Common use of Replacement Airframes, Replacement Engines and Replacement Parts Clause in Contracts

Replacement Airframes, Replacement Engines and Replacement Parts. (a) If at any time and from time to time, the Airframe or Engine(s) may, or may be required to, be replaced under Section 6(a), 11(a), 11(b) or 16(c) of the Lease by a Replacement Airframe or Replacement Engine(s), as the case may be, in accordance with the provisions of this Section 5.06 and the provisions of said Sections of the Lease, the Owner Trustee shall, at such time or times, but subject to compliance with the conditions to such replacement set forth in the Lease, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine(s) as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon receipt by or deposit with the Indenture Trustee of the following: (1) A written request from the Owner Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be released and the Replacement Airframe and/or Replacement Engine(s). (2) A certificate signed by a duly authorized officer of the Lessee stating the following: A. With respect to the replacement of any Airframe: (i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number; (ii) a description of the Replacement Airframe (including the manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number) to be received as consideration for the Airframe to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Airframe the Owner Trustee will hold legal title to such Replacement Airframe free and clear of all Liens except Permitted Liens, that such Replacement Airframe will on such date be in good operating condition, and that such Replacement Airframe has been or, substantially concurrently with such replacement, is in the process of being duly registered with the Owner Trustee as owner thereof under the Federal Aviation Act or under the law then applicable to the registration of the Aircraft and that an airworthiness certificate has been duly issued under the Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe, and that such Trust Indenture 71 - 66 - registration and certificate is in full force and effect, and the Lessee or a Permitted Sublessee will have the full right and authority to use such Replacement Airframe; (iv) that the insurance required by Section 12 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full; (v) that the Replacement Airframe is of a like Airbus A320-231 model airframe with equivalent or better modification status delivered by the Manufacturer not earlier than June 30, 1988; (vi) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe; (vii) an appraisal prepared in accordance with the Appraisal Procedure (as defined in the Lease) confirms that the Replacement Airframe has a value, utility and remaining useful life at least equal to that of the Airframe which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of the Lease whether or not they are in fact so maintained; and (viii) that each of the conditions specified in Section 11(a) and (c) of the Lease with respect to such Replacement Airframe have been satisfied. B. With respect to the replacement of any Engine: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will hold title to such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good operating condition, and that such Replacement Engine is the same or an improved model as the Engine to be released; (iv) the value, remaining useful life and utility of the Replacement Engine as of the date of such certificate (which value, remaining useful life and utility shall not be Trust Indenture 72 - 67 - less than the then value, remaining useful life and utility of the Engine requested to be released, assuming such Engine was in the condition and repair required to be maintained under the Lease (but without regard to hours and cycles until overhaul)); (v) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such Replacement Engine; and (vi) that each of the conditions specified in Section 11(b) of the Lease with respect to such Replacement Engine have been satisfied. (3) The appropriate instrument or instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released, (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine (if any) (which warranties may be assigned by the Owner Trustee to Lessee pursuant to Section 5(d) of the Lease), and (iii) subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and subjecting to any relevant Assigned Sublease and Sublease Assignment, including, without limitation, an Indenture Supplement. (4) With respect to a Replacement Airframe, an appraisal from BK Associates, Avmark Services Ltd., AeroEconomics, Inc. or another firm of independent aircraft appraisers satisfactory to the Indenture Trustee confirming the accuracy of the information set forth in Section 5.06(a)2.A(vii) hereof. (5) The opinion of counsel to the Lessee, satisfactory to the Indenture Trustee, stating that: (i) the certificates, opinions and other instruments and/or property that have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; (ii) the Replacement Airframe and/or Replacement Engine(s) have been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and the Lease, and subjecting Trust Indenture 73 - 68 - to any relevant Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and/or Replacement Engine and the Lien of this Indenture on such Replacement Airframe and/or Replacement Engine; and (iii) the Owner Trustee and the Indenture Trustee (as assignee of the Owner Trustee's rights under the Lease) shall be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Replacement Airframe and, if an Event of Loss with respect to the Aircraft has occurred, the Replacement Engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement. (b) Upon the acquisition by the Owner Trustee of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act become subject to the Lien of this Indenture, and to the extent the Owner Trustee is divested of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act cease to be subject to the Lien of this Indenture. The Indenture Trustee shall at any time and from time to time at the request of the Lessee execute an appropriate written instrument or instruments to confirm the release of any Part from the Lien of this Indenture as provided in this Section 5.06(b), but only upon receipt by the Indenture Trustee of an Officers' Certificate of Lessee confirming such release is authorized by the terms hereof.

Replacement Airframes, Replacement Engines and Replacement Parts. (a) If at any time and from time to time, the Airframe or Engine(s) may, or may be required to, be replaced under Section 6(a), 11(a), 11(b) or 16(c) of the Lease by a Replacement Airframe or Replacement Engine(s), as the case may be, in accordance with the provisions of this Section 5.06 and the provisions of said Sections of the Lease, the Owner Trustee shall, at such time or times, but subject to compliance with the conditions to such replacement set forth in the Lease, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine(s) as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon receipt by or deposit with the Indenture Trustee of the following: (1) A written request from the Owner Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be released and the Replacement Airframe and/or Replacement Engine(s). (2) A certificate signed by a duly authorized officer of the Lessee stating the following: A. With respect to the replacement of any Airframe: (i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number; (ii) a description of the Replacement Airframe (including the manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number) to be received as consideration for the Airframe to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Airframe the Owner Trustee will hold legal title to such Replacement Airframe free and clear of all Liens except Permitted Liens, that such Replacement Airframe will on such date be in good operating condition, and that such Replacement Airframe has been or, substantially concurrently with such replacement, is in the process of being duly registered with the Owner Trustee as owner thereof under the Federal Aviation Act or under the law then applicable to the registration of the Aircraft and that an airworthiness certificate has been duly issued under the Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe, and that such Trust Indenture 71 - 66 - registration and certificate is in full force and effect, and the Lessee or a Permitted Sublessee will have the full right and authority to use such Replacement Airframe; (iv) that the insurance required by Section 12 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full; (v) that the Replacement Airframe is of a like Airbus A320-231 model airframe with equivalent or better modification status delivered by the Manufacturer not earlier than June 30, 1988; (vi) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe; (vii) an appraisal prepared in accordance with the Appraisal Procedure (as defined in the Lease) confirms that the Replacement Airframe has a value, utility and remaining useful life at least equal to that of the Airframe which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of the Lease whether or not they are in fact so maintained; and (viii) that each of the conditions specified in Section 11(a) and (c) of the Lease with respect to such Replacement Airframe have been satisfied. B. With respect to the replacement of any Engine: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will hold title to such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good operating condition, and that Trust Indenture 71 - 66 - such Replacement Engine is the same or an improved model as the Engine to be released; (iv) the value, remaining useful life and utility of the Replacement Engine as of the date of such certificate (which value, remaining useful life and utility shall not be Trust Indenture 72 - 67 - less than the then value, remaining useful life and utility of the Engine requested to be released, assuming such Engine was in the condition and repair required to be maintained under the Lease (but without regard to hours and cycles until overhaul)); (v) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such Replacement Engine; and (vi) that each of the conditions specified in Section 11(b) of the Lease with respect to such Replacement Engine have been satisfied. (3) The appropriate instrument or instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released, (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine (if any) (which warranties may be assigned by the Owner Trustee to Lessee pursuant to Section 5(d) of the Lease), and (iii) subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and subjecting to any relevant Assigned Sublease and Sublease Assignment, including, without limitation, an Indenture Supplement. (4) With respect to a Replacement Airframe, an appraisal from BK Associates, Avmark Services Ltd., AeroEconomics, Inc. or another firm of independent aircraft appraisers satisfactory to the Indenture Trustee confirming the accuracy of the information set forth in Section 5.06(a)2.A(vii) hereof. (5) The opinion of counsel to the Lessee, satisfactory to the Indenture Trustee, stating that: (i) the certificates, opinions and other instruments and/or property that have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; (ii) the Replacement Airframe and/or Replacement Engine(s) have been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and the Lease, and subjecting Trust Indenture 73 - 68 - to any relevant Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and/or Replacement Engine and the Lien of this Indenture on such Replacement Airframe and/or Replacement Engine; and (iii) the Owner Trustee and the Indenture Trustee (as assignee of the Owner Trustee's rights under the Lease) shall be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Replacement Airframe and, if an Event of Loss with respect to the Aircraft has occurred, the Replacement Engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement. (b) Upon the acquisition by the Owner Trustee of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act become subject to the Lien of this Indenture, and to the extent the Owner Trustee is divested of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act cease to be subject to the Lien of this Indenture. The Indenture Trustee shall at any time and from time to time at the request of the Lessee execute an appropriate written instrument or instruments to confirm the release of any Part from the Lien of this Indenture as provided in this Section 5.06(b), but only upon receipt by the Indenture Trustee of an Officers' Certificate of Lessee confirming such release is authorized by the terms hereof.

Replacement Airframes, Replacement Engines and Replacement Parts. (a) If at any time and from time to time, the Airframe or Engine(s) may, or may be required to, be replaced under Section 6(a), 11(a), 11(b) or 16(c) of the Lease by a Replacement Airframe or Replacement Engine(s), as the case may be, in accordance with the provisions of this Section 5.06 and the provisions of said Sections of the Lease, the Owner Trustee shall, at such time or times, but subject to compliance with the conditions to such replacement set forth in the Lease, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine(s) as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon receipt by or deposit with the Indenture Trustee of the following: (1) A written request from the Owner Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be released and the Replacement Airframe and/or Replacement Engine(s). (2) A certificate signed by a duly authorized officer of the Lessee stating the following: A. With respect to the replacement of any Airframe: (i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number; (ii) a description of the Replacement Airframe (including the manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number) to be received as consideration for the Airframe to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Airframe the Owner Trustee will hold legal title to such Replacement Airframe free and clear of all Liens except Permitted Liens, that such Replacement Airframe will on such date be in good operating condition, Trust Indenture and that such Replacement Airframe has been or, substantially concurrently with such replacement, is in the process of being duly registered with the Owner Trustee as owner thereof under the Federal Aviation Act or under the law then applicable to the registration of the Aircraft and that an airworthiness certificate has been duly issued under the Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe, and that such Trust Indenture 71 - 66 - registration and certificate is in full force and effect, and the Lessee or a Permitted Sublessee will have the full right and authority to use such Replacement Airframe; (iv) that the insurance required by Section 12 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full; (v) that the Replacement Airframe is of a like Airbus A320-231 model airframe with equivalent or better modification status delivered by the Manufacturer not earlier than June 30, 1988modifica- tion status; (vi) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe; (vii) an appraisal prepared in accordance with the Appraisal Procedure (as defined in the Lease) confirms that the Replacement Airframe has a value, utility and remaining useful life at least equal to that of the Airframe which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of the Lease whether or not they are in fact so maintained; and (viii) that each of the conditions specified in Section 11(a) and (c) of the Lease with respect to such Replacement Airframe have been satisfied. B. With respect to the replacement of any Engine: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will Trust Indenture 76 - 71 - hold title to such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good operating condition, and that such Replacement Engine is the same or an improved model as the Engine to be released; (iv) the value, remaining useful life and utility of the Replacement Engine as of the date of such certificate (which value, remaining useful life and utility shall not be Trust Indenture 72 - 67 - less than the then value, remaining useful life and utility of the Engine requested to be released, assuming such Engine was in the condition and repair required to be maintained under the Lease (but without regard to hours and cycles until overhaul)); (v) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such Replacement Engine; and (vi) that each of the conditions specified in Section 11(b) of the Lease with respect to such Replacement Engine have been satisfied. (3) The appropriate instrument or instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released, (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine (if any) (which warranties may be assigned by the Owner Trustee to Lessee pursuant to Section 5(d) of the Lease), and (iii) subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and subjecting to any relevant Assigned Sublease and Sublease Assignment, including, without limitation, an Indenture Supplement. (4) With respect to a Replacement Airframe, an appraisal from BK Associates, Avmark Services Ltd., AeroEconomics, Inc. or another firm of independent aircraft appraisers satisfactory to the Indenture Trustee confirming the accuracy of the information set forth in Section 5.06(a)2.A(vii) hereof. (5) The opinion of counsel to the Lessee, satisfactory to the Indenture Trustee, stating that: (i) the certificates, opinions and other instruments and/or property that have been or are therewith delivered to and deposited with the Indenture Trustee conform to the Trust Indenture requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; (ii) the Replacement Airframe and/or Replacement Engine(s) have been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and the Lease, and subjecting Trust Indenture 73 - 68 - to any relevant Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and/or Replacement Engine and the Lien of this Indenture on such Replacement Airframe and/or Replacement Engine; and (iii) the Owner Trustee and the Indenture Trustee (as assignee of the Owner Trustee's rights under the Lease) shall be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Replacement Airframe and, if an Event of Loss with respect to the Aircraft has occurred, the Replacement Engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement. (b) Upon the acquisition by the Owner Trustee of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act become subject to the Lien of this Indenture, and to the extent the Owner Trustee is divested of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act cease to be subject to the Lien of this Indenture. The Indenture Trustee shall at any time and from time to time at the request of the Lessee execute an appropriate written instrument or instruments to confirm the release of any Part from the Lien of this Indenture as provided in this Section 5.06(b), but only upon receipt by the Indenture Trustee of an Officers' Certificate of Lessee confirming such release is authorized by the terms hereof.

