Common use of Registration and Maintenance Clause in Contracts

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): (A) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause (3) of this Section 7(a) and Section 7(d) of the Participation Agreement, to remain duly registered in the name of Lessor under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B) maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) (i) so as to keep the Aircraft in as good an operating condition as when delivered to Lessee (ordinary wear and tear excepted) and in such condition as necessary to enable the airworthiness certification for the Aircraft to be maintained in good standing at all times under Part 121 of the Federal Aviation Regulations (or any successor provision) (or under the applicable requirements of the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, and (ii) in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing the same manner of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft operated by it and without in any way discriminating against the Aircraft on the basis of its leased status or otherwise; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraft.

Registration and Maintenance. LesseeThe Owner, at its own cost and expense, shall (or shall cause any Sublessee Lessee to): (Ai) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessorits name, and, subject to clause (3) the second paragraph of this Section 7(a7.02(a) and Section 7(d8(f) of the Participation Agreement, to remain duly registered in the name of Lessor the Owner under the Transportation CodeFederal Aviation Act, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and Owner shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code Federal Aviation Act at any time, time except as provided in Section 7(d8(f) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, and shall cause the this Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (Bii) maintain, service, repair and/or and overhaul (or cause to be maintained, serviced, repaired and/or and overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered initially subjected to Lessee (the Lien hereof, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations or during maintenance or modification permitted hereunder) under Part 121 of the Federal Aviation Regulations Act, except when all [Airbus Model A319-100] [Boeing Model 757-200] aircraft powered by engines of the same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this from time to time in accordance with Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftand utilizing, and (ii) except during any period that a Lease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) the Owner with respect to Similar Aircraft similar aircraft operated by it the Owner in similar circumstances and without utilizing, during any period that a Lease is in any way discriminating against effect, the Aircraft on the basis same manner and standard of its leased status maintenance, service, repair or otherwise; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft overhaul used by the FAA or Lessee with respect to similar aircraft operated by the aviation authority of any other jurisdiction Lessee in which the Aircraft may then be registered as permitted by this Section 7(a)similar circumstances; provided, Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraft.however, that in all circumstances

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): (Ai) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause (3) the second paragraph of this Section 7(a) and Section 7(d8(f) of the Participation Agreement, to remain duly registered in the name of Lessor under the Transportation CodeFederal Aviation Act, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code Federal Aviation Act at any time, time except as provided in Section 7(d8(f) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, and shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (Bii) maintain, service, repair and/or and overhaul (or cause to be maintained, serviced, repaired and/or and overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered to Lessee (hereunder, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations or during maintenance or modification permitted hereunder) under Part 121 of the Federal Aviation Regulations Act, except when all [Airbus Model A319-100] [Boeing Model 757-200] aircraft powered by engines of the same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this from time to time in accordance with Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftand utilizing, and (ii) except during any period that a Sublease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee with respect to similar aircraft operated by Lessee in similar circumstances and utilizing, during any period that a Sublease is in effect, the same manner and standard of maintenance, service, repair or overhaul used by the Sublessee with respect to similar aircraft operated by the Sublessee in similar circumstances; provided, however, that in all circumstances the Aircraft shall be maintained by Lessee (or any Permitted Sublessee) in accordance with respect maintenance standards required by, or substantially equivalent to Similar Aircraft operated by it and without in any way discriminating against those required by, the Aircraft on FAA or the basis central civil aviation authority of its leased status Canada, France, Germany, Japan, the Netherlands or otherwisethe United Kingdom; (Ciii) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraft.by

Registration and Maintenance. Lessee, at its own cost and expense, shall The Borrower shall: (or shall cause any Sublessee to): 1) (Aa) forthwith upon on the delivery thereof hereunderClosing Date, cause the Aircraft to be duly registered in the its name of Lessor, (if not so registered) and, subject to clause (3) of this Section 7(a) and Section 7(d) of at all times thereafter, cause the Participation Agreement, Aircraft to remain duly registered in the United States of America in its name of Lessor under the Transportation Code, provided Federal Aviation Act (except to the extent that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit is registered in another country as permitted by the Aircraft Operative Documents) and (b) on the Closing Date, cause this Trust Indenture to be duly filed for recording with the FAA and cause the international interest granted in the Airframe and Engines pursuant to the Trust Indenture to be registered under any laws other than pursuant to the Transportation Code at any timeCape Town Convention, except as provided in Section 7(d) of subject to the Participation Agreement Indenture Trustee providing its consent to the International Registry with respect thereto, and, unless the Lien of the Trust Indenture at all times thereafter, so long as any Certificate shall have been dischargedbe outstanding or any amount shall be owing to any Holder, shall cause the Trust Indenture to be duly recorded and maintained of record as a first priority (subject to Permitted Liens) and perfected mortgage on the AircraftAircraft (or, in the case of registration of the Aircraft outside of the United States, cause to be in force and effect documentation appropriate for that jurisdiction that protects the interests of the Holders on a first priority (subject to Permitted Liens) and perfected basis, including, without limitation, pursuant to the Cape Town Convention, if applicable); (B2) maintain, service, repair and/or repair, and overhaul (or cause to be maintained, serviced, repaired and/or repaired, and overhauled) the Aircraft (iand any engine which is not an Engine but which is installed on the Aircraft) (a) so as to keep the Aircraft in as good an operating condition as when delivered to Lessee the Borrower by the Manufacturer (ordinary wear and tear excepted) and so as to keep the Aircraft in such condition as may be necessary to enable the airworthiness certification for the Aircraft to be maintained in good standing at all times under Part 121 of the Federal Aviation Regulations (or any successor provision) Act (or under the applicable requirements of the aviation authority another country of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreementregistry) except when (ai) when the Aircraft is being temporarily stored and is not operational, (bii) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by modified, in each case in compliance with the terms of this Lease or hereof, (ciii) when all Airbus Industrie A320 Family Bombardier Model ____________ aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") and/or configuration have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation AgreementFAA, or (iv) laws or regulations affecting airworthiness are being contested in good faith and by appropriate proceedings so long as such aviation authority has revoked proceedings do not materially adversely affect the Indenture Trustee or suspended its interest in the airworthiness certificates for all such aircraftAircraft, and (iib) in accordance with the maintenance program approved by the government of registry Maintenance Program for the Aircraft and utilizing except during periods when a Lease is in effect, the same manner of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) standards as the Borrower uses with respect to Similar Aircraft aircraft of similar size in its fleet and, during a period when a Lease is in effect, the same standards used by the Lessee thereunder with respect to similar aircraft of similar size in its fleet and operated by it such Lessee in similar circumstances; and without in any way discriminating against the Aircraft on the basis of its leased status or otherwise; (C3) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(dregistered. Notwithstanding the registration requirements of clause (1)(a) of the Participation Agreement; preceding paragraph, the Borrower shall have the right, at any time so long as no Special Default or Event of Default shall have occurred and (D) promptly furnish be continuing, with at least 45 days’ prior written notice, to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required register the Aircraft outside of the owner United States. Any such change in registration shall be effected only in compliance with, and subject to all of the Aircraftconditions set forth in, Annex A of this Trust Indenture.

Registration and Maintenance. LesseeThe Company, at its own cost and expense, shall shall: (or shall cause any Sublessee to): (Ai) forthwith upon the delivery thereof hereunderof each Aircraft, cause the Aircraft to be duly registered in the name of Lessorthe Company, and, subject to clause (3) of this Section 7(a) and Section 7(d) of the Participation Agreement, to remain duly registered in the name of Lessor the Company under the Transportation Code, provided that Lessor shall execute Federal Aviation Act and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture Mortgage to be duly recorded and maintained of record as a first priority mortgage on the Aircraft; (Bii) maintain, service, repair and/or repair, and overhaul (or cause to be maintained, serviced, repaired and/or repaired, and overhauled) the Aircraft (iand any engine which is not an Engine but which is installed on the Aircraft) (x) so as to keep the Aircraft in as good an operating condition as when delivered to Lessee (the Company from the Manufacturer, ordinary wear and tear excepted) , and in such condition (including timely compliance with all applicable FAA airworthiness directives and Federal Aviation Regulations) as may be necessary to enable the enablethe airworthiness certification for the Aircraft to be maintained in good standing at all times under Part 121 the Company's FAA approved maintenance program and in accordance with the manufacturer's maintenance planning document (other than during temporary periods of storage in accordance with applicable regulations) under the Federal Aviation Regulations (or any successor provision) (or under the applicable requirements Act, except when all of the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Company's Airbus Industrie A320 Family Model A319-100 series aircraft of comparable vintage and configuration, and/or configuration (powered by powerplants and having systems and avionics comparable to engines of the Aircraft ("Similar Aircraft"same type as those with which the Airframe shall be equipped at the time of such grounding) registered in the United States have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, and (iiy) in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing substantially the same manner of maintenanceas the Company maintains, serviceservices, repair repairs or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft overhauls similar aircraft operated by it the Company in similar circumstances and without in any way discriminating against the Aircraft on the basis Aircraft, whether by reason of its leased owned status or otherwise, or in such other manner as shall have been approved by the Mortgagee; (Ciii) maintain or cause to be maintained (in English or with an English translation) all recordsRecords, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation AgreementFAA; and (Div) upon receipt of a written request by the Mortgagee, promptly furnish or cause to Lessor be furnished to the Mortgagee or any Lender such information reasonably as may be required to enable Lessor the Mortgagee or any Lender to perform file any applicable government filings reports required to be filed by the Mortgagee or any Lender with any governmental authority because of such person's interest in the owner of the AircraftAircraft hereunder.

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): (A) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause (3) 3 of this Section 7(a) and Section 7(d) of the Participation Agreement, to remain duly registered in the name of Lessor under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, time except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B) maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered by the Seller to Lessee (Lessee, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage or during maintenance or modification permitted hereunder) under Part 121 the Transportation Code, except when all of Lessee's Airbus Model A330 aircraft powered by engines of the Federal Aviation Regulations same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable from time to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction time in which the Aircraft may then be registered as permitted by accordance with Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftutilizing, and (ii) except during any period that a Sublease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft similar aircraft operated by it Lessee in similar circumstances and without utilizing, during any period that a Sublease is in any way discriminating against effect, the Aircraft on same manner and standard of maintenance, service, repair or overhaul used by the basis of its leased status or otherwiseSublessee with respect to similar aircraft operated by the Sublessee in similar circumstances; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreementregistered; and (D) promptly furnish or cause to be furnished to Lessor any and the Owner Participant such information reasonably as may be required to enable Lessor to perform file any applicable government filings reports required to be filed by Lessor or the Owner Participant with any governmental authority because of the owner Lessor's ownership of the Aircraft.

