Common use of Replacement and Pooling of Parts Alterations Modifications and Additions Clause in Contracts

Replacement and Pooling of Parts Alterations Modifications and Additions. (i) Except as otherwise provided in Section 4(e)(iv), Company, at its own cost and expense, will promptly replace all Parts, which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair or testing, Company at its own cost and expense may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that, except as otherwise provided in Section 4(e)(iv), Company at its own cost and expense shall replace such Parts as promptly as practicable. All replacement Parts shall be owned by Company free and clear of all Liens (except Permitted Encumbrances and the Lease, and for pooling arrangements to the extent permitted by Section 4(e)(ii)), and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such property were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Engine shall remain the property of Company and shall remain subject to the lien and security interest of this Mortgage, no matter where located until such time as such Parts shall be replaced by parts which have been incorporated or installed in or attached to the Airframe or any Engine and which meet the requirements for replacement parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided, without further act, (A) title to such replacement Part shall vest in and such replacement part shall become the property of Company and shall become subject to the lien and security interest of this Mortgage and shall be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the property originally comprising, or installed on, such Airframe or such Engine, and (B) title to the replaced part shall no longer be the property of Company and shall thereupon become free and clear of all rights of Agent hereunder and shall no longer be deemed a Part hereunder. (ii) Any Part removed from the Airframe or any Engine as provided in Section 4(e)(i) may be subjected by Company or Lessee to a normal pooling arrangement of the type customary in the airline industry entered into by Lessee in the ordinary course of its business and entered into with Domestic Air Carriers that are not the subject of any bankruptcy, insolvency, or similar proceeding, voluntary or involuntary, provided the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Section 4(e)(i) as promptly as possible after the removal of such removed part. In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 4(e)(i) may be owned subject to such a pooling arrangement, provided Company, at its expense, as promptly thereafter as possible, either (A) causes such replacement Part to become subject to the lien and security interest of this Mortgage in accordance with Section 4(e)(i) by Company's acquiring title thereto for the benefit of Agent free and clear of all Liens (except Permitted Encumbrances and the Lease) or (B) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part owned by Company free and clear of all Liens (except Permitted Encumbrances and the Lease). (iii) Company, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction; provided that Company may, in good faith, contest the validity or application of any such standard in any reasonable matter that shall not adversely affect the Lien of this Mortgage or Lenders' interests therein. Company also agrees, at its own cost and expense, to make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards or requirements of any directive issued by a manufacturer relating to the Airframe or any Engine. In addition so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, Company, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Airframe and any Engine as Company may deem desirable in the proper conduct of its business or to accommodate the business of Lessee, provided no such alteration, modification or addition diminishes the value or utility or impairs the condition or airworthiness of the Airframe or such Engine below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition assuming the Airframe or such Engine were then in the condition and airworthiness required to be maintained by the terms of this Mortgage. (iv) All Parts incorporated or installed in or attached to or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, become the property of, and title to such parts shall vest in Company and shall be subject to the lien and security interest of this Mortgage; provided, that, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, Company may remove and not replace any such Part if it (A) is in addition to, and not in replacement of or in substitution for, any Part incorporated or installed in or attached to the Airframe or such Engine on the date hereof, on the date the Engine first becomes subject to the lien of this Mortgage, or any Part in replacement of or substitution for any such Part, (B) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the terms of Section 4(c) hereof or any other provision of this Mortgage and (C) can be removed from the Airframe or such Engine without diminishing or impairing the value, utility or airworthiness which the Airframe or such Engine would have had at such time had such alteration, modification or addition not occurred, assuming the Aircraft Collateral was otherwise in the condition required by this Mortgage. Upon the removal by Company of any such Part, as above provided, title thereto shall, without further act, be free and clear of all rights of the Agent hereunder and such Part shall no longer be deemed a Part hereunder. (v) Pursuant to the terms of the Leases, all obligations of Company pursuant to this Section 4(e) shall be performed by the Lessee, at the Lessee's own cost and expense, and all Parts and alterations, improvements or modifications in and additions to the Aircraft shall become subject to the Lien of this Mortgage and shall be leased to the Lessee under the applicable Lease. In no event shall the Lessor bear any liability or cost whatsoever for (i) any alteration or modification of, or addition to, the Airframe or any Engine, (ii) any grounding of the Aircraft, (iii) suspension of certification of the Aircraft, or (iv) loss of revenue suffered by the Company for any reason whatsoever.

Replacement and Pooling of Parts Alterations Modifications and Additions. (ia) Except as otherwise provided in Section 4(e)(iv11(d), CompanyLessee, at its own cost and expense, will promptly replace all Parts, which may from time to time be incorporated or installed in or attached to the Airframe or any Engine or any Spare Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair or testing, Company Lessee at its own cost and expense may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that, except as otherwise provided in Section 4(e)(iv11(d), Company Lessee at its own cost and expense shall replace such Parts as promptly as practicable. All replacement Parts shall be owned by Company Lessor free and clear of all Liens (except Permitted Encumbrances and the Lease, and for pooling arrangements to the extent permitted by Section 4(e)(ii11(b)), and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such property parts were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Engine or any Spare Engine shall remain the property of Company Lessor and shall remain subject to the lien and security interest of this the Aircraft Chattel Mortgage, no matter where located located, until such time as such Parts shall be replaced by parts which have been incorporated or installed in or attached to the Airframe or any Engine or any Spare Engine and which meet the requirements for replacement parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine or any Spare Engine as above provided, without further act, (A) title to such replacement Part shall vest in and such replacement part shall become the property of Company Lessor and shall become subject to this Lease and the lien and security interest of this the Aircraft Chattel Mortgage and shall be deemed part of the Airframe or such Engine or Spare Engine for all purposes hereof to the same extent as the property originally comprising, or installed on, such Airframe or such Engine or Spare Engine, and (B) title to the replaced part shall no longer be the property of Company Lessor and shall thereupon become free and clear of all rights of Agent Lessor hereunder and all rights derivative of Lessor's and shall no longer be deemed a Part hereunder. (iib) Any Part removed from the Airframe or any Engine or Spare Engine as provided in Section 4(e)(i11(a) may be subjected by Company or Lessee to a normal pooling arrangement of the type customary in the airline industry entered into by Lessee in the ordinary course of its business and entered into with Domestic Air Carriers that are not the subject of any bankruptcy, insolvency, or similar proceeding, voluntary or involuntary, provided the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine or Spare Engine in accordance with Section 4(e)(i11(a) as promptly as possible after the removal of such removed part. In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine or Spare Engine in accordance with Section 4(e)(i11(a) may be owned by any third party subject to such a pooling arrangement, provided CompanyLessee, at its expense, as promptly thereafter as possible, either (A) causes such replacement Part to become property of Lessor and subject to the lien and security interest of this the Aircraft Chattel Mortgage in accordance with Section 4(e)(i11(a) by Company's acquiring title thereto for the benefit of Agent free and clear of all Liens (except Permitted Encumbrances and the LeaseAircraft Chattel Mortgage relating to the Aircraft or Spare Engine) or (B) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine or Spare Engine a further replacement Part owned by Company Lessee which shall become the property of Lessor subject to the lien and security interest of the mortgage free and clear of all Liens (except Permitted Encumbrances and the LeaseAircraft Chattel Mortgage relating to the Aircraft or Spare Engine). (iiic) CompanyLessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe Airframe, the Engines and the Spare Engines as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction; provided provided, that Company Lessee may, in good faith, contest the validity or application of any such standard in any reasonable matter manner that shall not adversely affect the Lien of this Mortgage Lessor's or Lenders' interests thereinAgent's respective interests. Company Lessee also agrees, at its own cost and expense, to make or cause to be made such alterations and modifications in and additions to the Airframe Airframe, the Engines and the Spare Engines as may be required from time to time to meet the standards or requirements of any directive issued by a manufacturer relating to the Airframe or any Engine or Spare Engine. In addition so long as no Potential Event of Default or Lease Event of Default shall have occurred and be continuing, CompanyLessee, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Airframe and any Engine or Spare Engine as Company Lessee may deem desirable in the proper conduct of its business or to accommodate the business of Lesseebusiness, provided no such alteration, modification or addition diminishes the value or utility or impairs the condition or airworthiness of the Airframe or such Engine or Spare Engine below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition assuming the Airframe or such Engine or Spare Engine were then in the condition and airworthiness required to be maintained by the terms of this MortgageLease. (ivd) All Parts incorporated or installed in or attached to or added to the Airframe or any Engine or Spare Engine as the result of such alteration, modification or addition shall, without further act, become the property of, and title to such parts shall vest in Company Lessor and shall be subject to the lien and security interest of this the Aircraft Chattel Mortgage; provided, provided that, so long as no Potential Default or Lease Event of Default or Event of Default Default, shall have occurred and be continuing, Company Lessee may remove and not replace any such Part if it (A) is in addition to, and not in replacement of or in substitution for, any Part incorporated or installed in or attached to the Airframe or such Engine or Spare Engine on the date hereof, on the date the Engine first becomes subject to the lien of this Mortgage, or any Part in replacement of or substitution for any such Part, (B) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine or Spare Engine pursuant to the terms of Section 4(c10(a) hereof or any other provision of this Lease or the Aircraft Chattel Mortgage and (C) can be removed from the Airframe or such Engine or Spare Engine without diminishing or impairing the value, utility or airworthiness which the Airframe or such Engine or Spare Engine would have had at such time had such alteration, modification or addition not occurred, assuming the Aircraft Collateral Airframe or such Engine or Spare Engine was otherwise in the condition required by this Lease and the Aircraft Chattel Mortgage. Upon the removal by Company Lessee of any such Part, as above provided, title thereto shall, without further act, be free and clear of the interests of Lessor and all rights derivative of the Agent hereunder Lessor's and such Part shall no longer be deemed a Part hereunder. (ve) Pursuant to the terms of the Leases, all obligations of Company pursuant to this Section 4(e) shall be performed by the Lessee, at the Lessee's own cost and expense, and all Parts and alterations, improvements or modifications in and additions to the Aircraft shall become subject to the Lien of this Mortgage and shall be leased to the Lessee under the applicable Lease. In no event shall the Lessor bear any liability or cost whatsoever for (i) any alteration or modification of, or addition to, the Airframe or any Engine or Spare Engine, (ii) any grounding of the Aircraft, (iii) suspension of certification of the Aircraft, or (iv) loss of revenue suffered by the Company Lessee for any reason whatsoever.

