liens or other security interests, provided that (as regards this clause (Ciii)) such mortgage liens or other security interests effectively provide that such Engine shall not become subject to the lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe; (iv) install an Engine on an airframe leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement, provided that (x) such airframe is free and clear of all Liens, except: (Ac) the rights of the parties to the lease or conditional sale or other security agreement covering such airframe, or their assignees, and (B) Liens of the type permitted by subparagraph (iii) of this paragraph (b) and (y) such lease, conditional sale or other security agreement effectively provides that such Engine shall not become subject to the lien of such lease, conditional sale or other security agreement, notwithstanding the installation thereof on such airframe; (v) install an Engine on an airframe owned by the Owner (or any Lessee), leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement under circumstances where neither subparagraph (iii) nor subparagraph (iv) of this paragraph (b) is applicable, provided that such installation shall be deemed an Event of Loss with respect to such Engine and the Owner shall (or shall cause any Lessee to) comply with Section 7.06(b) hereof in respect thereof, the Indenture Trustee not intending hereby to waive any right or interest it may have to or in such Engine under applicable law until compliance by the Owner with such Section 7.06(b); (vi) to the extent permitted by Section 7.03(b) hereof, subject any appliances, Parts or other equipment owned by the Owner and removed from the Airframe or any Engine to any pooling arrangement referred to in Section 7.03(b) hereof; (vii) subject (or permit any Lessee to subject) the Airframe or any Engine to the Civil Reserve Air Fleet Program and transfer (or permit any Lessee to transfer) possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program, so long as the Owner (or any Lessee) shall (A) promptly notify the Indenture Trustee upon subjecting the Airframe or any Engine to the Civil Reserve Air Fleet Program in any contract year and provide the Indenture Trustee with the name and address of the Contracting Office Representative for the Air Mobility Command of the United States Air Force to whom notice must be given pursuant to Section 4.02 hereof, and (B) promptly notify the Indenture Trustee upon transferring possession of the Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such program; (viii) enter into a Wet Lease for the Airframe and Engines or engines then installed thereon with any third party provided that if the Owner (or any Lessee) shall enter into any Wet Lease for a period of more than one year (including renewal options) the Owner shall provide the Indenture Trustee written notice of such Wet Lease (such notice to be given prior to entering into such Wet Lease, if practicable, but in any event promptly after entering into such Wet Lease); (ix) transfer possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to a contract, a copy of which shall be provided to the Indenture Trustee; or (x) the Owner Borrower may, at any time, enter into any lease (a “Lease”) of any Aircraft or Engine, with (1) a U.S. Air Carrier, (2) any Person approved (a “Lessee”), provided that: (i) such Lessee is not organized or based in writing by a Prohibited Country; (ii) the Indenture Trusteeterms of the Lease would not cause a violation with the terms of this Security Agreement (provided, which approval shall not be unreasonably withheld or that (3) any Permitted Lessee if (Ax) in any such casethe case of a Lease of an Engine, the Lessee under such lease is not subject may be permitted to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on sublease the date such lease is entered into, Engine and (By) in the event that case of the Lease of an Aircraft, the Lessee under such lease is a foreign air carrier (will not be permitted to sublease an Aircraft other than to a foreign air carrier principally based Subsidiary of the Lessee, provided, that, in Taiwaneither such cases, any such sublease is expressly subject and subordinate to the Lease), including without limitation, the United States maintains diplomatic relations inspection rights set forth in Section 2.08; (iii) with respect to any Lease of an Aircraft or Engine having a stated term (including all stated renewals) in excess of 16 months, the Borrower shall have provided an opinion of counsel reasonably acceptable to the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent (it being understood and agreed that opinions that are customarily obtained with respect to such matters by major international lessors with lessees in such jurisdiction shall be acceptable to the Collateral Agent), addressed to the Collateral Agent, with respect to the due execution, delivery and enforceability of such Lease under the laws of the country in which of the Lessee’s organization, subject to customary qualifications and assumptions and, if such proposed Lessee registration or recordation is principally based at stated by such counsel to be necessary or advisable to enforce the time Assignment of the Lease, the registration or recordation of the Assignment of Lease; (iv) a copy of such lease is entered into Lease has been delivered to the Collateral Agent; (orv) such Lease has been assigned to the Collateral Agent pursuant to an Assignment of Lease and, in the case of a lease to a proposed Lessee principally based in TaiwanAssignment of Lease of an Engine, maintains diplomatic relations at least as good as those in effect on such Assignment of Lease has been recorded with the Closing Date) and (C) FAA and, in the event that case of an Assignment of Lease for an Aircraft (other than Aircraft which is an Exempted Property), (A) such Assignment of Lease has been registered or recorded as stated to be necessary or advisable by the Lessee under such lease is a foreign air carrier, the Indenture Trustee shall have received an opinion of counsel referred to the Owner to the effect that in clause (Iiii) the terms of the proposed lease will be legal, valid, binding above and (subject B) a Lessee Consent to customary exceptions in foreign opinions generallyAssignment has been obtained; and (vi) enforceable against with respect to a Lease of an Aircraft (other than Aircraft which is an Exempted Property), if the proposed Lessee in State of Registration of such Aircraft has adopted the country in which Cape Town Convention and the proposed Lessee is principally basedorganized in a jurisdiction that has adopted the Cape Town Convention, such Lease has been has been duly registered as an “international interest” on the International Registry with no prior “international interests” and the Assignment of Lease has been duly registered as an assignment of such “international interest” and with respect to a Lease of an Engine (II) there exist no possessory rights in favor of other than an Engine which is an Exempted Property), if the Lessee under is organized in a jurisdiction that has adopted the Cape Town Convention, such lease under Lease has been has been duly registered as an “international interest” on the laws International Registry with no prior “international interests” and the Assignment of Lease has been duly registered as an assignment of such Lessee's country of domicile that would, upon bankruptcy or insolvency of or other default by the Owner and assuming at such time such Lessee is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with the terms of this Trust Indenture, (III) the laws of such Lessee's country of domicile require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of the Aircraft in the event of the requisition by such government of such use, and (IV) the laws of such Lessee's country of domicile would give recognition to the Owner's title to the Aircraft, to the registry of the Aircraft in the name of the Owner (or the proposed Lessee, as "lessee", as appropriate) and to the Lien of this Trust Indenture“international interest”. The rights of any Lessee or other transferee who receives possession by reason of a transfer permitted by this paragraph (b) (other than the transfer of an Engine which is deemed an Event of Loss) Section 2.04 shall be effectively subject and subordinate to, and any Lease permitted by this paragraph (b) Section 2.04 shall be expressly subject and subordinate to, all the terms of this Trust Indenture Security Agreement and to the Lien of this Trust IndentureSecurity Agreement, including, without limitation, the covenants contained in Section 7.02(a) hereof and the Indenture Trustee's Collateral Agent’s rights to foreclosure and repossession pursuant to Section 4.02 Article III hereof and to avoid such Lease upon such repossession, and the Owner Borrower shall remain primarily liable hereunder for the performance of all of the terms of this Trust Indenture Security Agreement to the same extent as if such Lease or transfer had not occurred, and, except as otherwise provided herein, the terms of any such Lease shall not permit any Lessee to take any action not permitted to be taken by the Owner in this Trust Indenture with respect to the Aircraft. No pooling agreement, lease or other relinquishment of possession of the any Airframe or any Engine or Wet Lease shall in any way discharge or diminish any of the Owner's Borrower’s obligations to the Indenture Trustee Collateral Agent hereunder or constitute a waiver of the Indenture Trustee's Collateral Agent’s rights or remedies hereunder. Any lease permitted under this Section 7.02(b) shall expressly prohibit any further sublease by the Lessee. The Indenture Trustee Collateral Agent agrees, for the benefit of the Owner Borrower (and any Lessee) and for the benefit of any mortgagee or other holder of a security interest in any engine (other than an Engine) owned by the Owner Borrower (or any Lessee), any lessor of any engine (other than an Engine) leased to the Owner Borrower (or any Lessee) and any conditional vendor of any engine (other than an Engine) purchased by the Owner Borrower (or any Lessee) subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engine so owned, leased or purchased and that neither the Indenture Trustee Collateral Agent nor its successors or assigns will acquire or claim, as against the Owner Borrower (or any Lessee) or any such mortgagee, lessor or conditional vendor or other holder of a security interest or any successor or assignee of any thereof, any right, title or interest in such engine as the result of such engine being installed on the any Airframe; provided, however, that such agreement of the Indenture Trustee Collateral Agent shall not be for the benefit of any lessor or secured party of any airframe (other than the an Airframe) leased to the Owner Borrower (or any Lessee) or purchased by the Owner Borrower (or any Lessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by the Owner Borrower (or any Lessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against the Indenture TrusteeCollateral Agent, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. The Owner shall provide to the Indenture Trustee (i) written notice of any Lease hereunder (such notice to be given not later than five days prior to entering into such Lease, if practicable, but in any event promptly after entering into any such Lease) and (ii) a copy of each Lease which has a term of more than three months.