Registration and Maintenance. LesseeSublessee, at its own cost and expense, shall (or shall cause any Permitted Sublessee to): (A) forthwith upon the delivery thereof hereunder, cause the ensure that each Aircraft to be duly is registered in the name of Lessor, and, subject to clause Sublessee (3as lessee or charterer) on the United Kingdom Register of this Section 7(a) and Section 7(d) Civil Aircraft with the interest of the Participation AgreementHead Lessor as owner thereof and the Sublessor as lessee and sublessor thereof notified to the Aviation Authority and Sublessee shall not do, and shall use its commercially reasonable endeavors to remain duly registered in the name of Lessor under the Transportation Codeprocure that no third party does, any act or thing which might prejudice or cancel such registration; provided that Lessor Sublessor shall execute and deliver (and request that Head Lessor execute and deliver) all such documents as Lessee Sublessee (or any Permitted Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and Sublessee shall not register the Aircraft or permit the Aircraft to be registered under any laws other than with the Transportation Code Aviation Authority at any time, except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B) maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) each Item of Equipment (i) so as to keep the Aircraft each Item of Equipment in as good serviceable an operating condition as when delivered to Lessee Sublessee (ordinary wear and tear exceptedexcepted and subject to hours and cycle usage) and in such condition as necessary to enable the airworthiness certification for the Aircraft each Item of Equipment to be maintained in good standing at all times under Part 121 of the Federal Aviation Regulations (or any successor provision) (or under the applicable requirements of the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, Aviation Authority and (ii) in accordance with Sublessee’s Maintenance Program or, if applicable, the maintenance program approved by the government of registry for the Aircraft Equipment and utilizing the same manner of maintenance, service, repair or overhaul used by Lessee Sublessee (or any Permitted Sublessee) with respect to Similar Aircraft similar aircraft, engines and propellers operated by it and without in any way discriminating against the Aircraft Equipment on the basis of its leased status or otherwise; (C) maintain or cause to be maintained in English all records, logs logs, other Aircraft Documents and other materials required to be maintained in respect of the Aircraft Equipment by the FAA or Aviation Authority, which records, logs and other materials are understood and agreed to be the aviation authority property of Head Lessor and subject to return to Sublessor in conjunction with any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) return to Sublessor of the Participation AgreementAircraft; and (D) promptly furnish to Head Lessor and Sublessor any information reasonably required to enable Sublessor and Head Lessor to perform any applicable government filings required of the owner of the AircraftEquipment.

Registration and Maintenance. LesseeSublessee, at its own cost and expense, shall (or shall cause any Sublessee to): shall: (A) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Head Lessor, and, subject to clause CLAUSE (3) of this Section SECTION 7(a) ), and Section 7(dsubject to Head Lessor's and Owner Participant's compliance with SECTION 7(a) of the Participation AgreementAgreement as in effect on the date hereof, to remain duly registered in the name of Head Lessor under the Transportation Code, provided ; PROVIDED that Head Lessor shall execute and deliver all such required documents as Lessee and any instruments that Sublessee (or any SublesseeSub-sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit (except to the extent that such registration cannot be effected with the FAA because of Head Lessor's or Owner Participant's failure to comply with the U.S. citizenship requirements for registration under the Transportation Code) the Aircraft to be registered under any laws other than the Transportation Code at any time, except as provided in Section 7(dCLAUSE (3) of the Participation Agreement this SECTION 7(a) and, unless the Lien of if the Trust Indenture shall have been dischargedis then in effect, shall cause the Trust Indenture Indenture, subject to the requirements of the applicable law, to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B) on a nondiscriminatory basis relative to the other aircraft which it operates, maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) (i) so as to keep the Aircraft in as good an operating condition as when delivered to Lessee Sublessee (ordinary wear and tear excepted) and in such condition as necessary to enable the airworthiness certification for the Aircraft to be maintained in good standing at all times under Part 121 of the Federal Aviation Regulations (or any successor provision) (or under the applicable requirements of the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(bSublease Agreement (MSN 30808) SECTION 7 hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease Sublease or (c) when all Airbus Industrie A320 Family of Sublessee's Boeing 747-46NF aircraft of comparable vintage and configuration, powered by powerplants power-plants and having systems and avionics comparable to the Aircraft ("Similar AircraftSIMILAR AIRCRAFT") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation AgreementSECTION 7 hereof, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, and (ii) in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing the same manner of maintenance, service, repair or overhaul used by Lessee Sublessee (or any Permitted SublesseeSub-sublessee) with respect to Similar Aircraft operated by it and without in any way discriminating against the Aircraft on the basis of its leased status or otherwise; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation AgreementSECTION 7 hereof; and (D) promptly furnish to Head Lessor (with a copy to Sublessor) any information reasonably required to enable Head Lessor to perform any applicable government filings required of the owner of the AircraftAircraft by such registration jurisdiction.

Registration and Maintenance. LesseeThe Owner, at its own cost and expense, shall (or shall cause any Sublessee Lessee to): (Ai) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessorits name, and, subject to clause (3) the second paragraph of this Section 7(a7.02(a) and Section 7(d8(f) of the Participation Agreement, to remain duly registered in the name of Lessor the Owner under the Transportation CodeFederal Aviation Act, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and Owner shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code Federal Aviation Act at any time, time except as provided in Section 7(d8(f) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, and shall cause the this Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (Bii) maintain, service, repair and/or and overhaul (or cause to be maintained, serviced, repaired and/or and overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered initially subjected to Lessee (the Lien hereof, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations or during maintenance or modification permitted hereunder) under Part 121 of the Federal Aviation Regulations Act, except when all British Aerospace Avro Model 146-RJ85A aircraft powered by engines of the same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this from time to time in accordance with Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftand utilizing, and (ii) except during any period that a Lease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) the Owner with respect to Similar Aircraft similar aircraft operated by it the Owner in similar circumstances and without utilizing, during any period that a Lease is in any way discriminating against effect, the Aircraft on the basis same manner and standard of its leased status maintenance, service, repair or otherwise; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft overhaul used by the FAA or the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraft.Lessee with

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): (Ai) forthwith upon delivery of the delivery thereof hereunderAircraft, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause subparagraph (3) of this Section 7(a) and Section 7(d) of the Participation Agreement), to remain duly registered in the name of Lessor under the Transportation Code (except to the extent that such registration cannot be effected because of Lessor's or the Owner Participant's failure to comply with the citizenship requirements for registration of aircraft under the Transportation Code), provided that Lessor and the Owner Participant shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, Lessee shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (Bii) maintain, service, repair and/or repair, and overhaul (or cause to be maintained, serviced, repaired and/or repaired, and overhauled) the Aircraft (iand any engine which is not an Engine but which is installed on the Aircraft) (x) so as to keep the Aircraft in as good an operating condition as when delivered by Lessee to Lessee (Lessor, ordinary wear and tear excepted) , and so as to keep the Aircraft in such condition as may be necessary to enable the airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations) under Part 121 (I) the Transportation Code, except when all of Lessee's Boeing Model 737-322 aircraft (powered by engines of the Federal Aviation Regulations same type as those with which the Airframe shall be equipped at the time of such grounding) registered in the United States have been grounded by the FAA unless such grounding was caused by the failure of Lessee to maintain, service, repair or overhaul the Aircraft in accordance with this Lease, or (or any successor provisionII) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted from time to time, except when all of Lessee's Boeing Model 737-322 aircraft (powered by this Section 7(a), Section 7(b) hereof or Section 7(d) engines of the Participation Agreementsame type as those with which the Airframe shall be equipped at the time of such grounding) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") registered in such jurisdiction have been grounded by the FAA or under the laws aeronautical authority of any such jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or unless such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, and (ii) in accordance with the maintenance program approved grounding was caused by the government failure of registry for the Aircraft and utilizing the same manner of maintenanceLessee to maintain, service, repair or overhaul used the Aircraft in accordance with this Lease and (y) in substantially the same manner as Lessee (or any Sublessee) maintains, services, repairs or overhauls similar aircraft operated by Lessee (or any Permitted such Sublessee) with respect to Similar Aircraft operated by it in similar circumstances and without in any way discriminating against the Aircraft on the basis Aircraft, whether by reason of its leased status or otherwise; or such other manner as shall have been approved by the Owner Participant and the Indenture Trustee (Cbut in regard to the Indenture Trustee, only so long as the Original Loan Participant is a Holder); (iii) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA and the applicable regulatory agency or the aviation authority body of any other jurisdiction in which the Aircraft may then be registered (which records, logs and other materials, as permitted between Lessor and Lessee and all parties claiming through Lessee, shall be the property of Lessor but shall be maintained by Lessee during the Term of this Section 7(a), Section 7(b) hereof or Section 7(d) Lease and shall become the property of Lessee upon Lessee's purchase of the Participation AgreementAircraft pursuant to the terms of this Lease or upon the occurrence of an Event of Loss and Lessee's compliance with Section 10); and (Div) promptly furnish or cause to be furnished to Lessor any or the Owner Participant such information reasonably as may be required to enable Lessor or the Owner Participant to perform file any applicable government filings reports required to be filed by Lessor or the Owner Participant with any governmental authority because of the owner Lessor's ownership of the Aircraft; and (v) advise Lessor no later than March 1 of each year through the year after the year in which the Term shall end as to the routing of the Aircraft during the preceding calendar year.

Registration and Maintenance. LesseeThe Owner, at its own cost and expense, shall (or shall cause any Sublessee Lessee to): (Ai) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessorits name, and, subject to clause (3) the second paragraph of this Section 7(a7.02(a) and Section 7(d8(f) of the Participation Agreement, to remain duly registered in the name of Lessor the Owner under the Transportation CodeFederal Aviation Act, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and Owner shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code Federal Aviation Act at any time, time except as provided in Section 7(d8(f) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, and shall cause the this Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (Bii) maintain, service, repair and/or and overhaul (or cause to be maintained, serviced, repaired and/or and overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered initially subjected to Lessee (the Lien hereof, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations or during maintenance or modification permitted hereunder) under Part 121 of the Federal Aviation Regulations Act, except when all [Airbus Model A330-300] [Boeing Model 757-300] aircraft powered by engines of the same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this from time to time in accordance with Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftand utilizing, and (ii) except during any period that a Lease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by the Owner with respect to similar aircraft operated by the Owner in similar circumstances and utilizing, during any period that a Lease is in effect, the same manner and standard of maintenance, service, repair or overhaul used by the Lessee with respect to similar aircraft operated by the Lessee in similar circumstances; provided, however, that in all circumstances the Aircraft shall be maintained by the Owner (or any Permitted SublesseeLessee) in accordance with respect maintenance standards required by, or substantially equivalent to Similar Aircraft operated by it those required by, the FAA or the central civil aviation authority of Canada, France, Germany, Japan, the Netherlands or the United Kingdom; and without in any way discriminating against the Aircraft on the basis of its leased status or otherwise; (Ciii) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraftregistered.

