Common use of Replacement of Parts Clause in Contracts

Replacement of Parts. 12.4.1 LESSEE, at its own cost and expense, will promptly replace all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered unfit or beyond economical repair (BER) for use for any reason. In the ordinary course of maintenance, service, repair, Overhaul or testing, LESSEE may remove any Part provided that LESSEE replaces such Part as promptly as practicable. All replacement Parts will (a) be owned by LESSEE free and clear of all Security Interests (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) be in airworthy condition and of at least equivalent model, service bulletin and modification status and have a value and utility 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 and (c) meet the requirements of Articles 12.3.7 or 12.3.8, as applicable. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will remain the property of LESSOR and subject to this Lease no matter where located, until such time as such Parts have been replaced by Parts (which have been incorporated or installed in or attached to the Aircraft) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft as above provided, (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (c) such replacement Part will become subject to this Lease and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of Engines.

Replacement of Parts. 12.4.1 LESSEELessee, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason whatsoever, except as otherwise provided in paragraph (c) of this Section 8 or if the Engine has suffered an Event of Loss. In addition, Lessee may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that LESSEE replaces Lessee, except as otherwise provided in paragraph (c) of this Section 8, will, at its own cost and expense, promptly replace such Part as promptly as practicableParts. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests Liens (except for Permitted Liens) of any kind or description (or, if not owned Liens and pooling arrangements to the extent permitted by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), paragraph (b) of this Section 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 airworthy as good operating condition as, and of at least equivalent model, service bulletin and modification status and shall have a maintenance status, modification status, value and utility at least equal to to, the Parts replaced, replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and hereof. Except as otherwise provided in paragraph (c) meet the requirements of Articles 12.3.7 or 12.3.8this Section 8, as applicable. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for all Parts at any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will Engine shall remain the property of LESSOR and subject to this Lease the Owner, no matter where located, until such time as such Parts have been shall be replaced by Parts (which have been incorporated or installed in or attached to the Aircraft) 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 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 Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft as above provided, (a) title to the removed Part will shall thereupon vest in LESSEE, free and clear of all rights of LESSORthe Owner, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (cii) such replacement Part will shall become subject to the Headlease (if any) and this Lease and be deemed to be a Part hereunder part of the Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal Engine, and (iii) title to the replaced Part shall thereupon vest in Lessee free and clear of Enginesall rights of the Owner, and shall no longer be deemed a Part hereunder.

Replacement of Parts. 12.4.1 LESSEEThe Company, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reason. In the ordinary course reason whatsoever, except as otherwise provided in this Section 2.03(A) or Section 2.03(D) of maintenance, service, repair, Overhaul or testing, LESSEE may remove any Part provided that LESSEE replaces such Part as promptly as practicablethis Security Agreement. All replacement Parts will parts (aother than replacement parts temporarily installed as provided in Section 2.03(B) of this Security Agreement shall be owned by LESSEE free and clear of all Security Interests Liens (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) and shall be in airworthy condition as good an operating condition, and of at least equivalent model, service bulletin and modification status and shall have a value and utility at least substantially equal to or greater than, the Parts replaced, replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and (c) meet the requirements of Articles 12.3.7 or 12.3.8, as applicablethis Security Agreement. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts at any time removed from the Aircraft will Airframe or any Engine shall remain the property of LESSOR and subject to this Lease the Company, no matter where located, until such time as such Parts have been shall be replaced by parts which meet the requirements for replacement Parts (which have been specified above. Upon any replacement part becoming incorporated or installed in or attached to the Aircraft) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situsAirframe or any Engine, it is the intent of LESSOR and LESSEE that without further act (subject only to Permitted Liens and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft as above providedarrangement permitted by Section 2.03(B) of this Security Agreement), (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (ci) such replacement Part will part shall become the property of the Company and shall become subject to the Lien of this Lease Security Agreement and be deemed to be a Part hereunder for all purposes of this Security Agreement to the same extent as the Parts originally incorporated or installed in or attached to the AircraftAirframe or such Engine and (ii) the replaced Part shall no longer be deemed a Part under this Security Agreement. 12.5 Removal Upon written request and at the Company's expense, the Agent shall execute and deliver to the Company such releases as the Company may reasonably request to effectuate the release contemplated in clause (ii) of Enginesthe previous sentence. -12- 138 The Company may remove Parts which the Company determines in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or any Engine (each, an "Obsolete Part"), provided that (i) such removal is being applied by the Company on a fleet-wide basis and does not discriminate against the Aircraft to the extent applicable having regard to the fleet and equipment type and the age of the Aircraft and (ii) removal of any such Obsolete Parts shall not diminish the value, utility or remaining useful life of the Airframe or such Engine, or materially impair the condition or impair the airworthiness thereof, below the value, utility, condition, airworthiness or remaining useful life thereof immediately prior to such removal assuming the Airframe or such Engine was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this Security Agreement.

