Common use of Replacement of Parts Clause in Contracts

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner Lessee (or any Sublessee) may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that OwnerLessee (or any Sublessee), except as otherwise provided hereinin paragraph (c) of this Section 8, will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by paragraph (b) of this Section 4.04(c) below (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 not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. 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 Lessor, 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 such 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 (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), (i) title to such replacement Part shall thereupon vest in Lessor, (ii) such replacement Part shall become subject to this Lease and be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine, and (iii) title to the replaced Part shall thereupon vest in Lessee (or, if a Sublease is then in effect, any Sublessee), free and clear of all rights of Lessor, and shall no longer be deemed a Part hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe Company shall (or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will shall cause a Permitted Lessee to, at its own cost and expense, ) promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and which may from time to time that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use for any reason whatsoeverreason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner may, at its own cost and expense, Company (or any Permitted Lessee) may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use; provided, however, provided that OwnerCompany (or any Permitted Lessee), except as otherwise provided hereinin Section 7.04(c), at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating the condition and have repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a value part incorporated or installed in or attached to the Airframe or such Engine that meets 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 (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and utility not less than the value clear of all rights of Loan Trustee and utility of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts replaced (assuming originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such replaced Parts were in Part from the condition required hereunder)Lien of this Indenture.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerThe Company, at its own cost and expense, willshall, or will shall cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which that may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and which that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner maythe Company, at its own cost and expense, may, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use; provided, however, provided that Ownerthe Company, except as otherwise provided hereinin Section 7.04(c), at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of at least equal to the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required hereunderto be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), all Parts at any time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until such time as such Parts shall be replaced by parts that have been incorporated or installed in or attached to the Airframe or such Engine and 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 (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of the Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of the Company from time to time, the Loan Trustee shall execute and deliver to the Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerThe Company, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, shall promptly replace (or cause to be replaced) all Parts which that may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and which that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner maythe Company, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use; provided, however, provided that Ownerthe Company, except as otherwise provided hereinin Section 7.04(c), at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of at least equal to the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required hereunderto be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), all Parts at any time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until such time as such Parts shall be replaced by parts that have been incorporated or installed in or attached to the Airframe or such Engine and 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 (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of the Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of the Company from time to time, the Loan Trustee shall execute and deliver to the Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Except as otherwise provided hereinIn accordance with the Customer Agreements, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or Provider will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which that may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine a Covered Project 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 under the Customer Agreements for any reason whatsoever. In addition, Owner mayexcept as otherwise provided in Part 3, at its own cost and expense, or may permit a Permitted Lessee at its own paragraph 3 of this Exhibit A; provided that the Company shall bear sole responsibility for the cost and expense toof all replacement panels, inverters and racking not covered by a manufacturer’s warranty, so long as the unavailability of a manufacturer’s warranty is not due to the failure of the Provider to comply with any such manufacturer’s warranty. • Provider may, in accordance with the Customer Agreements, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that OwnerProvider, except as otherwise provided hereinin Part 3, at its own cost and expenseparagraph 3 of this Exhibit A, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall Parts will be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basisbasis and solely for such time as necessary to permanently install the definitive property) and shall will be in as good operating condition as, and will have a value and utility not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required hereunder)to be maintained by the terms hereof; provided that the Company shall bear sole responsibility for the cost and expense of all replacement panels, inverters and racking not covered by a manufacturer’s warranty, so long as the unavailability of a manufacturer’s warranty is not due to the failure of the Provider to comply with any such manufacturer’s warranty.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, The Owner, at its own cost and expense, will, will so long as the Airframe or will cause a Permitted Lessee to, at its own cost and expense, an Engine is subject to the Lien of this Trust Indenture promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 7.03 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, the Owner (or any Lessee) may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that Ownerthe Owner (or any Lessee), except as otherwise provided hereinin paragraph (c) of this Section 7.03, will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by paragraph (b) of this Section 4.04(c) below (7.03 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 not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in paragraph (c) of this Section 7.03, all Parts at any time removed from the Airframe or any Engine shall remain subject to the Lien of this Trust Indenture, 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 such 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 (subject only to Permitted Liens and any pooling arrangement to the extent permitted by paragraph (b) of this Section 7.03 and except in the case of replacement property temporarily installed on an emergency basis), (i) title to such replacement Part shall be owned by the Owner, (ii) such replacement Part shall become subject to the Lien of this Trust Indenture and be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine, and (iii) the replaced Part shall thereupon be free and clear of all rights of the Indenture Trustee, and shall no longer be subject to the Lien of this Trust Indenture or be deemed a Part hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; providedPROVIDED, howeverHOWEVER, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerBorrower, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may that are from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and which may from time to time that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered unfit for use for any reason whatsoever. In addition, Owner mayBorrower, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of business, fleet management, maintenance, service, repair, overhaul overhaul, or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered unfit for use; provided, however, that Ownerthat, except as otherwise provided herein, at its own cost and expense, will, Borrower will replace or will cause a Permitted Lessee at its own cost and expense to, replace the replacement of such Parts as promptly as practicablepracticable but in no case later than 90 days. All replacement parts (other than replacement parts installed in or attached to the Airframe or any Engine on a temporary basis) shall be owned by Borrower or, as the case may be, the Permitted Lessee and shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) 4.4(c), and shall be in good operating condition and (except in the case of replacement parts installed in or attached to the Airframe on a temporary basis) have a value value, remaining useful life and utility not less than the value value, remaining useful life and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder)) and such replacement shall have documentation meeting the applicable requirements of the FAA or other Aviation Authority then having jurisdiction over the Aircraft.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, Company shall promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and which may from time to time that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use for any reason whatsoeverreason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove Company (or cause to be removedany Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use; provided, however, provided that OwnerCompany (or any Permitted Lessee), except as otherwise provided hereinin Section 7.04(c), at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating the condition and have repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a value part incorporated or installed in or attached to the Airframe or such Engine that meets 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 (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and utility not less than the value clear of all rights of Loan Trustee and utility of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts replaced (assuming originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Parts were in Part from the condition required hereunder)Lien of this Indenture.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Trust Indenture, the Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 (d) of this Section 4.04 or if the Airframe or Engine to which a Part relates has suffered an Event of Loss. In addition, the Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that the Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 Section 8.4. In addition, Owner Lessee may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that OwnerLessee, except as otherwise provided hereinin Section 8.4, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicablepossible. All replacement parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (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 not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Aircraft, Airframe or any Engine shall remain the property of Lessor, no matter where located, until such time as such Parts shall be replaced by parts which have been incorporated in the Aircraft, Airframe or such Engine and which meet the requirements for replacement parts specified above. Immediately upon any replacement part becoming incorporated in the Aircraft, Airframe or such Engine as above provided, without further act, (i) unless the replacement property is temporarily installed on an emergency basis, title to the replaced Part shall thereupon vest in Lessee free and clear of all rights of Lessor, and the replaced Part shall no longer be deemed a Part hereunder, (ii) title to such replacement part shall thereupon vest in Lessor (subject only to Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis), and (iii) such replacement part shall become a Part subject to this Lease and be deemed part of the Aircraft, Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated in such Aircraft, Airframe or Engine.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, Company shall promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and which may from time to time that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use for any reason whatsoeverreason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove Company (or cause to be removedany Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use; provided, however, provided that OwnerCompany (or any Permitted Lessee), except as otherwise provided hereinin Section 7.04(c), at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating the condition and have repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Parts removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a value part incorporated or installed in or attached to the Airframe or such Engine that meets 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 (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and utility not less than the value clear of all rights of Loan Trustee and utility of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts replaced (assuming originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Parts were in Part from the condition required hereunder)Lien of this Indenture.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, or as otherwise required or permitted by this Lease, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Owner, except as otherwise provided herein. Lessee will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace any such Parts as promptly is necessary to maintain the Leased Property in accordance with the standards for Lessee’s maintenance obligations as practicableset forth in Section 7.1 of this Lease. All replacement parts Parts shall be free in as good operating condition as, and clear of all Liensshall have a value (including the residual value), except for Permitted Liens utility and pooling arrangements remaining useful life at least equal to the extent permitted Parts replaced, assuming such replaced Parts were in condition and repair required to be maintained by, and otherwise in compliance with, the terms of this Lease (nothing in this Lease, however, shall be construed to require Lessee to replace any Parts having a useful life adequate to operate the Leased Property through the end of the Term). All Parts at any time removed from any item or portion of the Leased Property shall remain the property of Lessor until such time as such Parts shall be replaced by Section 4.04(c) below Parts which have been incorporated or installed in or attached to such item or portion of the Leased Property and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated into or installed in or attached to any item or portion of the Leased Property, without further act (and except in the case of replacement property temporarily installed on an emergency basis), (a) title to such replacement Part shall thereupon vest in Lessor, (b) such replacement Part shall become subject to this Lease and be deemed part of the Leased Property for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Leased Property, and (c) title to the removed Part shall thereupon vest in Lessee AS IS WHERE IS, free and clear of all rights of Lessor, and shall no longer be in good operating condition and have deemed a value and utility not less than the value and utility part of the Leased Property. Notwithstanding the foregoing, “Parts” means all appliances, parts, instruments, appurtenances, accessories, furnishings, spare parts, and other equipment and property of whatever nature which constitute a portion of the Improvements or Personal Property and any replacements or substitutions therefor made under this Section 10.2. “Parts” shall not in any event include (i) any Lessee Property, (ii) removed Parts replaced as provided in subsection (assuming such replaced c), above, or (iii) any Permitted Capital Improvements and Additional Lines, which Permitted Capital Improvements and Additional Lines shall be governed by Section 10.1, above. Title to replacements and substitutions for Parts were in made under this Section 10.2 shall remain a portion of the condition required hereunder)Leased Property.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner Lessee (or any Sublessee) may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that OwnerLessee (or any Sublessee), except as otherwise provided hereinin paragraph (c) of this Section 8, will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by paragraph (b) of this Section 4.04(c) below (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 not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. 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 Lessor, 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 such 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 (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), (i) title to such replacement Part shall thereupon vest in Lessor, (ii) such replacement Part shall become subject to this Lease and be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine and (iii) title to the replaced Part shall thereupon vest in Lessee (or, if a Sublease is then in effect, any Sublessee), free and clear of all rights of Lessor, and shall no longer be deemed a Part hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerThe Grantor, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, shall promptly replace (or cause to be replaced) all Parts which that may from time to time be incorporated or installed in or attached to the Aircraft, such Airframe or any such Engine and which that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in Section 6.03(c) or if such Airframe or any such Engine to which a Part relates has suffered an Event of Loss. In addition, Owner maythe Grantor, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use; provided, however, provided that Ownerthe Grantor, except as otherwise provided hereinin Section 6.03(c), at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of at least equal to the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required hereunderto be maintained by the terms hereof. Except as otherwise provided in Section 6.03(c), all Parts at any time removed from such Airframe or any such Engine shall remain subject to the Lien of this Aircraft Security Agreement no matter where located until such time as such Parts shall be replaced by parts that have been incorporated or installed in or attached to such Airframe or such Engine and that meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to such Airframe or any such Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of the Lien of this Aircraft Security Agreement and of all rights and interests of the Trustee (and the other beneficiaries hereof) and shall no longer be deemed a Part hereunder and (ii) such replacement Part shall become subject to the Lien of this Aircraft Security Agreement and be deemed a Part of such Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to such Airframe or such Engine. Upon request of the Grantor from time to time, the Trustee shall execute and deliver to the Grantor an appropriate instrument confirming the release of any such replaced Part from the Lien of this Aircraft Security Agreement.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to security interest created herein has not been released in accordance with the Lien of this IndentureLoan Agreement, Ownereach applicable Grantor, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, such 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, Owner each Grantor may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Ownersuch Grantor, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, promptly replace such Parts as promptly as practicableParts. All replacement parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good an operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 Section 8.4. In addition, Owner Lessee may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that OwnerLessee, except as otherwise provided hereinin Section 8.4, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicablepossible. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (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 not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Aircraft, Airframe or any Engine shall remain the property of Lessor, no matter where located, until such time as such Parts shall be replaced by Parts which have been incorporated in the Aircraft, Airframe or such Engine and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated in the Aircraft, Airframe or such Engine as above provided, without further act, (i) title to the replaced Part shall thereupon vest in Lessee free and clear of all rights of Lessor, and the replaced Part shall no longer be deemed a Part hereunder, (ii) title to such replacement Part shall thereupon vest in Lessor (subject only to Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis), and (iii) such replacement Part shall become subject to this Lease and be deemed part of the Aircraft, Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated in such Aircraft, Airframe or Engine.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, The Company shall promptly replace (or cause to be replaced) all Parts which that may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and which that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner may, at its own cost and expense, or the Company may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use; provided, however, provided that Ownerthe Company, except as otherwise provided hereinin Section 7.04(c), at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of at least equal to the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required hereunderto be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), all Parts at any time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until such time as such Parts shall be replaced by parts that have been incorporated or installed in or attached to the Airframe or such Engine and 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 (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of the Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of the Company from time to time, the Loan Trustee shall execute and deliver to the Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject Subject to the Lien provisions of this IndentureExhibit E hereof, Owner, Lessee at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, shall promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Serviced 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 Section 8. In addition, Owner Lessee may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) removed in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged damages beyond repair or permanently rendered unfit for use; provided, however, PROVIDED that OwnerLessee, except as otherwise provided hereinin Section 8, will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicablepossible. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) Liens), and shall be in as good operating condition as, and shall have a value and utility not less than the value and utility of at least equal to, the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required hereunderto be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Serviced Engine shall remain the property of Lessor, no matter where located. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Serviced Engine as above provided, without further act, (i) title to the replacement Part shall thereupon vest in Lessor free and clear of all Liens (except for Permitted Liens); and (iii) such replacement Part shall become subject to this Lease and be deemed part of the Airframe or such Serviced Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Serviced Engine. Any Parts replaced or supplied by Lessor pursuant to Exhibit E attached hereto shall be deemed to satisfy the conditions of this Section.