Registration and Maintenance. LesseeThe Borrower, at its own cost and expense, shall shall: (or shall cause any Sublessee to): (A1) forthwith upon maintain the delivery thereof hereunder, cause registration of the Aircraft to be duly registered in the name of Lessor, and, subject to clause (3) of this Section 7(a) the Borrower and Section 7(d) maintain the registration of the Participation Agreement, to remain duly registered Aircraft in the United States in the name of Lessor the Borrower under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee Federal Aviation Act; (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B2) maintain, service, repair and/or and overhaul (or cause to be maintained, serviced, repaired and/or repaired, and overhauled) the Aircraft (iand any engine which is not an Engine but which is installed on the Aircraft), the Airframe, each Engine and each Part (a) so as to keep the Aircraft (and any such engine), the Airframe, each Engine and each Part (i) in good operating condition and (ii) ordinary wear and tear excepted, in as good an operating condition as when delivered to Lessee (ordinary wear the Borrower on the Delivery Date and tear excepted) and so as to keep the Aircraft in such condition as may be necessary to enable the airworthiness certification for the Aircraft to be maintained in good standing at all times under Part 121 of the Federal Aviation Regulations (or any successor provision) (or under the applicable requirements of the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, times; (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, and (ii) in accordance with the Borrower's FAA-approved maintenance program approved by the government of registry for the Aircraft and utilizing Engines, which program shall be approved by the same FAA; and (c) in a manner of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) which will not discriminate against the Aircraft with respect to Similar Aircraft operated by it and without other aircraft of the same type (whether owned or leased) in any way discriminating against the Aircraft on the basis of its leased status or otherwise; Borrower's fleet. (C3) maintain or cause to be maintained in English all records, logs and other materials Aircraft Records required to be maintained in respect of the Aircraft by the FAA; (4) comply with all applicable airworthiness directives of the FAA or and maintain an FAA certificate of airworthiness in relation to the aviation Aircraft; (5) be and shall remain a Citizen of the United States; (6) be and shall remain a Certificated Air Carrier and is and shall continue to be a holder of all certificates, licenses and authority of any other jurisdiction in which necessary to operate the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) under Part 121 of the Participation Agreement; Federal Aviation Regulations in scheduled passenger service. The Borrower will comply with, or cause to be complied with, at all times and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required in all respects, all statutes, laws, ordinances, rules and regulations of the owner United States (including, without limitation, the FAA) and of all other domestic or foreign governmental, regulatory, or judicial bodies applicable to the use, operation, registration, maintenance, overhauling, or condition of the Aircraft, or any part thereof, and with all requirements under any licenses, permits or certificates relating to the registration, use, operation or control of the Aircraft which are issued to the Borrower or to any other person having operational control of the Aircraft; and (7) file, record and take such other action as shall be reasonably necessary to preserve and protect the perfected Lien of this Security Agreement on the Collateral, including filing UCC continuation statements.

Registration and Maintenance. LesseeOwner, at its own cost and expense, shall (or shall cause any Sublessee Lessee to): (A) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of LessorOwner (or any Lessee), and, subject to clause (3ii) of this Section 7(a7.02(a) and Section 7(d7(b) of the Participation Agreement, to remain duly registered in the name of Lessor Owner (or any Lessee) under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, time except as provided in Section 7(d7(b) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B) maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered by the Seller to Lessee (Owner, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage or during maintenance or modification permitted hereunder) under Part 121 the Transportation Code, except when all of Owner's Airbus Model [A321][A330] aircraft powered by engines of the Federal Aviation Regulations same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), from time to time in accordance with Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftutilizing, and (ii) except during any period that a Lease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) Owner with respect to Similar Aircraft similar aircraft operated by it Owner in similar circumstances and without utilizing, during any period that a Lease is in any way discriminating against effect, the Aircraft on same manner and standard of maintenance, service, repair or overhaul used by the basis of its leased status or otherwiseLessee with respect to similar aircraft operated by the Lessee in similar circumstances; and (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraftregistered.

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): (Ai) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause (3) the second paragraph of this Section 7(a) and Section 7(d8(f) of the Participation Agreement, to remain duly registered in the name of Lessor under the Transportation CodeFederal Aviation Act, provided PROVIDED that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code Federal Aviation Act at any time, time except as provided in Section 7(d8(f) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, and shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (Bii) maintain, service, repair and/or and overhaul (or cause to be maintained, serviced, repaired and/or and overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered to Lessee (hereunder, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations or during maintenance or modification permitted hereunder) under Part 121 of the Federal Aviation Regulations Act, except when all [Airbus Model A319-100] [Boeing Model 757-300] [Boeing Model 747-400] aircraft powered by engines of the same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this from time to time in accordance with Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftand utilizing, and (ii) except during any period that a Sublease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee with respect to similar aircraft operated by Lessee in similar circumstances and utilizing, during any period that a Sublease is in effect, the same manner and standard of maintenance, service, repair or overhaul used by the Sublessee with respect to similar aircraft operated by the Sublessee in similar circumstances; PROVIDED, HOWEVER, that in all circumstances the Aircraft shall be maintained by Lessee (or any Permitted Sublessee) in accordance with respect maintenance standards required by, or substantially equivalent to Similar Aircraft operated by it and without in any way discriminating against those required by, the Aircraft on FAA or the basis central civil aviation authority of its leased status Canada, France, Germany, Japan, the Netherlands or otherwisethe United Kingdom; (Ciii) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreementregistered; and (Div) promptly furnish or cause to be furnished to Lessor any and the Owner Participant such information reasonably as may be required to enable Lessor to perform file any applicable government filings reports required to be filed by Lessor or the Owner Participant with any governmental authority because of the owner Lessor's ownership of the Aircraft.

Registration and Maintenance. LesseeThe Borrower shall, at its own cost and expense, shall : (or shall cause any Sublessee to): i) (A) forthwith upon delivery of the delivery thereof hereunderAircraft, cause the Aircraft to be duly registered in the name of Lessorthe Borrower, and, subject to clause (3) of this Section 7(a) and Section 7(d) of the Participation Agreement, at all times thereafter to remain duly registered in the United States of America in the name of Lessor the Borrower under the Transportation Code, provided PROVIDED, that Lessor Lender shall execute and deliver all such documents as Lessee (or any Sublessee) the Borrower may reasonably request for the purpose of effecting and continuing such registration, registration and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, except as provided in Section 7(d(B) upon delivery of the Participation Agreement andAircraft, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture Security Agreement to be duly recorded filed for recording with the FAA, and at all times thereafter so long as the Loan shall be outstanding or any amount shall be owing to the Lender, cause the Security Agreement to be maintained of record as a first priority mortgage on the Aircraft; Aircraft (Bsubject to Permitted Liens); (ii) inspect, maintain, service, repair and/or repair, and overhaul (or cause to be inspected, maintained, serviced, repaired and/or repaired, and overhauled) the Aircraft (i) and any engine which is not an Engine but which is installed on the Aircraft), so as to keep the Aircraft in as good an operating condition as when originally delivered to Lessee (the Borrower on the Delivery Date, ordinary wear and tear excepted, in compliance at all times with the Borrower's FAA-approved maintenance program and in accordance with all applicable FAA regulations for the Aircraft (including all FAA airworthiness directives applicable to the Aircraft) and to keep the Aircraft in such condition as may be necessary to enable all certificates, licenses, permits and authorizations required for the use and operation of the Aircraft and each Engine including the airworthiness certification for the Aircraft to be maintained in good standing at all times under Part 121 of the Federal Aviation Regulations Transportation Code except when (or any successor provisionw) (or under the applicable requirements of the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operationalstored, (bx) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or Agreement, (cy) when all Airbus Industrie A320 Family Embraer EMB-145 aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") same year of manufacture have been grounded by the FAA or under the laws of any jurisdiction (in which case the Aircraft may then shall be registered as permitted by Section 7(d) of the Participation Agreementmaintained in accordance with Borrower's FAA-approved maintenance program for aircraft stored and not in operation), or (z) laws or regulations affecting airworthiness are being contested in good faith and by appropriate proceedings so long as such aviation authority has revoked proceedings would not reasonably be expected to materially adversely affect the Lender or suspended its legal or financial interest in the airworthiness certificates for all such aircraftAircraft, PROVIDED, that in the case of (w) and (iix) above such storage, service, repair, maintenance, overhaul, test or modification is in accordance with applicable FAA regulations at such time and in accordance with the Borrower's FAA-approved maintenance program approved by the government of registry for the Aircraft and utilizing in substantially the same manner of maintenanceand with the same care as the Borrower inspects, servicemaintains, repair services, repairs or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft overhauls similar aircraft operated by it and without the Borrower in any way discriminating against the Aircraft on the basis of its leased status or otherwisesimilar circumstances; and (Ciii) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or FAA. Subject in all cases to the aviation authority provisions of any this Agreement and the other jurisdiction Borrower Loan Documents, determination of the appropriate course of action in which maintenance, including the means of compliance with airworthiness directives, and all other matters pertaining to the Aircraft may then will be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) within the reasonable discretion of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the AircraftBorrower.

Registration and Maintenance. LesseeThe Owner, at its own cost and expense, shall (or shall cause any Sublessee Lessee to): (Ai) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessorits name, and, subject to clause (3) the second paragraph of this Section 7(a7.02(a) and Section 7(d8(f) of the Participation Agreement, to remain duly registered in the name of Lessor the Owner under the Transportation CodeFederal Aviation Act, provided PROVIDED that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and Owner shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code Federal Aviation Act at any time, time except as provided in Section 7(d8(f) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, and shall cause the this Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (Bii) maintain, service, repair and/or and overhaul (or cause to be maintained, serviced, repaired and/or and overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered initially subjected to Lessee (the Lien hereof, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations or during maintenance or modification permitted hereunder) under Part 121 of the Federal Aviation Regulations Act, except when all [Airbus Model A319-100] [Boeing Model 757-300] [Boeing Model 747-400] aircraft powered by engines of the same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this from time to time in accordance with Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftand utilizing, and (ii) except during any period that a Lease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft operated by it and without in any way discriminating against the Aircraft on the basis of its leased status or otherwise; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraft.-35-

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): (A) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause (3) 3 of this Section 7(a) and Section 7(d) of the Participation Agreement, to remain duly registered in the name of Lessor under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, time except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B) maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered by the Seller to Lessee (Lessee, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage or during maintenance or modification permitted hereunder) under Part 121 the Transportation Code, except when all of Lessee's Airbus Model A[319][320][321] aircraft powered by engines of the Federal Aviation Regulations same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable from time to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction time in which the Aircraft may then be registered as permitted by accordance with Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftutilizing, and (ii) except during any period that a Sublease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft similar aircraft operated by it Lessee in similar circumstances and without utilizing, during any period that a Sublease is in any way discriminating against effect, the Aircraft on same manner and standard of maintenance, service, repair or overhaul used by the basis of its leased status or otherwiseSublessee with respect to similar aircraft operated by the Sublessee in similar circumstances; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreementregistered; and (D) promptly furnish or cause to be furnished to Lessor any and the Owner Participant such information reasonably as may be required to enable Lessor to perform file any applicable government filings reports required to be filed by Lessor or the Owner Participant with any governmental authority because of the owner Lessor's ownership of the Aircraft.