Replacement and Pooling of Parts Alterations Modifications and Additions. (ia) Except as otherwise provided in Section 4(e)(iv11(d), CompanyLessee, at its own cost and expense, will promptly replace all Parts, which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair or testing, Company Lessee at its own cost and expense may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that, except as otherwise provided in Section 4(e)(iv11(d), Company Lessee at its own cost and expense shall replace such Parts as promptly as practicable. All replacement Parts shall be owned by Company Lessor free and clear of all Liens (except Permitted Encumbrances and the Lease, and for pooling arrangements to the extent permitted by Section 4(e)(ii11(b)), and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such property parts were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Engine shall remain the property of Company Lessor and shall remain subject to the lien and security interest of this the Aircraft Chattel Mortgage, no matter where located located, until such time as such Parts shall be replaced by parts which have been incorporated or installed in or attached to the Airframe or any Engine and which meet the requirements for replacement parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided, without further act, (A) title to such replacement Part shall vest in and such replacement part shall become the property of Company Lessor and shall become subject to this Lease and the lien and security interest of this the Aircraft Chattel Mortgage and shall be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the property originally comprising, or installed on, such Airframe or such Engine, and (B) title to the replaced part shall no longer be the property of Company Lessor and shall thereupon become free and clear of all rights of Agent Lessor hereunder and all rights derivative of Lessor's and shall no longer be deemed a Part hereunder. (iib) Any Part removed from the Airframe or any Engine as provided in Section 4(e)(i11(a) may be subjected by Company or Lessee to a normal pooling arrangement of the type customary in the airline industry entered into by Lessee in the ordinary course of its business and entered into with Domestic Air Carriers that are not the subject of any bankruptcy, insolvency, or similar proceeding, voluntary or involuntary, provided the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Section 4(e)(i11(a) as promptly as possible after the removal of such removed part. In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 4(e)(i11(a) may be owned by any third party subject to such a pooling arrangement, provided CompanyLessee, at its expense, as promptly thereafter as possible, either (A) causes such replacement Part to become property of Lessor and subject to the lien and security interest of this the Aircraft Chattel Mortgage in accordance with Section 4(e)(i11(a) by Company's acquiring title thereto for the benefit of Agent free and clear of all Liens (except Permitted Encumbrances and the LeaseAircraft Chattel Mortgage relating to the Aircraft) or (B) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part owned by Company Lessee which shall become the property of Lessor subject to the lien and security interest of the mortgage free and clear of all Liens (except Permitted Encumbrances and the LeaseAircraft Chattel Mortgage relating to the Aircraft). (iiic) CompanyLessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction; provided provided, that Company Lessee may, in good faith, contest the validity or application of any such standard in any reasonable matter manner that shall not adversely affect the Lien of this Mortgage Lessor's or Lenders' interests thereinAgent's respective interests. Company Lessee also agrees, at its own cost and expense, to make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards or requirements of any directive issued by a manufacturer relating to the Airframe or any Engine. In addition so long as no Potential Event of Default or Lease Event of Default shall have occurred and be continuing, CompanyLessee, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Airframe and any Engine as Company Lessee may deem desirable in the proper conduct of its business or to accommodate the business of Lesseebusiness, provided no such alteration, modification or addition diminishes the value or utility or impairs the condition or airworthiness of the Airframe or such Engine below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition assuming the Airframe or such Engine were then in the condition and airworthiness required to be maintained by the terms of this MortgageLease. (ivd) All Parts incorporated or installed in or attached to or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, become the property of, and title to such parts shall vest in Company Lessor and shall be subject to the lien and security interest of this the Aircraft Chattel Mortgage; provided, provided that, so long as no Potential Default or Lease Event of Default or Event of Default Default, shall have occurred and be continuing, Company Lessee may remove and not replace any such Part if it (A) is in addition to, and not in replacement of or in substitution for, any Part incorporated or installed in or attached to the Airframe or such Engine on the date hereof, on the date the Engine first becomes subject to the lien of this Mortgage, hereof or any Part in replacement of or substitution for any such Part, (B) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the terms of Section 4(c10(a) hereof or any other provision of this Lease or the Aircraft Chattel Mortgage and (C) can be removed from the Airframe or such Engine without diminishing or impairing the value, utility or airworthiness which the Airframe or such Engine would have had at such time had such alteration, modification or addition not occurred, assuming the Aircraft Collateral Airframe or such Engine was otherwise in the condition required by this Lease and the Aircraft Chattel Mortgage. Upon the removal by Company Lessee of any such Part, as above provided, title thereto shall, without further act, be free and clear of the interests of Lessor and all rights derivative of the Agent hereunder Lessor's and such Part shall no longer be deemed a Part hereunder. (ve) Pursuant to the terms of the Leases, all obligations of Company pursuant to this Section 4(e) shall be performed by the Lessee, at the Lessee's own cost and expense, and all Parts and alterations, improvements or modifications in and additions to the Aircraft shall become subject to the Lien of this Mortgage and shall be leased to the Lessee under the applicable Lease. In no event shall the Lessor bear any liability or cost whatsoever for (i) any alteration or modification of, or addition to, the Airframe or any Engine, (ii) any grounding of the Aircraft, (iii) suspension of certification of the Aircraft, or (iv) loss of revenue suffered by the Company Lessee for any reason whatsoever.

Replacement and Pooling of Parts Alterations Modifications and Additions. (ia) Except as otherwise provided in Section 4(e)(iv11(d), Companythe Lessee, at its own cost and expense, will promptly replace all Parts, which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair or testing, Company the Lessee at its own cost and expense may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, provided that, except as otherwise provided in Section 4(e)(iv11(d), Company the Lessee at its own cost and expense shall replace such Parts as promptly as practicable. All replacement Parts shall be owned by Company the Lessor free and clear of all Liens (except Permitted Encumbrances and the Lease, and for pooling arrangements to the extent permitted by Section 4(e)(ii11(b)), and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced replaced, assuming that such property parts were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Engine shall remain the property of Company the Lessor and shall remain subject to the lien and security interest of this the Aircraft Chattel Mortgage, no matter where located located, until such time as such Parts shall be replaced by parts which that have been incorporated or installed in or attached to the Airframe or any Engine and which that meet the requirements for replacement parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided, without further act, (A) title to such replacement Part shall vest in and such replacement part shall become the property of Company the Lessor and shall become subject to this Lease and the lien and security interest of this the Aircraft Chattel Mortgage and shall be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the property originally comprising, or installed on, such Airframe or such Engine, and (B) title to the replaced part shall no longer be the property of Company the Lessor and shall thereupon become free and clear of all rights of Agent the Lessor hereunder and all rights derivative of the Lessor's and shall no longer be deemed a Part hereunder. (iib) Any Part removed from the Airframe or any Engine as provided in Section 4(e)(i11(a) may be subjected by Company or the Lessee to a normal pooling arrangement of the type customary in the airline industry entered into by the Lessee in the ordinary course of its business and entered into with Domestic Air Carriers that are not the subject of any bankruptcy, insolvency, or similar proceeding, voluntary or involuntary; provided, provided that the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Section 4(e)(i11(a) as promptly as possible after the removal of such removed part. In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 4(e)(i11(a) may be owned by any third party subject to such a pooling arrangement, provided Companythat the Lessee, at its expense, as promptly thereafter as possible, either (A) causes such replacement Part to become property of the Lessor and subject to the lien and security interest of this the Aircraft Chattel Mortgage in accordance with Section 4(e)(i11(a) by Company's acquiring title thereto for the benefit of Agent free and clear of all Liens (except Permitted Encumbrances and the LeaseAircraft Chattel Mortgage relating to the Aircraft) or (B) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part owned by Company the Lessee which shall become the property of the Lessor subject to the lien and security interest of the mortgage free and clear of all Liens (except Permitted Encumbrances and the LeaseAircraft Chattel Mortgage relating to the Aircraft). (iiic) CompanyThe Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction; provided provided, that Company the Lessee may, in good faith, contest the validity or application of any such standard in any reasonable matter manner that shall not adversely affect the Lien of this Mortgage Lessor's or Lenders' interests thereinthe Agent's respective interests. Company The Lessee also agrees, at its own cost and expense, to make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards or requirements of any directive issued by a manufacturer relating to the Airframe or any Engine. In addition addition, so long as no Potential Event of Default or Lease Event of Default shall have occurred and be continuing, Companythe Lessee, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Airframe and any Engine as Company the Lessee may deem desirable in the proper conduct of its business or to accommodate the business of Lesseebusiness, provided that no such alteration, modification or addition diminishes the value or utility or impairs the condition or airworthiness of the Airframe or such Engine below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition addition, assuming that the Airframe or such Engine were then in the condition and airworthiness required to be maintained by the terms of this MortgageLease. (ivd) All Parts incorporated or installed in or attached to or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, become the property of, and title to such parts shall vest in Company the Lessor and shall be subject to the lien and security interest of this the Aircraft Chattel Mortgage; provided, that, so long as no Potential Event of Default or Lease Event of Default shall have occurred and be continuing, Company the Lessee may remove and not replace any such Part if it (A) is in addition to, and not in replacement of or in substitution for, any Part incorporated or installed in or attached to the Airframe or such Engine on the date hereof, on the date the Engine first becomes subject to the lien of this Mortgage, or any Part in replacement of or substitution for any such Part, (B) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the terms of Section 4(c10(a) hereof or any other provision of this Lease or the Aircraft Chattel Mortgage and (C) can be removed from the Airframe or such Engine without diminishing or impairing the value, utility or airworthiness which that the Airframe or such Engine would have had at such time had such alteration, modification or addition not occurred, assuming that the Aircraft Collateral Airframe or such Engine was otherwise in the condition required by this Lease and the Aircraft Chattel Mortgage. Upon the removal by Company the Lessee of any such Part, as above provided, title thereto shall, without further act, be free and clear of the interests of the Lessor and all rights derivative of the Agent hereunder Lessor's and such Part shall no longer be deemed a Part hereunder. (ve) Pursuant to the terms of the Leases, all obligations of Company pursuant to this Section 4(e) shall be performed by the Lessee, at the Lessee's own cost and expense, and all Parts and alterations, improvements or modifications in and additions to the Aircraft shall become subject to the Lien of this Mortgage and shall be leased to the Lessee under the applicable Lease. In no event shall the Lessor bear any liability or cost whatsoever for (i) any alteration or modification of, or addition to, the Airframe or any Engine, (ii) any grounding of the Aircraft, (iii) suspension of certification of the Aircraft, or (iv) loss of revenue suffered by the Company Lessee for any reason whatsoever.

