Common use of Registration, Maintenance and Operation Clause in Contracts

Registration, Maintenance and Operation. Company, at its own cost and expense, (i) will be a "citizen of the United States" as defined in Section 40102(15) of Title 49 of the United States Code; (ii) will cause ownership of the Aircraft to be duly registered and remain duly registered in the name of Company in accordance with the Act; and (iii) will cause Lessee to service, repair, inspect, test, maintain, overhaul the Airframe and each Engine and install replacement equipment and parts on the Aircraft and each Engine (A) so as to keep the Airframe and each Engine in such operating condition as may be required to permit the Airframe and each Engine to be utilized in commercial operations, (B) so as to enable the airworthiness certification of the Airframe to be maintained in good standing at all times under the Act, except when aircraft of the same type, model or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; provided, however, that if following its issuance, the United States FAA airworthiness certificate of the Aircraft shall be withdrawn, then subject to the provisions of Section 4(f) hereof, so long as Company is diligently taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Event of Default shall arise from such withdrawal, (C) in accordance with Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by Lessee with respect to the same or similar aircraft and engines owned or operated by Lessee so as to keep the same in as good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry in the United States for prudent maintenance of similar equipment, and (D) in such manner as may be necessary to maintain in full force all warranties of the manufacturers thereof. Company shall maintain, or shall cause Lessee to maintain, all records, logs and other materials which may be required to permit the Airframe and each Engine to be so utilized. Company will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with the provisions of this Mortgage and the rules and regulations of the FAA from time to time in force and applicable to the Aircraft and Engines. Neither the Airframe nor any Engine will be maintained, used or operated in violation of any law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to the Airframe or such Engine issued by any such authority, and in the event that such laws, rules, regulations or orders require alteration of the Airframe or any Engine, Company, at its own cost and expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders; provided, however, that Company may, in good faith (after having delivered to Agent an Officer's Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not, in Agent's opinion, adversely affect the interests under this Mortgage of Agent or any Lender. Company will not operate, use or locate the Airframe or any Engine, (I) in any area in which any insurance required to be maintained pursuant to Section 4(g) shall not be at the time in full force and effect, or in any area excluded from coverage by an insurance policy in effect with respect to the Airframe or such Engine, except in the case of a requisition for use by the United States of America, and then only if Company obtains indemnity or "war risk" insurance in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless fully covered to Agent's satisfaction by war risk and political risk and allied perils insurance or unless the Airframe or such Engine is operated or used under contract with the Government of the United States of America under which contract that Government provides "war risk" insurance or assumes liabilities for any damages, loss, destruction or failure to return possession of the Airframe or such Engine at the end of the term of such contract and for injury to persons or damage to property of others. Company shall not use the Aircraft nor suffer it to be used in any manner or for any purpose excepted from any of the insurance on or in respect of the Aircraft or for the purpose of carriage of goods of any description excepted from such insurance nor do, or permit to be done, anything which, or admit to do anything the admission of which, may invalidate any of such insurance.

Registration, Maintenance and Operation. Company, at its own cost and expense, (i) will be a "citizen of the United States" as defined in Section 40102(15) of Title 49 of the United States Code; (ii) will cause ownership of the Aircraft and Spare Engines to be duly registered and remain duly registered in the name of Company in accordance with the Act; and (iii) will cause Lessee to service, repair, inspect, test, maintain, overhaul the Airframe and each Engine and each Spare Engine and install replacement equipment and parts on the Aircraft Aircraft, each Engine and each Spare Engine (A) so as to keep the Airframe and each Engine and each Spare Engine in such operating condition as may be required to permit the Airframe and each Engine to be utilized in commercial operations, (B) so as to enable the airworthiness certification of the Airframe to be maintained in good standing at all times under the Act, except when aircraft of the same type, model or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; provided, however, that if following its issuance, the United States FAA airworthiness certificate of the Aircraft shall be withdrawn, then subject to the provisions of Section 4(f) hereof, so long as Company is diligently taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Event of Default shall arise from such withdrawal, (C) in accordance with Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by Lessee with respect to the same or similar aircraft and engines owned or operated by Lessee so as to keep the same in as good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry in the United States for prudent maintenance of similar equipment, and (D) in such manner as may be necessary to maintain in full force all warranties of the manufacturers thereof. Company shall maintain, or shall cause Lessee to maintain, all records, logs and other materials which may be required to permit the Airframe Airframe, each Engine and each Spare Engine to be so utilized. Company will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with the provisions of this Mortgage and the rules and regulations of the FAA from time to time in force and applicable to the Aircraft Aircraft, Engines and Spare Engines. Neither the Airframe nor any Engine nor any Spare Engine will be maintained, used or operated in violation of any law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to the Airframe or such Engine or such Spare Engine issued by any such authority, and in the event that such laws, rules, regulations or orders require alteration of the Airframe or any Engine or any Spare Engine, Company, at its own cost and expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders; provided, however, that Company may, in good faith (after having delivered to Agent an Officer's Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not, in Agent's opinion, adversely affect the interests under this Mortgage of Agent or any Lender. Company will not operate, use or locate the Airframe or any Engine or any Spare Engine, (I) in any area in which any insurance required to be maintained pursuant to Section 4(g) shall not be at the time in full force and effect, or in any area excluded from coverage by an insurance policy in effect with respect to the Airframe or such Engine or such Spare Engine, except in the case of a requisition for use by the United States of America, and then only if Company obtains indemnity or "war risk" insurance in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless fully covered to Agent's satisfaction by war risk and political risk and allied perils insurance or unless the Airframe or such Engine or such Spare Engine is operated or used under contract with the Government of the United States of America under which contract that Government provides "war risk" insurance or assumes liabilities for any damages, loss, destruction or failure to return possession of the Airframe or such Engine or such Spare Engine at the end of the term of such contract and for injury to persons or damage to property of others. Company shall not use the Aircraft or any Spare Engines nor suffer it to be used in any manner or for any purpose excepted from any of the insurance on or in respect of the Aircraft or any Spare Engines or for the purpose of carriage of goods of any description excepted from such insurance nor do, or permit to be done, anything which, or admit to do anything the admission of which, may invalidate any of such insurance.