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): (A) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause (3) 3 of this Section 7(a) and Section 7(d) of the Participation Agreement, to remain duly registered in the name of Lessor under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, time except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B) maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered by the Seller to Lessee (Lessee, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage or during maintenance or modification permitted hereunder) under Part 121 the Transportation Code, except when all of Lessee's Airbus Model A___(2) aircraft powered by engines of the Federal Aviation Regulations same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable from time to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction time in which the Aircraft may then be registered as permitted by accordance with Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftutilizing, and (ii) except during any period that a Sublease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft similar aircraft operated by it Lessee in similar circumstances and without utilizing, during any period that a Sublease is in any way discriminating against effect, the Aircraft on same manner and standard of maintenance, service, repair or overhaul used by the basis of its leased status or otherwiseSublessee with respect to similar aircraft operated by the Sublessee in similar circumstances; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreementregistered; and (D) promptly furnish or cause to be furnished to Lessor any and the Owner Participant such information reasonably as may be required to enable Lessor to perform file any applicable government filings reports required to be filed by Lessor or the Owner Participant with any governmental authority because of the owner Lessor's ownership of the Aircraft.

Registration and Maintenance. LesseeThe Owner, at its own cost and expense, shall (or shall cause any Sublessee Lessee to): (Ai) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessorits name, and, subject to clause (3) the second paragraph of this Section 7(a7.02(a) and Section 7(d8(f) of the Participation Agreement, to remain duly registered in the name of Lessor the Owner under the Transportation CodeFederal Aviation Act, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and Owner shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code Federal Aviation Act at any time, time except as provided in Section 7(d8(f) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, and shall cause the this Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (Bii) maintain, service, repair and/or and overhaul (or cause to be maintained, serviced, repaired and/or and overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered initially subjected to Lessee (the Lien hereof, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations or during maintenance or modification permitted hereunder) under Part 121 of the Federal Aviation Regulations Act, except when all Boeing Model 747-400 aircraft powered by engines of the same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this from time to time in accordance with Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftand utilizing, and (ii) except during any period that a Lease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft operated by it and without in any way discriminating against the Aircraft on the basis of its leased status or otherwise; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraft.by

Registration and Maintenance. LesseeThe Owner, at its own ---------------------------- cost and expense, shall (or shall cause any Sublessee Permitted Lessee to): (Ai) forthwith upon on or prior to the delivery thereof hereunderClosing Date, cause the Aircraft to be duly registered in the name of Lessorits name, and, subject to clause subparagraph (3) of this Section 7(a) and Section 7(d) of the Participation Agreement4.01(a), to remain duly registered in the its name of Lessor under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the AircraftFederal Aviation Act; (Bii) maintain, service, repair and/or repair, and overhaul (or cause to be maintained, serviced, repaired and/or repaired, and overhauled) the Aircraft (iand any engine which is not an Engine but which is installed on the Aircraft) (x) so as at all times to keep the Aircraft in as good an operating condition as when delivered to Lessee (condition, ordinary wear and tear excepted) and in such condition , as may be necessary to enable the airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations) under Part 121 of (I) the Federal Aviation Regulations Act, except when all of Owner's Boeing Model 747-422 aircraft [Trust Indenture And Mortgage (2001-1 747-1)] (powered by engines of the same type as those with which the Airframe shall be equipped at the time of such grounding) registered in the United States have been grounded by the FAA unless such grounding was caused by the failure of Owner to maintain, service, repair and overhaul the Aircraft in accordance with the terms hereof, or any successor provision(II) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted from time to time, except when all of Owner's Boeing Model 747-422 aircraft (powered by this Section 7(a), Section 7(b) hereof or Section 7(d) engines of the Participation Agreementsame type as those with which the Airframe shall be equipped at the time of such grounding) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") registered in such jurisdiction have been grounded by the FAA or under aeronautical authority of such jurisdiction unless such grounding was caused by the laws failure of any jurisdiction in which Owner to maintain, service, repair and overhaul the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, and (ii) in accordance with the maintenance program approved by the government of registry for the Aircraft terms hereof and utilizing (y) in substantially the same manner of maintenance, service, repair or overhaul used by Lessee as Owner (or any Permitted SublesseeLessee) with respect to Similar Aircraft maintains, services, repairs or overhauls similar aircraft operated by it Owner (or Permitted Lessee) in similar circumstances and without in any way discriminating against the Aircraft on the basis of its leased status or otherwiseAircraft; and (Ciii) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraftregistered.

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): (Ai) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause (3) the second paragraph of this Section 7(a) and Section 7(d8(f) of the Participation Agreement, to remain duly registered in the name of Lessor under the Transportation CodeFederal Aviation Act, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code Federal Aviation Act at any time, time except as provided in Section 7(d8(f) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, and shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (Bii) maintain, service, repair and/or and overhaul (or cause to be maintained, serviced, repaired and/or and overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered to Lessee (hereunder, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations or during maintenance or modification permitted hereunder) under Part 121 of the Federal Aviation Regulations (or any successor provision) (or under the applicable requirements of the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a)Act, Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family Model [A320-200] [A319-100] aircraft of comparable vintage and configuration, powered by powerplants engines of the same type as those with which the Airframe shall be equipped at the time of such grounding and having systems and avionics comparable to registered in the Aircraft ("Similar Aircraft") United States have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or (although such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, and (ii) in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing the same manner of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft operated by it and without in any way discriminating against the Aircraft on the basis of its leased status or otherwise; (C) maintain or cause to certification need actually be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraft.only

Registration and Maintenance. Lessee, at its own cost and expense, shall The Borrower shall: (or shall cause any Sublessee to): 1) (Aa) forthwith upon on the delivery thereof hereunderDelivery Date for each Aircraft, cause the such ---------------------------- Aircraft to be duly registered in the its name of Lessor, (if not so registered) and, subject to clause (3) of this Section 7(a) and Section 7(d) of the Participation Agreementat all times thereafter, to remain duly registered in the United States of America in its name of Lessor under the Transportation CodeFederal Aviation Act and (b) on the Delivery Date for each Aircraft, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture this Mortgage to be duly recorded and in the name of the Collateral Agent for the benefit of the Lender and, at all times thereafter, so long as any Note shall be outstanding or any amount shall be owing to the Lender (but subject to Section 15.01(b)), cause this Mortgage to be so maintained of record as a first priority and perfected mortgage on the Aircraft; (B2) maintain, service, repair and/or repair, and overhaul (or cause to be maintained, serviced, repaired and/or repaired, and overhauled) each Aircraft (iand any engine which is not an Engine but which is installed on an Aircraft) (a) so as to keep the such Aircraft in as good an operating condition as when delivered to Lessee the Borrower by the Manufacturer (ordinary wear and tear excepted) and so as to keep such Aircraft in good operating condition and in such condition as may be necessary to enable the airworthiness certification for the such Aircraft to be maintained in good standing at all times under Part 121 of the Federal Aviation Regulations Act except when (or any successor provisioni) (or under the applicable requirements of the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the such Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease Mortgage or (cii) when all Airbus Industrie A320 Family A319-111 aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") and/or configuration have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftFAA, and (iib) in accordance with the maintenance program approved by the government of registry Maintenance Program for the such Aircraft and utilizing the same manner of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft operated by it and without in any way discriminating against the Aircraft on the basis of its leased status or otherwise; such Aircraft, and (C3) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the AircraftFAA.

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): (A) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause (3) 3 of this Section 7(a) and Section 7(d) of the Participation Agreement, to remain duly registered in the name of Lessor under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, time except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B) maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered by the Seller to Lessee (Lessee, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage or during maintenance or modification permitted hereunder) under Part 121 the Transportation Code, except when all Airbus Model A319 aircraft powered by engines of the Federal Aviation Regulations same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable from time to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction time in which the Aircraft may then be registered as permitted by accordance with Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftutilizing, and (ii) except during any period that a Sublease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft similar aircraft operated by it Lessee in similar circumstances and without utilizing, during any period that a Sublease is in any way discriminating against effect, the Aircraft on same manner and standard of maintenance, service, repair or overhaul used by the basis of its leased status or otherwiseSublessee with respect to similar aircraft operated by the Sublessee in similar circumstances; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreementregistered; and (D) promptly furnish or cause to be furnished to Lessor any and the Owner Participant such information reasonably as may be required to enable Lessor to perform file any applicable government filings reports required to be filed by Lessor or the Owner Participant with any governmental authority because of the owner Lessor's ownership of the Aircraft.