Possession and Leases. The Owner Borrower will not, without the prior written consent of the Indenture TrusteeAdministrative Agent at the --------------------- direction of the Lender, which consent (and direction) will not be unreasonably withheld or delayed, lease or otherwise in any manner deliver, transfer or relinquish possession of the any Airframe or any Engine or install or permit any Engine to be installed on any airframe other than the Airframe or enter into any Wet Leasean Airframe; provided that, that so long as no Default of the type referred to in Section 4.01(a) or 4.01(e) or Event of Default shall have occurred and be continuing at the time of such lease, delivery, transfer or relinquishment of possession or installation or such Wet Lease, and so long as the action Borrower shall continue to be taken shall not deprive the Indenture Trustee of the perfected first priority Lien of this Trust Indenture on the Airframe or (subject to the further proviso (B) to clause (i) of this Section 7.02(b)) any Engine, and so long as the Owner (or any Lessee) shall comply with the provisions of Sections 7.02(a) Section 3.01 and 7.04 hereofArticle VI, the Owner (or, except with respect to clause (x) below, any Lessee) Borrower may, without the prior written consent of the Indenture TrusteeAdministrative Agent: (ia) subject the Airframe and the Engines or engines then installed thereon to normal interchange agreements or any Engine to normal pooling or similar arrangements, in each case arrangements customary in the airline industry and entered into by the Owner (or, if a Lease is then in effect, by Lessee) Borrower in the ordinary course of its businessbusiness with a U.S. Air Carrier or any other air carrier approved in writing by the Administrative Agent at the direction of the Lender (which approval will not be unreasonably withheld or delayed); provided that (Ai) no such agreement or arrangement contemplates or requires the transfer of title to the Airframe, any Engine and (Bii) if the OwnerBorrower's title to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Owner Borrower shall (or shall cause Lessee to) comply with Section 7.06(b) 5.02 hereof in respect thereof, and (C) any interchange agreement to which the Airframe may be subject shall be with a U.S. Air Carrier or a Foreign Air Carrier; (iib) deliver possession of the any Airframe or any Engine to the manufacturer thereof (Manufacturer or for delivery thereto) the Engine Manufacturer, or to any organization (or for delivery thereto) Person for testing, service, repair, maintenance or overhaul work on the any Airframe or any Engine or any part of any thereof or for alterations or modifications in or additions to such Airframe the Airframe(s) or Engine to the extent required or permitted by the terms of Section 7.03(c) hereofEngine(s); (iiic) install an Engine on an airframe which is owned by the Owner (or any Lessee) free and clear of all LiensBorrower, except: (A) Permitted Liens and those which apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety), (B) the rights of third parties under interchange agreements which would be permitted under clause (i) above, provided that the Owner's title to such Engine and the first priority Lien of this Trust Indenture shall not be divested or impaired as a result thereof and (C) mortgage liens or other security interests, provided that (as regards this clause (C)) such mortgage liens or other security interests effectively provide that such Engine shall not become subject to the lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe; (iv) install an Engine on an airframe leased to the Owner (Borrower, or any Lessee) owned or purchased by the Owner (or any Lessee) Borrower subject to a conditional sale or other security agreement, provided that (xa) such airframe is free and clear of all Liens, except: except (Ai) in the case of airframes leased to the Borrower or owned or purchased by the Borrower subject to a conditional sale or other security agreement, the rights of the parties to the lease or conditional sale agreement or other security agreement covering such airframe, or their assigneesassignee, (ii) Permitted Liens, and (B) Liens of the type permitted by subparagraph (iii) the rights of this paragraph other air carriers under normal interchange agreements which are customary in the airline industry and do not contemplate, permit or require the transfer of title to the airframe or engines installed thereon, and (b) and (y) any such lease, conditional sale or other security agreement effectively provides that such Engine shall not become subject to the lien of such lease, conditional sale or other security agreement, notwithstanding the installation thereof on such airframe, and the inclusion in such agreement of a provision similar to the last paragraph of this Section 3.03 shall satisfy such requirement; (vd) install an Engine on an airframe owned by the Owner (or any Lessee)Borrower, leased to the Owner (or any Lessee) Borrower or purchased by the Owner (or any Lessee) Borrower subject to a conditional sale or other security agreement under circumstances where neither subparagraph (iiiparagraph 3.03(c) nor subparagraph (iv) of this paragraph (b) above is applicableinapplicable, provided that such installation shall be deemed an Event of Loss with respect to such Engine and the Owner Borrower shall (or shall cause any Lessee to) comply with Section 7.06(b) 5.02 hereof in respect thereof, the Indenture Trustee Administrative Agent not intending hereby to waive any right or interest it may have to or in such Engine under applicable law until compliance by the Owner Borrower with such Section 7.06(b)5.02; (vie) to the extent permitted by Section 7.03(b) hereof, subject any appliances, Parts or other equipment owned by the Owner and removed from the Airframe or any Engine to any pooling arrangement referred to in Section 7.03(b) hereof; (vii) subject (or permit any Lessee to subject) the Airframe or any Engine to the Civil Reserve Air Fleet Program and transfer (or permit any Lessee to transfer) possession of the any Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program, CRAF so long as the Owner (or any Lessee) Borrower shall (A) promptly notify the Indenture Trustee upon subjecting the Airframe or any Engine to the Civil Reserve Air Fleet Program in any contract year and provide the Indenture Trustee with the name and address of the Contracting Office Representative for the Air Mobility Command of the United States Air Force to whom notice must be given pursuant to Section 4.02 hereof, and (B) promptly notify the Indenture Trustee Administrative Agent upon transferring possession of the such Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such programprogram and provide the Administrative Agent with the name and address of the Contracting Office Representative for the Military Aircraft Command of the United States Air Force to whom notice must be given in the event the Administrative Agent desires to give notice as provided in Section 12 of the Credit Agreement; (viii) enter into a Wet Lease for the Airframe and Engines or engines then installed thereon with any third party provided that if the Owner (or any Lessee) shall enter into any Wet Lease for a period of more than one year (including renewal options) the Owner shall provide the Indenture Trustee written notice of such Wet Lease (such notice to be given prior to entering into such Wet Lease, if practicable, but in any event promptly after entering into such Wet Lease); (ixf) transfer possession of the any Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to a contract, a copy which bears the full faith and credit of which shall be provided to the Indenture TrusteeUnited States of America; orand (xg) the Owner may, at any time, enter into any a lease with (1i) a any U.S. Air CarrierCarrier approved in writing by the Administrative Agent at the direction of the Lender, which approval (2or direction) shall not be unreasonably withheld, and which is authorized by an applicable Governmental Authority to conduct commercial airline operations and to operate A319-100 aircraft, or (ii) any other Person approved in writing by the Indenture Trustee, which approval shall not be unreasonably withheld or (3) any Permitted Lessee if (A) in any such case, the Lessee under such lease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such lease is entered into, (B) in the event that the Lessee under such lease is a foreign air carrier (other than a foreign air carrier principally based in Taiwan), the United States maintains diplomatic relations with the country in which such proposed Lessee is principally based Administrative Agent at the time such lease is entered into (or, in the case direction of a lease to a proposed Lessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Closing Date) and (C) in the event that the Lessee under such lease is a foreign air carrier, the Indenture Trustee shall have received an opinion of counsel to the Owner to the effect that (I) the terms of the proposed lease will be legal, valid, binding and (subject to customary exceptions in foreign opinions generally) enforceable against the proposed Lessee in the country in which the proposed Lessee is principally based, (II) there exist no possessory rights in favor of the Lessee under such lease under the laws of such Lessee's country of domicile that would, upon bankruptcy or insolvency of or other default by the Owner and assuming at such time such Lessee is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with the terms of this Trust Indenture, (III) the laws of such Lessee's country of domicile require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of the Aircraft in the event of the requisition by such government of such use, and (IV) the laws of such Lessee's country of domicile would give recognition to the Owner's title to the Aircraft, to the registry of the Aircraft in the name of the Owner (or the proposed Lessee, as "lessee", as appropriate) and to the Lien of this Trust IndentureLender. The rights of any Lessee or other transferee who receives possession by reason of a transfer permitted by this paragraph (b) Section 3.03 (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate toto (and, and in the case of any Lease permitted by this paragraph (b) lease, shall be expressly subject and subordinate to, ) all the terms of this Trust Indenture Mortgage; provided that in the case of the use of an Aircraft in CRAF the subject and subordinate requirements herein shall be subject to the Lien notice specified in Section 12 of this Trust Indenture, including, without limitationthe Credit Agreement and other requirements of the CRAF program. In the case of any lease, the covenants contained in Section 7.02(a) hereof and the Indenture Trustee's rights to foreclosure and repossession pursuant to Section 4.02 hereof and to avoid such Lease upon such repossession, and the Owner Borrower shall remain primarily liable hereunder for the performance of all of the terms of this Trust Indenture to the same extent as if such Lease or transfer had not occurredMortgage, and, except as otherwise provided herein, and the terms of any such Lease lease shall not permit any Lessee lessee to take any action not permitted to be taken by the Owner in this Trust Indenture Borrower hereunder with respect to the Aircraft. No pooling agreement, lease or other relinquishment of possession of Aircraft and may permit the Airframe or Borrower to cure any Engine or Wet Lease shall in any way discharge or diminish any of the Owner's obligations to the Indenture Trustee hereunder or constitute a waiver of the Indenture Trustee's rights or remedies hereunder. Any lease permitted under this Section 7.02(b) shall expressly prohibit any further sublease default by the Lessee. The Indenture Trustee agrees, for lessee and to terminate the benefit of the Owner (and any Lessee) and for the benefit of any mortgagee or other holder of a security interest in any engine (other than an Engine) owned by the Owner (or any Lessee), any lessor of any engine (other than an Engine) leased to the Owner (or any Lessee) and any conditional vendor of any engine (other than an Engine) purchased by the Owner (or any Lessee) subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engine so owned, leased or purchased and that neither the Indenture Trustee nor its successors or assigns will acquire or claim, as against the Owner (or any Lessee) or any lease upon such mortgagee, lessor or conditional vendor or other holder of a security interest or any successor or assignee of any thereof, any right, title or interest in such engine as the result of such engine being installed on the Airframe; provided, however, that such agreement of the Indenture Trustee shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by the Owner (or any Lessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against the Indenture Trustee, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. The Owner shall provide to the Indenture Trustee (i) written notice of any Lease hereunder (such notice to be given not later than five days prior to entering into such Lease, if practicable, but in any event promptly after entering into any such Lease) and (ii) a copy of each Lease which has a term of more than three monthsdefault.