Registration, Maintenance and Operation. Company, at its own cost and expense, (i) will be a "citizen of the United States" as defined in Section 40102(15) of Title 49 of the United States Code; (ii) will cause ownership of the Aircraft to be duly registered and remain duly registered in the name of Company in accordance with the Act; and (iii) will cause Lessee to service, repair, inspect, test, maintain, overhaul the Airframe and each Engine and install replacement equipment and parts on the Aircraft and each Engine (A) so as to keep the Airframe and each Engine in such operating condition as may be required to permit the Airframe and each Engine to be utilized in commercial operations, (B) so as to enable the airworthiness certification of the Airframe to be maintained in good standing at all times under the Act, except when aircraft of the same type, model or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; provided, however, that if following its issuance, the United States FAA airworthiness certificate of the Aircraft shall be withdrawn, then subject to the provisions of Section 4(f) hereof, so long as Company is diligently taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Event of Default shall arise from such withdrawal, (C) in accordance with Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by Lessee with respect to the same or similar aircraft and engines owned or operated by Lessee so as to keep the same in as good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry in the United States for prudent maintenance of similar equipment, and (D) in such manner as may be necessary to maintain in full force all warranties of the manufacturers thereof. Company shall maintain, or shall cause Lessee to maintain, all records, logs and other materials which may be required to permit the Airframe and each Engine to be so utilized. Company will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with the provisions of this Mortgage and the rules and regulations of the FAA from time to time in force and applicable to the Aircraft and Engines. Neither the Airframe nor any Engine will be maintained, used or operated in violation of any law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to the Airframe or such Engine issued by any such authority, and in the event that such laws, rules, regulations or orders require alteration of the Airframe or any Engine, Company, at its own cost and expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders; provided, however, that Company may, in good faith (after having delivered to Agent an Officer's Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not, in Agent's opinion, adversely affect the interests under this Mortgage of Agent or any Lender. Company will not operate, use or locate the Airframe or any Engine, (I) in any area in which any insurance required to be maintained pursuant to Section 4(g) shall not be at the time in full force and effect, or in any area excluded from coverage by an insurance policy in effect with respect to the Airframe or such Engine, except in the case of a requisition for use by the United States of America, and then only if Company obtains indemnity or "war risk" insurance in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless fully covered to Agent's satisfaction by war risk and political risk and allied perils insurance or unless the Airframe or such Engine is operated or used under un- der contract with the Government of the United States of America under which contract that Government provides "war risk" insurance or assumes liabilities for any damages, loss, destruction or failure to return possession of the Airframe or such Engine at the end of the term of such contract and for injury to persons or damage to property of others. Company shall not use the Aircraft nor suffer it to be used in any manner or for any purpose excepted from any of the insurance on or in respect of the Aircraft or for the purpose of carriage of goods of any description excepted from such insurance nor do, or permit to be done, anything which, or admit to do anything the admission of which, may invalidate any of such insurance.

Registration, Maintenance and Operation. CompanyThe Borrower, at its own cost and expense, shall, and shall cause each permitted lessee to: (i) will be a "citizen of the United States" as defined in Section 40102(15) of Title 49 of the United States Code; (ii) will cause ownership of the Aircraft to be duly registered registered, and at all times thereafter to remain duly registered registered, in the name of Company in accordance with the Borrower (except as otherwise required by the Federal Aviation Act) under the Federal Aviation Act and shall not register the Aircraft under the laws of any other country if such registration shall invalidate or adversely affect registration under the Federal Aviation Act; and (iiiii) will cause Lessee to maintain, service, repair, inspect, test, maintain, overhaul and test the Airframe and each Engine and install replacement equipment and parts on the Aircraft and each Engine (A) so as to keep the Airframe and each Engine in such as good operating condition as may condition, ordinary wear and tear excepted; and (iii) maintain all records, logs and other materials required by the FAA to be required to permit maintained in respect of the Airframe and each Engine Engine. The Borrower, at its own cost and expense shall: (a) perform or cause to be utilized in commercial operationsperformed all mandatory service, (B) so as to enable the airworthiness certification of the Airframe to be maintained in good standing at all times under the Actrepair, except when aircraft of the same typemaintenance, model or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; providedoverhaul, however, that if following its issuance, the United States FAA airworthiness certificate and testing of the Aircraft shall (i) as may be withdrawn, then subject to the provisions of Section 4(fnecessary and required under applicable FAA Rules and Regulations and (ii) hereof, so long as Company is diligently taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Event of Default shall arise from such withdrawal, (C) in accordance with Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by Lessee as shall be the case with respect to the same or similar aircraft and engines owned or operated by Lessee so as to keep the same in as good operating condition as when originally mortgaged hereunderBorrower, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry in the United States for prudent maintenance of similar equipment, and (Db) in such manner as may be necessary to maintain in full force all warranties of the manufacturers thereof. Company shall maintain, or shall cause Lessee to maintain, all records, logs and other materials which may be required to permit the Airframe and each Engine to be so utilized. Company will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with the provisions of this Mortgage and the rules and regulations of the FAA from time to time in force and applicable to not allow the Aircraft and Engines. Neither the Airframe nor any Engine will to be maintained, used or operated in violation of any law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign)) having jurisdiction, or (c) keep the Aircraft in violation of any such condition as is necessary to enable the airworthiness certificate, license or registration relating to the Airframe or of such Engine Aircraft issued by any such authorityauthority to be maintained in good standing at all times under the Federal Aviation Act and any other applicable law or regulation, and (d) maintain all records, logs and other materials required by the FAA or any other governmental entity to be maintained in respect of the Aircraft. In the event that any such lawslaw, rulesrule, regulations regulation or orders require order requires alteration of the Airframe or any EngineAircraft, Company, at its own cost and expense, the Borrower will conform thereto or obtain conformance therewith (except as otherwise provided herein in Section 6.2(c)) and will maintain the same Aircraft in proper operating condition under such laws, rules, regulations and orders; provided, however, that Company may, in good faith (after having delivered . The Borrower also agrees not to Agent an Officer's Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not, in Agent's opinion, adversely affect the interests under this Mortgage of Agent or any Lender. Company will not operate, use operate or locate the Airframe Aircraft, or any Engine, suffer the Aircraft to be operated or located: (Ii) in any area not included in which coverage under any insurance policy required to be maintained pursuant to by the terms of Section 4(g) shall not be at the time in full force and effect, or in any area excluded from coverage by an insurance policy in effect with respect to the Airframe or such Engine7.1 hereof, except in the case of a requisition for use Requisition of Use by the United States of Americagovernment or any instrumentality or agency thereof, and then only if Company the Borrower obtains insurance or an indemnity or "war risk" insurance in lieu of such insurance from the United States of America government against the risks and in the amounts amount required by said Section 7.1 hereof covering such area, areas; or (IIii) in any recognized or threatened area of hostilities hostility (including the United States of America or Canada, if either of them becomes such an area of hostility) unless fully covered covered, to Agentthe Bank's satisfaction reasonable satisfaction, by "war risk and political risk and allied perils insurance risk" insurance, or unless the Airframe or such Engine Aircraft is operated or used under contract with the Government of United States government or any instrumentality or agency thereof under which contract the United States of America under which contract that Government provides "war risk" insurance or assumes liabilities liability for any damagesdamage, loss, destruction or failure to return possession of the Airframe or such Engine Aircraft at the end of the term of such contract and or for injury to persons Persons or damage to property of others. Company shall Except as permitted by the preceding sentence, the Borrower also agrees not to use or permit the Aircraft nor suffer it to be used in any manner or for any purpose excepted from or contrary to any of insurance policy or policies required to be carried or maintained under the insurance on Security Instruments or in respect of the Aircraft for any purpose or for the purpose of carriage of or any goods of any description excepted or exempted from or contrary to such insurance nor dopolicies, or to do any other act or permit anything to be donedone which could reasonably be expected to invalidate or limit any such insurance policies or which could in any way render or cause Bank's interest in the Aircraft to be in any way jeopardized, anything which, made unenforceable or admit to do anything the admission of which, may invalidate unperfected or in any of such insuranceway invalid as against Borrower or any third parties.