Replacement and Pooling of Parts Alterations Modifications and Additions. (ia) Except as otherwise provided in Section 4(e)(iv11(d), CompanyLessee, at its own cost and expense, will promptly replace all Parts, which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair or testing, Company Lessee at its own cost and expense may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that, except as otherwise provided in Section 4(e)(iv11(d), Company Lessee at its own cost and expense shall replace such Parts as promptly as practicable. All replacement Parts shall be owned by Company Lessor free and clear of all Liens (except Permitted Encumbrances and the Lease, and for pooling arrangements to the extent permitted by Section 4(e)(ii11(b)), and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such property parts were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Engine shall remain the property of Company Lessor and shall remain subject to the lien and security interest of this the Aircraft Chattel Mortgage, no matter where located located, until such time as such Parts shall be replaced by parts which have been incorporated or installed in or attached to the Airframe or any Engine and which meet the requirements for replacement parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided, without further act, (A) title to such replacement Part shall vest in and such replacement part shall become the property of Company Lessor and shall become subject to this Lease and the lien and security interest of this the Aircraft Chattel Mortgage and shall be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the property originally comprising, or installed on, such Airframe or such Engine, and (B) title to the replaced part shall no longer be the property of Company Lessor and shall thereupon become free and clear of all rights of Agent Lessor hereunder and all rights derivative of Lessor's and shall no longer be deemed a Part hereunder. (iib) Any Part removed from the Airframe or any Engine as provided in Section 4(e)(i11(a) may be subjected by Company or Lessee to a normal pooling arrangement of the type customary in the airline industry entered into by Lessee in the ordinary course of its business and entered into with Domestic Air Carriers that are not the subject of any bankruptcy, insolvencyinsol- vency, or similar proceeding, voluntary or involuntary, provided the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Section 4(e)(i11(a) as promptly as possible after the removal of such removed part. In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 4(e)(i11(a) may be owned by any third party subject to such a pooling arrangement, provided CompanyLessee, at its expense, as promptly thereafter as possible, either (A) causes such replacement Part to become property of Lessor and subject to the lien and security interest of this the Aircraft Chattel Mortgage in accordance with Section 4(e)(i11(a) by Company's acquiring title thereto for the benefit of Agent free and clear of all Liens (except Permitted Encumbrances and the LeaseAircraft Chattel Mortgage relating to the Aircraft) or (B) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part owned by Company Lessee which shall become the property of Lessor subject to the lien and security interest of the mortgage free and clear of all Liens (except Permitted Encumbrances and the LeaseAircraft Chattel Mortgage relating to the Aircraft). (iiic) CompanyLessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction; provided provided, that Company Lessee may, in good faith, contest the validity or application of any such standard in any reasonable matter manner that shall not adversely affect the Lien of this Mortgage Lessor's or Lenders' interests thereinAgent's respective interests. Company Lessee also agrees, at its own cost and expense, to make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards or requirements of any directive issued by a manufacturer relating to the Airframe or any Engine. In addition so long as no Potential Event of Default or Lease Event of Default shall have occurred and be continuing, CompanyLessee, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Airframe and any Engine as Company Lessee may deem desirable in the proper conduct of its business or to accommodate the business of Lesseebusiness, provided no such alteration, modification or addition diminishes the value or utility or impairs the condition or airworthiness of the Airframe or such Engine below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition assuming the Airframe or such Engine were then in the condition and airworthiness required to be maintained by the terms of this MortgageLease. (ivd) All Parts incorporated or installed in or attached to or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, become the property of, and title to such parts shall vest in Company Lessor and shall be subject to the lien and security interest of this the Aircraft Chattel Mortgage; provided, provided that, so long as no Potential Default or Lease Event of Default or Event of Default Default, shall have occurred and be continuing, Company Lessee may remove and not replace any such Part if it (A) is in addition to, and not in replacement of or in substitution for, any Part incorporated or installed in or attached to the Airframe or such Engine on the date hereof, on the date the Engine first becomes subject to the lien of this Mortgage, hereof or any Part in replacement -55- 60 of or substitution for any such Part, (B) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the terms of Section 4(c10(a) hereof or any other provision of this Lease or the Aircraft Chattel Mortgage and (C) can be removed from the Airframe or such Engine without diminishing or impairing the value, utility or airworthiness which the Airframe or such Engine would have had at such time had such alteration, modification or addition not occurred, assuming the Aircraft Collateral Airframe or such Engine was otherwise in the condition required by this Lease and the Aircraft Chattel Mortgage. Upon the removal by Company Lessee of any such Part, as above provided, title thereto shall, without further act, be free and clear of the interests of Lessor and all rights derivative of the Agent hereunder Lessor's and such Part shall no longer be deemed a Part hereunder. (ve) Pursuant to the terms of the Leases, all obligations of Company pursuant to this Section 4(e) shall be performed by the Lessee, at the Lessee's own cost and expense, and all Parts and alterations, improvements or modifications in and additions to the Aircraft shall become subject to the Lien of this Mortgage and shall be leased to the Lessee under the applicable Lease. In no event shall the Lessor bear any liability or cost whatsoever for (i) any alteration or modification of, or addition to, the Airframe or any Engine, (ii) any grounding of the Aircraft, (iii) suspension of certification of the Aircraft, or (iv) loss of revenue suffered by the Company Lessee for any reason whatsoever.

Replacement and Pooling of Parts Alterations Modifications and Additions. (i) Except as otherwise provided in Section 4(e)(iv), Company, at its own cost and expense, will promptly replace all Parts, which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair or testing, Company at its own cost and expense may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that, except as otherwise provided in Section 4(e)(iv), Company at its own cost and expense shall replace such Parts as promptly as practicable. All replacement Parts shall be owned by Company free and clear of all Liens (except Permitted Encumbrances and the Lease, and for pooling arrangements to the extent permitted by Section 4(e)(ii)), and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such property were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Engine shall remain the property of Company and shall remain subject to the lien and security interest of this Mortgage, no matter where located until such time as such Parts shall be replaced by parts which have been incorporated or installed in or attached to the Airframe or any Engine and which meet the requirements for replacement parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided, without further act, (A) title to such replacement Part shall vest in and such replacement part shall become the property of Company and shall become subject to the lien and security interest of this Mortgage and shall be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the property originally comprising, or installed on, such Airframe or such Engine, and (B) title to the replaced part shall no longer be the property of Company and shall thereupon become free and clear of all rights of Agent hereunder and shall no longer be deemed a Part hereunder. (ii) Any Part removed from the Airframe or any Engine as provided in Section 4(e)(i) may be subjected by Company or Lessee to a normal pooling arrangement of the type customary in the airline industry entered into by Lessee in the ordinary course of its business and entered into with Domestic Air Carriers that are not the subject of any bankruptcy, insolvency, or similar proceeding, voluntary or involuntary, provided the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Section 4(e)(i) as promptly as possible after the removal of such removed part. In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 4(e)(i) may be owned subject to such a pooling arrangement, provided Company, at its expense, as promptly thereafter there after as possible, either (A) causes such replacement Part to become subject to the lien and security interest of this Mortgage in accordance with Section 4(e)(i) by Company's acquiring title thereto for the benefit of Agent free and clear of all Liens (except Permitted Encumbrances and the Lease) or (B) replaces re- places such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part owned by Company free and clear of all Liens (except Permitted Encumbrances and the Lease). (iii) Company, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction; provided that Company may, in good faith, contest the validity or application of any such standard in any reasonable matter that shall not adversely affect the Lien of this Mortgage or Lenders' interests therein. Company also agrees, at its own cost and expense, to make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards or requirements of any directive issued by a manufacturer relating to the Airframe or any Engine. In addition so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, Company, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Airframe and any Engine as Company may deem desirable in the proper conduct of its business or to accommodate the business of Lessee, provided no such alteration, modification or addition diminishes the value or utility or impairs the condition or airworthiness of the Airframe or such Engine below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition assuming the Airframe or such Engine were then in the condition and airworthiness required to be maintained by the terms of this Mortgage. (iv) All Parts incorporated or installed in or attached to or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, become the property of, and title to such parts shall vest in Company and shall be subject to the lien and security interest of this Mortgage; provided, that, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, Company may remove and not replace any such Part if it (A) is in addition to, and not in replacement of or in substitution for, any Part incorporated or installed in or attached to the Airframe or such Engine on the date hereof, on the date the Engine first becomes subject to the lien of this Mortgage, or any Part in replacement of or substitution for any such Part, (B) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the terms of Section 4(c) hereof or any other provision of this Mortgage and (C) can be removed from the Airframe or such Engine without diminishing or impairing the value, utility or airworthiness which the Airframe or such Engine would have had at such time had such alteration, modification or addition not occurred, assuming the Aircraft Collateral was otherwise in the condition required by this Mortgage. Upon the removal by Company of any such Part, as above provided, title thereto shall, without further act, be free and clear of all rights of the Agent hereunder and such Part shall no longer be deemed a Part hereunder. (v) Pursuant to the terms of the Leases, all obligations of Company pursuant to this Section 4(e) shall be performed by the Lessee, at the Lessee's own cost and expense, and all Parts and alterations, improvements or modifications in and additions to the Aircraft shall become subject to the Lien of this Mortgage and shall be leased to the Lessee under the applicable Lease. In no event shall the Lessor bear any liability or cost whatsoever for (i) any alteration or modification of, or addition to, the Airframe or any Engine, (ii) any grounding of the Aircraft, (iii) suspension of certification of the Aircraft, or (iv) loss of revenue suffered by the Company for any reason whatsoever.