Possession and Leases. The Owner Mortgagor will not, without the prior written consent of the Indenture TrusteeMortgagee, lease or otherwise in any manner deliver, transfer or relinquish possession of the Airframe or any Engine or install or permit any Engine to be installed on any airframe other than the Airframe or enter into any Wet LeaseAirframe; provided that, that so long as no Default of the type referred to in Section 4.01(a) or 4.01(e) or Event of Default shall have occurred and be continuing at the time of such leaseLease, delivery, transfer or relinquishment of possession or installation or such Wet Lease, and so long as the action Mortgagor and/or any Lessee shall continue to be taken shall not deprive the Indenture Trustee of the perfected first priority Lien of this Trust Indenture on the Airframe or (subject to the further proviso (B) to clause (i) of this Section 7.02(b)) any Engine, and so long as the Owner (or any Lessee) shall comply with the provisions of Sections 7.02(a) Section 3.3 and 7.04 hereofSection 3.4, the Owner (or, except with respect to clause (x) below, any Lessee) Mortgagor may, without the prior written consent of the Indenture TrusteeMortgagee: (ia) subject the Airframe and the Engines Engine(s) or engines then installed thereon to normal interchange agreements or any Engine to normal pooling or similar arrangements, in each case customary in the airline industry and entered into by the Owner Mortgagor (or, if a Lease is then in effect, by or any Lessee) in the ordinary course of its businessbusiness with a U.S. Air Carrier or any other air carrier approved in writing by the Mortgagee (which approval will not be unreasonably withheld or delayed); provided that (Ai) no such agreement or arrangement contemplates or requires the transfer of title to the Airframe, any Engine and (Bii) if the OwnerMortgagor's title to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Owner Mortgagor shall (or shall cause any Lessee to) comply with Section 7.06(b3.4 (c) hereof in respect thereof, and (C) any interchange agreement to which the Airframe may be subject shall be with a U.S. Air Carrier or a Foreign Air Carrier; (iib) deliver possession of the Airframe or any Engine to the Airframe manufacturer thereof (or for delivery thereto) the Engine manufacturer, or to any organization (or for delivery thereto) Person for testing, service, repair, maintenance or overhaul work on the Airframe or any Engine or any part of any thereof or for alterations or modifications in or additions to such the Airframe or Engine Engine(s) to the extent required or permitted otherwise not prohibited by the terms hereof or of Section 7.03(c) hereofthe Credit Agreement; (iiic) install an Engine on an airframe which is owned by the Owner Mortgagor (or any Lessee) free and clear of all Liens, except: (A) Permitted Liens and those which apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety), (B) the rights of third parties under interchange agreements which would be permitted under clause (i) above, provided that the Owner's title to such Engine and the first priority Lien of this Trust Indenture shall not be divested or impaired as a result thereof and (C) mortgage liens or other security interests, provided that (as regards this clause (C)) such mortgage liens or other security interests effectively provide that such Engine shall not become subject to the lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe; (iv) install an Engine on an airframe leased to the Owner Mortgagor (or any Lessee) ), or owned or purchased by the Owner Mortgagor (or any Lessee) subject to a conditional sale or other security agreement, provided that (xa) such airframe is free and clear of all Liens, except: except (Ai) in the case of airframes leased to the Mortgagor (or any Lessee) or owned or purchased by the Mortgagor (or any Lessee) subject to a conditional sale or other security agreement, the rights of the parties to the lease Lease or conditional sale agreement or other security agreement covering such airframe, or their assigneesassignee, (ii) Permitted Liens, and (B) Liens of the type permitted by subparagraph (iii) the rights of this paragraph other air carriers under normal interchange agreements which are customary in the airline industry and do not contemplate, permit or require the transfer of title to the airframe or engines installed thereon, and (b) and (y) any such lease, conditional sale or other security agreement effectively provides that such Engine shall not become subject to the lien of such lease, conditional sale or other security agreement, notwithstanding the installation thereof on such airframe, and the inclusion in such agreement of a provision similar to the last paragraph of this Section 3.4 (c) shall satisfy such requirement; (vd) install an Engine on an airframe owned by the Owner Mortgagor (or any Lessee), leased to the Owner Mortgagor (or any Lessee) or purchased by the Owner Mortgagor (or any Lessee) subject to a conditional sale or other security agreement under circumstances where neither subparagraph paragraph 3.10 (iiic) nor subparagraph (iv) of this paragraph (b) above is applicableinapplicable, provided that such installation shall be deemed an Event of Loss with respect to such Engine and the Owner Mortgagor shall (or shall cause any Lessee to) comply with Section 7.06(b3.4 (c) hereof in respect thereof, the Indenture Trustee Mortgagee not intending hereby to waive any right or interest it may have to or in such Engine under applicable law until compliance by the Owner Mortgagor with such Section 7.06(b3.4 (c); (vie) to the extent permitted by Section 7.03(b) hereof, subject any appliances, Parts or other equipment owned by the Owner and removed from the Airframe or any Engine to any pooling arrangement referred to in Section 7.03(b) hereof; (vii) subject (or permit any Lessee to subject) the Airframe or any Engine to the Civil Reserve Air Fleet Program and transfer (or permit any Lessee to transfer) possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program, CRAF so long as the Owner Mortgagor (or any such Lessee) shall (A) promptly notify the Indenture Trustee upon subjecting the Airframe or any Engine to the Civil Reserve Air Fleet Program in any contract year and provide the Indenture Trustee with the name and address of the Contracting Office Representative for the Air Mobility Command of the United States Air Force to whom notice must be given pursuant to Section 4.02 hereof, and (B) promptly notify the Indenture Trustee Mortgagee upon transferring possession of the Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such programprogram and provide the Mortgagee with the name and address of the Contracting Office Representative for the Military Aircraft Command of the United States Air Force to whom notice must be given in the event the Mortgagee desires to give notice as provided in Section 4.2 hereof; (viiif) provided that no Event of Default has occurred and is continuing, enter into a Wet Lease for lease with: (a) any certificated U.S. Air Carrier not then subject to bankruptcy, reorganization or insolvency proceedings; (b) any other non-U.S. air carrier if at the Airframe and Engines or engines then installed thereon with any third party provided that if the Owner (or any Lessee) shall enter into any Wet Lease for a period of more than one year (including renewal options) the Owner shall provide the Indenture Trustee written notice time of such Wet Lease (such notice to be given prior to entering into such Wet Lease, if practicable, but in any event promptly after entering into such Wet Lease); (ix) transfer possession of the Airframe or any Engine to lease the United States of America or any instrumentality or agency thereof pursuant to a contract, a copy of which shall be provided to the Indenture Trustee; or (x) the Owner may, at any time, enter into any lease with (1) a U.S. Air Carrier, (2) any Person approved in writing by the Indenture Trustee, which approval shall not be unreasonably withheld or (3) any Permitted Lessee if (A) in any such case, the Lessee under such lease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such lease