Replacement Airframes, Replacement Engines and Replacement Parts. (a) If at any time and from time to time, the Airframe or Engine(s) may, or may be required to, be replaced under Section 6(a), 11(a), 11(b) or 16(c) of the Lease by a Replacement Airframe or Replacement Engine(s), as the case may be, in accordance with the provisions of this Section 5.06 and the provisions of said Sections of the Lease, the Owner Trustee shall, at such time or times, but subject to compliance with the conditions to such replacement set forth in the Lease, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine(s) as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon receipt by or deposit with the Indenture Trustee of the following: (1) A written request from the Owner Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be released and the Replacement Airframe and/or Replacement Engine(s). (2) A certificate signed by a duly authorized officer of the Lessee stating the following: A. With respect to the replacement of any Airframe: (i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number;; Trust Indenture (ii) a description of the Replacement Airframe (including the manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number) to be received as consideration for the Airframe to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Airframe the Owner Trustee will hold legal title to such Replacement Airframe free and clear of all Liens except Permitted Liens, that such Replacement Airframe will on such date be in good operating condition, and that such Replacement Airframe has been or, substantially concurrently with such replacement, is in the process of being duly registered with the Owner Trustee as owner thereof under the Federal Aviation Act or under the law then applicable to the registration of the Aircraft and that an airworthiness certificate has been duly issued under the Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe, and that such Trust Indenture 71 - 66 - registration and certificate is in full force and effect, and the Lessee or a Permitted Sublessee will have the full right and authority to use such Replacement Airframe; (iv) that the insurance required by Section 12 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full; (v) that the Replacement Airframe is of a like Airbus A320-231 model airframe with equivalent or better modification status delivered by the Manufacturer not earlier than June 30, 1988; (vi) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe; (vii) an appraisal prepared in accordance with the Appraisal Procedure (as defined in the Lease) confirms that the Replacement Airframe has a value, utility and remaining useful life at least equal to that of the Airframe which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of the Lease whether or not they are in fact so maintained; and (viii) that each of the conditions specified in Section 11(a) and (c) of the Lease with respect to such Replacement Airframe have been satisfied.. Trust Indenture B. With respect to the replacement of any Engine: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will hold title to such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good operating condition, and that such Replacement Engine is the same or an improved model as the Engine to be released; (iv) the value, remaining useful life and utility of the Replacement Engine as of the date of such certificate (which value, remaining useful life and utility shall not be Trust Indenture 72 - 67 - less than the then value, remaining useful life and utility of the Engine requested to be released, assuming such Engine was in the condition and repair required to be maintained under the Lease (but without regard to hours and cycles until overhaul)); (v) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such Replacement Engine; and (vi) that each of the conditions specified in Section 11(b) of the Lease with respect to such Replacement Engine have been satisfied. (3) The appropriate instrument or instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released, (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine (if any) (which warranties may be assigned by the Owner Trustee to Lessee pursuant to Section 5(d) of the Lease), and (iii) subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and subjecting to any relevant Assigned Sublease and Sublease Assignment, including, without limitation, an Indenture Supplement. (4) With respect to a Replacement Airframe, an appraisal a certificate from BK Associates, Avmark Services Ltd., AeroEconomics, Inc. or another firm of independent aircraft appraisers satisfactory to Trust Indenture the Indenture Trustee confirming the accuracy of the information set forth in Section 5.06(a)2.A(vii) hereof. (5) The opinion of counsel to the Lessee, satisfactory to the Indenture Trustee, stating that: (i) the certificates, opinions and other instruments and/or property that have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; (ii) the Replacement Airframe and/or Replacement Engine(s) have been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and the Lease, and subjecting Trust Indenture 73 - 68 - to any relevant Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and/or Replacement Engine and the Lien of this Indenture on such Replacement Airframe and/or Replacement Engine; and (iii) the Owner Trustee and the Indenture Trustee (as assignee of the Owner Trustee's rights under the Lease) shall be entitled to the benefits and protections of Section 1110 of the Bankruptcy Code with respect to the Replacement Airframe and, if an Event of Loss with respect to the Aircraft has occurred, the Replacement Engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacementEngines. (b) Upon the acquisition by the Owner Trustee of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act become subject to the Lien of this Indenture, and to the extent the Owner Trustee is divested of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act cease to be subject to the Lien of this Indenture. The Indenture Trustee shall at any time and from time to time at the request of the Lessee execute an appropriate written instrument or instruments to confirm the release of any Part from the Lien of this Indenture as provided in this Section 5.06(b), but only upon receipt by the Indenture Trust Indenture Trustee of an Officers' Certificate of Lessee confirming such release is authorized by the terms hereof.