Replacement of Parts. Except as otherwise provided hereinThe Company, at its own cost and expense, will so long as the any Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, Mortgage promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, such 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 Section 3.4(d) hereof or if any Airframe or any Engine to which a Part relates has suffered an Event of Loss. In addition, Owner the Company (or any Lessee) may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that Ownerthe Company (or such Lessee), except as otherwise provided hereinin Section 3.4(d) hereof, will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c3.4(c) below (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 not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required hereunder).to be maintained by the terms hereof

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, willwill promptly replace, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) , all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may at its own cost and expense remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, howeverprovided that Lessee (or, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause if a Permitted Lessee Sublease is in effect, a Permitted Sublessee) shall replace at its own cost and expense to, replace such Parts as promptly as practicablepossible. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by paragraph (c) of this Section 4.04(c) below (and except Permitted Liens), be in at least the case of replacement property temporarily installed on an emergency basis) equivalent or better modification status and service bulletin accomplishment status, be fully interchangeable as to form, fit and function and shall be in as good operating condition as, and have a value value, remaining useful life and utility not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts parts were in the condition and repair in which they were required hereunderto be maintained by the terms hereof).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 subsection (c) or if the Airframe or any Engine to which a Part relates has suffered an Event of Loss. In addition, Owner Lessee may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) removed in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that OwnerLessee, except as otherwise provided hereinin subsection (c), will, at its own cost and expense, will, replace or will cause a Permitted Lessee at its own cost and expense to, replace to be replaced such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basisLiens) and shall be in as good operating condition as, and shall have a value and utility not less than the value and utility of at least equal to, the Parts replaced (replaced, assuming such replaced Parts were in the condition and state of repair required by the terms hereof. Title to all Parts at any time removed from the Airframe or any Engine shall remain vested in Lessor, 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, (i) title to the replaced Part shall thereupon vest in Lessee, free and clear of all right, title and interest of Lessor and of Lessor’s Liens and Liens of the type described in Section 6(h), and shall no longer be deemed a Part hereunder), (ii) title to such replacement part shall thereupon vest in Lessor free and clear of all Liens (except Permitted Liens) and (iii) such replacement part shall become subject to this Lease and be deemed part of the Airframe or such Engine, and a Part, for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe The Company shall (or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will shall cause a Permitted Lessee to, at its own cost and expense, ) promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and which may from time to time that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use for any reason whatsoeverreason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner may, at its own cost and expense, the Company (or any Permitted Lessee) may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use; provided, however, provided that Ownerthe Company (or any Permitted Lessee), except as otherwise provided hereinin Section 7.04(c), at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating the condition and have repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a value part incorporated or installed in or attached to the Airframe or such Engine that meets 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 (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and utility not less than the value and utility clear of all rights of the Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts replaced (assuming originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of the Company from time to time, the Loan Trustee shall execute and deliver to the Company an appropriate instrument confirming the release of any such replaced Parts were in Part from the condition required hereunder)Lien of this Indenture.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe Company shall (or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will shall cause a Permitted Lessee to, at its own cost and expense, ) promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and which may from time to time that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use for any reason whatsoeverreason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner may, at its own cost and expense, Company (or any Permitted Lessee) may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use; provided, however, provided that OwnerCompany (or any Permitted Lessee), except as otherwise provided hereinin Section 7.04(c), at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition condition. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets 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 (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and have a value clear of all rights of Loan Trustee and utility not less than the value and utility of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts replaced (assuming originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such replaced Parts were in Part from the condition required hereunder)Lien of this Indenture.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly will replace (or cause to be replaced) replaced all Parts, including any such Parts which may removed from time to time be incorporated or installed in or attached to the Aircraft, 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 paragraphs (b) or (c) of this Section 8. In addition, Owner may, at its own cost and expense, or Lessee may, and may permit a Permitted Lessee at its own cost and expense Sublessee (or any maintenance provider for the Aircraft) to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, or as may be required or, in Lessee's (or any Sublessee's) reasonable opinion, advisable, in contemplation of the return of the Aircraft to Lessor in accordance with this Lease, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that OwnerLessee will, except as otherwise provided herein, at its own cost and expense, willreplace, or will cause a Permitted Lessee at its own cost and expense toto be replaced, replace such Parts as promptly as practicable. All replacement parts (other than replacement parts temporarily installed on the Airframe or Engine as provided in Section 8(b) hereof) shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) ), and shall be in as good an operating condition condition, and shall have a value and utility not less than the value and utility of substantially equal to, the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof (but without taking into consideration hours and cycles remaining until overhaul). All Parts at any time removed from the Airframe or any Engine shall remain the property of Lessor, no matter where located, until such time as such Parts shall be replaced by parts which meet the requirements for replacement parts specified above. Upon any replacement part becoming incorporated or installed in or attached to the Airframe or any Engine, without further act (subject only to Permitted Liens and any arrangement permitted by Section 8(b) hereof), (i) such replacement part shall become the property of Lessor and shall become subject to the Lease and be deemed a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine and (ii) the replaced Part shall no longer be the property of Lessor and shall no longer be deemed a Part hereunder), and title to such replaced Part shall vest in Lessee (or, if a Sublease is then in effect, the Sublessee) as provided in this Lease.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner Tenant may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, or as otherwise required or permitted by this Lease, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Owner, except as otherwise provided herein. Tenant will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace any such Parts as promptly may be necessary to maintain the Leased Property in accordance with the standards for Tenant’s maintenance obligations as practicableset forth in Section 7.1 of this Lease. All replacement parts Parts shall be free in as good operating condition as, and clear of all Liensshall have a value (including the residual value), except for Permitted Liens utility and pooling arrangements remaining useful life at least equal to the extent permitted Parts replaced, assuming such replaced Parts were in condition and repair required to be maintained by, and otherwise in compliance with, the terms of this Lease (nothing in this Lease, however, shall be construed to require Tenant to replace any Parts having a useful life adequate to operate the Leased Property through the end of the Term). All Parts at any time removed from any item or portion of the Leased Property shall remain the property of Landlord until such time as such Parts shall be replaced by Section 4.04(c) below Parts which have been incorporated or installed in or attached to such item or portion of the Leased Property and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated into or installed in or attached to any item or portion of the Leased Property, without further action by either Party (and except in the case of replacement property temporarily installed on an emergency basis), (a) title to such replacement Part shall thereupon vest in Landlord, (b) such replacement Part shall become subject to this Lease and be deemed part of the Leased Property for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Leased Property, and (c) title to the removed Part shall thereupon vest in Tenant AS IS WHERE IS, free and clear of all rights of Landlord, and shall no longer be in good operating condition and have deemed a value and utility not less than the value and utility part of the Leased Property. Notwithstanding the foregoing, “Parts” means all appliances, parts, instruments, appurtenances, accessories, furnishings, spare parts, and other equipment and property of whatever nature which constitute a portion of the Improvements or Personal Property and any replacements or substitutions therefor made under this Section 10.2. “Parts” shall not in any event include (i) any Tenant Property, (ii) removed Parts replaced as provided in subsection (assuming such replaced c), above, or (iii) any Permitted Capital Improvements and Additional Lines, which Permitted Capital Improvements and Additional Lines shall be governed by Section 10.1, above. Title to replacements and substitutions for Parts were in made under this Section 10.2 shall remain a part of the condition required hereunder)Leased Property.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, The Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 Sections 4.04(c) and 4.04(d). In addition, the Owner may, at its own cost and expense, or and may permit a Permitted Lessee Lessee, at its own cost and expense expense, (or any maintenance provider for the Aircraft) to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that the Owner, except as otherwise provided herein, will, at its own cost and expense, willreplace, or will cause a Permitted Lessee at its own cost and expense toto be replaced, replace such Parts as promptly as practicable. All replacement parts (other than replacement parts temporarily installed as provided in Section 4.04(c) hereof) shall be free and clear of all Liens (except Permitted Liens), except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good an operating condition as, and shall have a value and utility not less than the value and utility of substantially equal to or better than, the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof (but without taking into consideration hours and cycles remaining until overhaul). Except as provided in Section 4.04(d), all Parts at any time removed from the Airframe or any Engine shall remain subject to the Lien of this Trust Indenture, no matter where located, until such time as such Parts shall be replaced by parts which meet the requirements for replacement parts specified above. Upon any replacement part becoming incorporated or installed in or attached to the Airframe or any Engine, without further act (subject only to Permitted Liens and any arrangement permitted by Section 4.04(c) hereof), (i) such replacement part shall become subject to the Lien of this Trust Indenture and be deemed a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine and (ii) the replaced Part shall no longer be subject to the Lien of this Trust Indenture and shall no longer be deemed a Part hereunder). Upon request of Owner, the Mortgagee shall, at Owner’s expense, execute and deliver to Owner such documents as may be reasonably required to evidence the release of any replaced Part from the Lien of this Trust Indenture.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or an Engine is subject to the Lien of this IndentureMortgage, Ownerthe Grantor, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any such 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, Owner the Grantor may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Ownerthe Grantor, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as reasonably practicable. All replacement parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c3.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good an operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or Lessee will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or Lessee may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace replaces such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, except for other than Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) Liens, and shall be in as good an operating condition as, and have a utility value and utility not less than the value and utility of remaining warranty reasonably approximating, the Parts replaced (assuming such replaced Parts were in the condition and repair in which they were required hereunderto be maintained by the terms hereof). All Parts owned by Lessor which are at any time removed from the Aircraft shall remain the property of Lessor and subject to this Lease until such time as such Parts shall be replaced by Parts which have been incorporated or installed in to the Aircraft and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed into the Aircraft as above provided, (i) title to the removed Part shall thereupon vest in Lessee, free and clear of all rights of Lessor, (ii) title to such replacement Part shall thereupon vest solely in Lessor and (iii) such replacement Part shall become subject to this Lease and be deemed a Part for all purposes hereof to the same extent as the Part which it has replaced.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe Lessee shall (or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause if a Permitted Lessee toSublease is in effect, shall ensure that the sublessee), at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 Section 7.6. In addition, Owner Lessee (or, if any Permitted Sublease is then in effect, the sublessee) may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that OwnerLessee, except as otherwise provided hereinin Section 7.6, will, at its own cost and expense, will, replace or will cause a Permitted Lessee at its own cost and expense to, replace to be replaced such Parts as promptly as practicable. If not obtained from an original equipment manufacturer, all Parts installed during the Term must have been repaired/overhauled by an FAA-approved repair station and be accompanied by appropriate certification (including a serviceability tag in the case of any calendar-limited or life-limited parts) and documentation to demonstrate compliance with applicable requirements. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (7.5 and except in the case of for replacement property temporarily installed on an emergency basis) and shall be in as good operating condition as, and shall have a value value, utility and utility not remaining useful life at least equal to, the Parts replaced, but in all events such replacement Parts shall be no less than the value and utility of the Parts replaced (assuming such 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 Lessor, no matter where located, until such time as such Parts have been replaced by Parts which have been incorporated or installed in or attached to the Airframe or such 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 (subject only to Permitted Liens and any pooling arrangement to the extent permitted by Section 7.5 and except for replacement property temporarily installed on an emergency basis), (i) title to such replacement Part shall thereupon vest in Lessor, (ii) such replacement Part shall become subject to this Lease and be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine, and (iii) title to the replaced Part shall thereupon vest in Lessee (or, if a Permitted Sublease is then in effect, the sublessee), free and clear of all Lessor Liens and rights of Lessor, and shall no longer be deemed a Part hereunder).