is entered into, (B) in the event that the Lessee under such lease is a foreign air carrier (other than a foreign air carrier principally based in Taiwan), the United States maintains normal diplomatic relations with the country in which such proposed Lessee air carrier is principally based at and the time such lease is entered into (or, in the case of a lease to a proposed Lessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Closing Date) and (C) in the event that the Lessee under such lease is a foreign air carrier, the Indenture Trustee Mortgagee shall have received (A) evidence that: (1) all necessary governmental approvals required for the leased equipment, the Airframe or any Engine, as the case may be, to be imported and, if requested by the Mortgagee (and such request is reasonable in light of the circumstances) and if and to the extent obtainable with reasonable effort and if it is otherwise customary to obtain the same in such jurisdiction, exported from the applicable country of domicile upon repossession of such leased equipment by the Mortgagee (and the Mortgagor as lessor) shall have been obtained prior to commencement of any such lease; and (2) the insurance requirements of Section 3.5 are satisfied and that War Risk Insurance shall be carried and maintained of such scope and coverage, and subject to such exclusions and exceptions, as is standard for air carriers flying similar equipment on routes comparable to those flown by the Aircraft and (B) an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Owner Mortgagee) that: (1) it is not necessary for the Mortgagee to register or qualify to do business in such jurisdiction solely as a result of the proposed lease, unless the only result of such registration or qualification is a Tax or cost that the Mortgagor is indemnifying such party against; (2) that the Mortgagee's Lien on the leased equipment will be recognized; (3) the laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction payable in a currency freely convertible into Dollars for the loss of the title to the effect leased equipment in the event of the requisition by such government of title (unless the Mortgagor shall provide insurance covering the risk of requisition of title to the leased equipment by the government of such jurisdiction so long as the leased equipment is subject to such lease); (4) the required agreement of such non-U.S. air carrier that (I) its rights under the Lease are subject and subordinate to all of the terms of the proposed lease will be legal, valid, binding and this Security Agreement is enforceable against such non-U.S. air carrier under applicable law (subject only to customary exceptions in foreign opinions generally) enforceable against the proposed Lessee in the country in which the proposed Lessee is principally based, to enforceability); (II5) there exist no possessory rights in favor of the such Lessee under such lease under the laws of such Lessee's country of domicile that jurisdiction which would, upon bankruptcy or insolvency of the Mortgagor or other default by the Owner Mortgagor or Lessee and assuming that at such time such Lessee is not insolvent or bankrupt, prevent the return or repossession of the Aircraft to the Mortgagor or the Mortgagee in accordance with and when permitted by the terms of this Trust Indenture, Section 4.2 hereof upon the exercise by the Mortgagee of remedies under Section 4.2 hereof; and (III6) the laws terms (including, without limitation, the governing-law and jurisdictional-submission provisions hereof) of this Security Agreement are legal, valid, binding and enforceable in such Lessee's country of domicile require fair compensation jurisdiction against third parties to substantially the same extent as in the United States; or (c) any Person approved in writing by the government Mortgagee, which approval shall not be unreasonably withheld. The currency of payments under such jurisdiction payable in currency Lease must be freely convertible into Dollars for the loss of use of the Aircraft in the event of the requisition by such government of such use, and (IV) the laws of such Lessee's country of domicile would give recognition to the Owner's title to the Aircraft, to the registry of the Aircraft in the name of the Owner (or the proposed Lessee, as "lessee", as appropriate) and to the Lien of this Trust IndentureDollars. The rights of any Lessee or other transferee who receives possession by reason of a transfer permitted by this paragraph (b) Section 3.10 (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any Lease permitted by this paragraph (b) Section 3.10, shall be expressly provide that it is subject and subordinate to, all the terms of this Trust Indenture Security Agreement; provided that in the case of the use of the Aircraft in CRAF the subject and subordinate requirements herein shall be subject to the Lien notice specified in Section 4.2 and other requirements of this Trust Indenture, including, without limitationthe CRAF program. In the case of any Lease, the covenants contained in Section 7.02(a) hereof and the Indenture Trustee's rights to foreclosure and repossession pursuant to Section 4.02 hereof and to avoid such Lease upon such repossession, and the Owner Mortgagor shall remain primarily liable hereunder for the performance of all of the terms of this Trust Indenture to the same extent as if such Lease or transfer had not occurredSecurity Agreement, and, except as otherwise provided herein, and the terms of any such Lease shall not permit any Lessee to take any action not permitted to be taken by the Owner in this Trust Indenture Mortgagor hereunder with respect to the Aircraft. No pooling agreement, lease or other relinquishment of possession of Aircraft and may permit the Airframe or Mortgagor to cure any Engine or Wet default by Lessee and to terminate the Lease shall in any way discharge or diminish any of the Owner's obligations to the Indenture Trustee hereunder or constitute a waiver of the Indenture Trustee's rights or remedies hereunder. Any lease permitted under this Section 7.02(b) shall expressly prohibit any further sublease by the Lessee. The Indenture Trustee agrees, for the benefit of the Owner (and any Lessee) and for the benefit of any mortgagee or other holder of a security interest in any engine (other than an Engine) owned by the Owner (or any Lessee), any lessor of any engine (other than an Engine) leased to the Owner (or any Lessee) and any conditional vendor of any engine (other than an Engine) purchased by the Owner (or any Lessee) subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engine so owned, leased or purchased and that neither the Indenture Trustee nor its successors or assigns will acquire or claim, as against the Owner (or any Lessee) or any upon such mortgagee, lessor or conditional vendor or other holder of a security interest or any successor or assignee of any thereof, any right, title or interest in such engine as the result of such engine being installed on the Airframedefault; provided, however, that the Mortgagor may procure such agreement performance from any Lessee pursuant to the relevant Lease, and the Mortgagee hereby agrees to accept such performance by such Lessee in satisfaction of the Indenture Trustee shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased Mortgagor's obligations hereunder; and provided further that all rights accruing hereunder to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject Mortgagor shall likewise accrue to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by the Owner (or any Lessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against the Indenture Trustee, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. The Owner shall provide Lessee to the Indenture Trustee extent Mortgagor so permits. Subject to the Mortgagor's obligations in paragraph (ig) written notice of any Lease hereunder (such notice to be given not later than five days prior to entering into such Leaseabove, if practicable, but in any event the Mortgagor shall promptly notify the Mortgagee after entering into any such Lease) and (ii) a copy of each Lease which has a term of more than three months.

