Common use of REPLACEMENT AND POOLING OF PARTS 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. AlterationsALTERATIONS, Modifications and Additions.---------------------------------------------- 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 thatthat 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 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 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. (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 or 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 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 or any Spare 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 or 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 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 and shall become subject to the lien and security interest of this 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 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 or Spare 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 or Spare 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 or Spare 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).clear (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 and Spare 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 and 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 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 or Spare 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 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 Mortgage. (iv) 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 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.the (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 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 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. Owner, at its 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 4.02(c). In addition, the Owner (or any Permitted Lessee) 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 useuse for, provided thatthat the Owner (or any Permitted Lessee), except as otherwise provided in paragraph (c) of this Section 4(e)(iv)4.02, 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 Owner free and clear of all Liens (except Permitted Encumbrances and the LeaseLiens, and for pooling arrangements to the extent permitted by Section 4(e)(ii)), 4.02(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 substantially 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 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 Lien of this MortgageAgreement, 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 above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above providedEngine, without further actact (subject only to Permitted Liens and any pooling arrangement permitted by Section 4.02(b) hereof and except replacement Parts temporarily installed on an emergency basis), (Ai) 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 Lien of this Mortgage Agreement 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, 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 (Cii) 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, replaced Part shall be free and clear of all rights of the Agent hereunder Indenture Trustee 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. Owner, at its 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 4.02(c). In addition, the Owner (or any Permitted Lessee) 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 useuse for, provided thatthat the Owner (or any Permitted Lessee), except as otherwise provided in paragraph (c) of this Section 4(e)(iv)4.02, 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 Owner free and clear of all Liens (except Permitted Encumbrances and the LeaseLiens, and for pooling arrangements to the extent permitted by Section 4(e)(ii)), 4.02(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 substantially 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 provided in Section 4.02(c), 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 Lien of this MortgageAgreement, 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 above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above providedEngine, without further actact (subject only to Permitted Liens and any pooling arrangement permitted by Section 4.02(b) hereof and except replacement Parts temporarily installed on an emergency basis), (Ai) 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 Lien of this Mortgage Agreement 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, 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 (Cii) 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, replaced Part shall be free and clear of all rights of the Agent hereunder Indenture Trustee and such Part shall no longer be deemed a Part hereunder. (v) Pursuant . Upon request of Owner, the Indenture Trustee shall execute and deliver to Owner such documents as may be reasonably required to evidence the terms release 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 any replaced Part from 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 whatsoeverIndenture.