Replacement of Parts. Except as otherwise provided hereinherein and if for whatever reason Sublessee terminates the MSA, so long as from and after the Airframe or Engine is subject to the Lien date of this Indenturesuch termination, OwnerSublessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner Sublessee may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removedremoved under the MSA) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that OwnerSublessee, except as otherwise provided herein, at its own cost and expense, will, replace (or will cause a Permitted Lessee at its own cost and expense to, replace to be replaced) such Parts as promptly as practicablepracticable with equivalent Parts of the same make, model and part number or an improved make, model or part number and made by the same manufacturer and in accordance with Continental's maintenance policies and procedures. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis6.2 hereof) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder). Subject to Section 6.3 hereof, all Parts at any time removed from the Aircraft, Airframe or any Engine shall remain the property of relevant Head Lessor or Owner of such Airframe or Engine, no matter where located, until such time as such Parts shall be replaced by Parts which have been incorporated in the Aircraft, Airframe or such Engine and which meet the requirements for replacement Parts specified above. Except as provided in Section 6.2 hereof, immediately upon any replacement Part becoming incorporated in the Aircraft, Airframe or such Engine as above provided, without further act, (i) title to the replaced Part shall thereupon vest in Sublessee free and clear of all Sublessor Liens and all rights of Sublessor and all Head Lessor Liens and all rights of Head Lessor and Owner, and the replaced Part shall no longer be deemed a Part hereunder, (ii) title to such replacement Part shall thereupon vest in the Head Lessor of the Airframe (in the case of replacement Parts incorporated in the Airframe) or Head Lessor or Owner of the relevant Engine (in the case of replacement Parts incorporated in such Engine) (subject only to Permitted Liens), and (iii) such replacement Part shall become subject to this Sublease and be deemed part of the Aircraft, Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated in such Aircraft, Airframe or Engine.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerThe Company, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced as promptly as practicable all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine Equipment 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 whatsoeverreason, except as otherwise provided in Section 3.10. In addition, Owner the Company may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) removed in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that Ownerthe Company, except as otherwise provided hereinin Section 3.10, will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts when incorporated or installed in or attached to the Equipment shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c3.09(b) below (and except in the case of replacement property temporarily installed on an emergency basisPermitted Liens) and shall be in as good operating condition and have a value and utility not less than the value and utility of as the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required hereunderto be maintained by the provisions of this Security Agreement. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Equipment, and without further act (subject only to a pooling arrangement to the extent permitted by Section 3.09(b)) such replacement Part shall become subject to the Lien of this Security Agreement and shall be deemed part of the Equipment, for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Equipment.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, The Company shall promptly replace (or cause to be replaced) replaced all Parts which that may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and which that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove the Company (or cause to be removedany Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use; provided, however, provided that Ownerthe Company (or any Permitted Lessee), except as otherwise provided hereinin Section 7.04(c), at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), all Parts at any time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until such time as such Parts shall be replaced by parts that have a value been incorporated or installed in or attached to the Airframe or such Engine and utility not less than that meet the value 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 (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and utility clear of all rights of the Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts replaced (assuming originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of the Company from time to time, the Loan Trustee shall execute and deliver to the Company an appropriate instrument confirming the release of any such replaced Parts were in Part from the condition required hereunder)Lien of this Indenture.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or a Spare Engine is subject to the Lien of this IndentureAgreement, the Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any such 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, the Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that the Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c2.03(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good an operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the an Airframe or Engine is subject to the Lien of this Indenturethe Mortgage, Ownerthe Company, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, such 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, Owner the Company may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Ownerthe Company, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall be owned by Company and be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c3.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good an operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or The Borrower will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 Section 4.03. In addition, Owner the Borrower may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Ownerthe Borrower, except as otherwise provided herein, at its own cost and expense, will, or will cause cause, a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts (other than replacement parts temporarily installed as provided in Section 4.02) shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent any arrangement permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) 4.02), and shall be in as good an operating condition condition, and shall have a value and utility not less than the value and utility of substantially equal to, the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required hereunderto be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Engine shall remain subject to the Lien of this Trust Indenture, no matter where located, until such time as such Parts shall be replaced by parts 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, without further act (subject only to Permitted Liens and any arrangement permitted by Section 4.02 hereof), (i) such replacement part shall become subject to the Lien of this Trust Indenture and be deemed a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine and (ii) the replaced Part shall no longer be deemed a Part hereunder and shall be free and clear of the Lien of this Trust Indenture.

Replacement of Parts. Except as otherwise provided herein, so So long as the Airframe or an Engine is subject to the Lien of this IndentureMortgage, Ownerthe Company, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 Section 3.03(d) hereof or if an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner the Company (or any Lessee) may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that Ownerthe Company (or such Lessee), except as otherwise provided hereinin Section 3.03(d) hereof, will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens (except Permitted Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c3.03(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition condition, and shall have a value and utility not less than the value (without regard to hours and utility of cycles) at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required hereunderto be maintained by the terms hereof); provided that each replacement Part shall have at least enough remaining hours, cycles and calendar life (as applicable) at the time of its installation on the relevant Engine to last until the next expected maintenance event of such Engine. Notwithstanding anything to the contrary set forth elsewhere in this Section 3.03(a), (x) no removal and replacement of Parts pursuant to this Section 3.03(a) shall be permitted for the purpose of diminishing the value, utility or remaining useful life of any Engine, and (y) neither the Company nor any Lessee shall be permitted to remove or replace any Parts pursuant to this Section 3.03(a) in any manner, for any reason, or on any basis that would discriminate against the interests of the Security Trustee in any Engine (as compared to other aircraft engines of the same type owned, leased or operated by the Company or any Lessee, as the case may be).

Replacement of Parts. Except as otherwise provided herein, so long as the Aircraft, Airframe or Engine is subject to the Lien of this Trust Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in in, or attached to to, the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, willwill promptly replace, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) , all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may at its own cost and expense remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, howeverprovided that Lessee (or, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause if a Permitted Lessee Sublease is in effect, a Permitted Sublessee) shall replace at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts which are at any time removed from the Aircraft shall remain the property of Lessor, subject to the Lien of the Indenture if it has not been discharged, and subject to this Lease 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 Aircraft and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Aircraft as above provided, or as provided in Section 9(c), without further act, (i) title to the removed Part shall thereupon vest in Lessee free and clear of all Liensrights of Lessor, except for Permitted Liens Indenture Trustee, Owner Participant and pooling arrangements Note Holders and shall no longer be deemed a Part hereunder, (ii) title to such replacement Part shall thereupon vest in Lessor and become subject to the extent permitted by Section 4.04(cLien of the Indenture if it has not been discharged, and (iii) below such replacement Part shall become subject to the Lien of the Indenture (and except in the case of replacement property temporarily installed on an emergency basisif it has not been discharged) and shall this Lease and be in good operating condition and have deemed a value and utility not less than Part for all purposes hereof to the value and utility of same extent as the Parts replaced (assuming such replaced Parts were in the condition required hereunder)Part which it has replaced.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, willwill promptly replace, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) , all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may at its own cost and expense remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscatedAll Parts which are at any time removed from the Aircraft shall remain the property of Lessor (provided that, damaged beyond repair so long as the Foreign Lease Agreement is in effect, title to such Parts shall remain with Foreign Lessor), subject to the Lien of the Indenture if it has not been discharged, and subject to this Lease no matter where located until such time as such Parts shall be replaced by parts which have been incorporated or permanently rendered unfit installed in or attached to the Aircraft and which meet the requirements for use; replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Aircraft as above provided, howeveror as provided in Section 9(c), that Ownerwithout further act, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted (i) title to the removed Part shall thereupon vest in Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liensrights of Lessor, except for Permitted Liens Indenture Trustee, Owner Participant and pooling arrangements Note Holders and shall no longer be deemed a Part hereunder, (ii) title to such replacement Part shall thereupon vest in Lessor (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) and become subject to the extent permitted by Section 4.04(cLien of the Indenture if it has not been discharged, and (iii) below such replacement Part shall become subject to the Lien of the Indenture (and except in the case of replacement property temporarily installed on an emergency basisif it has not been discharged) and shall this Lease and be in good operating condition and have deemed a value and utility not less than Part for all purposes hereof to the value and utility of same extent as the Parts replaced (assuming such replaced Parts were in the condition required hereunder)Part which it has replaced.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerSublessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner Sublessee may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that OwnerSublessee, except as otherwise provided hereinin paragraph (c) of this Section 8, will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, promptly replace such Parts as promptly as practicableParts. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by paragraph (b) of this Section 4.04(c) below (8 and except in the case of replacement property temporarily installed on an emergency basis) and shall be serviceable in accordance with the Maintenance Program and FAA requirements for FAR Part 121 operation and shall be in as good operating condition as, and shall have a maintenance status, modification status, value and utility not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. 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 the Owner, 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 such 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 (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), (i) title to such replacement Part shall thereupon vest in the Owner, (ii) such replacement Part shall become subject to the Head Lease and this Sublease and be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine, and (iii) title to the replaced Part shall thereupon vest in Sublessee free and clear of all rights of the Owner and Sublessor, and shall no longer be deemed a Part hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerThe Company, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 Sections 3.04(c) and 3.04(d). In addition, Owner the Company may, at its own cost and expense, or and may permit a Permitted Lessee Lessee, at its own cost and expense expense, (or any maintenance provider for the Aircraft) to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that Ownerthe Company, except as otherwise provided herein, will, at its own cost and expense, willreplace, or will cause a Permitted Lessee at its own cost and expense toto be replaced, replace such Parts as promptly as practicable. All replacement parts (other than replacement parts temporarily installed as provided in Section 3.04(c) hereof) shall be free and clear of all Liens (except Permitted Liens), except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good an operating condition as, and shall have a value and utility not less than the value and utility of substantially equal to, the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof (but without taking into consideration hours and cycles remaining until overhaul). Except as provided in Section 3.04(d), all Parts at any time removed from any Airframe or any Engine or any Spare Engine shall remain subject to the Lien of this C Mortgage, no matter where located, until such time as such Parts shall be replaced by parts which meet the requirements for replacement parts specified above. Upon any replacement part becoming incorporated or installed in or attached to any Airframe or any Engine or any Spare Engine, without further act (subject only to Permitted Liens and any arrangement permitted by Section 3.04(c) hereof), (i) such replacement part shall become subject to the Lien of this C Mortgage and be deemed a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to such Airframe, Engine or Spare Engine and (ii) the replaced Part shall no longer be subject to the Lien of this C Mortgage and shall no longer be deemed a Part hereunder). Upon request of Company, the Collateral Agent shall, at Company’s expense, execute and deliver to Company such documents as may be reasonably required to evidence the release of any replaced Part from the Lien of this C Mortgage.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, The Grantor shall promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the AircraftParts, 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, Owner may, at its own cost and expense, the Grantor may remove or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) removed in the ordinary course of maintenance, service, repair, overhaul or testing of any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Owner, except as otherwise provided herein, at its own cost and expense, will, the Grantor will replace or will cause a Permitted Lessee at its own cost and expense to, replace to be replaced such Parts as promptly as practicablereasonably possible. All replacement parts Parts shall be free and clear of all Liens (other than Permitted Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good operating condition as, and have shall be of a value quality and utility not less than the value and utility of at least equal to, the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof; provided, however, that the Grantor shall have the right to install or to cause to be installed temporary replacement Parts pending the completion of permanent repairs or installation of permanent replacement Parts, in which event the Grantor shall install or shall cause to be installed permanent replacement Parts to meet such requirements as soon as reasonably possible and in any event within ninety (90) days from the date of installation of such temporary replacement Parts. All Parts at any time removed from the Airframe or any Engine shall remain subject to the Lien created under this Mortgage no matter where located, until such time as such Parts shall be replaced by Parts which have been incorporated in the Aircraft or such Engine and which meet the requirements of subsections (i) and (ii) below. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as provided above, without further act, (i) such replacement Part shall become subject to the Lien created under this Mortgage and be deemed part of the Aircraft or such Engine for all purposes hereof to the same extent as the Parts originally incorporated in the Aircraft or such Engine (and the Grantor shall make, or cause to be made, all filings or registrations necessary to perfect the Mortgagee’s Lien in such Part), and (ii) the replaced Part shall be released from the Lien of this Mortgage and the replaced Part shall no longer be deemed a Part hereunder).;