Possession and Leases. The Owner will not, without the prior written consent of the Indenture Trustee, lease or otherwise in any manner deliver, transfer or relinquish possession of the Airframe or any Engine or install or permit any Engine to be installed on any airframe other than the Airframe or enter into any Wet Lease; provided PROVIDED that, so long as no Default of the type referred to in Section 4.01(a) or 4.01(e) or Event of Default shall have occurred and be continuing at the time of such lease, delivery, transfer or relinquishment of possession or installation or such Wet Lease, and so long as the action to be taken shall not deprive the Indenture Trustee of the perfected first priority Lien of this Trust Indenture on the Airframe or (subject to the further proviso (B) to clause (i) of this Section 7.02(b)) any Engine, and so long as the Owner (or any Lessee) shall comply with the provisions of Sections 7.02(a) and 7.04 hereof, the Owner (or, except with respect to clause (x) below, any Lessee) may, without the prior written consent of the Indenture Trustee: (i) subject the Airframe and the Engines or engines then installed thereon to normal interchange agreements or any Engine to normal pooling or similar arrangements, in each case customary in the airline industry and entered into by the Owner (or, if a Lease is then in effect, by Lessee) in the ordinary course of its business; provided PROVIDED that (A) no such agreement or arrangement contemplates or requires the transfer of title to the Airframe, (B) if the Owner's title to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Owner shall (or shall cause Lessee to) comply with Section 7.06(b) hereof in respect thereof, and (C) any interchange agreement to which the Airframe may be subject shall be with a U.S. Air Carrier or a Foreign Air Carrier; (ii) deliver possession of the Airframe or any Engine to the manufacturer thereof (or for delivery thereto) or to any organization (or for delivery thereto) for testing, service, repair, maintenance or overhaul work on the Airframe or Engine or any part of any thereof or for alterations or modifications in or additions to such Airframe or Engine to the extent required or permitted by the terms of Section 7.03(c) hereof; (iii) install an Engine on an airframe which is owned by the Owner (or any Lessee) free and clear of all Liens, except: (A) Permitted Liens and those which apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety), (B) the rights of third parties under interchange agreements which would be permitted under clause (i) above, provided PROVIDED that the Owner's title to such Engine and the first priority Lien of this Trust Indenture shall not be divested or impaired as a result thereof and (C) mortgage liens or other security interests, provided PROVIDED that (as regards this clause (C)) such mortgage liens or other security interests effectively provide that such Engine shall not become subject to the lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe; (iv) install an Engine on an airframe leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement, provided PROVIDED that (x) such airframe is free and clear of all Liens, except: (A) the rights of the parties to the lease or conditional sale or other security agreement covering such airframe, or their assignees, and (B) Liens of the type permitted by subparagraph (iii) of this paragraph (b) and (y) such lease, conditional sale or other security agreement effectively provides that such Engine shall not become subject to the lien of such lease, conditional sale or other security agreement, notwithstanding the installation thereof on such airframe; (v) install an Engine on an airframe owned by the Owner (or any Lessee), leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement under circumstances where neither subparagraph (iii) nor subparagraph (iv) of this paragraph (b) is applicable, provided PROVIDED that such installation shall be deemed an Event of Loss with respect to such Engine and the Owner shall (or shall cause any Lessee to) comply with Section 7.06(b) hereof in respect thereof, the Indenture Trustee not intending hereby to waive any right or interest it may have to or in -37- such Engine under applicable law until compliance by the Owner with such Section 7.06(b); (vi) to the extent permitted by Section 7.03(b) hereof, subject any appliances, Parts or other equipment owned by the Owner and removed from the Airframe or any Engine to any pooling arrangement referred to in Section 7.03(b) hereof; (vii) subject (or permit any Lessee to subject) the Airframe or any Engine to the Civil Reserve Air Fleet Program and transfer (or permit any Lessee to transfer) possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program, so long as the Owner (or any Lessee) shall (A) promptly notify the Indenture Trustee upon subjecting the Airframe or any Engine to the Civil Reserve Air Fleet Program in any contract year and provide the Indenture Trustee with the name and address of the Contracting Office Representative for the Air Mobility Command of the United States Air Force to whom notice must be given pursuant to Section 4.02 hereof, and (B) promptly notify the Indenture Trustee upon transferring possession of the Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such program; (viii) enter into a Wet Lease for the Airframe and Engines or engines then installed thereon with any third party provided that if the Owner (or any Lessee) shall enter into any Wet Lease for a period of more than one year (including renewal options) the Owner shall provide the Indenture Trustee written notice of such Wet Lease (such notice to be given prior to entering into such Wet Lease, if practicable, but in any event promptly after entering into such Wet Lease); (ix) transfer possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to a contract, a copy of which shall be provided to the Indenture Trustee; or (x) the Owner may, at any time, enter into any lease with (1) a U.S. Air Carrier, (2) any Person approved in writing by the Indenture Trustee, which approval shall not be unreasonably withheld or (3) any Permitted Lessee if (A) in any such case, the Lessee under such lease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such lease is entered into, (B) in the event that the Lessee under such lease is a foreign air carrier (other than a foreign air carrier principally based in Taiwan), the United States maintains diplomatic relations with the country in which such proposed Lessee is principally based at the time such lease is entered into (or, in the case of a lease to a proposed Lessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Closing Date) and (C) in the event that the Lessee under such lease is a foreign air carrier, the Indenture Trustee shall have received an opinion of counsel to the Owner to the effect that (I) the terms of the proposed lease will be legal, valid, binding and (subject to customary exceptions in foreign opinions generally) enforceable against the proposed Lessee in the country in which the proposed Lessee is principally based, (II) there exist no possessory rights in favor of the Lessee under such lease under the laws of such Lessee's country of domicile that would, upon bankruptcy or insolvency of or other default by the Owner and assuming at such time such Lessee is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with the terms of this Trust Indenture, (III) the laws of such Lessee's country of domicile require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of the Aircraft in the event of the requisition by such government of such use, and (IV) the laws of such Lessee's country of domicile would give recognition to the Owner's title to the Aircraft, to the registry of the Aircraft in the name of the Owner (or the proposed Lessee, as "lessee", as appropriate) and to the Lien of this Trust Indenture. The rights of any Lessee or other transferee who receives possession by reason of a transfer permitted by this paragraph (b) (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any Lease permitted by this paragraph (b) shall be expressly subject and subordinate to, all the terms of this Trust Indenture and to the Lien of this Trust Indenture, including, without limitation, the covenants contained in Section 7.02(a) hereof and the Indenture Trustee's rights to foreclosure and repossession pursuant to Section 4.02 hereof and to avoid such Lease upon such repossession, and the Owner shall remain primarily liable hereunder for the performance of all of the terms of this Trust Indenture to the same extent as if such Lease or transfer had not occurred, and, except as otherwise provided herein, the terms of any such Lease shall not permit any Lessee to take any action not permitted to be taken by the Owner in this Trust Indenture with respect to the Aircraft. No pooling agreement, lease or other relinquishment of possession of the Airframe or any Engine or Wet Lease shall in any way discharge or diminish any of the Owner's obligations to the Indenture Trustee hereunder or constitute a waiver of the Indenture Trustee's rights or remedies hereunder. Any lease permitted under this Section 7.02(b) shall expressly prohibit any further sublease by the Lessee. The Indenture Trustee agrees, for the benefit of the Owner (and any Lessee) and for the benefit of any mortgagee or other holder of a security interest in any engine (other than an Engine) owned by the Owner (or any Lessee), any lessor of any engine (other than an Engine) leased to the Owner (or any Lessee) and any conditional vendor of any engine (other than an Engine) purchased by the Owner (or any Lessee) subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engine so owned, leased or purchased and that neither the Indenture Trustee nor its successors or assigns will acquire or claim, as against the Owner (or any Lessee) or any such mortgagee, lessor or conditional vendor or other holder of a security interest or any successor or assignee of any thereof, any right, title or interest in such engine as the result of such engine being installed on the Airframe; providedPROVIDED, howeverHOWEVER, that such agreement of the Indenture Trustee shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by the Owner (or any Lessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against the Indenture Trustee, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. The Owner shall provide to the Indenture Trustee (i) written notice of any Lease hereunder (such notice to be given not later than five days prior to entering into such Lease, if practicable, but in any event promptly after entering into any such Lease) and (ii) a copy of each Lease which has a term of more than three months.