Registration, Maintenance and Operation. CompanyLessee, at its own cost and expense, shall: (i) will subject to the further provisions of this Section 7, cause the Aircraft to remain duly registered at the FAA in the name of Lessor, as owner, except: (A) as otherwise required by the Transportation Code, or (B) to the extent that such registration cannot be a "citizen maintained (x) because of the United States" as defined in failure of Lessor or Owner Participant to comply with the citizenship or other eligibility requirements for registration of aircraft under the Transportation Code or with Section 40102(15) of Title 49 6.3.1 or 6.4.4 of the United States CodeParticipation Agreement or (y) because of the failure by Lessor or Owner Participant to execute and deliver, upon request of Lessee, any documents required for the renewal of such registration; (ii) will cause ownership provided that Lessor and Owner Participant shall execute and deliver all such documents as may be required by the FAA from time to time for the purpose of effecting and continuing such registration, and shall not register the Aircraft or permit the Aircraft to be duly registered under any laws other than the United States at any time except as provided in the following proviso; and remain duly provided, further, that Lessee may at any time, with the prior written consent of Owner Participant (such consent not to be unreasonably withheld), subject to satisfaction of the Re-registration Conditions or waiver of any thereof by Owner Participant, cause the Aircraft or permit the Aircraft to be registered under the applicable statutes of any country in which a Permitted Sublessee could be based, in the name of Company Lessor or, if required by applicable Law, in the name of any other Person, and CT1001520_LA1_AAL_A320Family_EXECUTION LA1 - Lease Agreement Lessor and Owner Participant shall cooperate with Lessee’s reasonable requests in effecting and continuing such foreign registration, and Lessee shall maintain such registration unless and until the Aircraft is re-registered in accordance with this Section 7; (ii) cause the Aircraft to be maintained, serviced, repaired, reconditioned, overhauled, stored and tested in accordance with Lessee’s maintenance program for aircraft of the same make and model, which shall be an FAA Part 121 approved program (the “Maintenance Program”) (or, if the Aircraft is then registered in accordance with the Act; and (iii) will cause Lessee to service, repair, inspect, test, maintain, overhaul the Airframe and each Engine and install replacement equipment and parts on the Aircraft and each Engine (A) so as to keep the Airframe and each Engine in such operating condition as may be required to permit the Airframe and each Engine to be utilized in commercial operations, (B) so as to enable the airworthiness certification terms of the Airframe to be maintained Operative Documents in good standing at all times under the Act, except when aircraft of the same type, model another country or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered subleased to a Permitted Sublessee, in the United States have been grounded by the FAA; provided, however, that if following its issuance, the United States FAA airworthiness certificate of the Aircraft shall be withdrawn, then subject to the provisions of Section 4(f) hereof, so long as Company is diligently taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Event of Default shall arise from such withdrawal, (C) each case in accordance with Lessee's FAA-approved maintenancethe terms of this Lease, inspection and maintenance control programsan Approved Program) and, and except during any Sublease Period, in the same manner and with the same care used by Lessee with respect to the same or similar comparable [A319/320/321]1 aircraft and engines owned or operated by Lessee and utilized in similar circumstances (and, during any Sublease Period, by a maintenance performer appropriately approved by the FAA or EASA of recognized standing, experience and facilities to perform the relevant work on aircraft of the same make and model as the Aircraft and in the same manner and with the same care used by the Permitted Sublessee with respect to comparable [A319/320/321]2 aircraft and engines owned or operated by the Permitted Sublessee and utilized in similar circumstances) so as to keep the Aircraft in the same in as good operating condition as when originally mortgaged hereunder, delivered to Lessee hereunder (ordinary wear and tear excepted, which practices shall at all times ); (iii) cause the Aircraft to be at or above the standard of the industry in the United States for prudent maintenance of similar equipment, and (D) kept in such manner condition as may be necessary to maintain in full force all warranties enable an airworthiness certification of the manufacturers thereof. Company shall maintainAircraft to be maintained in good standing at all times (other than during temporary periods of storage of not more than 90 calendar days in accordance with applicable regulations or during periods of grounding by applicable governmental authorities, or shall cause except where such periods of grounding are the result of the failure by Lessee to maintain, maintain the Aircraft as otherwise required herein) under the Transportation Code or the applicable laws of any other jurisdiction in which the Aircraft may then be registered; (iv) cause all records, logs and other materials documentation with respect to the Aircraft to be maintained as required by the FAA or the applicable central authority of the jurisdiction where the Aircraft is registered to be maintained in respect of the Aircraft (all such records, logs and other documentation to be maintained in the English language); (v) maintain and update a one-way cross-reference table indicating for each of the Maintenance Program tasks the corresponding MPD reference task (if any); and 1 Specific aircraft type to be specified in each Lease. 2 Specific aircraft type to be specified in each Lease. CT1001520_LA1_AAL_A320Family_EXECUTION LA1 - Lease Agreement (vi) cause to be furnished to Lessor (A) such information that is readily available without undue expense as may be reasonably requested by Lessor to enable Lessor to file any reports, filings or statements required to be filed by Lessor with the FAA (or the aeronautical authority of the country of registry of the Aircraft if the Aircraft is not registered under the laws of the United States) because of Lessor’s interest in the Aircraft, and (B) such other information concerning the location, condition, use and operation of the Aircraft as Lessor may reasonably request. Lessee agrees that it will comply with all mandatory airworthiness directives issued by the FAA (or the appropriate authorities in the jurisdiction where the Aircraft is registered) (each, an “AD” and collectively, “ADs”) in respect of the Aircraft which may require compliance no later than the last day of the Term, as and to the extent required by such ADs and the Maintenance Program prior to such date. Lessee shall not be required to permit comply with any manufacturer service bulletins, except as and to the Airframe and each Engine to be so utilized. Company will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued extent required by the manufacturer or supplier) in such condition so as Maintenance Program prior to comply with the provisions of this Mortgage and the rules and regulations last day of the FAA from time to time in force and applicable to the Term. The Aircraft and Engines. Neither the Airframe nor any Engine will not be maintained, used or operated in violation of any law or any law, rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign)in any country in which the Aircraft is flown, or in violation of any airworthiness certificateAD, license or registration relating to the Airframe or such Engine Aircraft issued by any such authority, and in the event ; provided that such laws, rules, regulations or orders require alteration of the Airframe or any Engine, Company, at its own cost and expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders; provided, however, that Company may, Lessee may in good faith (after having delivered to Agent an