Replacement and Pooling of Parts Alterations Modifications and Additions. (ia) Except as otherwise provided in Section 4(e)(iv), CompanyREPLACEMENT OF PARTS. Lessee, at its own cost and expense, will promptly replace all Parts, which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and Parts which may from time to time become worn outunserviceable, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair repair, overhaul or testing, Company Lessee may at its own cost and expense may remove any Parts, whether or not worn outunserviceable, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that, except as otherwise provided in Section 4(e)(iv), Company at its own cost and expense that Lessee shall replace such Parts as promptly as practicablepracticable and in any event within sixty (60) days after removal. All replacement Parts parts shall be owned by Company free and clear of all Liens (except Permitted Encumbrances and the Lease, and for pooling arrangements to the extent permitted by Section 4(e)(ii)), and shall be in as good operating condition as, and shall have a value value, utility, modification status and utility useful life at least equal to, the Parts replaced replaced, assuming such property replaced Parts were in the condition and repair and had the value, utility, modification status and useful life required to be maintained by the terms hereof. Additionally, all replacement parts shall have a current valid "serviceable tag" of the manufacturer or maintenance repair facility providing such parts to Lessee, identifying the manufacturer, vendor, part number, make, model and serial number, as well as the accumulated hours or cycles and whether such parts are new, serviceable or overhauled. No replacement part shall have less hours and cycles remaining thereon until refurbishment or replacement than the Part to be replaced. Lessee may temporarily replace any Part that has become unserviceable, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use with a part that does not meet the requirements of this paragraph if a complying part cannot be obtained within the available ground time of the Aircraft, provided the original Part is re-installed or the non-complying part is removed and replaced by a complying part as soon as practicable and in any event within 60 days or, if earlier, on the expiration or earlier termination of the Term. Except as provided in the preceding sentence, Lessee shall ensure that no part that is a life-limited part shall be installed on the Airframe or any Engine after the Delivery Date unless such part is new or Lessee has complete certified, back-to-birth records. All Parts at any time removed from the Aircraft, Airframe or any Engine shall remain the property of Company and shall remain subject to the lien and security interest of this MortgageLessor, no matter where located located, until such time as such Parts shall be replaced by parts which have been paid for by Lessee and incorporated or installed in or attached to the Aircraft, Airframe or any such Engine and which meet in compliance with the requirements for replacement parts specified aboveherein. Immediately upon any replacement Part part becoming incorporated or installed in or attached to the Aircraft, Airframe or any an Engine as above provided, without further act, : (Ai) title to such replacement Part part shall thereupon vest in and Lessor, (ii) such replacement part shall become the property of Company and shall become subject to the lien this Lease and security interest of this Mortgage and shall be deemed part of the Aircraft, Airframe or such Engine Engine, as the case may be, for all purposes hereof to the same extent as the property Part originally comprising, incorporated or installed onin or attached to the Aircraft, such Airframe or such Engine, and (Biii) title to the replaced part shall no longer be the property of Company and removed Part shall thereupon become vest in Lessee, free and clear of all rights of Agent hereunder Lessor and the Participants (and persons lawfully claiming through Lessor or the Participants), and shall no longer be deemed a Part hereunder. (ii) Any Part removed from the Airframe or any Engine as provided in Section 4(e)(i) may be subjected by Company or Lessee to a normal pooling arrangement of the type customary in the airline industry entered into by Lessee in the ordinary course of its business and entered into with Domestic Air Carriers that are not the subject of any bankruptcy, insolvency, or similar proceeding, voluntary or involuntary, provided the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Section 4(e)(i) as promptly as possible after the removal of such removed part. In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 4(e)(i) may be owned subject to such a pooling arrangement, provided Company, at its expense, as promptly thereafter as possible, either (A) causes such replacement Part to become subject to the lien and security interest of this Mortgage in accordance with Section 4(e)(i) by Company's acquiring title thereto for the benefit of Agent free and clear of all Liens (except Permitted Encumbrances and the Lease) or (B) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part owned by Company free and clear of all Liens (except Permitted Encumbrances and the Lease). (iii) Company, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction; provided that Company may, in good faith, contest the validity or application of any such standard in any reasonable matter that shall not adversely affect the Lien of this Mortgage or Lenders' interests therein. Company also agrees, at its own cost and expense, to make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards or requirements of any directive issued by a manufacturer relating to the Airframe or any Engine. In addition so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, Company, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Airframe and any Engine as Company may deem desirable in the proper conduct of its business or to accommodate the business of Lessee, provided no such alteration, modification or addition diminishes the value or utility or impairs the condition or airworthiness of the Airframe or such Engine below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition assuming the Airframe or such Engine were then in the condition and airworthiness required to be maintained by the terms of this Mortgage. (iv) All Parts incorporated or installed in or attached to or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, become the property of, and title to such parts shall vest in Company and shall be subject to the lien and security interest of this Mortgage; provided, that, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, Company may remove and not replace any such Part if it (A) is in addition to, and not in replacement of or in substitution for, any Part incorporated or installed in or attached to the Airframe or such Engine on the date hereof, on the date the Engine first becomes subject to the lien of this Mortgage, or any Part in replacement of or substitution for any such Part, (B) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the terms of Section 4(c) hereof or any other provision of this Mortgage and (C) can be removed from the Airframe or such Engine without diminishing or impairing the value, utility or airworthiness which the Airframe or such Engine would have had at such time had such alteration, modification or addition not occurred, assuming the Aircraft Collateral was otherwise in the condition required by this Mortgage. Upon the removal by Company of any such Part, as above provided, title thereto shall, without further act, be free and clear of all rights of the Agent hereunder and such Part shall no longer be deemed a Part hereunder. (v) Pursuant to the terms of the Leases, all obligations of Company pursuant to this Section 4(e) shall be performed by the Lessee, at the Lessee's own cost and expense, and all Parts and alterations, improvements or modifications in and additions to the Aircraft shall become subject to the Lien of this Mortgage and shall be leased to the Lessee under the applicable Lease. In no event shall the Lessor bear any liability or cost whatsoever for (i) any alteration or modification of, or addition to, the Airframe or any Engine, (ii) any grounding of the Aircraft, (iii) suspension of certification of the Aircraft, or (iv) loss of revenue suffered by the Company for any reason whatsoever.

Replacement and Pooling of Parts Alterations Modifications and Additions. (ia) Except as otherwise provided in Section 4(e)(iv), CompanyReplacement of Parts. Grantors, at its their own cost and expense, will promptly replace or cause to be replaced all Parts, which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in Section 2.02(c). In addition, a Grantor (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair repair, overhaul or testing, Company at its own cost and expense may remove any PartsPart, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use, ; provided thatthat such Grantor (or any Permitted Lessee), except as otherwise provided in Section 4(e)(iv2.02(c), Company at its own cost and expense shall replace replaces such Parts Part as promptly as practicable. All replacement Parts shall be owned by Company a Grantor free and clear of all Liens (except Permitted Encumbrances and the LeaseCollateral Liens, and for pooling arrangements to the extent permitted by Section 4(e)(ii)), 2.02(b) hereof and replacement parts temporarily installed on an emergency basis) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such property were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Airframe any Airframe, Engine or any Spare Engine shall remain the property of Company a Grantor and shall remain subject to the lien and security interest Lien of this Mortgage, no matter where located located, until such time as such Parts shall be replaced by parts which have been incorporated or installed in or attached to the Airframe or any Engine and Parts which meet the requirements for replacement parts Parts specified aboveherein. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe applicable Airframe, Engine or any Engine as above providedSpare Engine, without further actact (subject only to Permitted Collateral Liens and any pooling arrangement permitted by Section 2.02(b) hereof and except replacement parts temporarily installed on an emergency basis), (A) title to such replacement Part shall vest in and such replacement part shall become the property of Company a Grantor and shall become subject to the lien and security interest Lien of this Mortgage and shall be deemed part of the Airframe or such Engine a Part for all purposes hereof to the same extent as the property Parts originally comprising, incorporated or installed onin or attached to such Airframe, such Airframe Engine or such Engine, Spare Engine and (B) title to the replaced part Part shall no longer be the property of Company and shall thereupon become free and clear of all rights of the Administrative Agent hereunder and shall no longer be deemed a Part hereunder. (ii) Any Part removed from the Airframe or any Engine as provided in Section 4(e)(i) may be subjected by Company or Lessee to . Upon request of a normal pooling arrangement of the type customary in the airline industry entered into by Lessee in the ordinary course of its business and entered into with Domestic Air Carriers that are not the subject of any bankruptcy, insolvency, or similar proceeding, voluntary or involuntary, provided the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Section 4(e)(i) as promptly as possible after the removal of such removed part. In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 4(e)(i) may be owned subject to such a pooling arrangement, provided Company, at its expense, as promptly thereafter as possible, either (A) causes such replacement Part to become subject to the lien and security interest of this Mortgage in accordance with Section 4(e)(i) by Company's acquiring title thereto for the benefit of Agent free and clear of all Liens (except Permitted Encumbrances and the Lease) or (B) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part owned by Company free and clear of all Liens (except Permitted Encumbrances and the Lease). (iii) Company, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required Grantor from time to time time, the Administrative Agent shall execute and deliver to meet such Grantor an appropriate instrument confirming the standards of the FAA or other governmental authority having jurisdiction; provided that Company may, in good faith, contest the validity or application release of any such standard in any reasonable matter that shall not adversely affect replaced Part from the Lien of this Mortgage or Lenders' interests therein. Company also agrees, at its own cost and expense, to make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards or requirements of any directive issued by a manufacturer relating to the Airframe or any Engine. In addition so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, Company, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Airframe and any Engine as Company may deem desirable in the proper conduct of its business or to accommodate the business of Lessee, provided no such alteration, modification or addition diminishes the value or utility or impairs the condition or airworthiness of the Airframe or such Engine below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition assuming the Airframe or such Engine were then in the condition and airworthiness required to be maintained by the terms of this Mortgage. (iv) All Parts incorporated or installed in or attached to or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, become the property of, and title to such parts shall vest in Company and shall be subject to the lien and security interest of this Mortgage; provided, that, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, Company may remove and not replace any such Part if it (A) is in addition to, and not in replacement of or in substitution for, any Part incorporated or installed in or attached to the Airframe or such Engine on the date hereof, on the date the Engine first becomes subject to the lien of this Mortgage, or any Part in replacement of or substitution for any such Part, (B) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the terms of Section 4(c) hereof or any other provision of this Mortgage and (C) can be removed from the Airframe or such Engine without diminishing or impairing the value, utility or airworthiness which the Airframe or such Engine would have had at such time had such alteration, modification or addition not occurred, assuming the Aircraft Collateral was otherwise in the condition required by this Mortgage. Upon the removal by Company of any such Part, as above provided, title thereto shall, without further act, be free and clear of all rights of the Agent hereunder and such Part shall no longer be deemed a Part hereunder. (v) Pursuant to the terms of the Leases, all obligations of Company pursuant to this Section 4(e) shall be performed by the Lessee, at the Lessee's own cost and expense, and all Parts and alterations, improvements or modifications in and additions to the Aircraft shall become subject to the Lien of this Mortgage and shall be leased to the Lessee under the applicable Lease. In no event shall the Lessor bear any liability or cost whatsoever for (i) any alteration or modification of, or addition to, the Airframe or any Engine, (ii) any grounding of the Aircraft, (iii) suspension of certification of the Aircraft, or (iv) loss of revenue suffered by the Company for any reason whatsoever.