Replacement Airframes, Replacement Engines and Replacement Parts. (a) If at any time and from time to time, the Airframe or Engine(s) may, or may be required to, be replaced under Section 6(a), 11(a), 11(b) or 16(c) of the Lease by a Replacement Airframe or Replacement Engine(s), as the case may be, in accordance with the provisions of this Section 5.06 and the provisions of said Sections of the Lease, the Owner Trustee shall, at such time or times, but subject to compliance with the conditions to such replacement set forth in the Lease, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine(s) as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon receipt by or deposit with the Indenture Trustee of the following: (1) A written request from the Owner Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be released and the Replacement Airframe and/or Replacement Engine(s). (2) A certificate signed by a duly authorized officer of the Lessee stating the following: A. With respect to the replacement of any Airframe: (i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number; (ii) a description of the Replacement Airframe (including the manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number) to be received as consideration for the Airframe to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Airframe the Owner Trustee will hold legal title to such Replacement Airframe free and clear of all Liens except Permitted Liens, that such Replacement Airframe will on such date be in good operating condition, and that such Replacement Airframe has been or, substantially concurrently with such replacement, is in the process of being duly registered with the Owner Trustee as owner thereof under the Federal Aviation Act or under the law then applicable to the registration of the Aircraft and that an airworthiness certificate has been duly issued under the Trust Indenture Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe, and that such Trust Indenture 71 - 66 - registration and certificate is in full force and effect, and the Lessee or a Permitted Sublessee will have the full right and authority to use such Replacement Airframe; (iv) that the insurance required by Section 12 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full; (v) that the Replacement Airframe is of a like Airbus A320-231 model airframe with equivalent or better modification status delivered by the Manufacturer not earlier than June 30, 1988; (vi) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe; (vii) an appraisal prepared in accordance with the Appraisal Procedure (as defined in the Lease) confirms that the Replacement Airframe has a value, utility and remaining useful life at least equal to that of the Airframe which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of the Lease whether or not they are in fact so maintained; and (viii) that each of the conditions specified in Section 11(a) and (c) of the Lease with respect to such Replacement Airframe have been satisfied. B. With respect to the replacement of any Engine: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will hold title to such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good operating condition, and that such Replacement Engine is the same or an improved model as the Engine to be released;; Trust Indenture (iv) the value, remaining useful life and utility of the Replacement Engine as of the date of such certificate (which value, remaining useful life and utility shall not be Trust Indenture 72 - 67 - less than the then value, remaining useful life and utility of the Engine requested to be released, assuming such Engine was in the condition and repair required to be maintained under the Lease (but without regard to hours and cycles until overhaul)); (v) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such Replacement Engine; and (vi) that each of the conditions specified in Section 11(b) of the Lease with respect to such Replacement Engine have been satisfied. (3) The appropriate instrument or instruments (i) transferring trans ferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released, (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine (if any) (which warranties may be assigned by the Owner Trustee to Lessee pursuant to Section 5(d) of the Lease), and (iii) subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and subjecting to any relevant Assigned Sublease and Sublease Assignment, including, without limitation, an Indenture Supplement. (4) With respect to a Replacement Airframe, an appraisal a certificate from BK Associates, Avmark Services Ltd., AeroEconomics, Inc. or another firm of independent aircraft appraisers satisfactory to the Indenture Trustee confirming the accuracy of the information set forth in Section 5.06(a)2.A(vii) hereof. (5) The opinion of counsel to the Lessee, satisfactory to the Indenture Trustee, stating that: (i) the certificates, opinions and other instruments and/or property that have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with;; Trust Indenture (ii) the Replacement Airframe and/or Replacement Engine(s) have been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and the Lease, and subjecting Trust Indenture 73 - 68 - to any relevant Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and/or Replacement Engine and the Lien of this Indenture on such Replacement Airframe and/or Replacement Engine; and (iii) the Owner Trustee and the Indenture Trustee (as assignee of the Owner Trustee's rights under the Lease) shall be entitled to the benefits and protections of Section 1110 of the Bankruptcy Code with respect to the Replacement Airframe and, if an Event of Loss with respect to the Aircraft has occurred, the Replacement Engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacementEngines. (b) Upon the acquisition by the Owner Trustee of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act become subject to the Lien of this Indenture, and to the extent the Owner Trustee is divested of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act cease to be subject to the Lien of this Indenture. The Indenture Trustee shall at any time and from time to time at the request of the Lessee execute an appropriate written instrument or instruments to confirm the release of any Part from the Lien of this Indenture as provided in this Section 5.06(b), but only upon receipt by the Indenture Trustee of an Officers' Certificate of Lessee confirming such release is authorized by the terms hereof.

Replacement Airframes, Replacement Engines and Replacement Parts. (a) If at any time and from time to time, the Airframe or Engine(s) may, or may be required to, be replaced under Section 6(a), 11(a), 11(b) or 16(c) of the Lease by a Replacement Airframe or Replacement Engine(s), as the case may be, in accordance with the provisions of this Section 5.06 and the provisions of said Sections of the Lease, the Owner Trustee shall, at such time or times, but subject to compliance with the conditions to such replacement set forth in the Lease, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine(s) as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon receipt by or deposit with the Indenture Trustee of the following: (1) A written request from the Owner Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be released and the Replacement Airframe and/or Replacement Engine(s). (2) A certificate signed by a duly authorized officer of the Lessee stating the following: A. With respect to the replacement of any Airframe: (i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number; (ii) a description of the Replacement Airframe (including the manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number) to be received as consideration for the Airframe to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Airframe the Owner Trustee will hold legal title to (or, if the Japanese Lease Agreement is then in effect, be the beneficial owner of) such Replacement Airframe free and clear of all Liens except Permitted Liens, that such Replacement Airframe will on such date be in good operating condition, and that such Replacement Airframe has been or, substantially concurrently with such replacement, is in the process of being duly registered with the Owner Trustee as owner thereof under the Federal Aviation Act or under the law then applicable to the registration of the Aircraft and that an airworthiness certificate has been duly issued under the Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe, and that such Trust Indenture 71 - 66 - registration and certificate is in full force and effect, and the Lessee or a Permitted Sublessee will have the full right and authority to use such Replacement Airframe; (iv) that the insurance required by Section 12 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full; (v) that the Replacement Airframe is of a like Airbus A320-231 model airframe with equivalent or better modification status delivered by the Manufacturer not earlier than June 30, 