Registration and Maintenance. LesseeThe Grantor, at its own cost and expense, shall (or shall cause any Sublessee Permitted Lessee to): (Ai) forthwith upon on or prior to the delivery thereof hereunderClosing Date (and, with respect to any Aircraft acquired after the Closing Date, on the date of such acquisition), cause the each Aircraft to be duly registered in the name of Lessorits name, and, subject to clause subparagraph (3) of this Section 7(a) and Section 7(d) of the Participation Agreement2.01(a), to remain duly registered in the its name of Lessor under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the AircraftTitle 49; (Bii) maintain, service, repair and/or repair, and overhaul (or cause to be maintained, serviced, repaired and/or repaired, and overhauled) each Aircraft (iand any engine or part which is not an Engine or Part but which is installed on such Aircraft), Engine, Spare Engine and Spare Part (x) so as at all times to keep the Aircraft such Aircraft, Engine, Spare Engine and Spare Part in as good an operating condition as when delivered initially subjected to Lessee (the Lien hereof, ordinary wear and tear excepted) and ; and, in such condition the case of an Aircraft, as may be necessary to enable the airworthiness certification for the such Aircraft to be maintained in good standing at all times under Part 121 (other than during temporary periods of storage in accordance with applicable regulations, provided that the Grantor complies with the requirements of Section 5.19(a) of the Federal Aviation Regulations Credit Agreement in connection with any such storage) under (I) Title 49, except when all of the Grantor's aircraft similar to such Aircraft (powered by engines of the same type as those with which such Aircraft shall be equipped at the time of such grounding) registered in the United States have been grounded by the FAA unless such grounding was caused by the failure of the Grantor to maintain, service, repair and overhaul such Aircraft in accordance with the terms hereof, or (II) the applicable laws of any other jurisdiction in which such Aircraft may then be registered from time to time, except when all of the Grantor's aircraft similar to such Aircraft (powered by engines of the same type as those with which such Aircraft shall be equipped at the time of such grounding) registered in such jurisdiction have been grounded by the aeronautical authority of such jurisdiction unless such grounding was caused by the failure of the Grantor to maintain, service, repair and overhaul such Aircraft in accordance with the terms hereof provided, that notwithstanding the provisions of this clause (ii), the Grantor shall be permitted to survey or break down into component Spare Parts a total of up to three (3) Engines or Spare Engines which are surplus, obsolete, negligible or uneconomical as Engines or Spare Engines during the period beginning on the Closing Date and ending on the Maturity Date, (y) in substantially the same manner as the Grantor (or any successor provisionPermitted Lessee) maintains, services, repairs or overhauls similar aircraft and engines operated by the Grantor (or under Permitted Lessee) in similar circumstances and (z) except to the extent that the Collateral Agent may otherwise agree in writing (in its reasonable discretion), in compliance with all applicable mandatory service bulletins and airworthiness directives issued by the FAA (or comparable rules and regulations issued by the applicable requirements of the aviation authority regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(bsame is registered) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable from time to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, and (ii) in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing the same manner of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft operated by it and without in any way discriminating against the Aircraft on the basis of its leased status or otherwisetime; (Ciii) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft such Aircraft, Engine, Spare Engines and Spare Parts by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the such Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreementregistered; and (Div) promptly furnish or cause to Lessor any be furnished to the Collateral Agent such information reasonably as may be required to enable Lessor the Collateral Agent to perform file any applicable government filings reports required to be filed by the Collateral Agent with any governmental authority because of the owner of the Aircraftsuch person's interest in such Aircraft hereunder.

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): (Ai) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause (3) the second paragraph of this Section 7(a) and Section 7(d8(f) of the Participation Agreement, to remain duly registered in the name of Lessor under the Transportation CodeFederal Aviation Act, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code Federal Aviation Act at any time, time except as provided in Section 7(d8(f) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, and shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (Bii) maintain, service, repair and/or and overhaul (or cause to be maintained, serviced, repaired and/or and overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered to Lessee (hereunder, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations or during maintenance or modification permitted hereunder) under Part 121 of the Federal Aviation Regulations Act, except when all British Aerospace Avro 146-RJ85A aircraft powered by engines of the same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable from time to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, and (ii) in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing the same manner of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft operated by it and without in any way discriminating against the Aircraft on the basis of its leased status or otherwise; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraft.time in

Registration and Maintenance. Lessee, at its own cost and ---------------------------- expense, shall (or shall cause any Sublessee to): (Ai) forthwith upon on the delivery thereof hereunderEffective Date, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause subparagraph (3) of this Section 7(a) and Section 7(d) of the Participation Agreement), to remain duly registered in the name of Lessor under the Transportation CodeFederal Aviation Act (except as otherwise required by applicable law or to the extent that such registration cannot be effected because of Lessor's or Owner Participant's failure to comply with the citizenship or other eligibility requirements for registration of aircraft under such Act), provided that Lessor and Owner Participant shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, Lessee shall cause the Primary Lessor Mortgage and the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the AircraftAircraft in all jurisdictions reasonably requested by the Indenture Trustee; (Bii) maintain, service, repair and/or repair, test and overhaul (or cause to be maintained, serviced, repaired and/or repaired, tested and overhauled) the Aircraft (iand any engine which is not an Engine but which is installed on the Aircraft); (x) so as to keep the Aircraft in as good an operating condition as when delivered to Lessee (on the Delivery Date, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations) under Part 121 of (I) the Federal Aviation Regulations Act, except when all Boeing Model 747-422 aircraft (powered by engines of the same type as those with which the Airframe shall be equipped at the time of such grounding) registered in the United States have been grounded by the FAA, or any successor provision(II) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted from time to time, except when all Boeing Model 747-422 aircraft (powered by this Section 7(a), Section 7(b) hereof or Section 7(d) engines of the Participation Agreement) except (a) when same type as those with which the Aircraft is being temporarily stored and is not operational, (bshall be equipped at the time of such grounding) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") registered in such jurisdiction have been grounded by the FAA or under the laws aeronautical authorities of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, jurisdiction; and (iiy) in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing the same manner of maintenanceas Lessee (or, serviceif under Sublease, repair Sublessee) maintains, services, repairs, tests or overhaul used overhauls similar aircraft operated by Lessee (or any Permitted or, if under Sublease, Sublessee) with respect to Similar Aircraft operated by it in similar circumstances and without in any way discriminating against the Aircraft on (including, without limitation, in regard to terminating any airworthiness directive issued by the basis FAA in regard to the Aircraft), whether by reason of its leased status or otherwise, or such other manner as shall have been approved by [First Amended and Restated Lease Agreement (1989 I)] Lessor; (Ciii) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA and the applicable regulatory agency or the aviation authority body of any other jurisdiction in which the Aircraft may then be registered (which records, logs and other materials shall, as permitted between Lessor and Lessee and all parties claiming through Lessee, be the property of Lessor but shall be maintained by Lessee during the Term of this Section 7(a), Section 7(b) hereof or Section 7(d) Lease and shall become the property of Lessee upon Lessee's purchase of the Participation AgreementLessor's interest in the Aircraft pursuant to the terms of this Lease or upon the occurrence of an Event of Loss and Lessee's compliance with Section 10(a)(i)); and (Div) promptly furnish or cause to be furnished to Lessor any or Owner Participant such information reasonably as may be required to enable Lessor to perform file any applicable government filings reports required to be filed by Lessor or Owner Participant with any governmental authority because of the owner of Lessor's or Owner Participant's interest in the Aircraft.

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): (A) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause (3) 3 of this Section 7(a) and Section 7(d) of the Participation Agreement, to remain duly registered in the name of Lessor under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, time except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B) maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered by the Seller to Lessee (Lessee, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage or during maintenance or modification permitted hereunder) under Part 121 the Transportation Code, except when all of Lessee's Airbus Model A[319][320] aircraft powered by engines of the Federal Aviation Regulations same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable from time to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction time in which the Aircraft may then be registered as permitted by accordance with Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftutilizing, and (ii) except during any period that a Sublease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft similar aircraft operated by it Lessee in similar circumstances and without utilizing, during any period that a Sublease is in any way discriminating against effect, the Aircraft on same manner and standard of maintenance, service, repair or overhaul used by the basis of its leased status or otherwiseSublessee with respect to similar aircraft operated by the Sublessee in similar circumstances; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreementregistered; and (D) promptly furnish or cause to be furnished to Lessor any and the Owner Participant such information reasonably as may be required to enable Lessor to perform file any applicable government filings reports required to be filed by Lessor or the Owner Participant with any governmental authority because of the owner Lessor's ownership of the Aircraft.

Registration and Maintenance. LesseeOwner, at its own cost and expense, shall (or shall cause any Sublessee Lessee to): (A) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of LessorOwner (or any Lessee), and, subject to clause (3ii) of this Section 7(a7.02(a) and Section 7(d7(b) of the Participation Agreement, to remain duly registered in the name of Lessor Owner (or any Lessee) under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, time except as provided in Section 7(d7(b) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B) maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered by the Seller to Lessee (Owner, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage or during maintenance or modification permitted hereunder) under Part 121 the Transportation Code, except when all of Owner's Airbus Model A___ aircraft powered by engines of the Federal Aviation Regulations same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), from time to time in accordance with Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftutilizing, and (ii) except during any period that a Lease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) Owner with respect to Similar Aircraft similar aircraft operated by it Owner in similar circumstances and without utilizing, during any period that a Lease is in any way discriminating against effect, the Aircraft on same manner and standard of maintenance, service, repair or overhaul used by the basis of its leased status or otherwiseLessee with respect to similar aircraft operated by the Lessee in similar circumstances; and (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraftregistered.

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): (A) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause (3) 3 of this Section 7(a) and Section 7(d) of the Participation Agreement, to remain duly registered in the name of Lessor under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, time except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B) maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered by the Seller to Lessee (Lessee, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage or during maintenance or modification permitted hereunder) under Part 121 the Transportation Code, except when all of Lessee's Airbus Model A[321][330] aircraft powered by engines of the Federal Aviation Regulations same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable from time to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction time in which the Aircraft may then be registered as permitted by accordance with Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftutilizing, and (ii) except during any period that a Sublease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft similar aircraft operated by it Lessee in similar circumstances and without utilizing, during any period that a Sublease is in any way discriminating against effect, the Aircraft on same manner and standard of maintenance, service, repair or overhaul used by the basis of its leased status or otherwiseSublessee with respect to similar aircraft operated by the Sublessee in similar circumstances; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreementregistered; and (D) promptly furnish or cause to be furnished to Lessor any and the Owner Participant such information reasonably as may be required to enable Lessor to perform file any applicable government filings reports required to be filed by Lessor or the Owner Participant with any governmental authority because of the owner Lessor's ownership of the Aircraft.

Registration and Maintenance. LesseeOwner, at its own cost and expense, shall (or shall cause any Sublessee Lessee to): (A) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of LessorOwner (or any Lessee), and, subject to clause (3ii) of this Section 7(a7.02(a) and Section 7(d7(b) of the Participation Agreement, to remain duly registered in the name of Lessor Owner (or any Lessee) under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, time except as provided in Section 7(d7(b) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B) maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered by the Seller to Lessee (Owner, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage or during maintenance or modification permitted hereunder) under Part 121 the Transportation Code, except when all of Owner's Airbus Model A330 aircraft powered by engines of the Federal Aviation Regulations same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), from time to time in accordance with Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftutilizing, and (ii) except during any period that a Lease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) Owner with respect to Similar Aircraft similar aircraft operated by it Owner in similar circumstances and without utilizing, during any period that a Lease is in any way discriminating against effect, the Aircraft on same manner and standard of maintenance, service, repair or overhaul used by the basis of its leased status or otherwiseLessee with respect to similar aircraft operated by the Lessee in similar circumstances; and (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraftregistered.