Replacement and Pooling of Parts Alterations Modifications and Additions. (i) Company will deliver the Aircraft to (the party modifying the Aircraft under the Modification Agreement) for modification under the Modification Agreement no later than __________, __, 199_ (six months after the date of this Mortgage). (ii) Except as otherwise provided in Section 4(e)(iv), Company, at its own cost and expense, will promptly replace all Parts, which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair or testing, Company at its own cost and expense may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that, except as otherwise provided in Section 4(e)(iv), Company at its own cost and expense shall replace such Parts as promptly as practicable. All replacement Parts shall be owned by Company free and clear of all Liens (except Permitted Encumbrances and the Lease, and for pooling arrangements to the extent permitted by Section 4(e)(ii4(e)(iii)), and shall be in as good 162 operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such property were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Engine shall remain the property of Company and shall remain subject to the lien and security interest of this Mortgage, no matter where located until such time as such Parts shall be replaced by parts which have been incorporated or installed in or attached to the Airframe or any Engine and which meet the requirements for replacement parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided, without further act, (A) title to such replacement Part shall vest in and such replacement part shall become the property of Company and shall become subject to the lien and security interest of this Mortgage and shall be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the property originally comprising, or installed on, such Airframe or such Engine, and (B) title to the replaced part shall no longer be the property of Company and shall thereupon become free and clear of all rights of Administrative Agent hereunder and shall no longer be deemed a Part hereunder. (iiiii) Any Part removed from the Airframe or any Engine as provided in Section 4(e)(i4(e)(ii) may be subjected by Company or Lessee to a normal pooling arrangement of the type customary in the airline industry entered into by Lessee Company in the ordinary course of its business and entered into with Domestic Carriers or Foreign Air Carriers that are not the subject of any bankruptcy, insolvency, or similar proceeding, voluntary or involuntary, provided the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Section 4(e)(i4(e)(ii) as promptly as possible after the removal of such removed part. In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 4(e)(i4(e)(ii) may be owned subject to such a pooling arrangement, provided Company, at its expense, as promptly thereafter as possible, either (A) causes such replacement Part to become subject to the lien and security interest of this Mortgage in accordance with Section 4(e)(i4(e)(ii) by Company's acquiring title thereto for the benefit of Administrative Agent free and clear of all Liens (except Permitted Encumbrances and the LeaseEncumbrances) or (B) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part owned by Company free and clear of all Liens (except Permitted Encumbrances and the LeaseEncumbrances). (iiiiv) Company, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction; provided provided, that Company may, in good faith, contest the validity or application of any such standard in any reasonable matter that shall not adversely affect the Lien of this Mortgage or Lenders' interests therein. Company also agrees, at its own cost and expense, to make or cause to 163 be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards or requirements of any directive issued by a manufacturer relating to the Airframe or any Engine. In addition so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, Company, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Airframe and any Engine as Company may deem desirable in the proper conduct of its business or to accommodate the business of Lesseebusiness, provided no such alteration, modification or addition diminishes the value or utility or impairs the condition or airworthiness of the Airframe or such Engine below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition assuming the Airframe or such Engine were then in the condition and airworthiness required to be maintained by the terms of this Mortgage. (iv) . All Parts owned by Company incorporated or installed in or attached to or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, become the property of, and title to such parts shall vest in Company and shall be subject to the lien and security interest of this Mortgage; provided, that, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, Company may remove and not replace any such Part if it (A) is in addition to, and not in replacement of or in substitution for, any Part incorporated or installed in or attached to the Airframe or such Engine on the date hereof, on the date the Engine first becomes subject to the lien of this Mortgage, Mortgage or the date the Airframe or Engine is redelivered under the Modification Agreement or any Part in replacement of or substitution for any such Part, (B) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the terms of Section 4(c) hereof or any other provision of this Mortgage and (C) can be removed from the Airframe or such Engine without diminishing or impairing the value, utility or airworthiness which the Airframe or such Engine would have had (if following the modification contemplated by Section 4(e)(i), after giving effect to such Modification) at such time had such alteration, modification or addition not occurred, assuming the Collateral Aircraft Collateral was otherwise in the condition required by this Mortgage. Upon the removal by Company of any such Part, as above provided, title thereto shall, without further act, be free and clear of all rights of the Administrative Agent hereunder and such Part shall no longer be deemed a Part hereunder. (v) Pursuant to the terms of the Leases, all obligations of Company pursuant to this Section 4(e) shall be performed by the Lessee, at the Lessee's own cost and expense, and all Parts and alterations, improvements or modifications in and additions to the Aircraft shall become subject to the Lien of this Mortgage and shall be leased to the Lessee under the applicable Lease. In no event shall the Lessor bear any liability or cost whatsoever for (i) any alteration or modification of, or addition to, the Airframe or any Engine, (ii) any grounding of the Aircraft, (iii) suspension of certification of the Aircraft, or (iv) loss of revenue suffered by the Company for any reason whatsoever.

Replacement and Pooling of Parts Alterations Modifications and Additions. (i) Company will deliver the Aircraft to (the party modifying the Aircraft under the Modification Agreement) for modification under the Modification Agreement no later than ___________, 199__ (six months after the date of this Mortgage). (ii) Except as otherwise provided in Section 4(e)(iv), Company, at its own cost and expense, will promptly replace all Parts, which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair or testing, Company at its own cost and expense may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that, except as otherwise provided in Section 4(e)(iv), Company at its own cost and expense shall replace such Parts as promptly as practicable. All replacement Parts shall be owned by Company free and clear of all Liens (except the lien of the First Mortgage and Permitted Encumbrances and the Lease, and for pooling arrangements to the extent permitted by Section 4(e)(iiSec- 199 tion 4(e)(iii)), and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such property were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Engine shall remain the property of Company and shall remain subject to the lien and security interest of this Mortgage, no matter where located until such time as such Parts shall be replaced by parts which have been incorporated or installed in or attached to the Airframe or any Engine and which meet the requirements for replacement parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided, without further act, (A) title to such replacement Part shall vest in and such replacement part shall become the property of Company and shall become subject to the lien and security interest of this Mortgage and shall be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the property originally comprising, or installed on, such Airframe or such Engine, and (B) title to the replaced part shall no longer be the property of Company and shall thereupon become free and clear of all rights of Administrative Agent hereunder and shall no longer be deemed a Part hereunder. (iiiii) Any Part removed from the Airframe or any Engine as provided in Section 4(e)(i4(e)(ii) may be subjected by Company or Lessee to a normal pooling arrangement of the type customary in the airline industry entered into by Lessee Company in the ordinary course of its business and entered into with Domestic Carriers or Foreign Air Carriers that are not the subject of any bankruptcy, insolvency, or similar proceeding, voluntary or involuntary, provided the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Section 4(e)(i4(e)(ii) as promptly as possible after the removal of such removed part. In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 4(e)(i4(e)(ii) may be owned subject to such a pooling arrangement, provided Company, at its expense, as promptly thereafter as possible, either (A) causes such replacement Part to become subject to the lien and security interest of this Mortgage in accordance with Section 4(e)(i4(e)(ii) by Company's acquiring title thereto for the benefit of Administrative Agent free and clear of all Liens (except the lien of the First Mortgage and Permitted Encumbrances and the LeaseEncumbrances) or (B) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part owned by Company free and clear of all Liens (except the lien of the First Mortgage and Permitted Encumbrances and the LeaseEncumbrances). (iiiiv) Company, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction; provided provided, that Company may, in good faith, contest the validity or application of any such standard in any reasonable matter that shall not adversely affect the Lien of this Mortgage or Lenders' interests therein. Company also agrees, at its own cost and expense, to make or cause to 200 be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards or requirements of any directive issued by a manufacturer relating to the Airframe or any Engine. In addition so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, Company, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Airframe and any Engine as Company may deem desirable in the proper conduct of its business or to accommodate the business of Lesseebusiness, provided no such alteration, modification or addition diminishes the value or utility or impairs the condition or airworthiness of the Airframe or such Engine below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition assuming the Airframe or such Engine were then in the condition and airworthiness required to be maintained by the terms of this Mortgage. (iv) . All Parts owned by Company incorporated or installed in or attached to or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, become the property of, and title to such parts shall vest in Company and shall be subject to the lien and security interest of this Mortgage; provided, that, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, Company may remove and not replace any such Part if it (A) is in addition to, and not in replacement of or in substitution for, any Part incorporated or installed in or attached to the Airframe or such Engine on the date hereof, on the date the Engine first becomes subject to the lien of this Mortgage, Mortgage or the date the Airframe or Engine is redelivered under the Modification Agreement or any Part in replacement of or substitution for any such Part, (B) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the terms of Section 4(c) hereof or any other provision of this Mortgage and (C) can be removed from the Airframe or such Engine without diminishing or impairing the value, utility or airworthiness which the Airframe or such Engine would have had (if following the modification contemplated by Section 4(e)(i), after giving effect to such Modification) at such time had such alteration, modification or addition not occurred, assuming the Collateral Aircraft Collateral was otherwise in the condition required by this Mortgage. Upon the removal by Company of any such Part, as above provided, title thereto shall, without further act, be free and clear of all rights of the Administrative Agent hereunder and such Part shall no longer be deemed a Part hereunder. (v) Pursuant to the terms of the Leases, all obligations of Company pursuant to this Section 4(e) shall be performed by the Lessee, at the Lessee's own cost and expense, and all Parts and alterations, improvements or modifications in and additions to the Aircraft shall become subject to the Lien of this Mortgage and shall be leased to the Lessee under the applicable Lease. In no event shall the Lessor bear any liability or cost whatsoever for (i) any alteration or modification of, or addition to, the Airframe or any Engine, (ii) any grounding of the Aircraft, (iii) suspension of certification of the Aircraft, or (iv) loss of revenue suffered by the Company for any reason whatsoever.

Replacement and Pooling of Parts Alterations Modifications and Additions. (i) Except as otherwise provided in Section 4(e)(iv), the Company, at its own cost and expense, will promptly replace all Parts, which that may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair or testing, the Company at its own cost and expense may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, provided that, except as otherwise provided in Section 4(e)(iv), the Company at its own cost and expense shall replace such Parts as promptly as practicable. All replacement Parts shall be owned by the Company free and clear of all Liens (except Permitted Encumbrances and the Lease, and for pooling arrangements to the extent permitted by Section 4(e)(ii)), and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such property were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Engine shall remain the property of the Company and shall remain subject to the lien and security interest of this Mortgage, no matter where located until such time as such Parts shall be replaced by parts which that have been incorporated or installed in or attached to the Airframe or any Engine and which meet the requirements for replacement parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided, without further act, (A) title to such replacement Part shall vest in and such replacement part shall become the property of the Company and shall become subject to the lien and security interest of this Mortgage and shall be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the property originally comprising, or installed on, such Airframe or such Engine, and (B) title to the replaced part shall no longer be the property of the Company and shall thereupon become free and clear of all rights of the Agent hereunder and shall no longer be deemed a Part hereunder. (ii) Any Part removed from the Airframe or any Engine as provided in Section 4(e)(i) may be subjected by the Company or the Lessee to a normal pooling arrangement of the type customary in the airline industry entered into by the Lessee in the ordinary course of its business and entered into with Domestic Air Carriers that are not the subject of any bankruptcy, insolvency, or similar proceeding, voluntary or involuntary, provided that the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Section 4(e)(i) as promptly as possible after the removal of such removed part. In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 4(e)(i) may be owned subject to such a pooling arrangement, provided that the Company, at its expense, as promptly thereafter as possible, either (A) causes such replacement Part to become subject to the lien and security interest of this Mortgage in accordance with Section 4(e)(i) by the Company's acquiring title thereto for the benefit of the Agent free and clear of all Liens (except Permitted Encumbrances and the Lease) or (B) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part owned by the Company free and clear of all Liens (except Permitted Encumbrances and the Lease). (iii) The Company, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction; provided provided, that the Company may, in good faith, contest the validity or application of any such standard in any reasonable matter that shall not adversely affect the Lien of this Mortgage or Lenders' interests therein. The Company also agrees, at its own cost and expense, to make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards or requirements of any directive issued by a manufacturer relating to the Airframe or any Engine. In addition addition, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, the Company, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Airframe and any Engine as the Company may deem desirable in the proper conduct of its business or to accommodate the business of the Lessee, provided that no such alteration, modification or addition diminishes the value or utility or impairs the condition or airworthiness of the Airframe or such Engine below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition addition, assuming the Airframe or that such Engine were then in the condition and airworthiness required to be maintained by the terms of this Mortgage. (iv) All Parts incorporated or installed in or attached to or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, become the property of, and title to such parts shall vest in the Company and shall be subject to the lien and security interest of this Mortgage; provided, that, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, the Company may remove and not replace any such Part if it (A) is in addition to, and not in replacement of or in substitution for, any Part incorporated or installed in or attached to the Airframe or such Engine on the date hereof, on the date the Engine first becomes subject to the lien of this Mortgage, or any Part in replacement of or substitution for any such Part, (B) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the terms of Section 4(c) hereof or any other provision of this Mortgage and (C) can be removed from the Airframe or such Engine without diminishing or impairing the value, utility or airworthiness which the Airframe or that such Engine would have had at such time had such alteration, modification or addition not occurred, assuming that the Aircraft Collateral Spare Engine was otherwise in the condition required by this Mortgage. Upon the removal by the Company of any such Part, as above provided, title thereto shall, without further act, be free and clear of all rights of the Agent hereunder and such Part shall no longer be deemed a Part hereunder. (v) Pursuant The Company will ensure that, pursuant to the terms of the LeasesLease, all obligations of the Company pursuant to this Section 4(e) shall be performed by the Lessee, at the Lessee's own cost and expense, and all Parts and alterations, improvements or modifications in and additions to any of the Aircraft Engines shall become subject to the Lien of this Mortgage and shall be leased to the Lessee under the applicable Lease. In no event shall the Lessor bear any liability or cost whatsoever for (i) any alteration or modification of, or addition to, the Airframe or any Engine, (ii) any grounding of the Aircraft, (iii) suspension of certification of the Aircraft, or (iv) loss of revenue suffered by the Company for any reason whatsoever.