Possession and Leases. (a) The Owner Borrower will not, without the prior written consent of the Indenture TrusteeLender, lease or otherwise in any manner deliver, transfer or relinquish title to, interest in, or possession of the Airframe or any Engine or install or permit any Engine to be installed on any airframe other than the Airframe or enter into any Wet LeaseAirframe; provided that, so long as (i) no Default of the type referred to in Section 4.01(a) or 4.01(e) or Event of Default shall have occurred and be continuing exists at the time of such lease, delivery, transfer or relinquishment of possession or installation or installation, (ii) the Borrower shall continue to comply with Article VI hereof, (iii) all airworthiness approvals required for such Wet Leasepurposes have been obtained, and so long as (iv) the action actions to be taken shall not deprive the Indenture Trustee Lender of the perfected first priority Lien security interest of this Trust Indenture Security Agreement on the such Aircraft, Airframe or (subject to the further proviso (B) to clause (i) of this Section 7.02(b)) any Engine, and so long as the Owner (or any Lessee) shall comply with the provisions of Sections 7.02(a) and 7.04 hereof, the Owner (or, except with respect to clause (x) below, any Lessee) Borrower may, without the prior written consent of the Indenture TrusteeLender: (i1) subject the Airframe and the Engines or engines then installed thereon on the Airframe or Parts to normal interchange agreements or any Engine to normal pooling or similar arrangements, in each case customary in the airline industry and entered into by the Owner (or, if a Lease is then in effect, by Lessee) Borrower in the ordinary course of its businessbusiness with a Certificated Air Carrier; provided that (Ai) no such agreement or arrangement contemplates or requires the transfer of title to the Airframe, any Engine and (Bii) if the OwnerBorrower's title to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Owner Borrower shall (or shall cause Lessee to) comply with Section 7.06(b) 5.02 hereof in respect thereof, and (C) any interchange agreement to which the Airframe may be subject shall be with a U.S. Air Carrier or a Foreign Air Carrier;; or (ii2) deliver possession of the Airframe or any Engine to the Airframe manufacturer thereof (or for delivery thereto) Engine manufacturer or to any organization (or for delivery thereto) qualified FAA-approved Person for testing, service, repair, maintenance or overhaul work on the Airframe or any Engine or any part of any thereof or for alterations or modifications in or additions to such the Airframe or Engine Engine(s) to the extent required or permitted by the terms of Section 7.03(c) hereof;. (iii) install an Engine on an airframe which is owned by the Owner (or any Lessee) free and clear of all Liens, except: (A) Permitted Liens and those which apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety), (B) the rights of third parties under interchange agreements which would be permitted under clause (i) above, provided that the Owner's title to such Engine and the first priority Lien of this Trust Indenture shall not be divested or impaired as a result thereof and (C) mortgage liens or other security interests, provided that (as regards this clause (C)) such mortgage liens or other security interests effectively provide that such Engine shall not become subject to the lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe; (iv) install an Engine on an airframe leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement, provided that (x) such airframe is free and clear of all Liens, except: (A) the rights of the parties to the lease or conditional sale or other security agreement covering such airframe, or their assignees, and (B) Liens of the type permitted by subparagraph (iii) of this paragraph (b) and (y) such lease, conditional sale or other security agreement effectively provides that such Engine shall not become subject to the lien of such lease, conditional sale or other security agreement, notwithstanding the installation thereof on such airframe; (v) install an Engine on an airframe owned by the Owner (or any Lessee), leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement under circumstances where neither subparagraph (iii) nor subparagraph (iv) of this paragraph (b) is applicable, provided that such installation shall be deemed an Event of Loss with respect to such Engine and the Owner shall (or shall cause any Lessee to) comply with Section 7.06(b) hereof in respect thereof, the Indenture Trustee not intending hereby to waive any right or interest it may have to or in such Engine under applicable law until compliance by the Owner with such Section 7.06(b); (vi) to the extent permitted by Section 7.03(b) hereof, subject any appliances, Parts or other equipment owned by the Owner and removed from the Airframe or any Engine to any pooling arrangement referred to in Section 7.03(b) hereof; (vii) subject (or permit any Lessee to subject) the Airframe or any Engine to the Civil Reserve Air Fleet Program and transfer (or permit any Lessee to transfer) possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program, so long as the Owner (or any Lessee) shall (A) promptly notify the Indenture Trustee upon subjecting the Airframe or any Engine to the Civil Reserve Air Fleet Program in any contract year and provide the Indenture Trustee with the name and address of the Contracting Office Representative for the Air Mobility Command of the United States Air Force to whom notice must be given pursuant to Section 4.02 hereof, and (B) promptly notify the Indenture Trustee upon transferring possession of the Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such program; (viii) enter into a Wet Lease for the Airframe and Engines or engines then installed thereon with any third party provided that if the Owner (or any Lessee) shall enter into any Wet Lease for a period of more than one year (including renewal options) the Owner shall provide the Indenture Trustee written notice of such Wet Lease (such notice to be given prior to entering into such Wet Lease, if practicable, but in any event promptly after entering into such Wet Lease); (ix) transfer possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to a contract, a copy of which shall be provided to the Indenture Trustee; or (x) the Owner may, at any time, enter into any lease with (1) a U.S. Air Carrier, (2) any Person approved in writing by the Indenture Trustee, which approval shall not be unreasonably withheld or (3) any Permitted Lessee if (A) in any such case, the Lessee under such lease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such lease is entered into, (B) in the event that the Lessee under such lease is a foreign air carrier (other than a foreign air carrier principally based in Taiwan), the United States maintains diplomatic relations with the country in which such proposed Lessee is principally based at the time such lease is entered into (or, in the case of a lease to a proposed Lessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Closing Date) and (C) in the event that the Lessee under such lease is a foreign air carrier, the Indenture Trustee shall have received an opinion of counsel to the Owner to the effect that (I) the terms of the proposed lease will be legal, valid, binding and (subject to customary exceptions in foreign opinions generally) enforceable against the proposed Lessee in the country in which the proposed Lessee is principally based, (II) there exist no possessory rights in favor of the Lessee under such lease under the laws of such Lessee's country of domicile that would, upon bankruptcy or insolvency of or other default by the Owner and assuming at such time such Lessee is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with the terms of this Trust Indenture, (III) the laws of such Lessee's country of domicile require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of the Aircraft in the event of the requisition by such government of such use, and (IV) the laws of such Lessee's country of domicile would give recognition to the Owner's title to the Aircraft, to the registry of the Aircraft in the name of the Owner (or the proposed Lessee, as "lessee", as appropriate) and to the Lien of this Trust Indenture. The rights of any Lessee or other transferee who receives possession by reason of a transfer permitted by this paragraph (b) Section 3.03 (other than the transfer of an Engine which is deemed an Event of LossLoss upon satisfaction of the replacement thereof pursuant to Section 5.02 hereof) shall be effectively subject and subordinate to, and any Lease permitted by this paragraph (b) shall be expressly subject and subordinate to, to all the terms of this Trust Indenture and to the Lien of this Trust Indenture, including, without limitation, the covenants contained in Section 7.02(a) hereof and the Indenture Trustee's rights to foreclosure and repossession pursuant to Section 4.02 hereof and to avoid such Lease upon such repossession, and the Owner shall remain primarily liable hereunder for the performance of all of the terms of this Trust Indenture to the same extent as if such Lease or transfer had not occurred, and, except as otherwise provided herein, the terms of any such Lease shall not permit any Lessee to take any action not permitted to be taken by the Owner in this Trust Indenture with respect to the AircraftSecurity Agreement. No pooling agreement, lease or other relinquishment of possession of the any Airframe or any Engine or Wet Lease wet lease shall in any way discharge or diminish any of the OwnerBorrower's obligations to the Indenture Trustee Lender hereunder or constitute a waiver of the Indenture TrusteeLender's rights or remedies hereunder. . (c) Any wet lease permitted or similar arrangement under which the Borrower maintains operational control of the Aircraft subject thereto shall not constitute a delivery, transfer or relinquishment of possession for purposes of this Section 7.02(b) shall expressly prohibit any further sublease by the Lessee. The Indenture Trustee agrees, for the benefit of the Owner (and any Lessee) and for the benefit of any mortgagee or other holder of a security interest in any engine (other than an Engine) owned by the Owner (or any Lessee), any lessor of any engine (other than an Engine) leased to the Owner (or any Lessee) and any conditional vendor of any engine (other than an Engine) purchased by the Owner (or any Lessee) subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engine so owned, leased or purchased and that neither the Indenture Trustee nor its successors or assigns will acquire or claim, as against the Owner (or any Lessee) or any such mortgagee, lessor or conditional vendor or other holder of a security interest or any successor or assignee of any thereof, any right, title or interest in such engine as the result of such engine being installed on the Airframe; provided, however, that such agreement of the Indenture Trustee shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by the Owner (or any Lessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against the Indenture Trustee, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. The Owner shall provide to the Indenture Trustee (i) written notice of any Lease hereunder (such notice to be given not later than five days prior to entering into such Lease, if practicable, but in any event promptly after entering into any such Lease) and (ii) a copy of each Lease which has a term of more than three months3.03.