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): (A) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause (3) 3 of this Section 7(a) and Section 7(d) of the Participation Agreement, to remain duly registered in the name of Lessor under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, time except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B) maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered by the Seller to Lessee (Lessee, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage or during maintenance or modification permitted hereunder) under Part 121 the Transportation Code, except when all of Lessee's Airbus Model A___(5) aircraft powered by engines of the Federal Aviation Regulations same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable from time to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction time in which the Aircraft may then be registered as permitted by accordance with Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftutilizing, and (ii) except during any period that a Sublease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft similar aircraft operated by it Lessee in similar circumstances and without utilizing, during any period that a Sublease is in any way discriminating against effect, the Aircraft on same manner and standard of maintenance, service, repair or overhaul used by the basis of its leased status or otherwiseSublessee with respect to similar aircraft operated by the Sublessee in similar circumstances; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreementregistered; and (D) promptly furnish or cause to be furnished to Lessor any and the Owner Participant such information reasonably as may be required to enable Lessor to perform file any applicable government filings reports required to be filed by Lessor or the Owner Participant with any governmental authority because of the owner Lessor's ownership of the Aircraft. ------------------- (5) Insert "A319", "A320" or "A330", as applicable.

Registration and Maintenance. LesseeThe Company, at its own cost and expense, shall (or shall cause any Sublessee Permitted Lessee to): (A) forthwith upon on or prior to the delivery thereof hereunderClosing Date, cause the each Aircraft to be duly registered in the name of LessorCompany's name, and, subject to clause subparagraph (3iii) of this Section 7(a) and Section 7(d) of the Participation Agreement2.01(a), to remain duly registered in the Company's name of Lessor under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the AircraftFederal Aviation Act; (B) maintain, service, repair and/or repair, and overhaul (or cause to be maintained, serviced, repaired and/or repaired, and overhauled) each Aircraft (iand any engine which is not an Engine and any propeller which is not a Propeller but which, in either case, is installed on any Aircraft), Spare Engine and each of the Pledged Spare Parts (x) so as at all times to keep the each Aircraft in as good an operating condition as when delivered initially subjected to Lessee (the Lien hereof, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the airworthiness certification for the such Aircraft to be maintained in good standing at all times (other than during temporary periods of maintenance, overhaul or storage in accordance with applicable regulations) under Part 121 of the Federal Aviation Regulations (Act or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the such Aircraft may then be registered from time to time and in substantially the same manner as permitted by this Section 7(a)the Company (or any Permitted Lessee) maintains, Section 7(b) hereof services, repairs or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operationaloverhauls similar aircraft, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested engines or modified as permitted or required propellers operated by the terms of this Lease Company (or Permitted Lessee) in similar circumstances; (cy) when so as to keep the Spare Engines in an airworthy condition and suitable for installation and operation on an Airframe in accordance with any applicable maintenance program and in compliance with all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the applicable airworthiness certificates for all such aircraft, directives; and (iiz) so as to maintain the Pledged Spare Parts in good working order and condition and shall perform all maintenance thereon necessary for that purpose and in accordance with the maintenance program approved by requirements of each of the government Manufacturer's manuals and mandatory service bulletins and each of registry the Manufacturer's non-mandatory service bulletins which relate to airworthiness, excluding Pledged Spare Parts that have become worn out or obsolete or unfit for the Aircraft use and utilizing the same manner of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft operated by it and without in any way discriminating against the Aircraft on the basis of its leased status or otherwiseare not reasonably repairable; (C) maintain or cause to be maintained in English all recordsRecords, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority of any other jurisdiction applicable regulatory agency or body in which the Aircraft may then be registered as permitted by this Section 7(a)respect of each Aircraft, Section 7(b) hereof or Section 7(d) Spare Engine and each of the Participation AgreementPledged Spare Parts; and (D) promptly furnish or cause to Lessor be furnished to the Collateral Agent, the Board or any Lender such information reasonably as may be required to enable Lessor the Collateral Agent, the Board or any Lender to perform file any applicable government filings reports required to be filed by the Collateral Agent, the Board or any Lender with any Governmental Authority because of the owner of such person's interest in the Aircraft, Spare Engines or Pledged Spare Parts hereunder.

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): (Ai) forthwith upon delivery of the delivery thereof hereunderAircraft, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause subparagraph (3) of this Section 7(a) and Section 7(d) of the Participation Agreement), to remain duly registered in the name of Lessor Lessor, under the Transportation CodeFederal Aviation Act (except as otherwise required by applicable law or to the extent that such registration cannot be effected because of Lessor's or the Owner Participant's failure to comply with the citizenship or other eligibility requirements for registration of aircraft under such Act), provided that Lessor and the Owner Participant shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, Lessee shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (Bii) maintain, service, repair and/or repair, and overhaul (or cause to be maintained, serviced, repaired and/or repaired, and overhauled) the Aircraft (ix) so as to keep the Aircraft in as good an operating a condition as when delivered to Lessee (delivered, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations) under Part 121 of (I) the Federal Aviation Regulations Act, except when all Lessee's Boeing Model 757-222 aircraft (powered by engines of the same type as those with which the Airframe shall be equipped at the time of such grounding) registered in the United States have been grounded by the FAA, or any successor provision(II) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted from time to time, except when all Lessee's Boeing Model 757-222 aircraft (powered by this Section 7(a), Section 7(b) hereof or Section 7(d) engines of the Participation Agreement) except (a) when same type as those with which the Aircraft is being temporarily stored and is not operational, (bshall be equipped at the time of such grounding) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") registered in such jurisdiction have been grounded by the FAA or under the laws aeronautical authorities of any such jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, and (iiy) in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing substantially the same manner as Lessee (or any Sublessee) maintains, services, repairs and overhauls similar aircraft of maintenance, service, repair or overhaul used the same type operated by Lessee (or any Permitted such Sublessee) with respect to Similar Aircraft operated by it in similar circumstances and without in any way discriminating against the Aircraft on the basis Aircraft, whether by reason of its leased status or otherwise; or such other manner as shall have been approved by Lessor and Mortgagee; (Ciii) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreementregistered; and (Div) promptly furnish or cause to be furnished to Lessor any and the Owner Participant such information reasonably as may be required to enable Lessor or the Owner Participant to perform file any applicable government filings reports required to be filed by Lessor or the Owner Participant with any governmental authority because of the owner Lessor's ownership of the Aircraft.

Registration and Maintenance. The Lessee, at its own cost and expense, shall shall: (or shall cause any Sublessee to): (Ai) forthwith upon the delivery thereof hereunder, cause the each Aircraft to be duly registered and at all times thereafter to remain duly registered, in the name of Lessorthe Lessor as the owner thereof under the Federal Aviation Act and shall not take any action or fail to take any actions which would cause such registration not to remain effective during the Term for such Aircraft; (ii) service, andrepair, subject maintain, overhaul and test each Airframe and each Engine (and each engine which is not an Engine but is installed on an Airframe) or cause the same to clause be done in accordance with Lessee’s maintenance program approved by the FAA (3) and in compliance with all airworthiness directives thereof, except to the extent compliance would not be required on return of this Section 7(a) and Section 7(d) an Aircraft at the expiration of the Participation Agreement, to remain duly registered in the name of Lessor under the Transportation Code, provided that Lessor shall execute and deliver all Term for such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registrationAircraft), and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B) maintain, service, repair and/or overhaul (keep or cause to be maintained, serviced, repaired and/or overhauledkept each Airframe and each Engine (and each such other engine) (i) so as to keep the Aircraft in as good an operating condition and repair and appearance as when then delivered to the Lessee (by the Lessor hereunder, ordinary wear and tear excepted, (ii) and in such operating condition as may be necessary to enable the airworthiness certification for of the Aircraft to be maintained in good standing at all times under Part 121 the applicable rules and regulations of the Federal Aviation Regulations (or any successor provision) (or under FAA and the applicable requirements FAA-approved maintenance program of the aviation authority Lessee and (iii) in good operating condition in accordance with all mandatory service bulletins and airworthiness directives of any other jurisdiction the United States Government and in which substantially the same manner as the Lessee services, repairs, maintains, overhauls and tests similar aircraft operated by the Lessee in similar circumstances and in accordance with the Lessee’s maintenance program approved by the FAA and without discriminating against the Aircraft may then be registered as permitted by this Section 7(a)with respect to its maintenance, Section 7(b) hereof repair, condition or Section 7(d) of overhaul status based upon the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms existence of this Lease or the Finance Lease; provided that if all Boeing 767-200 aircraft (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to engines of the Aircraft ("Similar Aircraft"same type as those with which the Airframes shall be equipped at the time of grounding) have been grounded by the FAA or under FAA, the laws Lessee shall not be required to maintain such certification of airworthiness; provided, further, that if the airworthiness certificate of any jurisdiction in Aircraft shall be withdrawn, then, subject to Section 10, so long as the Lessee is taking or causing to be taken all necessary action to correct promptly the condition which caused such withdrawal, no Lease Event of Default shall arise from such withdrawal; provided, further, that nothing herein shall be deemed to prevent the Lessee from taking an Aircraft may then be registered as out of service for maintenance or modifications permitted by Section 7(d) of the Participation Agreement, hereunder or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, and (ii) storage in accordance with the maintenance program approved by the government of registry applicable FAA requirements, as appropriate and sound practice for the Aircraft and utilizing the same manner of maintenance, service, repair or overhaul used by Lessee such storage; (or any Permitted Sublessee) with respect to Similar Aircraft operated by it and without in any way discriminating against the Aircraft on the basis of its leased status or otherwise; (Ciii) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation AgreementFAA; and and (Div) promptly furnish or cause to be furnished to the Lessor any such information reasonably as may be required to enable the Lessor to perform file any applicable government filings reports required to be filed by the Lessor with any Governmental Authority because of the owner Lessor’s ownership of the Aircraft.