Replacement and Pooling of Parts Alterations Modifications and Additions. (ia) Except as otherwise provided in Section 4(e)(ivsubsection 11(d), Companythe Lessee, at its own cost and expense, will promptly replace all Parts, which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair or testing, Company the Lessee at its own cost and expense may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, provided that, except as otherwise provided in Section 4(e)(ivsubsection 11(d), Company the Lessee at its own cost and expense shall replace such Parts as promptly as practicable. All replacement Parts shall be owned by Company the Lessor free and clear of all Liens (except Permitted Encumbrances and the Lease, and for pooling arrangements to the extent permitted by Section 4(e)(iisubsection 11(b)), and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced replaced, assuming that such property parts were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Engine shall remain the property of Company the Lessor and shall remain subject to the lien and security interest of this the Aircraft Chattel Mortgage, no matter where located located, until such time as such Parts shall be replaced by parts which that have been incorporated or installed in or attached to the Airframe or any Engine and which that meet the requirements for replacement parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided, without further act, (A) title to such replacement Part shall vest in and such replacement part shall become the property of Company the Lessor and shall become subject to this Lease and the lien and security interest of this the Aircraft Chattel Mortgage and shall be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the property originally comprising, or installed on, such Airframe or such Engine, and (B) title to the replaced part shall no longer be the property of Company the Lessor and shall thereupon become free and clear of all rights of Agent the Lessor hereunder and all rights derivative of the Lessor's and shall no longer be deemed a Part hereunder. (iib) Any Part removed from the Airframe or any Engine as provided in Section 4(e)(isubsection 11(a) may be subjected by Company or the Lessee to a normal pooling arrangement of the type customary in the airline industry entered into by the Lessee in the ordinary course of its business and entered into with Domestic Air Carriers that are not the subject of any bankruptcy, insolvency, or similar proceeding, voluntary or involuntary; provided, provided that the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Section 4(e)(isubsection 11(a) as promptly as possible after the removal of such removed part. In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 4(e)(isubsection 11(a) may be owned by any third party subject to such a pooling arrangement, provided Companythat the Lessee, at its expense, as promptly thereafter as possible, either (A) causes such replacement Part to become property of the Lessor and subject to the lien and security interest of this the Aircraft Chattel Mortgage in accordance with Section 4(e)(isubsection 11(a) by Company's acquiring title thereto for the benefit of Agent free and clear of all Liens (except Permitted Encumbrances and the LeaseAircraft Chattel Mortgage relating to the Aircraft) or (B) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part owned by Company the Lessee which shall become the property of the Lessor subject to the lien and security interest of the mortgage free and clear of all Liens (except Permitted Encumbrances and the LeaseAircraft Chattel Mortgage relating to the Aircraft). (iiic) CompanyThe Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction; provided PROVIDED, that Company the Lessee may, in good faith, contest the validity or application of any such standard in any reasonable matter manner that shall not adversely affect the Lien of this Mortgage Lessor's or Lenders' interests thereinthe Agent's respective interests. Company The Lessee also agrees, at its own cost and expense, to make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards or requirements of any directive issued by a manufacturer relating to the Airframe or any Engine. In addition addition, so long as no Potential Event of Default or Lease Event of Default shall have occurred and be continuing, Companythe Lessee, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Airframe and any Engine as Company the Lessee may deem desirable in the proper conduct of its business or to accommodate the business of Lesseebusiness, provided that no such alteration, modification or addition diminishes the value or utility or impairs the condition or airworthiness of the Airframe or such Engine below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition addition, assuming that the Airframe or such Engine were then in the condition and airworthiness required to be maintained by the terms of this MortgageLease. (ivd) All Parts incorporated or installed in or attached to or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, become the property of, and title to such parts shall vest in Company the Lessor and shall be subject to the lien and security interest of this the Aircraft Chattel Mortgage; providedPROVIDED, that, so long as no Potential Event of Default or Lease Event of Default shall have occurred and be continuing, Company the Lessee may remove and not replace any such Part if it (A) is in addition to, and not in replacement of or in substitution for, any Part incorporated or installed in or attached to the Airframe or such Engine on the date hereof, on the date the Engine first becomes subject to the lien of this Mortgage, or any Part in replacement of or substitution for any such Part, (B) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the terms of Section 4(csubsection 10(a) hereof or any other provision of this Lease or the Aircraft Chattel Mortgage and (C) can be removed from the Airframe or such Engine without diminishing or impairing the value, utility or airworthiness which that the Airframe or such Engine would have had at such time had such alteration, modification or addition not occurred, assuming that the Aircraft Collateral Airframe or such Engine was otherwise in the condition required by this Lease and the Aircraft Chattel Mortgage. Upon the removal by Company the Lessee of any such Part, as above provided, title thereto shall, without further act, be free and clear of the interests of the Lessor and all rights derivative of the Agent hereunder Lessor's and such Part shall no longer be deemed a Part hereunder. (ve) Pursuant to the terms of the Leases, all obligations of Company pursuant to this Section 4(e) shall be performed by the Lessee, at the Lessee's own cost and expense, and all Parts and alterations, improvements or modifications in and additions to the Aircraft shall become subject to the Lien of this Mortgage and shall be leased to the Lessee under the applicable Lease. In no event shall the Lessor bear any liability or cost whatsoever for (i) any alteration or modification of, or addition to, the Airframe or any Engine, (ii) any grounding of the Aircraft, (iii) suspension of certification of the Aircraft, or (iv) loss of revenue suffered by the Company Lessee for any reason whatsoever.

Replacement and Pooling of Parts Alterations Modifications and Additions. (ia) Except as otherwise provided in Section 4(e)(iv11(d), CompanyLessee, at its own cost and expense, will promptly replace all Parts, which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair or testing, Company Lessee at its own cost and expense may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that, except as otherwise provided in Section 4(e)(iv11(d), Company Lessee at its own cost and expense shall replace such Parts as promptly as practicable. All replacement Parts shall be owned by Company Lessor free and clear of all Liens (except Permitted Encumbrances and the Lease, and for pooling arrangements to the extent permitted by Section 4(e)(ii11(b)), and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such property parts were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Engine shall remain the property of Company Lessor and shall remain subject to the lien and security interest of this the Aircraft Chattel Mortgage, no matter where located located, until such time as such Parts shall be replaced by parts which have been incorporated or installed in or attached to the Airframe or any Engine and which meet the requirements for replacement parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided, without further act, (A) title to such replacement Part shall vest in and such replacement part shall become the property of Company Lessor and shall become subject to this Lease and the lien and security interest of this the Aircraft Chattel Mortgage and shall be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the property originally comprising, or installed on, such Airframe or such Engine, and (B) title to the replaced part shall no longer be the property of Company Lessor and shall thereupon become free and clear of all rights of Agent Lessor hereunder and all rights derivative of Lessor's and shall no longer be deemed a Part hereunder. (iib) Any Part removed from the Airframe or any Engine as provided in Section 4(e)(i11(a) may be subjected by Company or Lessee to a normal pooling arrangement of the type customary in the airline industry entered into by Lessee in the ordinary course of its business and entered into with Domestic Air Carriers that are not the subject of any bankruptcy, insolvency, or similar proceeding, voluntary or involuntary, provided the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Section 4(e)(i11(a) as promptly as possible after the removal of such removed part. In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 4(e)(i) may be owned subject to such a pooling arrangement, provided Company, at its expense, as promptly thereafter as possible, either (A) causes such replacement Part to become subject to the lien and security interest of this Mortgage in accordance with Section 4(e)(i) by Company's acquiring title thereto for the benefit of Agent free and clear of all Liens (except Permitted Encumbrances and the Lease) or (B) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part owned by Company free and clear of all Liens (except Permitted Encumbrances and the Lease). (iiic) CompanyLessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction; provided provided, that Company Lessee may, in good faith, contest the validity or application of any such standard in any reasonable matter manner that shall not adversely affect the Lien of this Mortgage Lessor's or Lenders' interests thereinAgent's respective interests. Company Lessee also agrees, at its own cost and expense, to make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards or requirements of any directive issued by a manufacturer relating to the Airframe or any Engine. In addition so long as no Potential Event of Default or Lease Event of Default shall have occurred and be continuing, CompanyLessee, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Airframe and any Engine as Company Lessee may deem desirable in the proper conduct of its business or to accommodate the business of Lesseebusiness, provided no such alteration, modification or addition diminishes the value or utility or impairs the condition or airworthiness of the Airframe or such Engine below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition assuming the Airframe or such Engine were then in the condition and airworthiness required to be maintained by the terms of this MortgageLease. (ivd) All Parts incorporated or installed in or attached to or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, become the property of, and title to such parts shall vest in Company Lessor and shall be subject to the lien and security interest of this the Aircraft Chattel Mortgage; provided, provided that, so long as no Potential Default or Lease Event of Default or Event of Default Default, shall have occurred and be continuing, Company Lessee may remove and not replace any such Part if it (A) is in addition to, and not in replacement of or in substitution for, any Part incorporated or installed in or attached to the Airframe or such Engine on the date hereof, on the date the Engine first becomes subject to the lien of this Mortgage, hereof or any Part in replacement of or substitution for any such Part, (B) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the terms of Section 4(c10(a) hereof or any other provision of this Lease or the Aircraft Chattel Mortgage and (C) can be removed from the Airframe or such Engine without diminishing or impairing the value, utility or airworthiness which the Airframe or such Engine would have had at such time had such alteration, modification or addition not occurred, assuming the Aircraft Collateral was otherwise in the condition required by this Mortgage. Upon the removal by Company of any such Part, as above provided, title thereto shall, without further act, be free and clear of all rights of the Agent hereunder and such Part shall no longer be deemed a Part hereunder.airworthiness (ve) Pursuant to the terms of the Leases, all obligations of Company pursuant to this Section 4(e) shall be performed by the Lessee, at the Lessee's own cost and expense, and all Parts and alterations, improvements or modifications in and additions to the Aircraft shall become subject to the Lien of this Mortgage and shall be leased to the Lessee under the applicable Lease. In no event shall the Lessor bear any liability or cost whatsoever for (i) any alteration or modification of, or addition to, the Airframe or any Engine, (ii) any grounding of the Aircraft, (iii) suspension of certification of the Aircraft, or (iv) loss of revenue suffered by the Company Lessee for any reason whatsoever.