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerBorrower, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may that are from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and which may from time to time that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered unfit for use for any reason whatsoever. In addition, Owner mayBorrower, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of business, fleet management, maintenance, service, repair, overhaul overhaul, or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered unfit for use; provided, however, that Ownerthat, except as otherwise provided herein, at its own cost and expense, will, Borrower will replace or will cause a Permitted Lessee at its own cost and expense to, replace the replacement of such Parts as promptly as practicable. All replacement parts (other than replacement parts installed in or attached to the Airframe or any Engine on a temporary basis) shall be owned by Borrower and shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) 4.4(c), and shall be in good operating condition and (except in the case of replacement parts installed in or attached to the Airframe on a temporary basis) have a value value, remaining useful life (without regard to hours and/or cycles to overhaul or replacement (as applicable)) and utility not less than the value value, remaining useful life (without regard to hours and/or cycles to overhaul or replacement (as applicable)) and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this IndentureMortgaged Helicopters are serving as Collateral, OwnerBorrower, at its own cost and expense, will, or will cause a Permitted the applicable Helicopter Owning Subsidiary or an Eligible Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine Mortgaged Helicopter 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, provided, however, that neither the Borrower, any Helicopter Owning Subsidiary or an Eligible Lessee shall be obligated to replace any Part which, in the reasonable judgment of the Borrower, is no longer necessary for the operation of the Mortgaged Helicopter. In addition, Owner Borrower may, at its own cost and expense, or may permit a Permitted the applicable Helicopter Owning Subsidiary or an Eligible Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that OwnerBorrower, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted the applicable Helicopter Owning Subsidiary or an Eligible Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerSublessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly will replace (or cause to be replaced) replaced all Parts, including any such Parts which may removed from time to time be incorporated any Airframe, Engine, Propeller or installed in or attached to the Aircraft, Airframe 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, except as otherwise provided in paragraphs (b) or (c) of this Section 8. In addition, Owner may, at its own cost and expense, or Sublessee may, and may permit a Permitted Lessee at its own cost and expense to, Sublessee (or any maintenance provider for the Equipment) to remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, or as may be required or, in Sublessee’s (or any Permitted Sublessee’s) reasonable opinion, advisable, in contemplation of the return of the Equipment to Sublessor in accordance with this Sublease, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that OwnerSublessee will, except as otherwise provided herein, at its own cost and expense, willreplace, or will cause a Permitted Lessee at its own cost and expense toto be replaced, replace such Parts as promptly as practicable. All replacement parts (other than replacement parts temporarily installed on any Airframe, Engine, Propeller or Spare Engine as provided in Section 8(b) hereof) shall be free and clear of all Liens (except Permitted Liens), except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good an operating condition condition, and shall have a value and utility not less than the value and utility of substantially equal to, the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required hereunderto be maintained by the terms hereof (but without taking into consideration hours and cycles remaining until overhaul). All Parts at any time removed from the any Airframe, Engine, Propeller or Spare Engine shall remain the property of Head Lessor, no matter where located, until such time as such Parts shall be replaced by parts which meet the requirements for replacement parts specified above. Upon any replacement part becoming incorporated or installed in or attached to any Airframe, Engine, Propeller or Spare Engine, without further act (subject only to Permitted Liens and any arrangement permitted by Section 8(b) hereof), (i) such replacement part shall become the property of Head Lessor and shall become subject to the Head Lease and this Sublease and be deemed a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to such Airframe, Engine, Propeller or Spare Engine and (ii) the replaced Part shall no longer be the property of Head Lessor and shall no longer be deemed a Part hereunder or under the Head Sublease, and title to such replaced Part shall vest in Sublessee (or, if a Permitted Sublease is then in effect, the Permitted Sublessee) as provided in this Sublease. No DER Parts or PMA Parts may be installed on any Item of Equipment or any part thereof without Sublessor’s consent, acting reasonably, except that no such consent shall be required to the extent that following such installation, the value of all DER Parts or PMA Parts then installed on such Item of Equipment does not exceed [*].

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerThe Company, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, shall promptly replace (or cause to be replaced) all Parts which that may from time to time be incorporated or installed in or attached to the Aircraft, such Airframe or any such Engine and which that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in Section 7.04(c) or if such Airframe or any such Engine to which a Part relates has suffered an Event of Loss. In addition, Owner maythe Company, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use; provided, however, provided that Ownerthe Company, except as otherwise provided hereinin Section 7.04(c), at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of at least equal to the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required hereunderto be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), all Parts at any time removed from such Airframe or any such Engine shall remain subject to the Lien of this Aircraft Security Agreement no matter where located until such time as such Parts shall be replaced by parts that have been incorporated or installed in or attached to such Airframe or such Engine and that meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to such Airframe or any such Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of the Lien of this Aircraft Security Agreement and of all rights and interests of the Security Agent (and the other beneficiaries hereof) and shall no longer be deemed a Part hereunder and (ii) such replacement Part shall become subject to the Lien of this Aircraft Security Agreement and be deemed a Part of such Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to such Airframe or such Engine. Upon request of the Company from time to time, the Security Agent (and, if the Company so requests, the Trustee) shall execute and deliver to the Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Aircraft Security Agreement.

Replacement of Parts. Except as otherwise provided hereinThe Company, at its own cost and expense, will so long as the any Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, Mortgage promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, such 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 Section 3.4(d) hereof or if any Airframe or any Engine to which a Part relates has suffered an Event of Loss. In addition, Owner the Company (or any Lessee) may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, PROVIDED that Ownerthe Company (or such Lessee), except as otherwise provided hereinin Section 3.4(d) hereof, will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c3.4(c) below (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 not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required hereunder)to be maintained by the terms hereof.