1988status; (vi) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe; (vii) an appraisal prepared in accordance with the Appraisal Procedure (as defined in the Lease) confirms that the Replacement Airframe has a value, utility and remaining useful life at least equal to that of the Airframe which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of the Lease whether or not they are in fact so maintained; and (viii) that each of the conditions specified in Section 11(a) and (c) of the Lease with respect to such Replacement Airframe have been satisfied. B. With respect to the replacement of any Engine: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will hold title to (or, if the Japanese Lease Agreement is then in effect, beneficial ownership of) such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good operating condition, and that such Replacement Engine is the same or an improved model as the Engine to be released; (iv) the value, remaining useful life and utility of the Replacement Engine as of the date of such certificate (which value, remaining useful life and utility shall not be Trust Indenture 72 - 67 - less than the then value, remaining useful life and utility of the Engine requested to be released, assuming such Engine was in the condition and repair required to be maintained under the Lease (but without regard to hours and cycles until overhaul)); (v) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such Replacement Engine; and (vi) that each of the conditions specified in Section 11(b) of the Lease with respect to such Replacement Engine have been satisfied. (3) The appropriate instrument or instruments (i) transferring to the Owner Trustee title to (of, if the Japanese Lease Agreement is then in effect, beneficial ownership of) the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released, (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine (if any) (which warranties may be assigned by the Owner Trustee to Lessee pursuant to Section 5(d) of the Lease), and (iii) subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and to the Japanese Lease Agreement, if then in effect, and subjecting to any relevant Assigned Sublease and Sublease Assignment, including, without limitation, an Indenture Supplement. (4) With respect to a Replacement Airframe, an appraisal from BK Associates, Avmark Services Ltd., AeroEconomics, Inc. or another firm of independent aircraft appraisers satisfactory to the Indenture Trustee confirming the accuracy of the information set forth in Section 5.06(a)2.A(vii) hereof. (5) The opinion of counsel to the Lessee, Lessee satisfactory to the Indenture Trustee, stating that: (i) the certificates, opinions and other instruments and/or property that have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; (ii) the Replacement Airframe and/or Replacement Engine(s) have been validly subjected to the Lien of this Indenture and covered by the LeaseLease and the Japanese Lease Agreement, if then in effect, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and Indenture, the LeaseLease and, the Japanese Lease Agreement, if then in effect, and subjecting Trust Indenture 73 - 68 - to any relevant Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to (or, if the Japanese Lease Agreement is then in effect, the beneficial ownership of) the Owner Trustee to such Replacement Airframe and/or Replacement Engine and the Lien of this Indenture on such Replacement Airframe and/or Replacement Engine; and (iii) the Owner Trustee and the Indenture Trustee (as assignee of the Owner Trustee's rights under the Lease) shall be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Replacement Airframe and, if an Event of Loss with respect to the Aircraft has occurred, the Replacement Engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement. (b) Upon the acquisition by the Owner Trustee of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act become subject to the Lien of this Indenture, and to the extent the Owner Trustee is divested of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act cease to be subject to the Lien of this Indenture. The Indenture Trustee shall at any time and from time to time at the request of the Lessee execute an appropriate written instrument or instruments to confirm the release of any Part from the Lien of this Indenture as provided in this Section 5.06(b), but only upon receipt by the Indenture Trustee of an Officers' Certificate of Lessee confirming such release is authorized by the terms hereof.

Replacement Airframes, Replacement Engines and Replacement Parts. (a) If at any time and from time to time, the Airframe or Engine(s) may, or may be required to, be replaced under Section 6(a), 11(a), 11(b) or 16(c) of the Lease by a Replacement Airframe or Replacement Engine(s), as the case may be, in accordance with the provisions of this Section 5.06 and the provisions of said Sections of the Lease, the Owner Trustee shall, at such time or times, but subject to compliance with the conditions to such replacement set forth in the Lease, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine(s) as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon receipt by or deposit with the Indenture Trustee of the following: (1) A written request from the Owner Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be released and the Replacement Airframe and/or Replacement Engine(s). (2) A certificate signed by a duly authorized officer of the Lessee stating the following: A. With respect to the replacement of any Airframe: (i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number; (ii) a description of the Replacement Airframe (including the manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number) to be received as consideration for the Airframe to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Airframe the Owner Trustee will hold legal title to such Replacement Airframe free and clear of all Liens except Permitted Liens, that such Replacement Airframe will on such date be in good operating condition, and that such Replacement Airframe has been or, substantially concurrently with such replacement, is in the process of being duly registered with the Owner Trustee as owner thereof under the Federal Aviation Act or under the law then applicable to the registration of the Aircraft and that an airworthiness certificate has been duly issued under the Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe, and that such Trust Indenture 71 - 66 - registration and certificate is in full force and effect, and the Lessee or a Permitted Sublessee will have the full right and authority to use such Replacement Airframe; (iv) that the insurance required by Section 12 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full; (v) that the Replacement Airframe is of a like Airbus A320-231 model airframe with equivalent or better modification status delivered by the Manufacturer not earlier than June 30, 1988; (vi) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe; (vii) an appraisal prepared in accordance with the Appraisal Procedure (as defined in the Lease) confirms that the Replacement Airframe has a value, utility and remaining useful life at least equal to that of the Airframe which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of the Lease whether or not they are in fact so maintained; and (viii) that each of the conditions specified in Section 11(a) and (c) of the Lease with respect to such Replacement Airframe have been satisfied. B. With respect to the replacement of any Engine: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will hold title to such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good operating condition, and that such Replacement Engine is the same or an improved model as the Engine to be released; (iv) the value, remaining useful life and utility of the Replacement Engine as of the date of such certificate (which value, remaining useful life and utility shall not be Trust Indenture 72 - 67 - less than the then value, remaining useful life and utility of the Engine requested to be released, assuming such Engine was in the condition and repair required to be maintained under the Lease (but without regard to hours and cycles until overhaul)); (v) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such Replacement Engine; and (vi) that each of the conditions specified in Section 11(b) of the Lease with respect to such Replacement Engine have been satisfied. (3) The appropriate instrument or instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released, (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine (if any) (which warranties may be assigned by the Owner Trustee to Lessee pursuant to Section 5(d) of the Lease), and (iii) subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and subjecting to any relevant Assigned Sublease and Sublease Assignment, including, without limitation, an Indenture Supplement. (4) With respect to a Replacement Airframe, an appraisal from BK Associates, Avmark Services Ltd., AeroEconomics, Inc. or another firm