Officer's Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation regulation, order, airworthiness certificate, license or order registration or any AD referred to in the immediately preceding paragraph in any reasonable manner which does not, in Agent's opinion, not materially adversely affect Lessor or Owner Participant or their respective interests in the interests Aircraft or any Operative Document, or involve any material risk of criminal liability or material civil penalty against Lessor or Owner Participant; and provided, further, that Lessee shall not be in default under this Mortgage sentence if it is not possible for Lessee to comply with the laws of Agent a jurisdiction other than the United States (or other than any Lenderjurisdiction in which the Aircraft is then registered) because of a conflict with the applicable laws of the United States (or such jurisdiction in which the Aircraft is then registered) in which event Lessee shall use its reasonable best efforts to cause the Aircraft to be removed, as soon as practicable, from the jurisdiction other than the United States (or other than the jurisdiction in which the Aircraft is then registered) creating the conflict or take such other reasonable action (including, if necessary, changing the registration of the Aircraft unless the Aircraft is then registered in the United States), as soon as practicable, as may be necessary to avoid the conflict. Company will Lessee may operate or allow the Aircraft to be operated anywhere in the world, except that Lessee agrees not operate, use to operate or locate the Airframe Aircraft, or any Engine, (I) in any area in which any insurance required suffer the Aircraft to be maintained pursuant to Section 4(goperated or located: (A) shall not be at the time in full force and effect, or in any area excluded from coverage by an any insurance policy in effect with respect to required by the Airframe or such Engineterms of Section 11, except in the case of a requisition for use by the United States of America, and then only if Company U.S. government where Lessee obtains indemnity or "war risk" insurance in lieu of such insurance from the United States of America U.S. government against the risks and in the amounts required by said Section 11 covering such area, or CT1001520_LA1_AAL_A320Family_EXECUTION LA1 - Lease Agreement (IIB) in any war zone or recognized or or, in Lessee’s reasonable judgment, threatened area of hostilities unless fully covered to Agent's satisfaction by war risk and political risk and allied perils insurance or unless the Airframe or such Engine Aircraft is operated or used under contract with the Government of the United States of America U.S. government under which contract that Government provides "war risk" insurance the U.S. government assumes liability for loss of, damage to, or assumes liabilities for any damagesloss of use of, loss, destruction or failure to return possession of the Airframe or such Engine at the end of the term of such contract Aircraft and for injury to persons or damage to property of others. Company shall not use the Aircraft nor suffer it to be used in any manner or for any purpose excepted from any of the insurance on or in respect of the Aircraft or for the purpose of carriage of goods of any description excepted from such insurance nor do, or permit to be done, anything which, or admit to do anything the admission of which, may invalidate any of such insurance.

Registration, Maintenance and Operation. Company, at its own cost and expense, will (i) will be a "citizen of the United States" as defined in Section 40102(15) of Title 49 of the United States CodeCode and will be an air carrier certificated under Sections 401 and 604(b) of the Act and hold all necessary air carrier operating certificates; (ii) will cause ownership of the Aircraft Airframe to be duly registered and remain duly registered in the name of Company in accordance with the Act; and (iii) will cause Lessee to service, repair, inspect, test, maintain, maintain and overhaul the Airframe and each Engine and install replacement equipment and parts on the Aircraft Airframe and each Engine (A) so as to keep the Airframe and each Engine in such operating condition as may be required to permit the Airframe and each Engine to be utilized in commercial operationsoperations throughout the world, (B) so as to enable the airworthiness certification of the Airframe to be maintained in good standing at all times under the Act, except when aircraft of the same type, model or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; provided, however, that if following its issuance, the United States FAA airworthiness certificate of the Aircraft shall be withdrawn, then subject to the provisions of Section 4(f) hereof, so long as Company is diligently taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Event of Default shall arise from such withdrawal, (C) in accordance with LesseeCompany's FAA-approved maintenancemainte- 194 nanc▇, inspection ▇▇spection and maintenance control programs, and in the same manner and with the same care used by Lessee Company with respect to the same or similar aircraft and engines owned or operated by Lessee Company so as to keep the same in as good operating condition as when originally mortgaged hereunderhereunder or as when redelivered under the Modification Agreement, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry in the United States for prudent maintenance of similar equipment, and (D) in such manner as may be necessary to maintain in full force all warranties of the manufacturers thereof. Nothing herein shall be deemed to prevent Company from subjecting the Aircraft to the modification contemplated by the Modification Agreement. Company shall maintain, or shall cause Lessee to maintain, maintain all records, logs and other materials which may be required to permit the Airframe and each Engine to be so utilized. Company will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with the provisions of this Mortgage and the rules and regulations of the FAA from time to time in force and applicable to the Aircraft and Engines. Neither the Airframe nor any Engine will be maintained, used or operated in violation of any law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to the Airframe or such Engine issued by any such authority, and in the event that such laws, rules, regulations or orders require alteration of the Airframe or any Engine, Company, at its own cost and expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders; , provided, however, that Company may, in good faith (after having delivered to Administrative Agent an Officer's Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not, in Administrative Agent's opinion, adversely affect the interests under this Mortgage of Administrative Agent or any Lender. Company will not operate, use or locate the Airframe or any Engine, (I) in any area in which any insurance required to be maintained pursuant to Section 4(g) shall not be at the time in full force and effect, or in any area excluded from coverage by an insurance policy in effect with respect to the Airframe or such Engine, except in the case of a requisition for use by the United States of America, and then only if Company obtains indemnity or "war risk" insurance in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless fully covered to Administrative Agent's satisfaction by war risk and political risk and allied perils insurance or unless the Airframe or such Engine is operated or used under contract with the Government of the United States of America under which contract that Government provides "war risk" insurance or assumes liabilities for any damages, loss, destruction or failure to return possession of the Airframe or such Engine at the end of the term of such contract and for injury to persons or damage to property of others. Company shall not use the Aircraft nor suffer it to be used in any manner or for any purpose excepted from any of the insurance on or in respect of the Aircraft or for the purpose of carriage of goods of any description excepted from such insurance nor do, or permit to be done, anything which, or admit to do anything the admission of which, may invalidate any of such insurance.