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): (Ai) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause (3) the second paragraph of this Section 7(a) and Section 7(d8(f) of the Participation Agreement, to remain duly registered in the name of Lessor under the Transportation CodeFederal Aviation Act, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code Federal Aviation Act at any time, time except as provided in Section 7(d8(f) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, and shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (Bii) maintain, service, repair and/or and overhaul (or cause to be maintained, serviced, repaired and/or and overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered by the Manufacturer to Lessee (Lessee, ordinary wear and tear excepted) , so as to maintain in effect all material Manufacturer's warranties, and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations or during maintenance or modification permitted hereunder) under Part 121 of the Federal Aviation Regulations (or any successor provision) (or under the applicable requirements Act, except when all British Aerospace Avro 146-RJ85A aircraft powered by engines of the aviation authority of any other jurisdiction in same type as those with which the Aircraft may then Airframe shall be equipped at the time of such grounding and registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of in the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or under the applicable laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, and (ii) in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing the same manner of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft operated by it and without in any way discriminating against the Aircraft on the basis of its leased status or otherwise; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraft.other

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): (Ai) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause (3) the second paragraph of this Section 7(a) and Section 7(d8(f) of the Participation Agreement, to remain duly registered in the name of Lessor under the Transportation CodeFederal Aviation Act, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code Federal Aviation Act at any time, time except as provided in Section 7(d8(f) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, and shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (Bii) maintain, service, repair and/or and overhaul (or cause to be maintained, serviced, repaired and/or and overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered to Lessee (hereunder, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations or during maintenance or modification permitted hereunder) under Part 121 of the Federal Aviation Regulations Act, except when all Boeing Model 747-400 aircraft powered by engines of the same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this from time to time in accordance with Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftand utilizing, and (ii) except during any period that a Sublease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee with respect to similar aircraft operated by Lessee in similar circumstances and utilizing, during any period that a Sublease is in effect, the same manner and standard of maintenance, service, repair or overhaul used by the Sublessee with respect to similar aircraft operated by the Sublessee in similar circumstances; provided, however, that in all circumstances the Aircraft shall be maintained by Lessee (or any Permitted Sublessee) in accordance with respect maintenance standards required by, or substantially equivalent to Similar Aircraft operated by it and without in any way discriminating against those required by, the Aircraft on FAA or the basis central civil aviation authority of its leased status Canada, France, Germany, Japan, the Netherlands or otherwisethe United Kingdom; (Ciii) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreementregistered; and (Div) promptly furnish or cause to be furnished to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of and the owner of the Aircraft.Owner

Registration and Maintenance. LesseeThe Owner, at its own cost and expense, shall (or shall cause any Sublessee Lessee to): (Ai) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessorits name, and, subject to clause (3) the second paragraph of this Section 7(a7.02(a) and Section 7(d8(f) of the Participation Agreement, to remain duly registered in the name of Lessor the Owner under the Transportation CodeFederal Aviation Act, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and Owner shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code Federal Aviation Act at any time, time except as provided in Section 7(d8(f) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, and shall cause the this Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (Bii) maintain, service, repair and/or and overhaul (or cause to be maintained, serviced, repaired and/or and overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered initially subjected to Lessee (the Lien hereof, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations or during maintenance or modification permitted hereunder) under Part 121 of the Federal Aviation Regulations Act, except when all Embraer model ERJ 170-200 aircraft powered by engines of the same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority Laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this from time to time in accordance with Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftand utilizing, and (ii) except during any period that a Lease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by the Owner with respect to similar aircraft operated by the Owner in similar circumstances and utilizing, during any period that a Lease is in effect, the same manner and standard of maintenance, service, repair or overhaul used by the Lessee with respect to similar aircraft operated by the Lessee in similar circumstances; provided, however, that in all circumstances the Aircraft shall be maintained by the Owner (or any Permitted SublesseeLessee) in accordance with respect maintenance standards required by, or substantially equivalent to Similar Aircraft operated by it those required by, the FAA or the central civil aviation authority of Canada, France, Germany, Japan, the Netherlands or the United Kingdom; and without in any way discriminating against the Aircraft on the basis of its leased status or otherwise; (Ciii) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraft.other

Registration and Maintenance. LesseeOwner, at its own cost and expense, shall (or shall cause any Sublessee Lessee to): (A) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of LessorOwner (or any Lessee), and, subject to clause (3ii) of this Section 7(a7.02(a) and Section 7(d7(b) of the Participation Agreement, to remain duly registered in the name of Lessor Owner (or any Lessee) under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, time except as provided in Section 7(d7(b) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B) maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered by the Seller to Lessee (Owner, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage or during maintenance or modification permitted hereunder) under Part 121 the Transportation Code, except when all of Owner's Airbus Model [A319][A320] [A321] aircraft powered by engines of the Federal Aviation Regulations same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), from time to time in accordance with Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftutilizing, and (ii) except during any period that a Lease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) Owner with respect to Similar Aircraft similar aircraft operated by it Owner in similar circumstances and without utilizing, during any period that a Lease is in any way discriminating against effect, the Aircraft on same manner and standard of maintenance, service, repair or overhaul used by the basis of its leased status or otherwiseLessee with respect to similar aircraft operated by the Lessee in similar circumstances; and (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraftregistered.

Registration and Maintenance. LesseeThe Owner, at its own cost and ---------------------------- expense, shall (or shall cause any Sublessee Permitted Lessee to): (Ai) forthwith upon on or prior to the delivery thereof hereunderClosing Date, cause the Aircraft to be duly registered in the name of Lessorits name, and, subject to clause subparagraph (3) of this Section 7(a) and Section 7(d) of the Participation Agreement4.01(a), to remain duly registered in the its name of Lessor under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the AircraftFederal Aviation Act; (Bii) maintain, service, repair and/or repair, and overhaul (or cause to be maintained, serviced, repaired and/or repaired, and overhauled) the Aircraft (iand any engine which is not an Engine but which is installed on the Aircraft) (x) so as at all times to keep the Aircraft in as good an operating condition as when delivered to Lessee (condition, ordinary wear and tear excepted) and in such condition , as may be necessary to enable the airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations) under Part 121 of (I) the Federal Aviation Regulations Act, except when all of Owner's [____________] aircraft (powered by engines of the same type as those with which the Airframe shall be equipped at the time of such grounding) registered in the United States have been grounded by the FAA unless such grounding was caused by the failure of Owner to maintain, service, repair and overhaul the Aircraft in accordance with the terms hereof, or any successor provision(II) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted from time to time, except when all of Owner's [__________] aircraft (powered by this Section 7(a), Section 7(b) hereof or Section 7(d) engines of the Participation Agreementsame type as those with which the Airframe shall be equipped at the time of such grounding) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") registered in such jurisdiction have been grounded by the FAA or under aeronautical authority of such jurisdiction unless such grounding was caused by the laws failure of any jurisdiction in which Owner to maintain, service, repair and overhaul the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, and (ii) in accordance with the maintenance program approved by the government of registry for the Aircraft terms hereof and utilizing (y) in substantially the same manner of maintenance, service, repair or overhaul used by Lessee as Owner (or any Permitted SublesseeLessee) with respect to Similar Aircraft maintains, services, repairs or overhauls similar aircraft operated by it Owner (or Permitted Lessee) in similar circumstances and without in any way discriminating against the Aircraft on the basis of its leased status or otherwiseAircraft; and (Ciii) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(aregistered. [Trust Indenture and Mortgage ([_________]), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraft.]

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): shall: (A) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause CLAUSE (3) of this Section SECTION 7(a) ), and Section 7(d) of the Participation Agreementsubject to Lessor's compliance with SECTION 21, to remain duly registered in the name of Lessor under the Transportation Code, provided ; PROVIDED that Lessor shall execute and deliver all such required documents as and any instruments that Lessee (or any Permitted Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit (except to the extent that such registration cannot be effected with the FAA because of Lessor's failure to comply with the U.S. citizenship requirements for registration under the Transportation Code) the Aircraft to be registered under any laws other than the Transportation Code at any time, except as provided in Section 7(dCLAUSE (3) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraftthis SECTION 7(a); (B) on a nondiscriminatory basis relative to the other aircraft which it operates, maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) the Aircraft (i) so as to keep the Aircraft in as good an operating condition as when delivered to Lessee (ordinary wear and tear excepted) and in such condition as necessary to enable the airworthiness certification for the Aircraft to be maintained in good standing at all times under Part 121 of the Federal Aviation Regulations (or any successor provision) (or under the applicable requirements of the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation AgreementSECTION 7 hereof) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family of Lessee's Boeing 747-47UF aircraft of comparable vintage and configuration, powered by powerplants power-plants and having systems and avionics comparable to the Aircraft ("Similar AircraftSIMILAR AIRCRAFT") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation AgreementSECTION 7 hereof, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, and (ii) in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing the same manner of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft operated by it and without in any way discriminating against the Aircraft on the basis of its leased status or otherwise; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation AgreementSECTION 7 hereof; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the AircraftAircraft by such registration jurisdiction.

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): shall: (A) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause CLAUSE (3) of this Section SECTION 7(a) ), and Section 7(d) of the Participation Agreementsubject to Lessor's compliance with SECTION 21, to remain duly registered in the name of Lessor under the Transportation Code, provided ; PROVIDED that Lessor shall execute and deliver all such required documents as and any instruments that Lessee (or any Permitted Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit (except to the extent that such registration cannot be effected with the FAA because of Lessor's failure to comply with the U.S. citizenship requirements for registration under the Transportation Code) the Aircraft to be registered under any laws other than the Transportation Code at any time, except as provided in Section 7(dCLAUSE (3) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraftthis SECTION 7(a); (B) on a nondiscriminatory basis relative to the other aircraft which it operates, maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) the Aircraft (i) so as to keep the Aircraft in as good an operating condition as when delivered to Lessee (ordinary wear and tear excepted) and in such condition as necessary to enable the airworthiness certification for the Aircraft to be maintained in good standing at all times under Part 121 of the Federal Aviation Regulations (or any successor provision) (or under the applicable requirements of the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation AgreementSECTION 7 hereof) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family of Lessee's Boeing 747-46NF aircraft of comparable vintage and configuration, powered by powerplants power-plants and having systems and avionics comparable to the Aircraft ("Similar AircraftSIMILAR AIRCRAFT") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation AgreementSECTION 7 hereof, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, and (ii) in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing the same manner of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft operated by it and without in any way discriminating against the Aircraft on the basis of its leased status or otherwise; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation AgreementSECTION 7 hereof; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the AircraftAircraft by such registration jurisdiction.