of independent aircraft appraisers satisfactory to the Indenture Trustee confirming the accuracy of the information set forth in Section 5.06(a)2.A(vii) hereof. (5) The opinion of counsel to the Lessee, satisfactory to the Indenture Trustee, stating that: (i) the certificates, opinions and other instruments and/or property that have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; (ii) the Replacement Airframe and/or Replacement Engine(s) have been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and the Lease, and subjecting Trust Indenture 73 - 68 - to any relevant Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and/or Replacement Engine and the Lien of this Indenture on such Replacement Airframe and/or Replacement Engine; and (iii) the Owner Trustee and the Indenture Trustee (as assignee of the Owner Trustee's rights under the Lease) shall be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Replacement Airframe and, if an Event of Loss with respect to the Aircraft has occurred, the Replacement Engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement. (b) Upon the acquisition by the Owner Trustee of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act become subject to the Lien of this Indenture, and to the extent the Owner Trustee is divested of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act cease to be subject to the Lien of this Indenture. The Indenture Trustee shall at any time and from time to time at the request of the Lessee execute an appropriate written instrument or instruments to confirm the release of any Part from the Lien of this Indenture as provided in this Section 5.06(b), but only upon receipt by the Indenture Trustee of an Officers' Certificate of Lessee confirming such release is authorized by the terms hereof.the

Replacement Airframes, Replacement Engines and Replacement Parts. (a) If at any time and from time to time, the Airframe or Engine(s) may, or may be required to, be replaced under Section 6(a), 11(a), 11(b) or 16(c) of the Lease by a Replacement Airframe or Replacement Engine(s), as the case may be, in accordance with the provisions of this Section 5.06 and the provisions of said Sections of the Lease, the Owner Trustee shall, at such time or times, but subject to compliance with the conditions to such replacement set forth in the Lease, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine(s) as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon receipt by or deposit with the Indenture Trustee of the following: (1) A written request from the Owner Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be released and the Replacement Airframe and/or Replacement Engine(s). (2) A certificate signed by a duly authorized officer of the Lessee stating the following: A. With respect to the replacement of any Airframe: (i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number;; Trust Indenture (ii) a description of the Replacement Airframe (including the manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number) to be received as consideration for the Airframe to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Airframe the Owner Trustee will hold legal title to (or, if the Japanese Lease Agreement is then in effect, be the beneficial owner of) such Replacement Airframe free and clear of all Liens except Permitted Liens, that such Replacement Airframe will on such date be in good operating condition, and that such Replacement Airframe has been or, substantially concurrently with such replacement, is in the process of being duly registered with the Owner Trustee as owner thereof under the Federal Aviation Act or under the law then applicable to the registration of the Aircraft and that an airworthiness certificate has been duly issued under the Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe, and that such Trust Indenture 71 - 66 - registration and certificate is in full force and effect, and the Lessee or a Permitted Sublessee will have the full right and authority to use such Replacement Airframe; (iv) that the insurance required by Section 12 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full; (v) that the Replacement Airframe is of a like Airbus A320-231 model airframe with equivalent or better modification status delivered by the Manufacturer not earlier than June 30, 1988; (vi) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe; (vii) an appraisal prepared in accordance with the Appraisal Procedure (as defined in the Lease) confirms that the Replacement Airframe has a value, utility and remaining useful life at least equal to that of the Airframe which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of the Lease whether or not they are in fact so maintained; and (viii) that each of the conditions specified in Section 11(a) and (c) of the Lease with respect to such Replacement Airframe have been satisfied.. Trust Indenture B. With respect to the replacement of any Engine: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will hold title to (or, if the Japanese Lease Agreement is then in effect, beneficial ownership of) such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good operating condition, and that such Replacement Engine is the same or an improved model as the Engine to be released; (iv) the value, remaining useful life and utility of the Replacement Engine as of the date of such certificate (which value, remaining useful life and utility shall not be Trust Indenture 72 - 67 - less than the then value, remaining useful life and utility of the Engine requested to be released, assuming such Engine was in the condition and repair required to be maintained under the Lease (but without regard to hours and cycles until overhaul)); (v) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such Replacement Engine; and (vi) that each of the conditions specified in Section 11(b) of the Lease with respect to such Replacement Engine have been satisfied. (3) The appropriate instrument or instruments (i) transferring to the Owner Trustee title to (of, if the Japanese Lease Agreement is then in effect, beneficial ownership of) the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released, (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine (if any) (which warranties may be assigned by the Owner Trustee to Lessee pursuant to Section 5(d) of the Lease), and (iii) subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and to the Japanese Lease Agreement, if then in effect, and subjecting to any relevant Assigned Sublease and Sublease Assignment, including, without limitation, an Indenture Supplement.. Trust Indenture (4) With respect to a Replacement Airframe, an appraisal a certificate from BK Associates, Avmark Services Ltd., AeroEconomics, Inc. or another firm of independent aircraft appraisers satisfactory to the Indenture Trustee confirming the accuracy of the information set forth in Section 5.06(a)2.A(vii) hereof. (5) The opinion of counsel to the Lessee, Lessee satisfactory to the Indenture Trustee, stating that: (i) the certificates, opinions and other instruments and/or property that have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; (ii) the Replacement Airframe and/or Replacement Engine(s) have been validly subjected to the Lien of this Indenture and covered by the LeaseLease and the Japanese Lease Agreement, if then in effect, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and Indenture, the LeaseLease and, the Japanese Lease Agreement, if then in effect, and subjecting Trust Indenture 73 - 68 - to any relevant Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title of (or, if the Japanese Lease Agreement is then in effect, the beneficial ownership of) the Owner Trustee to such Replacement Airframe and/or Replacement Engine and the Lien of this Indenture on such Replacement Airframe and/or Replacement Engine; and (iii) the Owner Trustee and the Indenture Trustee (as assignee of the Owner Trustee's rights under the Lease) shall be entitled to the benefits and protections of Section 1110 of the Bankruptcy Code with respect to the Replacement Airframe and, if an Event of Loss with respect to the Aircraft has occurred, the Replacement Engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacementEngines. (b) Upon the acquisition by the Owner Trustee of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act become subject to the Lien of this Indenture, and to the extent the Owner Trustee is divested of title to or other interest in any Part under and as provided in the Lease, the same shall Trust Indenture automatically and without further act cease to be subject to the Lien of this Indenture. The Indenture Trustee shall at any time and from time to time at the request of the Lessee execute an appropriate written instrument or instruments to confirm the release of any Part from the Lien of this Indenture as provided in this Section 5.06(b), but only upon receipt by the Indenture Trustee of an Officers' Certificate of Lessee confirming such release is authorized by the terms hereof.