Replacement and Pooling of Parts Alterations Modifications and Additions. (i) Except as otherwise provided in Section 4(e)(iv), the Company, at its own cost and expense, will promptly replace all Parts, which that may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair or testing, the Company at its own cost and expense may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, provided that, except as otherwise provided in Section 4(e)(iv), the Company at its own cost and expense shall replace such Parts as promptly as practicable. All replacement Parts shall be owned by the Company free and clear of all Liens (except Permitted Encumbrances and the Lease, and for pooling arrangements to the extent permitted by Section 4(e)(ii)), and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such property were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Engine shall remain the property of the Company and shall remain subject to the lien and security interest of this Mortgage, no matter where located until such time as such Parts shall be replaced by parts which that have been incorporated or installed in or attached to the Airframe or any Engine and which meet the requirements for replacement parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided, without further act, (A) title to such replacement Part shall vest in and such replacement part shall become the property of the Company and shall become subject to the lien and security interest of this Mortgage and shall be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the property originally comprising, or installed on, such Airframe or such Engine, and (B) title to the replaced part shall no longer be the property of the Company and shall thereupon become free and clear of all rights of the Agent hereunder and shall no longer be deemed a Part hereunder. (ii) Any Part removed from the Airframe or any Engine as provided in Section 4(e)(i) may be subjected by the Company or the Lessee to a normal pooling arrangement of the type customary in the airline industry entered into by the Lessee in the ordinary course of its business and entered into with Domestic Air Carriers that are not the subject of any bankruptcy, insolvency, or similar proceeding, voluntary or involuntary, provided that the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Section 4(e)(i) as promptly as possible after the removal of such removed part. In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 4(e)(i) may be owned subject to such a pooling arrangement, provided that the Company, at its expense, as promptly thereafter as possible, either (A) causes such replacement Part to become subject to the lien and security interest of this Mortgage in accordance with Section 4(e)(i) by the Company's acquiring title thereto for the benefit of the Agent free and clear of all Liens (except Permitted Encumbrances and the Lease) or (B) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part owned by the Company free and clear of all Liens (except Permitted Encumbrances and the Lease). (iii) The Company, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction; provided provided, that the Company may, in good faith, contest the validity or application of any such standard in any reasonable matter that shall not adversely affect the Lien of this Mortgage or Lenders' interests therein. The Company also agrees, at its own cost and expense, to make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards or requirements of any directive issued by a manufacturer relating to the Airframe or any Engine. In addition addition, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, the Company, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Airframe and any Engine as the Company may deem desirable in the proper conduct of its business or to accommodate the business of the Lessee, provided that no such alteration, modification or addition diminishes the value or utility or impairs the condition or airworthiness of the Airframe or such Engine below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition addition, assuming that the Airframe or such Engine were then in the condition and airworthiness required to be maintained by the terms of this Mortgage. (iv) All Parts incorporated or installed in or attached to or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, become the property of, and title to such parts shall vest in the Company and shall be subject to the lien and security interest of this Mortgage; provided, that, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, the Company may remove and not replace any such Part if it (A) is in addition to, and not in replacement of or in substitution for, any Part incorporated or installed in or attached to the Airframe or such Engine on the date hereof, on the date the Engine first becomes subject to the lien of this Mortgage, or any Part in replacement of or substitution for any such Part, (B) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the terms of Section 4(c) hereof or any other provision of this Mortgage and (C) can be removed from the Airframe or such Engine without diminishing or impairing the value, utility or airworthiness which that the Airframe or such Engine would have had at such time had such alteration, modification or addition not occurred, assuming that the Aircraft Collateral was otherwise in the condition required by this Mortgage. Upon the removal by the Company of any such Part, as above provided, title thereto shall, without further act, be free and clear of all rights of the Agent hereunder and such Part shall no longer be deemed a Part hereunder. (v) Pursuant The Company will ensure that, pursuant to the terms of the Leases, all obligations of the Company pursuant to this Section 4(e) shall be performed by the Lessee, at the Lessee's own cost and expense, and all Parts and alterations, improvements improve- ments or modifications in and additions to the Aircraft shall become subject to the Lien of this Mortgage and shall be leased to the Lessee under the applicable Lease. In no event shall the Lessor bear any liability or cost whatsoever for (i) any alteration or modification of, or addition to, the Airframe or any Engine, (ii) any grounding of the Aircraft, (iii) suspension of certification of the Aircraft, or (iv) loss of revenue suffered by the Company for any reason whatsoever.

Replacement and Pooling of Parts Alterations Modifications and Additions. (ia) Except as otherwise provided in Section 4(e)(iv), CompanyREPLACEMENT OF PARTS. Lessee, at its own cost and expense, will promptly replace or cause to be replaced all Parts, Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in paragraph (c) of this Section 8 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Lessee (or any Sublessee) may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair repair, overhaul or testing, Company at its own cost and expense may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided thatPROVIDED that Lessee (or any Sublessee), except as otherwise provided in paragraph (c) of this Section 4(e)(iv)8, Company will, at its own cost and expense shall expense, replace such Parts as promptly as practicable. All replacement Parts shall be owned by Company free and clear of all Liens (except for Permitted Encumbrances Liens and the Lease, and for pooling arrangements to the extent permitted by paragraph (b) of this Section 4(e)(ii)), 8 and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such property replaced Parts were in the condition and repair required to be maintained by the terms hereof. All Except as otherwise provided in paragraph (c) of this Section 8, all Parts at any time removed from the Airframe or any Engine shall remain the property of Company and shall remain subject to the lien and security interest of this MortgageLessor, no matter where located located, until such time as such Parts shall be replaced by parts Parts which have been incorporated or installed in or attached to the Airframe or any such Engine and which meet the requirements for replacement parts Parts specified above. Immediately upon any replacement Part part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided, without further actact (subject only to Permitted Liens and any pooling arrangement to the extent permitted by paragraph (b) of this Section 8 and except in the case of replacement property temporarily installed on an emergency basis), (Ai) title to such replacement Part shall thereupon vest in and Lessor, (ii) such replacement part shall become the property of Company and Part shall become subject to the lien this Lease and security interest of this Mortgage and shall be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the property Parts originally comprising, or installed on, such Airframe or such Engine, and (B) title to the replaced part shall no longer be the property of Company and shall thereupon become free and clear of all rights of Agent hereunder and shall no longer be deemed a Part hereunder. (ii) Any Part removed from the Airframe or any Engine as provided in Section 4(e)(i) may be subjected by Company or Lessee to a normal pooling arrangement of the type customary in the airline industry entered into by Lessee in the ordinary course of its business and entered into with Domestic Air Carriers that are not the subject of any bankruptcy, insolvency, or similar proceeding, voluntary or involuntary, provided the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Section 4(e)(i) as promptly as possible after the removal of such removed part. In additionEngine, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 4(e)(i) may be owned subject to such a pooling arrangement, provided Company, at its expense, as promptly thereafter as possible, either (A) causes such replacement Part to become subject to the lien and security interest of this Mortgage in accordance with Section 4(e)(i) by Company's acquiring title thereto for the benefit of Agent free and clear of all Liens (except Permitted Encumbrances and the Lease) or (B) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part owned by Company free and clear of all Liens (except Permitted Encumbrances and the Lease). (iii) Company, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions title to the Airframe and the Engines as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction; provided that Company mayreplaced Part shall thereupon vest in Lessee (or, in good faith, contest the validity or application of any such standard in any reasonable matter that shall not adversely affect the Lien of this Mortgage or Lenders' interests therein. Company also agrees, at its own cost and expense, to make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards or requirements of any directive issued by if a manufacturer relating to the Airframe or any Engine. In addition so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, Company, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Airframe and any Engine as Company may deem desirable in the proper conduct of its business or to accommodate the business of Lessee, provided no such alteration, modification or addition diminishes the value or utility or impairs the condition or airworthiness of the Airframe or such Engine below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition assuming the Airframe or such Engine were Sublease is then in the condition and airworthiness required to be maintained by the terms of this Mortgage. (iv) All Parts incorporated or installed in or attached to or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, become the property of, and title to such parts shall vest in Company and shall be subject to the lien and security interest of this Mortgage; provided, that, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, Company may remove and not replace any such Part if it (A) is in addition to, and not in replacement of or in substitution foreffect, any Part incorporated or installed in or attached to the Airframe or such Engine on the date hereofSublessee), on the date the Engine first becomes subject to the lien of this Mortgage, or any Part in replacement of or substitution for any such Part, (B) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the terms of Section 4(c) hereof or any other provision of this Mortgage and (C) can be removed from the Airframe or such Engine without diminishing or impairing the value, utility or airworthiness which the Airframe or such Engine would have had at such time had such alteration, modification or addition not occurred, assuming the Aircraft Collateral was otherwise in the condition required by this Mortgage. Upon the removal by Company of any such Part, as above provided, title thereto shall, without further act, be free and clear of all rights of the Agent hereunder Lessor, and such Part shall no longer be deemed a Part hereunder. (v) Pursuant to the terms of the Leases, all obligations of Company pursuant to this Section 4(e) shall be performed by the Lessee, at the Lessee's own cost and expense, and all Parts and alterations, improvements or modifications in and additions to the Aircraft shall become subject to the Lien of this Mortgage and shall be leased to the Lessee under the applicable Lease. In no event shall the Lessor bear any liability or cost whatsoever for (i) any alteration or modification of, or addition to, the Airframe or any Engine, (ii) any grounding of the Aircraft, (iii) suspension of certification of the Aircraft, or (iv) loss of revenue suffered by the Company for any reason whatsoever.