Replacement of Parts. Except as otherwise provided hereinLessee (or, so long as the Airframe or Engine if any Permitted Sublease is subject to the Lien of this Indenturethen in effect, Ownerany Permitted Sublessee), at its own cost and expense, will, or will cause a Permitted Lessee toshall, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 Section 7.6. In addition, Owner Lessee (or, if any Permitted Sublease is then in effect, any Permitted Sublessee) may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, howeverprovided that Lessee (or, that Ownerif any Permitted Sublease is then in effect, any Permitted Sublessee), except as otherwise provided hereinin Section 7.6, will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. If not obtained from an original equipment manufacturer, all Parts installed during the Term must have been repaired/overhauled by an FAA-approved repair station and be accompanied by appropriate certification and documentation to demonstrate compliance with applicable requirements. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (7.5 and except in the case of for replacement property temporarily installed on an emergency basis) and shall be in as good operating condition as, and shall have a value value, utility and utility not remaining useful life at least equal to, the Parts replaced, but in all events such replacement Parts shall be no less than the value and utility of the Parts replaced (assuming such 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 Lessor, no matter where located, until such time as such Parts have been replaced by Parts which have been incorporated or installed in or attached to the Airframe or such 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 (subject only to Permitted Liens and any pooling arrangement to the extent permitted by Section 7.5 and except for replacement property temporarily installed on an emergency basis), (i) title to such replacement Part shall thereupon vest in Lessor, (ii) such replacement Part shall become subject to this Lease and be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine, and (iii) title to the replaced Part shall thereupon vest in Lessee (or, if a Permitted Sublease is then in effect, any Permitted Sublessee), free and clear of all Lessor Liens and rights of Lessor, and shall no longer be deemed a part hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the an Airframe or Engine is subject to the Lien of this IndentureMortgage, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the such Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c2.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerThe Company, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicablein Section 3.3 hereof. All replacement parts Parts shall be owned by the Company free and clear of all Liens, Liens (except for Permitted Liens and or pooling arrangements to the extent permitted by Section 4.04(c) below (3.2 hereof and except in the case of replacement property Parts temporarily installed on an emergency basis) and shall be in as good an operating condition as and shall have a value value, utility and utility not less than the value and utility of remaining useful life substantially equal to the Parts replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. All Parts (other than Obsolete Parts, as defined in Section 3.3 below) at any time removed from any Airframe or Engine shall remain the property of the Company and shall remain subject to the Lien of this Mortgage, no matter where located, until such time as such Parts shall be replaced by Parts which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to any Airframe or Engine, without further act (subject only to Permitted Liens and any pooling arrangement permitted by Section 3.2 hereof and except replacement Parts temporarily installed on an emergency basis), (i) such replacement Part shall become the property of the Company and shall become subject to this Mortgage and be deemed a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to such Airframe or Engine and (ii) the replaced Part shall no longer be deemed a Part hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe Company shall (or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will shall cause a Permitted Lessee to, at its own cost and expense, ) promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and which may from time to time that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use for any reason whatsoeverreason, except as otherwise provided in ‎Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner may, at its own cost and expense, Company (or any Permitted Lessee) may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use; provided, however, provided that OwnerCompany (or any Permitted Lessee), except as otherwise provided hereinin ‎Section 7.04(c), at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating the condition and have repair required to be maintained by the terms hereof. Except as otherwise provided in ‎Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a value part incorporated or installed in or attached to the Airframe or such Engine that meets 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 (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and utility not less than the value clear of all rights of Loan Trustee and utility of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts replaced (assuming originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company instruments reasonably requested by Company confirming the release of any such replaced Parts were in Part from the condition required hereunder)Lien of this Indenture.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, The Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 Sections 4.04(c) and 4.04(d). In addition, the Owner may, at its own cost and expense, or and may permit a Permitted Lessee Lessee, at its own cost and expense expense, (or any maintenance provider for the Aircraft) to, remove (or cause to be removed) in the ordinary course of maintenance, serviceservices, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that the Owner, except as otherwise provided herein, will, at its own cost and expense, willreplace, or will cause a Permitted Lessee at its own cost and expense toto be replaced, replace such Parts as promptly as practicable. All replacement parts (other than replacement parts temporarily installed as provided in Section 4.04(c) hereof) shall be free and clear of all Liens (except Permitted Liens), except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good an operating condition as, and shall have a value and utility not less than the value and utility of substantially equal to, the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof (but without taking into consideration hours and cycles remaining until overhaul). Except as provided in Section 4.04(d), all Parts at any time removed from the Airframe or any Engine shall remain subject to the Lien of this Trust Indenture, no matter where located, until such time as such Parts shall be replaced by parts which meet the requirements for replacement parts specified above. Upon any replacement part becoming incorporated or installed in or attached to the Airframe or any Engine, without further act (subject only to Permitted Liens and any arrangement permitted by Section 4.04(c) hereof), (i) such replacement part shall become subject to the Lien of this Trust Indenture and be deemed a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine and (ii) the replaced Part shall no longer be subject to the Lien of this Trust Indenture and shall no longer be deemed a Part hereunder). Upon request of Owner, the Mortgagee shall, at Owner’s expense, execute and deliver to Owner such documents as may be reasonably required to evidence the release of any replaced Part from the Lien of this Trust Indenture.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Trust Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or The Lessee will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 Section 8(c) or if an Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner the Lessee (or any Permitted Sublessee) may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that Ownerthe Lessee (or any Sublessee), except as otherwise provided hereinin Section 8(c), will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts (other than replacement parts temporarily installed as provided in Section 8(b)) shall be free and clear of all Liens (except Permitted Liens), except and shall be in as good an operating condition as, and shall have a value and utility substantially equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 8(c), all Parts at any time removed from such Airframe or any Engine shall remain subject to the Lien of the Mortgage, no matter where located, until such time as such Parts shall be replaced by parts which meet the requirements for replacement parts specified above. Upon any replacement part becoming incorporated or installed in or attached to such Airframe or any Engine, without further act (subject only to Permitted Liens and pooling arrangements to the extent any arrangement permitted by Section 4.04(c8(b) below (hereof and except in the case of replacement property temporarily installed on an emergency basisas provided in Section 8(b)), (i) such replacement part shall become subject to the Lien of the Mortgage and be deemed a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to such Airframe or such Engine and (ii) the replaced Part shall be free and clear of all rights of the Security Trustee, and shall no longer be in good operating condition and have a value and utility not less than subject to the value and utility Lien of the Parts replaced (assuming such replaced Parts were in the condition required Mortgage or deemed a Part hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own sole cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) the replacement of all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 whatsoeverreason. In addition, Owner may, at its own cost and expense, or Lessee may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any PartsParts as permitted by Section 8.1, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Owner, except as otherwise provided hereinLessee, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicablepossible. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basisLiens) and shall be in good operating condition and have a value and utility not less than the value and utility of at least equal to the Parts replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Aircraft, Airframe or any Engine shall remain the property of Lessor no matter where located, until such time as such Parts shall be replaced by Parts which have been incorporated in the Aircraft, Airframe or such Engine and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part which satisfies the requirements for replacement Parts specified above becoming incorporated in the Aircraft, Airframe or such Engine as above provided, without further act, (i) title to the replaced Part shall thereupon vest in Lessee free and clear of all rights of Lessor and the replaced Part shall no longer be deemed a Part hereunder, (ii) title to such replacement Part shall thereupon vest in Lessor (subject only to Permitted Liens), and (iii) such replacement Part shall become subject to this Lease and be deemed part of an Aircraft, Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated in such Aircraft, Airframe or Engine.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, shall promptly replace (or cause to be replaced) all Parts which may which, from time to time be incorporated or installed in or attached to the Aircrafttime, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing during the Term, Lessee may at its own cost and expense remove or cause to be removed any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, PROVIDED that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee shall replace at its own cost and expense to, replace such Parts as promptly as practicablepracticable and available. All replacement parts Parts shall be free and clear of all Liens, except for Permitted other than Liens permitted by clauses (a) and pooling arrangements (b) of Section 14 hereof; shall be in at least the same modification status and service bulletin accomplishment status; shall be fully interchangeable as to form, fit and function; shall have been overhauled, repaired and inspected by an agency acceptable to the extent permitted by Section 4.04(c) below (Manufacturer, the Engine Manufacturer and except in the case of replacement property temporarily installed on an emergency basis) FAA; and shall be in as good operating condition as, and have a utility at least equal to and a value and utility not less than the value and utility of remaining warranty reasonably approximating the Parts replaced (assuming such replaced Parts parts were in the condition and repair in which they were required hereunder)to be maintained by the terms hereof) and all historical records (dating back to the time of the manufacture of such Part) relating to such Parts shall be maintained by Lessee. Notwithstanding the foregoing provision, the right of Lessee to utilize an agency acceptable to the Manufacturer, the Engine Manufacturer and the FAA shall not be construed as modifying Lessee's obligations under Section 16 and Exhibit E with respect to return of the Aircraft in accordance with the standards and requirements of the FAA as therein provided. All Parts owned by Lessor which are at any time removed from the Aircraft shall remain the property of Lessor and subject to this Lease, 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 Aircraft and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Aircraft as above provided, (i) title to the removed part shall thereupon vest in Lessee, free and clear of all rights of Lessor, (ii) title to such replacement part shall thereupon vest solely in Lessor and (iii) such replacement part shall become subject to this Lease and be deemed a Part for all purposes hereof to the same extent as the Part which it has replaced. Any Part removed from the Airframe or from any Engine as provided in this Section 9(a) may be subjected by Lessee or any Permitted Sublessee to a normal pooling arrangement customary in the airline industry entered into in the normal course of Lessee's business with a certificated air carrier approved by Lessor, copies of the documentation for which have been supplied to, and been approved by Lessor, such approval not to be unreasonably withheld, provided the part replacing such removed Part shall be incorporated in or installed on or attached to such Airframe or Engine in accordance with Sections 9(a) and 9(b) as promptly as practicable after the removal of such removed Part.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerGrantors, at its their own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 Section 2.02(f). In addition, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove Grantor (or cause to be removedany Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use; provided, however, provided that Ownersuch Grantor (or any Permitted Lessee), except as otherwise provided hereinin Section 2.02(c), at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace replaces such Parts as promptly as practicable. All replacement parts Parts shall be owned by a Grantor free and clear of all LiensLiens (except Permitted Encumbrances, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c2.02(b) below (hereof and except in the case of replacement property parts temporarily installed on an emergency basis) and shall be in good operating the condition and have repair required by the terms hereof. All Parts at any time removed from any Airframe, Engine or Spare Engine shall remain the property of a value Grantor and utility not less than subject to the value Lien of this Mortgage, no matter where located, until such time as such Parts shall be replaced by Parts which meet the requirements for replacement Parts specified herein. Immediately upon any replacement Part becoming incorporated or installed in or attached to the applicable Airframe, Engine or Spare Engine, without further act (subject only to Permitted Encumbrances and utility any pooling arrangement permitted by Section 2.02(b) hereof and except replacement parts temporarily installed on an emergency basis), such replacement Part shall become the property of a Grantor and subject to the Lien of this Mortgage and be deemed a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to such Airframe, Engine or Spare Engine and the replaced Part shall be free and clear of all rights of the Parts replaced (assuming Collateral Agent hereunder and shall no longer be deemed a Part hereunder. Upon request of a Grantor from time to time, Collateral Agent shall execute and deliver to such Grantor an appropriate instrument confirming the release of any such replaced Parts were in Part from the condition required hereunder)Lien of this Mortgage.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or The Borrower will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 Section 4.03. In addition, Owner the Borrower may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Ownerthe Borrower, except as otherwise provided herein, at its own cost and expense, will, or will cause cause, a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as reasonably practicable. All replacement parts (other than replacement parts temporarily installed as provided in Section 4.02) shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent any arrangement permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) 4.02), and shall be in as good an operating condition condition, and shall have a value and utility not less than the value and utility of substantially equal to, the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required hereunderto be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Engine shall remain subject to the Lien of this Security Agreement, no matter where located, until such time as such Parts shall be replaced by parts 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, without further act (subject only to Permitted Liens and any arrangement permitted by Section 4.02 hereof), (i) such replacement part shall become subject to the Lien of this Security Agreement and be deemed a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine and (ii) the replaced Part shall no longer be deemed a Part hereunder and shall be free and clear of the Lien of this Security Agreement.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 Section 4.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating the condition and have a value and utility not less than repair required to be maintained by the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder)terms hereof.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, willwill promptly replace, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) , all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may at its own cost and expense remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, howeverprovided that Lessee (or, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause if a Permitted Lessee Sublease is in effect, a Permitted Sublessee) shall replace at its own cost and expense to, replace such Parts as promptly as practicablepossible. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by paragraph (c) of this Section 4.04(c) below (and except Permitted Liens), be in at least the case of replacement property temporarily installed on an emergency basis) equivalent or better modification status and service bulletin accomplishment status, be fully interchangeable as to form, fit and function and shall be in as good operating condition as, and have a value value, remaining useful life and utility not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts parts were in the condition and repair in which they were required to be maintained by the terms hereof). All Parts which are at any time removed from the Aircraft shall remain the property of Lessor, subject to the Lien of the Indenture if it has not been discharged, and subject to this Lease 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 Aircraft and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Aircraft as above provided, or as provided in Section 9(c), without further act, (i) title to the removed Part shall thereupon vest in Lessee free and clear of all rights of Lessor, Indenture Trustee, Owner Participant and Note Holders and shall no longer be deemed a Part hereunder), (ii) title to such replacement Part shall thereupon vest in Lessor and become subject to the Lien of the Indenture if it has not been discharged, and (iii) such replacement Part shall become subject to the Lien of the Indenture (if it has not been discharged) and this Lease and be deemed a Part for all purposes hereof to the same extent as the Part which it has replaced.

Replacement of Parts. Except as otherwise provided herein, so So long as the Airframe an Aircraft or Engine is subject to the Lien of this IndentureAircraft Security Agreement, Ownerthe Grantor, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, shall promptly replace (or cause to be replaced) all Parts which that may from time to time be incorporated or installed in or attached to the Aircraft, such Airframe or any such Engine and which that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in Section 6.03(c) or if such Airframe or any such Engine to which a Part relates has suffered an Event of Loss. In addition, Owner maythe Grantor, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use; provided, however, provided that Ownerthe Grantor, except as otherwise provided hereinin Section 6.03(c), at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of at least equal to the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required hereunderto be maintained by the terms hereof. Except as otherwise provided in Section 6.03(c), all Parts at any time removed from such Airframe or any such Engine shall remain subject to the Lien of this Aircraft Security Agreement no matter where located until such time as such Parts shall be replaced by parts that have been incorporated or installed in or attached to such Airframe or such Engine and that meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to such Airframe or any such Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of the Lien of this Aircraft Security Agreement and of all rights and interests of the Trustee (and the other beneficiaries hereof) and shall no longer be deemed a Part hereunder and (ii) such replacement Part shall become subject to the Lien of this Aircraft Security Agreement and be deemed a Part of such Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to such Airframe or such Engine. Upon request of the Grantor from time to time, the Trustee shall execute and deliver to the Grantor an appropriate instrument confirming the release of any such replaced Part from the Lien of this Aircraft Security Agreement.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may that are from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and which may from time to time that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered unfit for use for any reason whatsoever. In addition, Owner Lessee may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause permit to be removed) in the ordinary course of maintenance, service, repair, overhaul overhaul, or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered unfit for use; provided, however, that Ownerthat, except as otherwise provided herein, at its own cost and expense, will, Lessee will replace or will cause a Permitted Lessee at its own cost and expense to, replace the replacement of such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c(S) C below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and (except in the case of replacement property installed on the basis of operational exigencies) have a value value, remaining useful life, and utility not less than the value value, remaining useful life, and utility of the Parts replaced (assuming such replaced Parts were in the condition required under this Lease). Except as otherwise provided herein, all Parts at any time removed from the Aircraft shall remain the property of Lessor, no matter where located, until they are replaced by Parts that have been incorporated or installed in or attached to the Aircraft and that meet the requirements for replacement Parts specified above. As soon as a replacement Part is incorporated or installed in or attached to the Aircraft as above provided, without further act, (1) title to the replaced Part shall vest in Lessee (or if a Permitted Sublease is then in effect, in the Permitted Sublessee) free and clear of all Lessor Liens and all rights of Lessor, and the replaced Part shall no longer be deemed a Part hereunder), (2) title to such replacement Part shall vest in Lessor, subject only to Permitted Liens and pooling arrangements to the extent permitted by (S) C below and except in the case of replacement property temporarily installed on an emergency basis, and (3) such replacement Part shall become subject to this Lease and the Mortgage and be deemed part of the Aircraft for all purposes hereof and thereof to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 (d) of this Section 4.04 or if the Airframe or Engine to which a Part relates has suffered an Event of Loss. In addition, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so So long as the Airframe or an Engine is subject to the Lien of this Indenture, Ownerexcept as otherwise provided in the proviso to the third sentence of Section 4.03(d) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss, the Company, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, the Company (or a Permitted 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, however, provided that Owner, except as otherwise provided hereinthe Company (or such -------- Permitted Lessee), at its own cost and expense, willshall, or will cause a Permitted Lessee at its own cost and expense toexcept as otherwise provided in the proviso to the third sentence of Section 4.03(d), replace such Parts as promptly as practicablepracticable with replacement Parts or temporary replacement parts as provided in Section 4.03(c) hereof. All replacement parts Parts shall be free and clear of all Liens, Liens except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c4.03(c) below (and except in the case of replacement property temporarily installed on an emergency basis) Permitted Liens and shall be in as good operating condition as, and shall have a value and utility not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required hereunder)to be maintained by the terms hereof.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which that may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner Lessee may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that Owner, except as otherwise provided hereinLessee will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicablepossible. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis6(d)) and shall be in as good operating condition as, and shall have a value and utility not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required hereunderto be maintained by the terms hereof). All Parts at any time removed from the Engine shall remain subject to this Lease, no matter where located, until such time as such Parts shall be replaced by Parts that have been incorporated or installed in or attached to the Engine and that meet the requirements for replaced Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Engine as above provided, without further act, (i) title to the replaced Part shall there upon vest in Lessee, free and clear of Lessor's Liens and all rights of Lessor and shall no longer be deemed a Part hereunder provided, however, that in the case of any Part that is replaced by a replacement Part subject to a pooling arrangement, title to such replaced Part shall not vest in Lessee until Lessee has complied with Section 6(d), (ii) title to such replacement Part shall vest in Lessor and such replacement Part shall thereupon become subject to this Lease (subject only to a pooling arrangement to the extent permitted by Section 6(d)) and (iii) such replacement Part shall be deemed part of the Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Engine. Notwithstanding the provisions of this Section 6(c), provided that no Event of Default has occurred and is continuing, Lessee may install any part on the Engine by way of temporary replacement if: (i) there is not available to Lessee at the time and in the place that a part is required to be installed on the Engine, a Replacement Part complying with the requirements of Section 6(c); (ii) it would result in an unreasonable disruption of the operation of the Engine and/or the business of Lessee to ground the Engine until a Part complying with Section 6(c) becomes available for installation on the Engine; and (iii) as soon as practicable after installation of the same on the Engine but, in any event, no later than the date of the next restoration shop visit (except as such time may be extended pursuant to Section 8(a)), Lessee removes any such part and replaces it with a part complying with Section 6(c).