Registration, Maintenance and Operation. The Company, at its own cost and expense, (i) will be a "citizen of the United States" as defined in Section 40102(15) of Title 49 of the United States Code; (ii) will cause ownership of the Aircraft to be duly registered and remain duly registered in the United States of America in the name of the Company in accordance with the Act; and (iii) will cause the Lessee to service, repair, inspect, test, maintain, overhaul the Airframe and each Engine and install replacement equipment and parts on the Aircraft and each Engine (A) so as to keep the Airframe and each Engine in such operating condition as may be required to permit the Airframe and each Engine to be utilized in commercial operations, (B) so as to enable the airworthiness certification of the Airframe to be maintained in good standing at all times under the Act, except when aircraft of the same type, model or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; provided, however, that if following its issuance, the United States FAA airworthiness certificate of the Aircraft shall be withdrawn, then subject to the provisions of Section 4(f) hereof, so long as the Company is diligently taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Event of Default shall arise from such withdrawal, (C) in accordance with the Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by the Lessee with respect to the same or similar aircraft and engines owned or operated by the Lessee so as to keep the same in as good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry in the United States for prudent maintenance of similar equipment, and (D) in such manner as may be necessary to maintain in full force all warranties of the manufacturers thereof. The Company shall maintain, or shall cause Lessee to maintain, all records, logs and other materials which may be required to permit the Airframe and each Engine to be so utilized. The Company will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with the provisions of this Mortgage and the rules and regulations of the FAA from time to time in force and applicable to the Aircraft and Engines. Neither the Airframe nor any Engine will be maintained, used or operated in violation of any law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to the Airframe or such Engine issued by any such authority, and in the event that such laws, rules, regulations or orders require alteration of the Airframe or any Engine, the Company, at its own cost and expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders; provided, however, that the Company may, in good faith (after having delivered to the Agent an Officer's Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not, in the Agent's opinion, adversely affect the interests under this Mortgage of the Agent or any Lender. The Company will not operate, use or locate the Airframe or any Engine, (I) in any area in which any insurance required to be maintained pursuant to Section 4(g) shall not be at the time in full force and effect, or in any area excluded from coverage by an insurance policy in effect with respect to the Airframe or such Engine, except in the case of a requisition for use by the United States of America, and then only if Company obtains indemnity or "war risk" insurance in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless fully covered to the Agent's satisfaction by war risk and political risk and allied perils insurance or unless the Airframe or such Engine is operated or used under contract with the Government of the United States of America under which contract that Government provides "war risk" insurance or assumes liabilities for any damages, loss, destruction or failure to return possession of the Airframe or such Engine at the end of the term of such contract and for injury to persons or damage to property of others. The Company shall not use the Aircraft nor suffer it to be used in any manner or for any purpose excepted from any of the insurance on or in respect of the Aircraft or for the purpose of carriage of goods of any description excepted from such insurance nor do, or permit to be done, anything which, or admit to do anything the admission of which, may invalidate any of such insurance.

Registration, Maintenance and Operation. Company(a) Each Grantor, at its own cost and expense, will: (i) will be a "citizen of the United States" as defined in Section 40102(15) of Title 49 of the United States Code; (ii) will cause ownership of the each Aircraft and Airframe to be duly registered registered, and at all times thereafter to remain duly registered registered, in the name of Company such Grantor in accordance with the Act; and (iiiii) will cause Lessee to maintain, service, repair, inspectoverhaul and test each Aircraft, testAirframe, maintainEngine, overhaul the Airframe Propeller, Appliance and each Engine and install replacement equipment and parts on the Aircraft and each Engine (A) so as to keep the Airframe and each Engine in such operating condition as may be required to permit the Airframe and each Engine to be utilized in commercial operations, (B) so as to enable the airworthiness certification of the Airframe to be maintained in good standing at all times under the Act, except when aircraft of the same type, model or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; provided, however, that if following its issuance, the United States FAA airworthiness certificate of the Aircraft shall be withdrawn, then subject to the provisions of Section 4(f) hereof, so long as Company is diligently taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Event of Default shall arise from such withdrawal, (C) in accordance with Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by Lessee with respect to the same or similar aircraft and engines owned or operated by Lessee Spare Part so as to keep the same in as good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry and, in the United States for prudent maintenance case of similar equipmenteach Aircraft and Airframe, and (D) in such manner condition as may be necessary to enable the airworthiness certification of such Aircraft and Airframe to be maintained in good standing at all times under the Act; and (iii) maintain in full force all warranties of the manufacturers thereof. Company shall maintain, or shall cause Lessee to maintain, all records, logs Books and Records and other materials which may be required to permit by the Airframe and each Engine FAA to be so utilized. Company will comply maintained in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with the provisions of this Mortgage and the rules and regulations respect of the FAA from time to time in force and applicable to Collateral. (b) Each Grantor agrees that the Aircraft and Aircraft, Airframes, Engines. Neither the Airframe nor any Engine , Propellers, Appliances or Spare Parts will not be maintained, used or operated operated: (i) in violation of any law or any rule, regulation or order of any government or governmental authority Governmental Authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to the Airframe or such Engine any Aircraft issued by any such authority, and in the event that such laws, rules, regulations or orders require alteration of the Airframe or any Engine, Company, at its own cost and expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders; provided, however, that Company may, in good faith (after having delivered to Agent an Officer's Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not, in Agent's opinion, adversely affect the interests under this Mortgage of Agent or any Lender. Company will not operate, use or locate the Airframe or any Engine, (Iii) in any area in which any insurance required to be maintained pursuant to Section 4(g) shall not be at the time in full force and effect, or in any area excluded from coverage by an any insurance policy required by the terms of Section 3.05 below; or (iii) in effect with respect any jurisdiction which is not a signatory to the Airframe Geneva Convention on International Recognition of Rights in Aircraft or such Engine, except in the case of a requisition for use by the United States of America, and then only if Company obtains indemnity or "war risk" insurance in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities hostilities. (c) Each Grantor will not remove, maintain or transfer any Spare