Replacement and Pooling of Parts Alterations Modifications and Additions. (ia) Except as otherwise provided in Section 4(e)(iv11(d), Companythe Lessee, at its own cost and expense, will promptly replace all Parts, which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair or testing, Company the Lessee at its own cost and expense may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, provided that, except as otherwise provided in Section 4(e)(iv11(d), Company the Lessee at its own cost and expense shall replace such Parts as promptly as practicable. All replacement Parts shall be owned by Company the Lessor free and clear of all Liens (except Permitted Encumbrances and the Lease, and for pooling arrangements to the extent permitted by Section 4(e)(ii11(b)), and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced replaced, assuming that such property parts were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Engine shall remain the property of Company the Lessor and shall remain subject to the lien and security interest of this the Aircraft Chattel Mortgage, no matter where located located, until such time as such Parts shall be replaced by parts which that have been incorporated or installed in or attached to the Airframe or any Engine and which that meet the requirements for replacement parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided, without further act, (A) title to such replacement Part shall vest in and such replacement part shall become the property of Company the Lessor and shall become subject to this Lease and the lien and security interest of this the Aircraft Chattel Mortgage and shall be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the property originally comprising, or installed on, such Airframe or such Engine, and (B) title to the replaced part shall no longer be the property of Company the Lessor and shall thereupon become free and clear of all rights of Agent the Lessor hereunder and all rights derivative of the Lessor's and shall no longer be deemed a Part hereunder. (iib) Any Part removed from the Airframe or any Engine as provided in Section 4(e)(i11(a) may be subjected by Company or the Lessee to a normal pooling arrangement of the type customary in the airline industry entered into by the Lessee in the ordinary course of its business and entered into with Domestic Air Carriers that are not the subject of any bankruptcy, insolvency, or similar proceeding, voluntary or involuntary; provided, provided that the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Section 4(e)(i11(a) as promptly as possible after the removal of such removed part. In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 4(e)(i11(a) may be owned by any third party subject to such a pooling arrangement, provided Companythat the Lessee, at its expense, as promptly thereafter as possible, either (A) causes such replacement Part to become property of the Lessor and subject to the lien and security interest of this the Aircraft Chattel Mortgage in accordance with Section 4(e)(i11(a) by Company's acquiring title thereto for the benefit of Agent free and clear of all Liens (except Permitted Encumbrances and the LeaseAircraft Chattel Mortgage relating to the Engine) or (B) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part owned by Company the Lessee which shall become the property of the Lessor subject to the lien and security interest of the mortgage free and clear of all Liens (except Permitted Encumbrances and the LeaseAircraft Chattel Mortgage relating to the Engine). (iiic) CompanyThe Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and each of the Engines as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction; provided provided, that Company the Lessee may, in good faith, contest the validity or application of any such standard in any reasonable matter manner that shall not adversely affect the Lien of this Mortgage Lessor's or Lenders' interests thereinthe Agent's respective interests. Company The Lessee also agrees, at its own cost and expense, to make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards or requirements of any directive issued by a manufacturer relating to the Airframe or any Engine. In addition addition, so long as no Potential Event of Default or Lease Event of Default shall have occurred and be continuing, Companythe Lessee, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Airframe and any Engine as Company the Lessee may deem desirable in the proper conduct of its business or to accommodate the business of Lesseebusiness, provided that no such alteration, modification or addition diminishes the value or utility or impairs the condition or airworthiness of the Airframe or such Engine below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition addition, assuming the Airframe or that such Engine were then in the condition and airworthiness required to be maintained by the terms of this MortgageLease. (ivd) All Parts incorporated or installed in or attached to or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, become the property of, and title to such parts shall vest in Company the Lessor and shall be subject to the lien and security interest of this the Aircraft Chattel Mortgage; provided, that, so long as no Potential Event of Default or Lease Event of Default shall have occurred and be continuing, Company the Lessee may remove and not replace any such Part if it (A) is in addition to, and not in replacement of or in substitution for, any Part incorporated or installed in or attached to the Airframe or such Engine on the date hereof, on the date the Engine first becomes subject to the lien of this Mortgage, or any Part in replacement of or substitution for any such Part, (B) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the terms of Section 4(c10(a) hereof or any other provision of this Lease or the Aircraft Chattel Mortgage and (C) can be removed from the Airframe or such Engine without diminishing or impairing the value, utility or airworthiness which that the Airframe or such Engine would have had at such time had such alteration, modification or addition not occurred, assuming the Aircraft Collateral that such Engine was otherwise in the condition required by this Lease and the Aircraft Chattel Mortgage. Upon the removal by Company the Lessee of any such Part, as above provided, title thereto shall, without further act, be free and clear of the interests of the Lessor and all rights derivative of the Agent hereunder Lessor's and such Part shall no longer be deemed a Part hereunder. (ve) Pursuant to the terms of the Leases, all obligations of Company pursuant to this Section 4(e) shall be performed by the Lessee, at the Lessee's own cost and expense, and all Parts and alterations, improvements or modifications in and additions to the Aircraft shall become subject to the Lien of this Mortgage and shall be leased to the Lessee under the applicable Lease. In no event shall the Lessor bear any liability or cost whatsoever for (i) any alteration or modification of, or addition to, the Airframe or any Engine, (ii) any grounding of the Aircraftany Engine, (iii) suspension of certification of the Aircraftany Engine, or (iv) loss of revenue suffered by the Company Lessee for any reason whatsoever.

Replacement and Pooling of Parts Alterations Modifications and Additions. (ia) Except as otherwise provided in Section 4(e)(iv11(d), CompanyLessee, at its own cost and expense, will promptly replace all Parts, which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, in the ordinary course of maintenance, service, repair or testing, Company Lessee at its own cost and expense may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that, except as otherwise provided in Section 4(e)(iv11(d), Company Lessee at its own cost and expense shall replace such Parts as promptly as practicable. All replacement Parts shall be owned by Company Lessor free and clear of all Liens (except Permitted Encumbrances and the Lease, and for pooling arrangements to the extent permitted by Section 4(e)(ii11(b)), and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such property parts were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Engine shall remain the property of Company Lessor and shall remain subject to the lien and security interest of this the Aircraft Chattel Mortgage, no matter where located located, until such time as such Parts shall be replaced by parts which have been incorporated or installed in or attached to the Airframe or any Engine and which meet the requirements for replacement parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided, without further act, (A) title to such replacement Part shall vest in and such replacement part shall become the property of Company Lessor and shall become subject to this Lease and the lien and security interest of this the Aircraft Chattel Mortgage and shall be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the property originally comprising, or installed on, such Airframe or such Engine, and (B) title to the replaced part shall no longer be the property of Company Lessor and shall thereupon become free and clear of all rights of Agent Lessor hereunder and all rights derivative of Lessor's and shall no longer be deemed a Part hereunder. (iib) Any Part removed from the Airframe or any Engine as provided in Section 4(e)(i11(a) may be subjected by Company or Lessee to a normal pooling arrangement of the type customary in the airline industry entered into by Lessee in the ordinary course of its business and entered into with Domestic Air Carriers that are not the subject of any bankruptcy, insolvency, or similar proceeding, voluntary or involuntary, provided the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Section 4(e)(i11(a) as promptly as possible after the removal of such removed part. In addition, any replacement Part when incorporated or installed in or attached to the Airframe Air- frame or any Engine in accordance with Section 4(e)(i11(a) may be owned by any third party subject to such a pooling arrangement, provided CompanyLessee, at its expense, as promptly thereafter as possible, either (A) causes such replacement Part to become property of Lessor and subject to the lien and security interest of this the Aircraft Chattel Mortgage in accordance with Section 4(e)(i11(a) by Company's acquiring title thereto for the benefit of Agent free and clear of all Liens (except Permitted Encumbrances and the LeaseAircraft Chattel Mortgage relating to the Aircraft) or (B) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part owned by Company Lessee which shall become the property of Lessor subject to the lien and security interest of the mortgage free and clear of all Liens (except Permitted Encumbrances and the LeaseAircraft Chattel Mortgage relating to the Aircraft). (iiic) CompanyLessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction; provided provided, that Company Lessee may, in good faith, contest the validity or application of any such standard in any reasonable matter manner that shall not adversely affect the Lien of this Mortgage Lessor's or Lenders' interests thereinAgent's respective interests. Company Lessee also agrees, at its own cost and expense, to make or cause to be made such alterations and modifications in and additions to the Airframe and the Engines as may be required from time to time to meet the standards or requirements of any directive issued by a manufacturer relating to the Airframe or any Engine. In addition so long as no Potential Event of Default or Lease Event of Default shall have occurred and be continuing, CompanyLessee, at its own cost and expense, may from time to time make such alterations and modifications in and additions to the Airframe and any Engine as Company Lessee may deem desirable in the proper conduct of its business or to accommodate the business of Lesseebusiness, provided no such alteration, modification or addition diminishes the value or utility or impairs the condition or airworthiness of the Airframe or such Engine below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition assuming the Airframe or such Engine were then in the condition and airworthiness required to be maintained by the terms of this MortgageLease. (ivd) All Parts incorporated or installed in or attached to or added to the Airframe or any Engine as the result of such alteration, modification or addition shall, without further act, become the property of, and title to such parts shall vest in Company Lessor and shall be subject to the lien and security interest of this the Aircraft Chattel Mortgage; provided, provided that, so long as no Potential Default or Lease Event of Default or Event of Default Default, shall have occurred and be continuing, Company Lessee may remove and not replace any such Part if it (A) is in addition to, and not in replacement of or in substitution for, any Part incorporated or installed in or attached to the Airframe or such Engine on the date hereof, on the date the Engine first becomes subject to the lien of this Mortgage, hereof or any Part in replacement of or substitution for any such Part, (B) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the terms of Section 4(c10(a) hereof or any other -57- 61 provision of this Lease or the Aircraft Chattel Mortgage and (C) can be removed from the Airframe or such Engine without diminishing or impairing the value, utility or airworthiness which the Airframe or such Engine would have had at such time had such alteration, modification or addition not occurred, assuming the Aircraft Collateral Airframe or such Engine was otherwise in the condition required by this Lease and the Aircraft Chattel Mortgage. Upon the removal by Company Lessee of any such Part, as above provided, title thereto shall, without further act, be free and clear of the interests of Lessor and all rights derivative of the Agent hereunder Lessor's and such Part shall no longer be deemed a Part hereunder. (ve) Pursuant to the terms of the Leases, all obligations of Company pursuant to this Section 4(e) shall be performed by the Lessee, at the Lessee's own cost and expense, and all Parts and alterations, improvements or modifications in and additions to the Aircraft shall become subject to the Lien of this Mortgage and shall be leased to the Lessee under the applicable Lease. In no event shall the Lessor bear any liability or cost whatsoever for (i) any alteration or modification of, or addition to, the Airframe or any Engine, (ii) any grounding of the Aircraft, (iii) suspension of certification of the Aircraft, or (iv) loss of revenue suffered by the Company Lessee for any reason whatsoever.