Registration and Maintenance. Lessee, at its own cost and expense, shall The Borrower shall: (or shall cause any Sublessee to): 1) (Aa) forthwith upon on the delivery thereof hereunderFunding Date, cause the Aircraft to be duly registered in the its name of Lessor, and, subject to clause (3) of this Section 7(a) and Section 7(d) of at all times thereafter, cause the Participation Agreement, Aircraft to remain duly registered in the United States of America in its name of Lessor under the Transportation Code, provided Federal Aviation Act (except to the extent that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit is registered in another country pursuant to the Aircraft terms of Section 3.03(g) hereof) and (b) on the Funding Date, cause this Security Agreement to be duly filed for recording with the FAA and cause the international interest granted in the Airframe and Engines pursuant to the Security Agreement to be registered under any laws other than pursuant to the Transportation Code at any timeCape Town Convention, except as provided in Section 7(d) of subject to the Participation Agreement Security Agent providing its consent to the International Registry with respect thereto, and, unless the Lien of the Trust Indenture at all times thereafter, so long as any Note shall have been dischargedbe outstanding or any amount shall be owing to any Lender, shall cause the Trust Indenture Security Agreement to be duly recorded and maintained of record as a first priority (subject to Permitted Liens) and perfected mortgage on the AircraftAircraft (or, in the case of registration of the Aircraft outside of the United States, cause to be in force and effect documentation appropriate for that jurisdiction that protects the interests of the Lenders on a first priority (subject to Permitted Liens) and perfected basis, including, without limitation, pursuant to the Cape Town Convention, if applicable); (B2) maintain, service, repair and/or repair, and overhaul (or cause to be maintained, serviced, repaired and/or repaired, and overhauled) the Aircraft (iand any engine which is not an Engine but which is installed on the Aircraft) (a) so as to keep the Aircraft in as good an operating condition as when delivered to Lessee the Borrower by the Seller (ordinary wear and tear excepted) and so as to keep the Aircraft in such condition as may be necessary to enable the airworthiness certification for the Aircraft to be maintained in good standing at all times under Part 121 of the Federal Aviation Regulations (or any successor provision) Act (or under the applicable requirements of the aviation authority another country of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreementregistry) except when (ai) when the Aircraft is being temporarily stored and is not operational, provided, however, during such period of time the Airframe and each Engine (bas applicable) when shall be maintained in compliance with a storage maintenance program applicable to the Airframe and Engines and approved by the Manufacturer, the Engine Manufacturer and the FAA, (ii) the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by modified, in each case in compliance with the terms of this Lease hereof, or (ciii) when all Airbus Industrie A320 Family aircraft of comparable vintage laws or regulations affecting airworthiness are being contested in good faith and configuration, powered by powerplants and having systems and avionics comparable to appropriate proceedings so long as such proceedings do not materially adversely affect the Aircraft ("Similar Security Agent or its interest in the Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, and (iib) in accordance with the maintenance program approved by the government of registry Maintenance Program for the Aircraft and utilizing except during periods when a Lease is in effect, the same manner of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) standards as the Borrower uses with respect to Similar Aircraft aircraft of similar size in its fleet and, during a period when a Lease is in effect, the same standards used by the Lessee thereunder with respect to similar aircraft of similar size in its fleet and operated by it such Lessee in similar circumstances; and without in any way discriminating against the Aircraft on the basis of its leased status or otherwise; (C3) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA and the applicable regulatory agency or the aviation authority body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraftregistered.

Registration and Maintenance. Lessee, at its own cost and expense, shall (or shall cause any Sublessee to): (Ai) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of Lessor, and, subject to clause (3) the second paragraph of this Section 7(a) and Section 7(d8(f) of the Participation Agreement, to remain duly registered in the name of Lessor under the Transportation CodeFederal Aviation Act, provided PROVIDED that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code Federal Aviation Act at any time, time except as provided in Section 7(d8(f) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, and shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (Bii) maintain, service, repair and/or and overhaul (or cause to be maintained, serviced, repaired and/or and overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered to Lessee (hereunder, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations or during maintenance or modification permitted hereunder) under Part 121 of the Federal Aviation Regulations Act, except when all British Aerospace Avro 146-RJ85A aircraft powered by engines of the same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this from time to time in accordance with Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d8(f) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftutilizing, and (ii) except during any period that a Sublease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) with respect to Similar Aircraft operated by it and without in any way discriminating against the Aircraft on the basis of its leased status or otherwise; (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraft.or

Registration and Maintenance. LesseeThe Owner, at its own cost and expense, shall (or shall cause any Sublessee Permitted Lessee to): (Ai) forthwith upon on or prior to the delivery thereof hereunderClosing Date, cause the Aircraft to be duly registered in the name of Lessorits name, and, subject to clause subparagraph (3) of this Section 7(a) and Section 7(d) of the Participation Agreement4.01(a), to remain duly registered in the its name of Lessor under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the AircraftFederal Aviation Act; (Bii) maintain, service, repair and/or repair, and overhaul (or cause to be maintained, serviced, repaired and/or repaired, and overhauled) the Aircraft (iand any engine which is not an Engine but which is installed on the Aircraft) (x) so as at all times to keep the Aircraft in as good an operating condition as when delivered to Lessee (condition, ordinary wear and tear excepted) and in such condition , as may be necessary to enable the airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage in accordance with applicable regulations) under Part 121 of (I) the Federal Aviation Regulations Act, except when all of Owner's Boeing Model 747-422 aircraft (powered by engines of the same type as those with which the Airframe shall be equipped at the time of such grounding) registered in the United States have been grounded by the FAA unless such grounding was caused by the failure of Owner to maintain, service, repair and overhaul the Aircraft in accordance with the terms hereof, or any successor provision(II) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted from time to time, except when all of Owner's Boeing Model 747-422 aircraft (powered by this Section 7(a), Section 7(b) hereof or Section 7(d) engines of the Participation Agreementsame type as those with which the Airframe shall be equipped at the time of such grounding) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") registered in such jurisdiction have been grounded by the FAA or under aeronautical authority of such jurisdiction unless such grounding was caused by the laws failure of any jurisdiction in which Owner to maintain, service, repair and overhaul the Aircraft may then be registered as permitted by Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraft, and (ii) in accordance with the maintenance program approved by the government of registry for the Aircraft terms hereof and utilizing (y) in substantially the same manner of maintenance, service, repair or overhaul used by Lessee as Owner (or any Permitted SublesseeLessee) with respect to Similar Aircraft maintains, services, repairs or overhauls similar aircraft operated by it Owner (or Permitted Lessee) in similar circumstances and without in any way discriminating against the Aircraft on the basis of its leased status or otherwiseAircraft; and (Ciii) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(aregistered. [Trust Indenture and Mortgage (2000-2 747-1), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraft.]

Registration and Maintenance. LesseeOwner, at its own cost and expense, shall (or shall cause any Sublessee Lessee to): (A) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of LessorOwner (or any Lessee), and, subject to clause (3ii) of this Section 7(a7.02(a) and Section 7(d) of the Participation Agreement, to remain duly registered in the name of Lessor Owner (or any Lessee) under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, time except as provided in Section 7(d) of the Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B) maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered by the Seller to Lessee (Owner, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage or during maintenance or modification permitted hereunder) under Part 121 the Transportation Code, except when all Airbus Model A319 aircraft powered by engines of the Federal Aviation Regulations same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable from time to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction time in which the Aircraft may then be registered as permitted by accordance with Section 7(d) of the Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftutilizing, and (ii) except during any period that a Lease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) Owner with respect to Similar Aircraft similar aircraft operated by it Owner in similar circumstances and without utilizing, during any period that a Lease is in any way discriminating against effect, the Aircraft on same manner and standard of maintenance (including inspections), service, repair or overhaul used by the basis of its leased status or otherwiseLessee with respect to similar aircraft operated by the Lessee in similar circumstances; and (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraftregistered.

Registration and Maintenance. LesseeOwner, at its own cost and expense, shall (or shall cause any Sublessee Lessee to): (A) forthwith upon the delivery thereof hereunder, cause the Aircraft to be duly registered in the name of LessorOwner (or any Lessee), and, subject to clause (3ii) of this Section 7(a7.02(a) and Section 7(d7(b) of the Series G Participation Agreement, to remain duly registered in the name of Lessor Owner (or any Lessee) under the Transportation Code, provided that Lessor shall execute and deliver all such documents as Lessee (or any Sublessee) may reasonably request for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be registered under any laws other than the Transportation Code at any time, time except as provided in Section 7(d7(b) of the Series G Participation Agreement and, unless the Lien of the Trust Indenture shall have been discharged, shall cause the Trust Indenture to be duly recorded and maintained of record as a first mortgage on the Aircraft; (B) maintain, service, repair and/or overhaul (or cause to be maintained, serviced, repaired and/or overhauled) (i) the Aircraft so as to keep the Aircraft in as good an operating condition as when delivered by the Seller to Lessee (Owner, ordinary wear and tear excepted) , and in such condition as may be necessary to enable the applicable airworthiness certification for the Aircraft to be maintained in good standing at all times (other than during temporary periods of storage or during maintenance or modification permitted hereunder) under Part 121 the Transportation Code, except when all of Owner's Airbus Model [A319][A320] aircraft powered by engines of the Federal Aviation Regulations same type as those with which the Airframe shall be equipped at the time of such grounding and registered in the United States have been grounded by the FAA (although such certification need actually be maintained only during such periods as the Aircraft is registered in the United States), or any successor provision) (or under the applicable requirements of the aviation authority laws of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), from time to time in accordance with Section 7(b) hereof or Section 7(d) of the Participation Agreement) except (a) when the Aircraft is being temporarily stored and is not operational, (b) when the Aircraft is being serviced, repaired, maintained, overhauled, tested or modified as permitted or required by the terms of this Lease or (c) when all Airbus Industrie A320 Family aircraft of comparable vintage and configuration, powered by powerplants and having systems and avionics comparable to the Aircraft ("Similar Aircraft") have been grounded by the FAA or under the laws of any jurisdiction in which the Aircraft may then be registered as permitted by Section 7(d) of the Series G Participation Agreement, or such aviation authority has revoked or suspended the airworthiness certificates for all such aircraftutilizing, and (ii) except during any period that a Lease is in accordance with the maintenance program approved by the government of registry for the Aircraft and utilizing effect, the same manner and standard of maintenance, service, repair or overhaul used by Lessee (or any Permitted Sublessee) Owner with respect to Similar Aircraft similar aircraft operated by it Owner in similar circumstances and without utilizing, during any period that a Lease is in any way discriminating against effect, the Aircraft on same manner and standard of maintenance, service, repair or overhaul used by the basis of its leased status or otherwiseLessee with respect to similar aircraft operated by the Lessee in similar circumstances; and (C) maintain or cause to be maintained in English all records, logs and other materials required to be maintained in respect of the Aircraft by the FAA or the aviation authority applicable regulatory agency or body of any other jurisdiction in which the Aircraft may then be registered as permitted by this Section 7(a), Section 7(b) hereof or Section 7(d) of the Participation Agreement; and (D) promptly furnish to Lessor any information reasonably required to enable Lessor to perform any applicable government filings required of the owner of the Aircraftregistered.