Parts or Appliances to any location other than those designated on Schedule I, unless fully covered such Grantor (i) gives the Administrative Agent thirty (30) days prior written notice of the intended removal, maintenance or transfer of any Spare Parts or Appliances to Agent's satisfaction by war risk a location not designated on Schedule I annexed hereto and political risk (ii) promptly executes and allied perils insurance delivers to the Administrative Agent a Supplemental Schedule I or unless such other agreements, documents and instruments (and takes such further action) as Administrative Agent may deem reasonably necessary or desirable to perfect and protect its interest in the Airframe Collateral, including the recordation of appropriate instruments with the FAA and the filing of financing statements under the Uniform Commercial Code. (d) In the event that during the effectiveness of this Mortgage, any Grantor shall be required or be permitted to place on, affix to or install upon any Aircraft or any Engine or Propeller or any other aircraft engine or propeller, any of the Engines, Propellers, Spare Parts or Appliances in replacement of those then placed on, affixed to or installed on the Aircraft or such Engine or Propeller, such Grantor may do so provided that, in addition to any other requirements provided for in this Mortgage: (i) the Administrative Agent is operated not divested of its security interest in and lien upon any Aircraft, Engines, Propellers, Spare Parts, or used under contract with Appliances placed, installed or affixed to, in or on the Government Aircraft and that no such placed, affixed or installed item shall be or become subject to the lien, security interest or claim of any person except for the Administrative Agent on behalf of the United States Holders of America Secured Obligations except as permitted under which contract that Government provides "war risk" insurance the Credit Agreement or assumes liabilities for any damagesother Loan Documents; (ii) such Grantor’s title to every such placed, loss, destruction affixed or failure installed item shall continue to return possession be subject to the security interest and lien of the Airframe or such Engine at the end Administrative Agent, and each of the term provisions of this Mortgage, and each such item shall remain so encumbered and so subject except as permitted under the Credit Agreement or other Loan Documents; (iii) the item which is removed shall be and/or remain subject to the first and prior security interest and lien of the Administrative Agent except as permitted under the Credit Agreement or other Loan Documents; and (iv) no breach or default under any lease, mortgage or other agreement governing the Aircraft or any Engine or Propeller or any other engine or propeller shall occur by reason of such contract and for injury to persons placement, installation, affixation or damage to property removal of others. Company shall not use such items as provided herein. (e) In the Aircraft nor suffer it to be used in any manner or for any purpose excepted from event that any of the insurance on Engines, Propellers, Spare Parts or in respect of the Appliances are installed upon any Aircraft or for upon any Engine or Propeller or other aircraft engine or propeller, then, without limiting the purpose of carriage of goods of any description excepted from Administrative Agent’s other rights, such insurance nor doadditional item shall not be considered as an accession to such Aircraft, Engine, Propeller, other aircraft engine or permit to be done, anything which, or admit to do anything the admission of which, may invalidate any of such insurancepropeller.

Registration, Maintenance and Operation. Company, at its own cost and expense, will (i) will be a "citizen of the United States" as defined in Section 40102(15) of Title 49 of the United States CodeCode and will be an air carrier certificated under Sections 401 and 604(b) of the Act and hold all necessary air carrier operating certificates; (ii) will cause ownership of the Aircraft Airframe to be duly registered and remain duly registered in the name of Company in accordance with the Act; and (iii) will cause Lessee to service, repair, inspect, test, maintain, maintain and overhaul the Airframe and each Engine and install replacement equipment and parts on the Aircraft Airframe and each Engine (A) so as to keep the Airframe and each Engine in such operating condition as may be required to permit the Airframe and each Engine to be utilized in commercial operationsoperations throughout the world, (B) so as to enable the airworthiness certification of the Airframe to be maintained in good standing at all times under the Act, except when aircraft of the same type, model or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; provided, however, that if following its issuance, the United States FAA airworthiness certificate of the Aircraft shall be withdrawn, then subject to the provisions of Section 4(f) hereof, so long as Company is diligently taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Event of Default shall arise from such withdrawal, (C) in accordance with LesseeCompany's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by Lessee Company with respect to the same or similar aircraft and 157 engines owned or operated by Lessee Company so as to keep the same in as good operating condition as when originally mortgaged hereunderhereunder or as when redelivered under the Modification Agreement, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry in the United States for prudent maintenance of similar equipment, and (D) in such manner as may be necessary to maintain in full force all warranties of the manufacturers thereof. Nothing herein shall be deemed to prevent Company from subjecting the Aircraft to the modification contemplated by the Modification Agreement. Company shall maintain, or shall cause Lessee to maintain, maintain all records, logs and other materials which may be required to permit the Airframe and each Engine to be so utilized. Company will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with the provisions of this Mortgage and the rules and regulations of the FAA from time to time in force and applicable to the Aircraft and Engines. Neither the Airframe nor any Engine will be maintained, used or operated in violation of any law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to the Airframe or such Engine issued by any such authority, and in the event that such laws, rules, regulations or orders require alteration of the Airframe or any Engine, Company, at its own cost and expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders; , provided, however, that Company may, in good faith (after having delivered to Administrative Agent an Officer's Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not, in Administrative Agent's opinion, adversely affect the interests under this Mortgage of Administrative Agent or any Lender. Company will not operate, use or locate the Airframe or any Engine, (I) in any area in which any insurance required to be maintained pursuant to Section 4(g) shall not be at the time in full force and effect, or in any area excluded from coverage by an insurance policy in effect with respect to the Airframe or such Engine, except in the case of a requisition for use by the United States of America, and then only if Company obtains indemnity or "war risk" insurance in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless fully covered to Administrative Agent's satisfaction by war risk and political risk and allied perils insurance or unless the Airframe or such Engine is operated or used under contract with the Government of the United States of America under which contract that Government provides "war risk" insurance or assumes liabilities for any damages, loss, destruction or failure to return possession of the Airframe or such Engine at the end of the term of such contract and for injury to persons or damage to property of others. 158 Company shall not use the Aircraft nor suffer it to be used in any manner or for any purpose excepted from any of the insurance on or in respect of the Aircraft or for the purpose of carriage of goods of any description excepted from such insurance nor do, or permit to be done, anything which, or admit to do anything the admission of which, may invalidate any of such insurance.