Replacement of Parts. Except as otherwise provided herein, so long as in the proviso to the third sentence of Section 3.3(j) or if an Airframe or an Engine is subject to the Lien which a Part relates has suffered an Event of this IndentureLoss, OwnerGrantor, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, Grantor, 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, however, provided that Owner, except as otherwise provided hereinGrantor, at its own cost and expense, willshall, or will cause a Permitted Lessee at its own cost and expense toexcept as otherwise provided in the proviso to the third sentence of Section 3.3(j), replace such Parts as promptly as practicablepracticable with replacement Parts. All replacement parts Parts shall be free and clear of all Liens, Liens except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (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 not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except in respect of any Part that Grantor may remove from an Airframe, an Engine, a Rotor, or a Rotor Blade as provided in the proviso to the third sentence of Section 3.3(j), all Parts at any time removed from an Airframe, an Engine, a Rotor, or a Rotor Blade shall remain the property of Grantor and subject to this Security Agreement, no matter where located, until such time as such Parts shall be replaced by Parts that have been incorporated or installed in or attached to an Airframe, Engine, a Rotor, or a Rotor Blade and that meet the requirements for replacement Parts specified in the first paragraph of this Section 3.3(h). Immediately upon any replacement Part becoming incorporated or installed in or attached to an Airframe, Engine, Rotor, or a Rotor Blade as provided in this Section 3.3(h), without further act, (i) title to the replaced Part shall be free and clear of all rights of Agent and such Part shall no longer be deemed a Part hereunder); (ii) title to such replacement Part shall thereupon vest in Grantor; and (iii) such replacement Part shall become subject to the Lien of this Security Agreement and be deemed part of such Airframe, Engine, Rotor, or Rotor Blade as the case may be, for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to such Airframe, Engine, Rotor, or Rotor Blade.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject Subject to the Lien provisions of this IndentureExhibit E hereof, Owner, Lessee at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, shall promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Serviced 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 Section 8. In addition, Owner Lessee may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) removed in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged damages beyond repair or permanently rendered unfit for use; provided, however, provided that OwnerLessee, except as otherwise provided hereinin Section 8, will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicablepossible. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) Liens), and shall be in as good operating condition as, and shall have a value and utility not less than the value and utility of at least equal to, the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required hereunderto be maintained by the terms hereof. All Parts at any time removed from the Airframe or any Serviced Engine shall remain the property of Lessor, no matter where located. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Serviced Engine as above provided, without further act, (i) title to the replacement Part shall thereupon vest in Lessor free and clear of all Liens (except for Permitted Liens); and (iii) such replacement Part shall become subject to this Lease and be deemed part of the Airframe or such Serviced Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Serviced Engine. Any Parts replaced or supplied by Lessor pursuant to Exhibit E attached hereto shall be deemed to satisfy the conditions of this Section.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, will, or will cause a Permitted Lessee Sublessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner Lessee may, at its own cost and expense, or may permit a Permitted Lessee Sublessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that OwnerLessee, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee Sublessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) C below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required under this Lease). Except as otherwise provided herein, all Parts at any time removed from the Aircraft, Airframe or any Engine shall remain the property of Lessor, 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 Aircraft, Airframe or such 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 Aircraft, Airframe or such Engine as above provided, without further act, (i) title to the replaced Part shall thereupon vest in Lessee (or if a Permitted Sublease is then in effect, in the Permitted Sublessee) free and clear of all Lessor Liens and all rights of Lessor, and the replaced Part shall no longer be deemed a Part hereunder), (ii) title to such replacement Part shall thereupon vest in Lessor and subject only to Permitted Liens and pooling arrangements to the extent permitted by Section C below and except in the case of replacement property temporarily installed on an emergency basis, and (iii) such replacement Part shall become subject to this Lease and the Trust Indenture and be deemed part of the Aircraft, Airframe or such Engine for all purposes hereof and thereof to the same extent as the Parts originally incorporated or installed in or attached to such Aircraft, Airframe or Engine.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerBorrower, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner the Borrower may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; providedPROVIDED, howeverHOWEVER, that Ownerthe Borrower, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c3.3(i) below (and except in the case of replacement property temporarily installed on an emergency basis) ), and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunderunder this Agreement). Except as otherwise provided herein, all Parts at any time removed from the Aircraft, Airframe or any Engine shall remain subject to the Lien of this Agreement, 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 Aircraft, Airframe or such 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 Aircraft, Airframe or such Engine as above provided, without further act, (i) such replacement part shall become subject to the Lien of this Agreement and be deemed part of the Aircraft, Airframe or such Engine for all purposes hereof and thereof to the same extent as the Parts originally incorporated or installed in or attached to such Aircraft, Airframe or Engine and (ii) the replaced Part shall thereupon be free and clear of all rights of the Security Trustee and shall no longer be deemed a Part under this Agreement.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerSublessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly will replace (or cause to be replaced) replaced all Parts, including any such Parts which may removed from time to time be incorporated or installed in or attached to the Aircraft, 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 PARAGRAPHS (b) or (c) of this SECTION 8. In addition, Owner may, at its own cost and expense, or Sublessee may, and may permit a Permitted Lessee at its own cost and expense Sub-sublessee (or any maintenance provider for the Aircraft) to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, or as may be required or, in Sublessee's reasonable opinion, advisable, in contemplation of the return of the Aircraft to Sublessor in accordance with this Sublease, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, PROVIDED that OwnerSublessee will, except as otherwise provided herein, at its own cost and expense, willreplace, or will cause a Permitted Lessee at its own cost and expense toto be replaced, replace such Parts as promptly as practicable. All replacement parts (other than replacement parts temporarily installed on the Airframe or Engine as provided in SECTION 8(b) hereof) shall be free and clear of all Liens (except Permitted Liens), except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good an operating condition condition, and shall have a value and utility not less than the value and utility of at least equal to, the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof (but without taking into consideration hours and cycles remaining until overhaul) and will not, when installed, cause the useful life of the Airframe or any Engines to be diminished. All Parts at any time removed from the Airframe or any Engine shall remain the property of Head Lessor, no matter where located, until such time as such Parts shall be replaced by parts which meet the requirements for replacement parts specified above. Upon any replacement part becoming incorporated or installed in or attached to the Airframe or any Engine, without further act (subject only to Permitted Liens and any arrangement permitted by SECTION 8(b) hereof), (i) such replacement part shall become the property of Head Lessor and shall become subject to the Head Lease, the Trust Indenture and this Sublease and be deemed a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine and (ii) the replaced Part shall no longer be the property of Head Lessor Sublease Agreement (MSN 30808) and shall no longer be deemed a Part hereunder), or under the Head Lease and title to such replaced Part shall vest in Sublessee as provided in this Sublease.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).. TRUST INDENTURE 22-1 (A and B) 32

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, The Company at its own cost and expense, willexpense shall, or will shall cause a Permitted Lessee to, at its own cost and expenseexpense to, promptly replace (or cause to be replaced) all Parts which that may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and which that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner maythe Company, at its own cost and expense, may, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use; provided, however, provided that Ownerthe Company, except as otherwise provided hereinin Section 7.04(c), at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition condition. Except as otherwise provided in Section 7.04(c), all Parts at any time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until such time as such Parts shall be replaced by parts that have been incorporated or installed in or attached to the Airframe or such Engine and have a value 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 (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and utility not less than the value and utility clear of all rights of the Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts replaced (assuming originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of the Company from time to time, the Loan Trustee shall execute and deliver to the Company instruments reasonably requested by the Company confirming the release of any such replaced Parts were Part from the Lien of this Indenture. [Notwithstanding the foregoing, from time to time, the Company or any Permitted Lessee may temporarily install on the Airframe for a period of up to 180 days, in lieu of an 60 Indenture and Security Agreement (American Airlines 2021-1 EETC) [Reg. No.] auxiliary power unit or landing gear that has been removed and delivered to an organization for maintenance, service, repair, overhaul or testing (which removed auxiliary power unit or landing gear, as the condition required hereundercase may be, shall remain subject to the Lien of this Indenture no matter where located)., an auxiliary power unit or landing gear, as the case may be, supplied to the Company or such Permitted Lessee by such organization, which need not satisfy the requirements for a replacement Part specified above, and neither the Loan Trustee nor the Noteholders will acquire or claim, as against such supplying organization, any right, title or interest in such supplied auxiliary power unit or landing gear, as the case may be, as the result of their installation on the Airframe.]19

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may that are from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and which may from time to time that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered unfit for use for any reason whatsoever. In addition, Owner mayOwner, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul overhaul, or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered unfit for use; provided, however, that Ownerthat, except as otherwise provided herein, at its own cost and expense, will, Owner will replace or will cause a Permitted Lessee at its own cost and expense to, replace the replacement of such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section (S) 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) ), and shall be in good operating condition and (except in the case of replacement propertY installed on the basis of operational exigencies) have a value value, remaining useful life, and utility not less than the value value, remaining useful life, and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerBorrower, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the any Aircraft, 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, Owner the Borrower may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Ownerthe Borrower, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable; provided further that (1) landing gear and Engine Parts (excluding line-replaceable units and quick engine change Parts) shall be OEM Parts and (2) the maximum value of other OEM Parts replaced with non-OEM Parts with respect to an Aircraft shall not exceed $500,000 at any time during the term of the applicable Relevant Loan for such Aircraft. All replacement parts Parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c3.3(i) below (and except in the case of replacement property temporarily installed on an emergency basis) ), and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunderunder this Agreement). Except as otherwise provided herein, all Parts at any time removed from any Aircraft, Airframe or Engine shall remain subject to the Lien of this Agreement, 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 such Aircraft, Airframe or Engine and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to such Aircraft, Airframe or Engine as above provided, without further act, (i) such replacement part shall become subject to the Lien of this Agreement and be deemed part of such Aircraft, Airframe or Engine for all purposes hereof and of the Operative Agreements to the same extent as the Parts originally incorporated or installed in or attached to such Aircraft, Airframe or Engine and (ii) the replaced Part shall thereupon be free and clear of all rights of the Security Trustee and shall no longer be deemed a Part under this Agreement.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, willwill promptly replace, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) , all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may at its own cost and expense remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, howeverprovided that Lessee (or, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause if a Permitted Lessee Sublease is in effect, a Permitted Sublessee) shall replace at its own cost and expense to, replace such Parts as promptly as practicablepossible. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by paragraph (c) of this Section 4.04(c) below (and except Permitted Liens), be in at least the case of replacement property temporarily installed on an emergency basis) equivalent or better modification status and service bulletin accomplishment status, be fully interchangeable as to form, fit and function and shall be in as good operating condition as, and have a value value, remaining useful life and utility not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts parts were in the condition and repair in which they were required to be maintained by the terms hereof). All Parts which are at any time removed from the Aircraft shall remain the property of Lessor (provided that, so long as the Foreign Lease Agreement is in effect, title to such Parts shall remain with the Foreign Lessor), subject to the Lien of the Indenture if it has not been discharged, and subject to this Lease 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 Aircraft and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Aircraft as above provided, or as provided in Section 9(c), without further act, (i) title to the removed Part shall thereupon vest in Lessee free and clear of all rights of Lessor, Indenture Trustee, Owner Participant and Note Holders and shall no longer be deemed a Part hereunder)., (ii) title to such replacement Part shall thereupon vest in Lessor (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) and become subject to the Lien of the Indenture if it has not been discharged, and (iii) such