Possession and Leases. The Owner will not, without the prior written consent of the Indenture Trustee, lease or otherwise in any manner deliver, transfer or relinquish possession of the Airframe or any Engine or install or permit any Engine to be installed on any airframe other than the Airframe or enter into any Wet Lease; provided that, so long as no Default of the type referred to in Section 4.01(a) or 4.01(e) or Event of Default shall have occurred and be continuing at the time of such lease, delivery, transfer or relinquishment of possession or installation or such Wet Lease, and so long as the action to be taken shall not deprive the Indenture Trustee of the perfected first priority Lien of this Trust Indenture on the Airframe or (subject to the further proviso (B) to clause (i) of this Section 7.02(b)) any Engine, and so long as the Owner (or any Lessee) shall comply with the provisions of Sections 7.02(a) and 7.04 hereof, the Owner (or, except with respect to clause (x) below, any Lessee) may, without the prior written consent of the Indenture Trustee: (i) subject the Airframe and the Engines or engines then installed thereon to normal interchange agreements or any Engine to normal pooling or similar arrangements, in each case customary in the airline industry and entered into by the Owner (or, if a Lease is then in effect, by Lessee) in the ordinary course of its business; provided that (A) no such agreement or arrangement contemplates or requires the transfer of title to the Airframe, (B) if the Owner's title to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Owner shall (or shall cause Lessee to) comply with Section 7.06(b) hereof in respect thereof, and (C) any interchange agreement to which the Airframe may be subject shall be with a U.S. Air Carrier or a Foreign Air Carrier; (ii) deliver possession of the Airframe or any Engine to the manufacturer thereof (or for delivery thereto) or to any organization (or for delivery thereto) for testing, service, repair, maintenance or overhaul work on the Airframe or Engine or any part of any thereof or for alterations or modifications in or additions to such Airframe or Engine to the extent required or permitted by the terms of Section 7.03(c7.03.(c) hereof; (iii) install an Engine on an airframe which is owned by the Owner (or any Lessee) free and clear of all Liens, except: ; (A) Permitted Liens and those which apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety), (B) the rights of third parties under interchange agreements which would be permitted under clause (i) above, provided that the Owner's title to such Engine and the first priority Lien of this Trust Indenture shall not be divested or impaired as a result thereof and (C) mortgage liens or other security interests, provided that (as regards this clause (C)) such mortgage liens or other security interests effectively provide that such Engine shall not become subject to the lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe; (iv) install an Engine on an airframe leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement, provided that (x) such airframe is free and clear of all Liens, except: (A) the rights of the parties to the lease or conditional sale or other security agreement covering such airframe, or their assignees, and (B) Liens of the type permitted by subparagraph (iii) of this paragraph (b) and (y) such lease, conditional sale or other security agreement effectively provides that such Engine shall not become subject to the lien of such lease, conditional sale or other security agreement, notwithstanding the installation thereof on such airframe; (v) install an Engine on an airframe owned by the Owner (or any Lessee), leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement under circumstances where neither subparagraph (iii) nor subparagraph (iv) of this paragraph (b) is applicable, provided that such installation shall be deemed an Event of Loss with respect to such Engine and the Owner shall (or shall cause any Lessee to) comply with Section 7.06(b) hereof in respect thereof, the Indenture Trustee not intending hereby to waive any right or interest it may have to or in such Engine under applicable law until compliance by the Owner with such Section 7.06(b); (vi) to the extent permitted by Section 7.03(b) hereof, subject any appliances, Parts or other equipment owned by the Owner and removed from the Airframe or any Engine to any pooling arrangement referred to in Section 7.03(b) hereof; (vii) subject (or permit any Lessee to subject) the Airframe or any Engine to the Civil Reserve Air Fleet Program and transfer (or permit any Lessee to transfer) possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program, so long as the Owner (or any Lessee) shall (A) promptly notify the Indenture Trustee upon subjecting the Airframe or any Engine to the Civil Reserve Air Fleet Program in any contract year and provide the Indenture Trustee with the name and address of the Contracting Office Representative for the Air Mobility Command of the United States Air Force to whom notice must be given pursuant to Section 4.02 hereof, and (B) promptly notify the Indenture Trustee upon transferring possession of the Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such program; (viii) enter into a Wet Lease for the Airframe and Engines or engines then installed thereon with any third party provided that if the Owner (or any Lessee) shall enter into any Wet Lease for a period of more than one year (including renewal options) the Owner shall provide the Indenture Trustee written notice of such Wet Lease (such notice to be given prior to entering into such Wet Lease, if practicable, but in any event promptly after entering into such Wet Lease); (ix) transfer possession of the Airframe or any Engine to the United States of America or any instrumentality or agency thereof pursuant to a contract, a copy of which shall be provided to the Indenture Trustee; or (x) the Owner may, at any time, enter into any lease with (1) a U.S. Air Carrier, (2) any Person approved in writing by the Indenture Trustee, which approval shall not be unreasonably withheld or (3) any Permitted Lessee if (A) in any such case, the Lessee under such lease is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws on the date such lease is entered into, (B) in the event that the Lessee under such lease is a foreign air carrier (other than a foreign air carrier principally based in Taiwan), the United States maintains diplomatic relations with the country in which such proposed Lessee is principally based at the time such lease is entered into (or, in the case of a lease to a proposed Lessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Closing Date) and (C) in the event that the Lessee under such lease is a foreign air carrier, the Indenture Trustee shall have received an opinion of counsel to the Owner to the effect that (I) the terms of the proposed lease will be legal, valid, binding and (subject to customary exceptions in foreign opinions generally) enforceable against the proposed Lessee in the country in which the proposed Lessee is principally based, (II) there exist no possessory rights in favor of the Lessee under such lease under the laws of such Lessee's country of domicile that would, upon bankruptcy or insolvency of or other default by the Owner and assuming at such time such Lessee is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with the terms of this Trust Indenture, (III) the laws of such Lessee's country of domicile require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of the Aircraft in the event of the requisition by such government of such use, and (IV) the laws of such Lessee's country of domicile would give recognition to the Owner's title to the Aircraft, to the registry of the Aircraft in the name of the Owner (or the proposed Lessee, as "lessee", as appropriate) and to the Lien of this Trust Indenture. The rights of any Lessee or other transferee who receives possession by reason of a transfer permitted by this paragraph (b) (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any Lease permitted by this paragraph (b) shall be expressly subject and subordinate to, all the terms of this Trust Indenture and to the Lien of this Trust Indenture, including, without limitation, the covenants contained in Section 7.02(a) hereof and the Indenture Trustee's rights to foreclosure and repossession pursuant to Section 4.02 hereof and to avoid such Lease upon such repossession, and the Owner shall remain primarily liable hereunder for the performance of all of the terms of this Trust Indenture to the same extent as if such Lease or transfer had not occurred, and, except as otherwise provided herein, the terms of any such Lease shall not permit any Lessee to take any action not permitted to be taken by the Owner in this Trust Indenture with respect to the Aircraft. No pooling agreement, lease or other relinquishment of possession of the Airframe or any Engine or Wet Lease shall in any way discharge or diminish any of the Owner's obligations to the Indenture Trustee hereunder or constitute a waiver of the Indenture Trustee's rights or remedies hereunder. Any lease permitted under this Section 7.02(b) shall expressly prohibit any further sublease by the Lessee. The Indenture Trustee agrees, for the benefit of the Owner (and any Lessee) and for the benefit of any mortgagee or other holder of a security interest in any engine (other than an Engine) owned by the Owner (or any Lessee), any lessor of any engine (other than an Engine) leased to the Owner (or any Lessee) and any conditional vendor of any engine (other than an Engine) purchased by the Owner (or any Lessee) subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engine so owned, leased or purchased and that neither the Indenture Trustee nor its successors or assigns will acquire or claim, as against the Owner (or any Lessee) or any such mortgagee, lessor or conditional vendor or other holder of a security interest or any successor or assignee of any thereof, any right, title or interest in such engine as the result of such engine being installed on the Airframe; provided, however, that such agreement of the Indenture Trustee shall not be for the benefit of any lessor or secured party of any airframe (other than the Airframe) leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by the Owner (or any Lessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against the Indenture Trustee, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. The Owner shall provide to the Indenture Trustee (i) written notice of any Lease hereunder (such notice to be given not later than five days prior to entering into such Lease, if practicable, but in any event promptly after entering into any such Lease) and (ii) a copy of each Lease which has a term of more than three months.