Registration, Maintenance and Operation. Company, at its own cost and expense, (i) will be a "citizen of the United States" as defined in Section 40102(15) of Title 49 of the United States Code; (ii) will cause ownership of the Aircraft to be duly registered and remain duly registered in the name of Company in accordance with the Act; and (iii) will cause Lessee to service, repair, inspect, test, maintain, overhaul the Airframe and each Engine and install replacement equipment and parts on the Aircraft and each Engine (A) so as to keep the Airframe and each Engine in such operating condition as may be required to permit the Airframe and each Engine to be utilized in commercial operations, (B) so as to enable the airworthiness certification of the Airframe to be maintained in good standing at all times under the Act, except when aircraft of the same type, model or series as the Airframe Air-frame (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; provided, however, that if following its issuance, the United States FAA airworthiness certificate of the Aircraft shall be withdrawn, then subject to the provisions of Section 4(f) hereof, so long as Company is diligently taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Event of Default shall arise from such withdrawal, (C) in accordance with Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by Lessee with respect to the same or similar aircraft and engines owned or operated by Lessee so as to keep the same in as good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry in the United States for prudent maintenance of similar equipment, and (D) in such manner as may be necessary to maintain in full force all warranties of the manufacturers thereof. Company shall maintain, or shall cause Lessee to maintain, all records, logs and other materials which may be required to permit the Airframe and each Engine to be so utilized. Company will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with the provisions of this Mortgage and the rules and regulations of the FAA from time to time in force and applicable to the Aircraft and Engines. Neither the Airframe nor any Engine will be maintained, used or operated in violation of any law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to the Airframe or such Engine issued by any such authority, and in the event that such laws, rules, regulations or orders require alteration of the Airframe or any Engine, Company, at its own cost and expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders; provided, however, that Company may, in good faith (after having delivered to Agent an Officer's Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not, in Agent's opinion, adversely affect the interests under this Mortgage of Agent or any Lender. Company will not operate, use or locate the Airframe or any Engine, (I) in any area in which any insurance required to be maintained pursuant to Section 4(g) shall not be at the time in full force and effect, or in any area excluded from coverage by an insurance policy in effect with respect to the Airframe or such Engine, except in the case of a requisition for use by the United States of America, and then only if Company obtains indemnity or "war risk" insurance in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless fully covered to Agent's satisfaction by war risk and political risk and allied perils insurance or unless the Airframe or such Engine is operated or used under un- der contract with the Government of the United States of America under which contract that Government provides "war risk" insurance or assumes liabilities for any damages, loss, destruction or failure to return possession of the Airframe or such Engine at the end of the term of such contract and for injury to persons or damage to property of others. Company shall not use the Aircraft nor suffer it to be used in any manner or for any purpose excepted from any of the insurance on or in respect of the Aircraft or for the purpose of carriage of goods of any description excepted from such insurance nor do, or permit to be done, anything which, or admit to do anything the admission of which, may invalidate any of such insurance.

Registration, Maintenance and Operation. Company, at its own cost and expense, (i) will be a "citizen of the United States" as defined in Section 40102(15) of Title 49 of the United States Code; (ii) will cause ownership of the Aircraft and Spare Engines to be duly registered and remain duly registered in the name of Company in accordance with the Act; and (iii) will cause Lessee to service, repair, inspect, test, maintain, overhaul the Airframe and each Engine and each Spare Engine and install replacement equipment and parts on the Aircraft Aircraft, each Engine and each Spare Engine (A) so as to keep the Airframe and each Engine and each Spare Engine in such operating condition as may be required to permit the Airframe and each Engine to be utilized in commercial operations, (B) so as to enable the airworthiness certification of the Airframe to be maintained in good standing at all times under the Act, except when aircraft of the same type, model or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; provided, however, that if following its issuance, the United States FAA airworthiness certificate of the Aircraft shall be withdrawn, then subject to the provisions of Section 4(f) hereof, so long as Company is diligently taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Event of Default shall arise from such withdrawal, (C) in accordance with Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by Lessee with respect to the same or similar aircraft and engines owned or operated by Lessee so as to keep the same in as good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry in the United States for prudent maintenance of similar equipment, and (D) in such manner as may be necessary to maintain in full force all warranties of the manufacturers thereof. Company shall maintain, or shall cause Lessee to maintain, all records, logs and other materials which may be required to permit the Airframe and each Engine to be so utilized. Company will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with the provisions of this Mortgage and the rules and regulations of the FAA from time to time in force and applicable to the Aircraft Aircraft, Engines and Spare Engines. Neither the Airframe nor any Engine nor any Spare Engine will be maintained, used or operated in violation of any law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to the Airframe or such Engine or such Spare Engine issued by any such authority, and in the event that such laws, rules, regulations or orders require alteration of the Airframe or any Engine or any Spare Engine, Company, at its own cost and expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders; provided, however, that Company may, in good faith (after having delivered to Agent an Officer's Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not, in Agent's opinion, adversely affect the interests under this Mortgage of Agent or any Lender. Company will not operate, use or locate the Airframe or any Engine or any Spare Engine, (I) in any area in which any insurance required to be maintained pursuant to Section 4(g) shall not be at the time in full force and effect, or in any area excluded from coverage by an insurance policy in effect with respect to the Airframe or such Engine or such Spare Engine, except in the case of a requisition for use by the United States of America, and then only if Company obtains indemnity or "war risk" insurance in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless fully covered to Agent's satisfaction by war risk and political risk and allied perils insurance or unless the Airframe or such Engine or such Spare Engine is operated or used under contract with the Government of the United States of America under which contract that Government provides "war risk" insurance or assumes liabilities for any damages, loss, destruction or failure to return possession of the Airframe or such Engine or such Spare Engine at the end of the term of such contract and for injury to persons or damage to property of others. Company shall not use the Aircraft or any Spare Engines nor suffer it to be used in any manner or for any purpose excepted from any of the insurance on or in respect of the Aircraft or any Spare Engines or for the purpose of carriage of goods of any description excepted from such insurance nor do, or permit to be done, anything which, or admit to do anything the admission of which, may invalidate any of such insurance.