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or are installed in or attached to the Aircraft, Airframe or any Engine and Aircraft 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 whatsoeverwhatsoever except as provided in SECTION 11.6. In addition, Owner Lessee may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, at its own cost and expense, remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, PROVIDED that OwnerLessee, except as otherwise provided hereinin SECTION 11.6 shall, at its own cost and expense, will, repair and reinstall or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicablepossible. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and interchange and pooling arrangements to the extent permitted by Section 4.04(c) below (SECTIONS 10.1 AND 11.2); shall comply with the safety, general operating and except in flight regulations of the case FAA and other Governmental Bodies having jurisdiction over the Lessee, the Aircraft or any component of replacement property temporarily installed on an emergency basis) the Aircraft; and shall be in as good operating condition as, and shall have a value value, utility and utility not less than the value and utility of remaining useful life at least equal to, the Parts replaced (assuming based upon the assumption that such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Lessee shall maintain all required safety equipment and instruments on the Aircraft and its component parts. All Parts at any time removed from the Airframe or any Engine or Propeller shall remain the property of Lessor no matter where located, until such time as such Parts are replaced by Parts that have been incorporated or installed in or attached to the Airframe or any Engine or Propeller and that meet the requirements for replacement Parts specified above. Immediately upon any replacement Parts becoming incorporated or installed in or attached to the Airframe or any Engine or Propeller as above provided, without further act, (i) title to the replaced Part shall thereupon vest in Lessee, free and clear of the rights of Lessor, and shall no longer be deemed a Part hereunder, (ii) title to such replacement Part shall thereupon vest in Lessor (subject only to Permitted Liens and interchange and pooling arrangements to the extent permitted by SECTIONS 10.1 AND 11.2), and (iii) such replacement Part shall become subject to this Lease and be deemed a part of the Airframe or any Engine or Propeller for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or any Engine or Propeller.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 Section 4.02(c). In addition, the Owner (or any Permitted Lessee) may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provideduse for, however, provided that Ownerthe Owner (or any Permitted Lessee), except as otherwise provided hereinin paragraph (c) of this Section 4.02, will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be owned by Owner free and clear of all Liens (except Permitted Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c4.02(b) below (hereof and except in the case of replacement property Parts temporarily installed on an emergency basis) and shall be in as good operating condition as, and shall have a value and utility not less than the value and utility of substantially equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as provided in Section 4.02(c), all Parts at any time removed from the Airframe or any Engine shall remain subject to the Lien of this Agreement, no matter where located, until such time as such Parts shall be replaced by Parts 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, without further act (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), (i) such replacement Part shall become subject to the Lien of this Agreement and be deemed a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine and (ii) the replaced Part shall be free and clear of all rights of the Indenture Trustee and shall no longer be deemed a Part hereunder). Upon request of Owner, the Indenture Trustee shall execute and deliver to Owner such documents as may be reasonably required to evidence the release of any replaced Part from the Lien of this Indenture.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or The Grantor will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 if the Airframe, an Engine or a Propeller to which a Part relates has suffered an Event of Loss. In addition, Owner the Grantor may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that Owner, except as otherwise provided hereinthe Grantor will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All Except as otherwise provided in Section 3.3(e), all Parts at any time removed from any Airframe, Engine or Propeller shall remain the property of the Grantor subject to the Lien of this Aircraft Mortgage, no matter where located, until such time as such Parts shall be replaced by parts which meet the requirements for replacement parts specified above. Upon any replacement part becoming incorporated or installed in or attached to an Airframe, Engine or Propeller, without further act (i) such replacement part shall become subject to the Lien of this Aircraft Mortgage and be deemed a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to such Airframe, such Engine or such Propeller and (ii) the replaced Part shall be free and clear of all Liensrights of the Secured Party, except for Permitted Liens and pooling arrangements shall no longer be subject to the extent permitted by Lien of this Aircraft Mortgage or deemed a Part hereunder. Notwithstanding anything in this Section 4.04(c3.3(d) below (and except in to the case contrary, the Grantor shall not be required to replace any Parts of replacement property temporarily installed on an emergency basis) and Airframe, Engine or Propeller that is, or shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder)hereafter become, Non-operational Equipment.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 Section 8.4. In addition, Owner Lessee may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that OwnerLessee, except as otherwise provided hereinin Section 8.4, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicablepossible. All replacement parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (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 not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. All Parts at any time removed from the Aircraft, Airframe or any Engine shall remain the property of Lessor, no matter where located, until such time as such Parts shall be replaced by parts which have been incorporated in the Aircraft, Airframe or such Engine and which meet the requirements for replacement parts specified above. Immediately upon any replacement part becoming incorporated in the Aircraft, Airframe or such Engine as above provided, without further act, (i) unless the replacement property is temporarily installed on an emergency basis, title to the replaced Part shall thereupon vest in Lessee free and clear of all rights of Lessor, and the replaced Part shall no longer be deemed a Part hereunder)., (ii) title to such replacement part shall thereupon vest in Lessor (subject only to Permitted Liens and except in the case of replacement property

Replacement of Parts. Except as otherwise provided herein, so long as the an Airframe or Engine is subject to the Lien of this IndentureMortgage, Ownerthe Borrower, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, such 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, Owner the Borrower may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Ownerthe Borrower, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall be free and Mortgage and Security Agreement clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c3.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good an operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, The Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 Sections 4.04(c) and 4.04(d). In addition, the Owner may, at its own cost and expense, or and may permit a Permitted Lessee Lessee, at its own cost and expense expense, (or any maintenance provider for the Aircraft) to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that the Owner, except as otherwise provided herein, will, at its own cost and expense, willreplace, or will cause a Permitted Lessee at its own cost and expense toto be replaced, replace such Parts as promptly as practicable. All replacement parts (other than replacement parts temporarily installed as provided in Section 4.04(c) hereof) shall be free and clear of all Liens (except Permitted Liens), except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good an operating condition as, and shall have a value and utility not less than the value and utility of substantially equal to, the Parts replaced (replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof (but without taking into consideration hours and cycles remaining until overhaul). Except as provided in Section 4.04(d), all Parts at any time removed from the Airframe or any Engine shall remain subject to the Lien of this Trust Indenture, no matter where located, until such time as such Parts shall be replaced by parts which meet the requirements for replacement parts specified above. Upon any replacement part becoming incorporated or installed in or attached to the Airframe or any Engine, without further act (subject only to Permitted Liens and any arrangement permitted by Section 4.04(c) hereof), (i) such replacement part shall become subject to the Lien of this Trust Indenture and be deemed a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine and (ii) the replaced Part shall no longer be subject to the Lien of this Trust Indenture and shall no longer be deemed a Part hereunder). Upon request of Owner, the Mortgagee shall, at Owner’s expense, execute and deliver to Owner such documents as may be reasonably required to evidence the release of any replaced Part from the Lien of this Trust Indenture.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, will, or will cause a Permitted Lessee Sublessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner Lessee may, at its own cost and expense, or may permit a Permitted Lessee Sublessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; providedPROVIDED, howeverHOWEVER, that OwnerLessee, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee Sublessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) C below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required under this Lease). Except as otherwise provided herein, all Parts at any time removed from the Aircraft, Airframe or any Engine shall remain the property of Lessor, 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 Aircraft, Airframe or such 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 Aircraft, Airframe or such Engine as above provided, without further act, (i) title to the replaced Part shall thereupon vest in Lessee (or if a Permitted Sublease is then in effect, in the Permitted Sublessee, as the case may be) free and clear of all Lessor Liens and all rights of Lessor, and the replaced Part shall no longer be deemed a Part hereunder), (ii) title to such replacement Part shall thereupon vest in Lessor and subject only to Permitted Liens and pooling arrangements to the extent permitted by Section C below and except in the case of replacement property temporarily installed on an emergency basis, and (iii) such replacement Part shall become subject to this Lease and the Security Agreement and be deemed part of the Aircraft, Airframe or such Engine for all purposes hereof and thereof to the same extent as the Parts originally incorporated or installed in or attached to such Aircraft, Airframe or Engine.

Replacement of Parts. Except as otherwise provided herein, so long as the an Airframe or Engine is subject to the Lien of this IndentureMortgage, Ownerthe Borrower, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, such 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, Owner the Borrower may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Ownerthe Borrower, except as otherwise provided Mortgage and Security Agreement herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c3.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good an operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 (d) of this Section 4.04 or if the Airframe or Engine to which a Part relates has suffered an Event of Loss. In addition, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).TRUST INDENTURE 2013-1

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 subsection (c) or if the Airframe or any Engine to which a Part relates has suffered an Event of Loss. In addition, Owner Lessee may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) removed in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that OwnerLessee, except as otherwise provided hereinin subsection (c), will, at its own cost and expense, will, replace or will cause a Permitted Lessee at its own cost and expense to, replace to be replaced such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basisLiens) and shall be in as good operating condition as, and shall have a value and utility not less than the value and utility of at least equal to, the Parts replaced (replaced, assuming such replaced Parts were in the condition and state of repair required by the terms hereof. Title to all Parts at any time removed from the Airframe or any Engine shall remain vested in Lessor, 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, (i) title to the replaced Part shall thereupon vest in Lessee, free and clear of all right, title and interest of Lessor and of Lessor’s Liens and Liens of the type described in Section 6(h), and shall no longer be deemed a Part hereunder), (ii) title to such replacement part shall thereupon vest in Lessor free and clear of all Liens (except Permitted Liens) and (iii) such replacement part shall become subject to this Lease and be deemed part of the Airframe or such Engine, and a Part, for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Trust Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or are installed in or attached to the Aircraft, Airframe or any Engine and Aircraft 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 whatsoeverwhatsoever except as provided in SECTION 11.6. In addition, Owner Lessee may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, at its own cost and expense, remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, PROVIDED that OwnerLessee, except as otherwise provided hereinin SECTION 11.6 shall, at its own cost and expense, will, repair and reinstall or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicablepossible. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and interchange and pooling arrangements to the extent permitted by Section 4.04(c) below (SECTIONS 10.1 AND 11.2); shall comply with the safety, general operating and except in flight regulations of the case FAA and other Governmental Bodies having jurisdiction over the Lessee, the Aircraft or any component of replacement property temporarily installed on an emergency basis) the Aircraft; and shall be in as good operating condition as, and shall have a value value, utility and utility not less than the value and utility of remaining useful life at least equal to, the Parts replaced (assuming based upon the assumption that such replaced Parts were in the condition and repair required to be maintained by the terms hereof Lessee shall maintain all required safety equipment and instruments on the Aircraft and its component parts. All Parts at any time removed from the Airframe or any Engine or Propeller shall remain the property of Lessor no matter where located, until such time as such Parts are replaced by Parts that have been incorporated or installed in or attached to the Airframe or any Engine or Propeller and that meet the requirements for replacement Parts specified above. Immediately upon any replacement Parts becoming incorporated or installed in or attached to the Airframe or any Engine or Propeller as above provided, without further act, (i) title to the replaced Part shall thereupon vest in Lessee, free and clear of the rights of Lessor, and shall no longer be deemed a Part hereunder, (ii) title to such replacement Part shall thereupon vest in Lessor (subject only to Permitted Liens and interchange and pooling arrangements to the extent permitted by SECTIONS 10.1 AND 11.2), and (iii) such replacement Part shall become subject to this Lease and be deemed a part of the Airframe or any Engine or Propeller for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or any Engine or Propeller.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, willwill promptly replace, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) , all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may at its own cost and expense remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, howeverprovided that Lessee (or, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause if a Permitted Lessee Sublease is in effect, a Permitted Sublessee) shall replace at its own cost and expense to, replace such Parts as promptly as practicablepossible. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by paragraph (c) of this Section 4.04(c) below (and except Permitted Liens), be in at least the case of replacement property temporarily installed on an emergency basis) equivalent or better modification status and service bulletin accomplishment status, be fully interchangeable as to form, fit and function and shall be in as good operating condition as, and have a value value, remaining useful life and utility not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts parts were in the condition and repair in which they were required hereunderto be maintained by the terms hereof).. All Parts which are at any time removed from the Aircraft shall remain the property of Lessor, subject to the Lien of the Indenture if it has not been discharged, and subject to this Lease 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 Aircraft and which meet the requirements for replacement