Replacement Airframes, Replacement Engines and Replacement Parts. (a) If at any time and from time to time, the Airframe or Engine(s) may, or may be required to, be replaced under Section 6(a), 11(a), 11(b) or 16(c) of the Lease by a Replacement Airframe or Replacement Engine(s), as the case may be, in accordance with the provisions of this Section 5.06 and the provisions of said Sections of the Lease, the Owner Trustee shall, at such time or times, but subject to compliance with the conditions to such replacement set forth in the Lease, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine(s) as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon receipt by or deposit with the Indenture Trustee of the following: (1) A written request from the Owner Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be released and the Replacement Airframe and/or Replacement Engine(s). (2) A certificate signed by a duly authorized officer of the Lessee stating the following: A. With respect to the replacement of any Airframe: (i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number; (ii) a description of the Replacement Airframe (including the manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number) to be received as consideration for the Airframe to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Airframe the Owner Trustee will hold legal title to such Replacement Airframe free and clear of all Liens except Permitted Liens, that such Replacement Airframe will on such date be in good operating condition, and that such Replacement Airframe has been or, substantially concurrently with such replacement, is in the process of being duly registered with the Owner Trustee as owner thereof under the Federal Aviation Act or under the law then applicable to the registration of the Aircraft and that an airworthiness certificate has been duly issued under the Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe, and that such Trust Indenture 71 - 66 - registration and certificate is in full force and effect, and the Lessee or a Permitted Sublessee will have the full right and authority to use such Replacement Airframe; (iv) that the insurance required by Section 12 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full; (v) that the Replacement Airframe is of a like Airbus A320-231 model airframe with equivalent or better modification status delivered by the Manufacturer not earlier than June 30, 1988; (vi) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe; (vii) an appraisal prepared in accordance with the Appraisal Procedure (as defined in the Lease) confirms that the Replacement Airframe has a value, utility and remaining useful life at least equal to that of the Airframe which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of the Lease whether or not they are in fact so maintained; and (viii) that each of the conditions specified in Section 11(a) and (c) of the Lease with respect to such Replacement Airframe have been satisfied. B. With respect to the replacement of any Engine: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will hold title to such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good operating condition, and that such Replacement Engine is the same or an improved model as the Engine to be released; (iv) the value, remaining useful life and utility of the Replacement Engine as of the date of such certificate (which value, remaining useful life and utility shall not be Trust Indenture 72 - 67 - less than the then value, remaining useful life and utility of the Engine requested to be released, assuming such Engine was in the condition and repair required to be maintained under the Lease (but without regard to hours and cycles until overhaul)); (v) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such Replacement Engine; and (vi) that each of the conditions specified in Section 11(b) of the Lease with respect to such Replacement Engine have been satisfied. (3) The appropriate instrument or instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released, (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine (if any) (which warranties may be assigned by the Owner Trustee to Lessee pursuant to Section 5(d) of the Lease), and (iii) subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and subjecting to any relevant Assigned Sublease and Sublease Assignment, including, without limitation, an Indenture Supplement. (4) With respect to a Replacement Airframe, an appraisal from BK Associates, Avmark Services Ltd., AeroEconomics, Inc. or another firm of independent aircraft appraisers satisfactory to the Indenture Trustee confirming the accuracy of the information set forth in Section 5.06(a)2.A(vii) hereof. (5) The opinion of counsel to the Lessee, satisfactory to the Indenture Trustee, stating that: (i) the certificates, opinions and other instruments and/or property that have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; (ii) the Replacement Airframe and/or Replacement Engine(s) have been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and the Lease, and subjecting Trust Indenture 73 - 68 - to any relevant Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and/or Replacement Engine and the Lien of this Indenture on such Replacement Airframe and/or Replacement Engine; and (iii) the Owner Trustee and the Indenture Trustee (as assignee of the Owner Trustee's rights under the Lease) shall be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Replacement Airframe and, if an Event of Loss with respect to the Aircraft has occurred, the Replacement Engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement. (b) Upon the acquisition by the Owner Trustee of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act become subject to the Lien of this Indenture, and to the extent the Owner Trustee is divested of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act cease to be subject to the Lien of this Indenture. The Indenture Trustee shall at any time and from time to time at the request of the Lessee execute an appropriate written instrument or instruments to confirm the release of any Part from the Lien of this Indenture as provided in this Section 5.06(b), but only upon receipt by the Indenture Trustee of an Officers' Certificate of Lessee confirming such release is authorized by the terms hereof.

Replacement Airframes, Replacement Engines and Replacement Parts. (a) If at any time and from time to time, the Airframe or Engine(s) may, or may be required to, be replaced under Section 6(a), 11(a), 11(b) or 16(c) of the Lease by a Replacement Airframe or Replacement Engine(s), as the case may be, in accordance with the provisions of this Section 5.06 and the provisions of said Sections of the Lease, the Owner Trustee shall, at such time or times, but subject to compliance with the conditions to such replacement set forth in the Lease, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine(s) as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon receipt by or deposit with the Indenture Trustee of the following: (1) A written request from the Owner Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be released and the Replacement Airframe and/or Replacement Engine(s). (2) A certificate signed by a duly authorized officer of the Lessee stating the following: A. With respect to the replacement of any Airframe: (i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number; (ii) a description of the Replacement Airframe (including the manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number) to be received as consideration for the Airframe to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Airframe the Owner Trustee will hold legal title to (or, if the Japanese Lease Agreement is then in effect, be the beneficial owner of) such Replacement Airframe free and clear of all Liens except Permitted Liens, that such Replacement Airframe will on such date be in good operating condition, and that such Replacement Airframe has been or, substantially concurrently with such replacement, is in the process of being duly registered with the Owner Trustee as owner thereof under the Federal Aviation Act or under the law then applicable to the registration of the Aircraft and that an airworthiness certificate has been duly issued under the Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe, and that such Trust Indenture 71 - 66 - registration and certificate is in full force and effect, and the Lessee or a Permitted Sublessee will have the full right and authority to use such Replacement Airframe; (iv) that the insurance required by Section 12 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full; (v) that the Replacement Airframe is of a like Airbus A320-231 model airframe with equivalent or better modification status delivered by the Manufacturer not earlier than June 30, 1988status; (vi) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe; (vii) an appraisal prepared in accordance with the Appraisal Procedure (as defined in the Lease) confirms that the Replacement Airframe has a value, utility and remaining useful life at least equal to that of the Airframe which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of the Lease whether or not they are in fact so maintained; and (viii) that each of the conditions specified in Section 11(a) and (c) of the Lease with respect to such Replacement Airframe have been satisfied. B. With respect to the replacement of any Engine: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will hold title to (or, if the Japanese Lease Agreement is then in effect, beneficial ownership of) such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good operating condition, and that such Replacement Engine is the same or an improved model as the Engine to be released; (iv) the value, remaining useful life and utility of the Replacement Engine as of the date of such certificate (which value, remaining useful life and utility shall not be Trust Indenture 72 - 67 - less than the then value, remaining useful life and utility of the Engine requested to be released, assuming such Engine was in the condition and repair required to be maintained under the Lease (but without regard to hours and cycles until overhaul)); (v) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such Replacement Engine; and (vi) that each of the conditions specified in Section 11(b) of the Lease with respect to such Replacement Engine have been satisfied. (3) The appropriate instrument or instruments (i) transferring to the Owner Trustee title to (of, if the Japanese Lease Agreement is then in effect, beneficial ownership of) the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released, (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine (if any) (which warranties may be assigned by the Owner Trustee to Lessee pursuant to Section 5(d) of the Lease), and (iii) subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and to the Japanese Lease Agreement, if then in effect, and subjecting to any relevant Assigned Sublease and Sublease Assignment, including, without limitation, an Indenture Supplement. (4) With respect to a Replacement Airframe, an appraisal from BK Associates, Avmark Services Ltd., AeroEconomics, Inc. or another firm of independent aircraft appraisers satisfactory to the Indenture Trustee confirming the accuracy of the information set forth in Section 5.06(a)2.A(vii) hereof. (5) The opinion of counsel to the Lessee, satisfactory to the Indenture Trustee, stating that: (i) the certificates, opinions and other instruments and/or property that have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; (ii) the Replacement Airframe and/or Replacement Engine(s) have been validly subjected to the Lien of this Indenture and covered by the LeaseLease and the Japanese Lease Agreement, if then in effect, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and Indenture, the LeaseLease and, the Japanese Lease Agreement, if then in effect, and subjecting Trust Indenture 73 - 68 - to any relevant Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to (or, if the Japanese Lease Agreement is then in effect, the beneficial ownership of) the Owner Trustee to such Replacement Airframe and/or Replacement Engine and the Lien of this Indenture on such Replacement Airframe and/or Replacement Engine; and (iii) the Owner Trustee and the Indenture Trustee (as assignee of the Owner Trustee's rights under the Lease) shall be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Replacement Airframe and, if an Event of Loss with respect to the Aircraft has occurred, the Replacement Engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement. (b) Upon the acquisition by the Owner Trustee of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act become subject to the Lien of this Indenture, and to the extent the Owner Trustee is divested of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act cease to be subject to the Lien of this Indenture. The Indenture Trustee shall at any time and from time to time at the request of the Lessee execute an appropriate written instrument or instruments to confirm the release of any Part from the Lien of this Indenture as provided in this Section 5.06(b), but only upon receipt by the Indenture Trustee of an Officers' Certificate of Lessee confirming such release is authorized by the terms hereof.