Possession and Leases. The Owner will not, without the prior written consent of the Indenture Trustee, lease or otherwise in any manner deliver, transfer or relinquish possession of the Airframe or any Engine or install or permit any Engine to be installed on any airframe other than the Airframe or enter into any Wet Lease; provided that, so long as no Default of the type referred to in Section 4.01(a) or 4.01(e) or Event of Default shall have occurred and be continuing at the time of such lease, delivery, transfer or relinquishment of possession or installation or such Wet Lease, and so long as the action to be taken shall not deprive the Indenture Trustee of the perfected first priority Lien of this Trust Indenture on the Airframe or (subject to the further proviso (B) to clause (i) of this Section 7.02(b)) any Engine, and so long as the Owner (or any Lessee) shall comply with the provisions of Sections Section 7.02(a) and Section 7.04 hereof, the Owner may (or, except with respect to clause (x) below, or may permit any Lessee) mayLessee to), without the prior written consent of the Indenture Trustee: (i) subject the Airframe and the Engines or engines then installed thereon to normal interchange agreements or any Engine to normal pooling or similar arrangements, in each case customary in the airline industry and entered into by the Owner (or, if a Lease is then in effect, by Lessee) in the ordinary course of its business; provided that (A) no such agreement or arrangement contemplates or requires the transfer of title to the Airframe, (B) if the Owner's title to any Engine shall be divested under any such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with respect to such Engine and the Owner shall (or shall cause Lessee to) comply with Section 7.06(b) hereof in respect thereof, and (C) any interchange agreement to which the Airframe may be subject shall be with a U.S. Air Carrier or a Foreign Air Carrier; (ii) deliver possession of the Airframe or any Engine to the manufacturer thereof (or for delivery thereto) or to any organization (or for delivery thereto) for testing, service, repair, maintenance or overhaul work on the Airframe or Engine or any part of any thereof or for alterations or modifications in or additions to such Airframe or Engine to the extent required or permitted by the terms of Section 7.03(c) 7.03 hereof; (iii) install an Engine on an airframe which is owned by the Owner (or any Lessee) free and clear of all Liens, except: (A) Permitted Liens and those which apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe (but not to the airframe as an entirety), (B) the rights of third parties under interchange agreements or pooling or similar arrangements which would be permitted under clause (i) above, provided that the Owner's title to such Engine and the first priority Lien of this Trust the Indenture shall not be divested or impaired as a result thereof and (C) mortgage liens or other security interests, provided that (as regards this clause (C)) the documents creating such mortgage liens or other security interests (or, if applicable, another written agreement governing such mortgage liens or other security interests) effectively provide that such Engine shall not become subject to the lien of such mortgage or security interest, notwithstanding the installation thereof on such airframe; (iv) install an Engine on an airframe leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement, provided that (x) such airframe is free and clear of all Liens, except: (A) the rights of the parties to the lease or conditional sale or other security agreement covering such airframe, or their assignees, and (B) Liens of the type permitted by subparagraph clause (iii) of this paragraph (b) and (y) such lease, conditional sale or other security agreement effectively provides that such Engine shall not become subject to the lien of such lease, conditional sale or other security agreement, notwithstanding the installation thereof on such airframe; (v) install an Engine on an airframe owned by the Owner (or any Lessee), leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement under circumstances where neither subparagraph clause (iii) nor subparagraph clause (iv) of this paragraph (b) is applicable, provided that such installation shall be deemed an Event of Loss with respect to such Engine and the Owner shall (or shall cause any Lessee to) comply with Section 7.06(b5.06(b) hereof in respect thereof, the Indenture Trustee not intending hereby to waive any right or interest it may have to or in such Engine under applicable law until compliance by the Owner with such Section 7.06(b); (vi) to the extent permitted by Section 7.03(b) hereof, subject any appliances, Parts or other equipment owned by the Owner and removed from the Airframe or any Engine to any pooling arrangement referred to in Section 7.03(b) hereof;[Reserved.] (vii) subject (or permit any Lessee to subject) the Airframe or any Engine to the Civil Reserve Air Fleet Program and transfer (or permit any Lessee to transfer) possession of the Airframe or any Engine to the United States of America Government or any instrumentality or agency thereof pursuant to the Civil Reserve Air Fleet Program, so long as the Owner (or any Lessee) shall (A) promptly notify the Indenture Trustee upon subjecting the Airframe or any Engine to the Civil Reserve Air Fleet Program in any contract year and provide the Indenture Trustee with the name and address of the Contracting Office Representative for the Air Mobility Command of the United States Air Force to whom notice must be given pursuant to Section 4.02 4.04(a) hereof, and (B) promptly notify the Indenture Trustee upon transferring possession of the Airframe or any Engine to the United States of America or any agency or instrumentality thereof pursuant to such program; (viii) enter into a Wet Lease for the Airframe and Engines or engines then installed thereon with any third party provided that if the Owner (or any Lessee) shall enter into any Wet Lease for a period of more than one year (including renewal options) the Owner shall provide the Indenture Trustee written notice of such Wet Lease (such notice to be given prior to entering into such Wet Lease, if practicable, but in any event promptly after entering into such Wet Lease);[Reserved.] (ix) transfer possession of the Airframe or any Engine to the United States of America Government or any instrumentality or agency thereof pursuant to a contract, a copy of which shall be provided to the Indenture Trustee; or (x) the Owner may, at any time, enter into any lease Lease with (1A) a any U.S. Air CarrierDomiciled Person, (2B) any Permitted Sublessee or (C) any other Person approved in writing by the Indenture Trustee, which approval shall not be unreasonably withheld or withheld; provided, however, that no Lease entered into pursuant to this clause (3x) any Permitted shall (i) be to a Lessee if (A) in any that, at the time of entering into such caseLease, the Lessee under such lease is not subject to a proceeding or final order under applicable bankruptcy, insolvency insolvency, liquidation, reorganization, dissolution or reorganization laws on the date such lease is entered intosimilar proceedings; and provided, further, with respect to a sublease under subclauses (B) in the event that the Lessee under such lease is a foreign air carrier (other than a foreign air carrier principally based in Taiwan), the United States maintains diplomatic relations with the country in which such proposed Lessee is principally based at the time such lease is entered into (or, in the case of a lease to a proposed Lessee principally based in Taiwan, maintains diplomatic relations at least as good as those in effect on the Closing Date) and or (C) in the event that the Lessee under such lease is a foreign air carrierof this clause (x), Owner shall deliver to the Indenture Trustee shall have received an opinion of counsel to the Owner to the effect that (I) the terms of the proposed lease will be legalLease, validincluding the subordination provisions thereof, constitute valid and binding obligations of the Lessee and (subject to customary bankruptcy and equitable remedies exceptions and to other similar exceptions customary in foreign opinions generallysuch opinions) enforceable against Lessee (it being understood that such opinion may be an opinion as to the proposed Lessee in form of the country in which Lease only and may assume due authorization, execution, delivery, requisite approvals and absence of conflicts with laws, contracts or organizational documents) under the proposed Lessee is principally basedlaws of the jurisdiction governing the sublease, (II) that there exist is no possessory rights in favor tort liability of the Lessee under such lease owner of an aircraft not in possession thereof under the laws of the jurisdiction of the proposed Lessee other than tort liability which might have been imposed on such owner under the laws of the United States or any state thereof (it being understood that in the event such opinion cannot be given such opinion requirement shall be waived if insurance reasonably satisfactory to the Indenture Trustee, in its individual capacity, is proved at Lessee's country expense), and (III) unless Owner shall have agreed to provide insurance covering the risk of domicile that would, upon bankruptcy or insolvency requisition of or other default by the Owner and assuming at such time such Lessee is not insolvent or bankrupt, prevent the return or repossession use of the Aircraft in accordance with by the terms government of this Trust Indenturethe jurisdiction of the proposed Lessee, (III) that the laws of such Lessee's country of domicile jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of the Aircraft in the event of the requisition by such government of such use, and (IV) the laws of such Lessee's country of domicile would give recognition to the Owner's title to the Aircraft, to the registry of the Aircraft in the name of the Owner (or the proposed Lessee, as "lessee", as appropriate) and to the Lien of this Trust Indenture. The rights of any Lessee or other transferee who receives possession by reason of a transfer permitted by this paragraph (b) (other than the transfer of an Engine which is deemed an Event of Loss) shall be effectively subject and subordinate to, and any Lease permitted by this paragraph (b) shall be expressly subject and subordinate to, all the terms of this Trust Indenture and to the Lien of this Trust Indenture, including, without limitation, the covenants contained in Section 7.02(a) hereof and the Indenture Trustee's rights to foreclosure and repossession pursuant to Section 4.02 hereof repossess and to avoid void such Lease upon such repossession, and the Owner shall remain primarily liable hereunder for the performance of all of the terms of this Trust Indenture to the same extent as if such Lease or transfer had not occurred, and, except as otherwise provided herein, and the terms of any such Lease shall not permit any Lessee to take any action not permitted to be taken by the Owner in this Trust Indenture hereunder with respect to the Aircraft. No pooling agreement, lease sublease or other relinquishment of possession of the Airframe or any Engine or Wet Lease shall in any way discharge or diminish any of the Owner's obligations to the Indenture Trustee hereunder or constitute a waiver of the Indenture Trustee's rights or remedies hereunder. Any lease permitted Wet Lease or similar arrangement under this Section 7.02(b) shall expressly prohibit any further sublease by the Lessee. The Indenture Trustee agrees, for the benefit which Owner maintains operational control of the Owner (and any Lessee) and for the benefit Aircraft shall not constitute a delivery, transfer or relinquishment of any mortgagee or other holder of a security interest in any engine (other than an Engine) owned by the Owner (or any Lessee), any lessor of any engine (other than an Engine) leased to the Owner (or any Lessee) and any conditional vendor of any engine (other than an Engine) purchased by the Owner (or any Lessee) subject to a conditional sale agreement or any other security agreement, that no interest shall be created hereunder in any engine so owned, leased or purchased and that neither the Indenture Trustee nor its successors or assigns will acquire or claim, as against the Owner (or any Lessee) or any such mortgagee, lessor or conditional vendor or other holder of a security interest or any successor or assignee of any thereof, any right, title or interest in such engine as the result of such engine being installed on the Airframe; provided, however, that such agreement possession of the Indenture Trustee shall not be Aircraft for the benefit purposes of any lessor or secured party of any airframe (other than the Airframe) leased to the Owner (or any Lessee) or purchased by the Owner (or any Lessee) subject to a conditional sale or other security agreement or for the benefit of any mortgagee of or any other holder of a security interest in an airframe owned by the Owner (or any Lessee), unless such lessor, conditional vendor, other secured party or mortgagee has expressly agreed (which agreement may be contained in such lease, conditional sale or other security agreement or mortgage) that neither it nor its successors or assigns will acquire, as against the Indenture Trustee, any right, title or interest in an Engine as a result of such Engine being installed on such airframe. The Owner shall provide to the Indenture Trustee (i) written notice of any Lease hereunder (such notice to be given not later than five days prior to entering into such Lease, if practicable, but in any event promptly after entering into any such Lease) and (ii) a copy of each Lease which has a term of more than three monthsthis section.