Registration, Maintenance and Operation. CompanyLessee, at its own cost and expense, shall: (i) will be a "citizen maintain the registration of the United States" as defined Airship in Section 40102(15) the name of Title 49 of Lessee in the United States Codeof America under the Act and the recordation with the FAA of this Lease and all other appropriate Operative Agreements and shall promptly produce to Lessor true copies of all applications made in relation to the Airship, of certificates of registration issued pursuant to such applications and of all notifications given pursuant to such registration, and shall not do, or permit to be done by any other Person, any act which might cause the Airship to be ineligible for such registration; (ii) will cause ownership of the Aircraft to be duly registered and remain duly registered in the name of Company in accordance with the Act; and (iii) will cause Lessee to maintain, inspect, service, repair, inspectoverhaul and test (or cause to be maintained, testinspected, maintainserviced, overhaul repaired, overhauled and tested) the Airframe Airship and each Engine and install replacement equipment and all parts on the Aircraft and each Engine (A) thereof so as to keep the Airframe Airship in as good operational repair and each Engine condition as when delivered by Lessor hereunder, ordinary wear and tear excepted, and airworthy in all respects, and to that end (but without limiting the generality of the foregoing) carry out all maintenance, overhauls, replacements and repairs to the Airship in accordance with an FAA-approved maintenance program for the Airship (including all basic maintenance recommended by the Supplier of the Airship or any part thereof) and in such operating condition as may be required to permit the Airframe and each Engine to be utilized in commercial operations, (B) so as necessary to enable the all applicable airworthiness certification certifications of the Airframe Airship to be maintained in good standing at all times under the Act, except when aircraft of the same type, model and make or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) registered in the United States have been grounded by the FAA; provided, however, that if following its issuance, the United States FAA airworthiness certificate of the Aircraft shall be withdrawn, then subject to the provisions of Section 4(f) hereof, so long as Company is diligently taking or causing cause to be taken made all necessary action to promptly correct the condition which caused such withdrawaladjustments, no Event of Default shall arise from such withdrawal, repairs and replacements thereto; (Ciii) in accordance with Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by Lessee with respect to the same or similar aircraft and engines owned or operated by Lessee so as to keep the same in as good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry in the United States for prudent maintenance of similar equipment, and (D) in such manner as may be necessary to maintain in full force all warranties of the manufacturers thereof. Company shall maintain, or shall cause Lessee to maintain, all records, logs and other materials material required by the FAA to be maintained in respect of the Airship and (iv) promptly furnish to Lessor such information to which Lessee has or should have reasonable access as may be required to permit the Airframe and each Engine enable Lessor to file any reports required to be so utilized. Company will comply in all material respects filed by Lessor with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with the provisions of this Mortgage and the rules and regulations of the FAA from time to time in force and applicable to the Aircraft and Engines. Neither the Airframe nor any Engine will be maintained, used or operated in violation of any law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or because of Lessor's interest in violation of any airworthiness certificate, license or registration relating to the Airframe or such Engine issued by any such authority, and in Airship. In the event that such laws, rules, regulations or orders require alteration of Lessor receives any written notice from the Airframe or any Engine, Company, at its own cost and expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders; provided, however, that Company may, in good faith (after having delivered to Agent an Officer's Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not, in Agent's opinion, adversely affect the interests under this Mortgage of Agent or any Lender. Company will not operate, use or locate the Airframe or any Engine, (I) in any area in which any insurance required to be maintained pursuant to Section 4(g) shall not be at the time in full force and effect, or in any area excluded from coverage by an insurance policy in effect FAA with respect to the Airframe registration of the Airship, Lessor shall promptly deliver such notice to the Lessee. Lessee's maintenance program for the Airship described in this Section 10(b) shall incorporate a corrosion-prevention program providing for the continuing accomplishment of the cleaning, treating and correcting of mild, moderate and severe or such Engineexfoliated corrosion, except in which shall be revised on an on-going basis to include the case incorporation of a requisition for use the latest corrosion-prevention procedures and techniques recommended by the United States of America, and then only if Company obtains indemnity or "war risk" insurance in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless fully covered to Agent's satisfaction by war risk and political risk and allied perils insurance or unless the Airframe or such Engine is operated or used under contract with the Government supplier of the United States of America under which contract that Government provides "war risk" insurance Airship or assumes liabilities for any damages, loss, destruction or failure to return possession of part thereof. Lessee will maintain the Airframe or such Engine at Night Sign (including all maintenance recommended by the end of the term of such contract and for injury to persons or damage to property of others. Company shall not use the Aircraft nor suffer it to be used in any manner or for any purpose excepted from any of the insurance on or in respect of the Aircraft or for the purpose of carriage of goods of any description excepted from such insurance nor do, or permit to be done, anything which, or admit to do anything the admission of which, may invalidate any of such insurance.Supplier

Registration, Maintenance and Operation. The Company, at its own cost and expense, (i) will be a "citizen of the United States" as defined in Section 40102(15) of Title 49 of the United States Code; (ii) will cause ownership of the Aircraft Engines to be duly registered and remain duly registered in the United States of America in the name of the Company in accordance with the Act; and (iii) will cause the Lessee to service, repair, inspect, test, maintain, overhaul the Airframe and each Engine and install replacement equipment and parts on the Aircraft and each Engine (A) so as to keep the Airframe and each Engine in such operating condition as may be required to permit the Airframe and each Engine to be utilized in commercial operations, (B) so as to enable the airworthiness certification of the Airframe Engines to be maintained in good standing at all times under the Act, except when aircraft engines of the same type, model or series as the Airframe (powered by engines of the same type as those with which the Airframe shall be equipped at the time of grounding) Engines registered in the United States have been grounded by the FAA; provided, however, that if following its issuance, the United States FAA airworthiness certificate of the Aircraft any Engine shall be withdrawn, then subject to the provisions of Section 4(f) hereof, so long as the Company is diligently taking or causing to be taken all necessary action to promptly correct the condition which caused such withdrawal, no Event of Default shall arise from such withdrawal, (C) in accordance with the Lessee's FAA-approved maintenance, inspection and maintenance control programs, and in the same manner and with the same care used by the Lessee with respect to the same or similar aircraft and engines owned or operated by the Lessee so as to keep the same in as good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, which practices shall at all times be at or above the standard of the industry in the United States for prudent maintenance of similar equipment, and (D) in such manner as may be necessary to maintain in full force all warranties of the manufacturers thereof. The Company shall maintain, or shall cause Lessee to maintain, all records, logs and other materials which may be required to permit the Airframe and each Engine to be so utilized. The Company will comply in all material respects with all airworthiness directives, mandatory notes or modifications or similar requirements affecting the same (including those issued by the manufacturer or supplier) in such condition so as to comply with the provisions of this Mortgage and the rules and regulations of the FAA from time to time in force and applicable to the Aircraft and Engines. Neither the Airframe nor any No Engine will be maintained, used or operated in violation of any law or any rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to the Airframe or such Engine issued by any such authority, and in the event that such laws, rules, regulations or orders require alteration of the Airframe or any Engine, the Company, at its own cost and expense, will conform thereto or obtain conformance therewith and will maintain the same in proper operating condition under such laws, rules, regulations and orders; provided, however, that the Company may, in good faith (after having delivered to the Agent an Officer's Certificate stating the facts with respect thereto), contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not, in the Agent's opinion, adversely affect the interests under this Mortgage of the Agent or any Lender. The Company will not operate, use or locate the Airframe or any Engine, (I) in any area in which any insurance required to be maintained pursuant to Section 4(g) shall not be at the time in full force and effect, or in any area excluded from coverage by an insurance policy in effect with respect to the Airframe or any such Engine, except in the case of a requisition for use by the United States of America, and then only if Company obtains indemnity or "war risk" insurance in lieu of such insurance from the United States of America against the risks and in the amounts required by said Section covering such area, or (II) in any recognized or threatened area of hostilities unless fully covered to the Agent's satisfaction by war risk and political risk and allied perils insurance or unless the Airframe or any such Engine is operated or used under contract with the Government of the United States of America under which contract that Government provides "war risk" insurance or assumes liabilities for any damages, loss, destruction or failure to return possession of the Airframe or any such Engine at the end of the term of such contract and for injury to persons or damage to property of others. The Company shall not use the Aircraft any Engine nor suffer it to be used in any manner or for any purpose excepted from any of the insurance on or in respect of the Aircraft any such Engine or for the purpose of carriage of goods of any description excepted from such insurance nor do, or permit to be done, anything which, or admit to do anything the admission of which, may invalidate any of such insurance.