Replacement Airframes, Replacement Engines and Replacement Parts. (a) If at any time and from time to time, the Airframe or Engine(s) may, or may be required to, be replaced under Section 6(a), 11(a), 11(b) or 16(c) of the Lease by a Replacement Airframe or Replacement Engine(s), as the case may be, in accordance with the provisions of this Section 5.06 and the provisions of said Sections of the Lease, the Owner Trustee shall, at such time or times, but subject to compliance with the conditions to such replacement set forth in the Lease, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine(s) as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon receipt by or deposit with the Indenture Trustee of the following: (1) A written request from the Owner Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be released and the Replacement Airframe and/or Replacement Engine(s). (2) A certificate signed by a duly authorized officer of the Lessee stating the following: A. With respect to the replacement of any Airframe: (i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number; (ii) a description of the Replacement Airframe (including the manufacturer, model, FAA registration number (or other applicable registration number) and manufacturer's serial number) to be received as consideration for the Airframe to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Airframe the Owner Trustee will hold legal title to such Replacement Airframe free and clear of all Liens except Permitted Liens, that such Replacement Airframe will on such date be in good operating condition, and that such Replacement Airframe has been or, substantially concurrently with such replacement, is in the process of being duly registered with the Owner Trustee as owner thereof under the Federal Aviation Act or under the law then applicable to the registration of the Aircraft and that an airworthiness certificate has been duly issued under the Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe, and that such Trust Indenture 71 - 66 - registration and certificate is in full force and effect, and the Lessee or a Permitted Sublessee will have the full right and authority to use such Replacement Airframe; (iv) that the insurance required by Section 12 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full; (v) that the Replacement Airframe is of a like Airbus A320-231 model airframe with equivalent or better modification status delivered by the Manufacturer not earlier than June 30, 1988; (vi) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe; (vii) an appraisal prepared in accordance with the Appraisal Procedure (as defined in the Lease) confirms that the Replacement Airframe has a value, utility and remaining useful life at least equal to that of the Airframe which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of the Lease whether or not they are in fact so maintained; and (viii) that each of the conditions specified in Section 11(a) and (c) of the Lease with respect to such Replacement Airframe have been satisfied. B. With respect to the replacement of any Engine: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will hold title to such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good operating condition, and that such Replacement Engine is the same or an improved model as the Engine to be released; (iv) the value, remaining useful life and utility of the Replacement Engine as of the date of such certificate (which value, remaining useful life and utility shall not be Trust Indenture 72 - 67 - less than the then value, remaining useful life and utility of the Engine requested to be released, assuming such Engine was in the condition and repair required to be maintained under the Lease (but without regard to hours and cycles until overhaul)); (v) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such Replacement Engine; and (vi) that each of the conditions specified in Section 11(b) of the Lease with respect to such Replacement Engine have been satisfied. (3) The appropriate instrument or instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released, (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine (if any) (which warranties may be assigned by the Owner Trustee to Lessee pursuant to Section 5(d) of the Lease), and (iii) subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and subjecting to any relevant Assigned Sublease and Sublease Assignment, including, without limitation, an Indenture Supplement. (4) With respect to a Replacement Airframe, an appraisal from BK Associates, Avmark Services Ltd., AeroEconomics, Inc. or another firm of independent aircraft appraisers satisfactory to the Indenture Trustee confirming the accuracy of the information set forth in Section 5.06(a)2.A(vii) hereof. (5) The opinion of counsel to the Lessee, satisfactory to the Indenture Trustee, stating that: (i) the certificates, opinions and other instruments and/or property that have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; (ii) the Replacement Airframe and/or Replacement Engine(s) have been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lien of this Indenture and the Lease, and subjecting Trust Indenture 73 - 68 - to any relevant Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and/or Replacement Engine and the Lien of this Indenture on such Replacement Airframe and/or Replacement Engine; and (iii) the Owner Trustee and the Indenture Trustee (as assignee of the Owner Trustee's rights under the Lease) shall be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Replacement Airframe and, if an Event of Loss with respect to the Aircraft has occurred, the Replacement Engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement. (b) Upon the acquisition by the Owner Trustee of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act become subject to the Lien of this Indenture, and to the extent the Owner Trustee is divested of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act cease to be subject to the Lien of this Indenture. The Indenture Trustee shall at any time and from time to time at the request of the Lessee execute an appropriate written instrument or instruments to confirm the release of any Part from the Lien of this Indenture as provided in this Section 5.06(b), but only upon receipt by the Indenture Trustee of an Officers' Certificate of Lessee confirming such release is authorized by the terms hereof.