Replacement of Parts. Except as otherwise provided herein, so long as the an Airframe or Engine is subject to the Lien of this IndentureMortgage, Ownerthe Grantor, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, such 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, Owner the Grantor may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Ownerthe Grantor, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c3.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good an operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which that may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and which that may from time to time be defective and not economically repairable, become time-expired or due for replacement or worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. . a. In addition, Owner Lessee may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing for which the Lessee is responsible pursuant to this Agreement, any PartsPart, whether or not time-expired, due for replacement, worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Owner, except as otherwise provided hereinLessee will, at its own cost and expense, will, replace (or will cause a Permitted Lessee at its own cost and expense to, replace to be replaced) such Parts Part as promptly as practicable. All . b. Each replacement parts Part shall be free and clear of all Liens, Liens except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in at least as good operating condition as, and shall have a value value, utility and utility not less than performance characteristics at least equal to, or, if applicable, comparable to, the value and utility of the Parts Part replaced (assuming such replaced Parts were Part was in the condition and repair required hereunderto be maintained by the terms hereof). c. Each Part at any time removed from the Airframe or each Part removed from any Engine shall remain the property of Owner and subject to the Head Lease, no matter where located, until such time as such Part shall be replaced by a Part that has been incorporated or installed in or attached to the Airframe or, as the case may be, an Engine and that meets the requirements for a replacement Part specified above. d. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or, as the case may be, an Engine as above provided and title thereto being vested in Owner free and clear of all Liens except Permitted Liens and such replacement Part becoming or being deemed to be subject to the Head Lease, then, without further act (i) title to the replaced Part shall, upon becoming vested in Lessor pursuant to the Head Lease, thereupon vest in Lessee free and clear of all rights of Lessor, Owner and the Secured Parties and shall no longer be deemed a Part hereunder and (ii) such replacement Part shall become subject to the Head Lease and this Agreement and be deemed part of the Airframe or, as the case may be, such Engine for all purposes hereof to the same extent as the Part originally incorporated or installed in or attached to the Airframe or, as the case may be, an Engine.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expenseexpense (except as otherwise expressly provided herein), will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts which that may from time to time be incorporated or installed in or attached to the Aircraft, Airframe Aircraft 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, except as otherwise provided in SECTION 6(E). In addition, Owner Lessee may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that OwnerLessee, except as otherwise provided hereinin SECTION 6(E), will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicablepossible. All replacement parts Parts shall (i) be free and clear of all Liens (except Permitted Liens, as hereinafter defined, and except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(cSECTION 6(D)), (ii) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in airworthy and good operating condition and of at least equivalent model and modification status and have a value and utility not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required hereunderto be maintained by the terms hereof) and (iii) if applicable, have a current "serviceable tag" of the manufacturer or maintenance facility providing such items to Lessee, indicating that such Parts are new, serviceable or overhauled. All Parts at any time removed from the Aircraft or any Engine shall remain subject to this Lease, no matter where located, until such time as such Parts shall be replaced by Parts that have been incorporated or installed in or attached to the Aircraft or such Engine and that meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Aircraft or any Engine as above provided, without further act, (i) title to the replaced Part shall thereupon vest in Lessee, free and clear of Lessor's Liens and all rights of Lessor, and shall no longer be deemed a Part hereunder provided, however, that in the case of any Part that is replaced by a replacement Part subject to a pooling arrangement, title to such replaced Part shall not vest in Lessee until Lessee has complied with the provisions of SECTION 6(D), (ii) title to such replacement Part shall vest in Lessor and such replacement Part shall thereupon become subject to this Lease (subject only to a pooling arrangement to the extent permitted by SECTION 6(D)) and (iii) such replacement Part shall be deemed part of the Aircraft or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft or such Engine. (i) there is not available to Lessee at the time and in the place that an engine or part is required to be installed on the Aircraft, a Replacement Engine or, as the case may be, Part complying with the requirements of SECTION 6(C); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Lessee to ground the Aircraft until an Engine or Part, as the case may be, complying with SECTION 6(C) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the date of the next major maintenance check (except as such time may be extended pursuant to SECTION 8(B)), Lessee removes any such engine or part and replaces it with an Engine or Part, as the case may be, complying with SECTION 6(C).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, willwill promptly replace, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) , all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may at its own cost and expense remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, howeverprovided that Lessee (or, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause if a Permitted Lessee Sublease is in effect, a Permitted Sublessee) shall replace at its own cost and expense to, replace such Parts as promptly as practicablepossible. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by paragraph (c) of this Section 4.04(c) below (and except Permitted Liens), be in at least the case of replacement property temporarily installed on an emergency basis) equivalent or better modification status and service bulletin accomplishment status, be fully interchangeable as to form, fit and function and shall be in as good operating condition as, and have a value value, remaining useful life and utility not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts parts were in the condition and repair in which they were required hereunderto be maintained by the terms hereof).. All Parts which are at any time removed from the Aircraft shall remain the property of Lessor, subject to the Lien of the Indenture if it has not been discharged, and subject to this Lease 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 Aircraft and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Aircraft as above provided, or as provided in Sectxxx

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 subsection (c) or if the Airframe or any Engine to which a Part relates has suffered an Event of Loss. In addition, Owner Lessee may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) removed in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not LA 1 – Lease Agreement worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that OwnerLessee, except as otherwise provided hereinin subsection (c), will, at its own cost and expense, will, replace or will cause a Permitted Lessee at its own cost and expense to, replace to be replaced such Parts as promptly as practicable. All replacement parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basisLiens) and shall be in as good operating condition as, and shall have a value and utility not less than the value and utility of at least equal to, the Parts replaced (replaced, assuming such replaced Parts were in the condition and state of repair required by the terms hereof. Title to all Parts at any time removed from the Airframe or any Engine shall remain vested in Lessor, 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, (i) title to the replaced Part shall thereupon vest in Lessee, free and clear of all right, title and interest of Lessor and of Lessor’s Liens and Liens of the type described in Section 6(h), and shall no longer be deemed a Part hereunder), (ii) title to such replacement part shall thereupon vest in Lessor free and clear of all Liens (except Permitted Liens) and (iii) such replacement part shall become subject to this Lease and be deemed part of the Airframe or such Engine, and a Part, for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, OwnerLessee, at its own cost and expense, willwill promptly replace, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) , all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may at its own cost and expense remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, howeverprovided that Lessee (or, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause if a Permitted Lessee Sublease is in effect, a Permitted Sublessee) shall replace at its own cost and expense to, replace such Parts as promptly as practicablepossible. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by paragraph (c) of this Section 4.04(c) below (and except Permitted Liens), be in at least the case of replacement property temporarily installed on an emergency basis) equivalent or better modification status and service bulletin accomplishment status, be fully interchangeable as to form, fit and function and shall be in as good operating condition as, and have a value value, remaining useful life and utility not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts parts were in the condition and repair in which they were required to be maintained by the terms hereof). All Parts which are at any time removed from the Aircraft shall remain the property of Lessor (provided that, - 49 - 51 so long as the Foreign Lease Agreement is in effect, title to such Parts shall remain with Foreign Lessor), subject to the Lien of the Indenture if it has not been discharged, and subject to this Lease 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 Aircraft and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Aircraft as above provided, or as provided in Section 9(c), without further act, (i) title to the removed Part shall thereupon vest in Lessee free and clear of all rights of Lessor, Indenture Trustee, Owner Participant and Note Holders and shall no longer be deemed a Part hereunder), (ii) title to such replacement Part shall thereupon vest in Lessor (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) and become subject to the Lien of the Indenture if it has not been discharged, and (iii) such replacement Part shall become subject to the Lien of the Indenture (if it has not been discharged) and this Lease and be deemed a Part for all purposes hereof to the same extent as the Part which it has replaced.

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Trust Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced) all Parts 33 2002 EETC - Mortgage (Owned) (10) which may from time to time be incorporated or installed in or attached to the Aircraft, 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, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that Owner, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required hereunder).

Replacement of Parts. Except as otherwise provided herein, so long as the Airframe or Engine is subject to the Lien of this Indenture, The Owner, at its own cost and expense, will, will so long as the Airframe or will cause a Permitted Lessee to, at its own cost and expense, an Engine is subject to the Lien of this Trust Indenture promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 7.03 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, the Owner (or any Lessee) may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, PROVIDED that Ownerthe Owner (or any Lessee), except as otherwise provided hereinin paragraph (c) of this Section 7.03, will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by paragraph (b) of this Section 4.04(c) below (7.03 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 not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in paragraph (c) of this Section 7.03, all Parts at any time removed from the Airframe or any Engine shall remain subject to the Lien of this Trust Indenture, 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 such 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 (subject only to Permitted Liens and any pooling arrangement to the extent permitted by paragraph (b) of this Section 7.03 and except in the case of replacement property temporarily installed on an emergency basis), (i) title to such replacement Part shall be owned by the Owner, (ii) such replacement Part shall become subject to the Lien of this Trust Indenture and be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine, and (iii) the replaced Part shall thereupon be free and clear of all rights of the Indenture Trustee, and shall no longer be subject to the Lien of this Trust Indenture or be deemed a Part hereunder).

Replacement of Parts. Except as otherwise provided hereinThe Company, at its own cost and expense, will so long as the Airframe or an Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, Mortgage promptly replace (or cause to be replaced) replaced all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, 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 Section 3.4(d) hereof or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner the Company (or any Lessee) may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, provided that Ownerthe Company (or such Lessee), except as otherwise provided hereinin Section 3.4(d) hereof, will, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement parts Parts shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c3.4(c) below (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 not less than the value and utility of at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required hereunder)to be maintained by the terms hereof.

Replacement of Parts. Except as otherwise provided hereinin Section 4.03, so long as the Airframe or Engine is subject to the Lien of this Indenture, Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, Borrower -------------------- shall promptly replace (or cause to be replaced) all Parts which may from time to time be are incorporated or installed in or attached to the Aircraft, Airframe or any Engine Item and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered unfit for use for any reason whatsoever. In addition, Owner may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove if Borrower removes (or cause permits to be removed) in the ordinary course of maintenance, service, repair, overhaul overhaul, or testing any PartsPart, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered unfit for use; provided, howeveror subjects any Part to a pooling arrangement described in Section 3.03, that OwnerBorrower shall replace (or cause to be replaced) such Part as promptly as practicable with a replacement Part, except as otherwise provided herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace in Section 4.03. Each such Parts as promptly as practicable. All replacement parts Part shall be free and clear of all Liens, Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 4.04(c) below (3.03), shall have at least the same value and except in utility as the case of replacement property temporarily installed on an emergency basis) replaced Part, and shall be in good operating condition and condition. All Parts at any time removed from any Item as herein provided shall remain subject to this Mortgage, no matter where located, until such time as such Parts are replaced by Parts which have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were been incorporated in the condition required Aircraft and which meet the requirements for replacement Parts (as specified in this section). Immediately upon any replacement Part's becoming incorporated in any Item as provided in this section, without further act, such replacement Part shall become subject to this Mortgage and be deemed a part of such Item for all purposes hereof to the same extent as the Part replaced, and the replaced Part shall no longer be subject to this Mortgage and shall no longer be deemed a Part hereunder).