Replacement of Parts. 12.4.1 LESSEELessee, at its own cost and expenseexpense (but subject to Article 5(d)), will promptly replace all Parts which may from time to time become worn outunserviceable, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason whatsoever. In addition, in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE Lessee may at its own cost and expense remove any Part Parts, whether or not unserviceable, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that LESSEE replaces Lessee shall replace such Part Parts as promptly as practicablepracticable and in any event prior to the expiration or earlier termination of the Term. All replacement Parts will (a) parts shall be owned by LESSEE free and clear of all Security Interests (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title Liens and clearance of all Security Interests), (b) shall be in airworthy as good operating condition as, and of at least equivalent modelshall have a value, service bulletin and utility, modification status and have a value and utility useful life at least equal to to, the Parts replaced, assuming such replaced Parts were in the condition and repair and had the value, utility, modification status and useful life required to be maintained by the terms hereof hereof. Additionally, all replacement parts shall have a current valid "serviceable tag" of the manufacturer or maintenance repair facility providing such parts to Lessee, identifying the manufacturer, vendor, part number, make, model and (c) meet the requirements of Articles 12.3.7 or 12.3.8serial number, as applicablewell as the accumulated hours or cycles and whether such parts are new, serviceable or overhauled. So long as a substitution meets No replacement part shall have less hours and cycles remaining thereon until refurbishment or replacement than the requirements of the Maintenance Program and Aviation Authority, LESSEE Part to be replaced. Lessee may substitute for temporarily replace any Part that has become unserviceable, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use with a part that does not meet the requirements of the foregoing sentence this paragraph if a complying Part part cannot be procured or installed obtained within the available ground time of the Aircraft and as soon as practicable Aircraft, provided the noncomplying original Part is re-installed or the non-complying part is removed and replaced by a complying Partpart as soon as practicable and in any event prior to the expiration or earlier termination of the Term. Any replacement Parts will also comply with Except as provided in the requirements set forth in Article 12.2.2. 12.4.2 preceding sentence, Lessee shall ensure that no part that is a life-limited part shall be installed on the Airframe or any Engine after the Delivery Date unless such part is new or Lessee has complete back-to-birth records acceptable to the Aeronautics Authority. All Parts at any time removed from the Aircraft will Aircraft, Airframe or any Engine shall remain the property of LESSOR and subject to this Lease Lessor, no matter where located, until such time as such Parts have been shall be replaced by Parts (parts which have been paid for by Lessee and incorporated or installed in or attached to the Aircraft) which meet , Airframe or such Engine in compliance with the requirements for replacement Parts parts specified herein. Immediately upon any replacement part paid for by Lessee becoming incorporated or installed in or attached to the Aircraft, Airframe or an Engine as above and provided, without further act: (i) title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft as above provided, (a) title to the removed Part will part shall thereupon vest in LESSEE, free and clear of all rights of LESSORLessor, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (cii) such replacement Part will part shall become subject to this Lease and be deemed to be a Part hereunder part of the Aircraft, Airframe or such Engine, as the case may be, for all purposes hereof to the same extent as the Parts Part originally incorporated or installed in or attached to the Aircraft, Airframe or such Engine, and (iii) title to the removed Part shall thereupon vest in Lessee, free and clear of all rights of Lessor, and shall no longer be deemed a Part hereunder. 12.5 Removal If any replacement Part is paid for by Lessor pursuant to Article 5(d), such replacement Part and the Part replaced thereby shall be and remain the property of EnginesLessor. Lessee will assist Lessor in all reasonable respects to preserve, store, overhaul or dispose of such replaced Parts, all as may be reasonably directed by Lessor.

Replacement of Parts. 12.4.1 LESSEEExcept as otherwise provided herein, at its own cost and expense, Lessee will promptly replace (or cause to be replaced) all Parts which may that are from time to time incorporated or installed in or attached to the Aircraft, and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason whatsoever. In addition, Lessee may remove (or permit to be removed) any Parts in the ordinary course of maintenance, service, repair, Overhaul overhaul, or testing, LESSEE may remove any Part whether or not such Parts are worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair, or permanently rendered unfit for use; PROVIDED, that, except as otherwise provided that LESSEE replaces herein, Lessee will replace or cause the replacement of such Part Parts as promptly as practicable. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests Liens, except for Permitted Liens and pooling arrangements to the extent permitted by ss. C below and shall be in good operating condition and (except Permitted Liensin the case of replacement property installed on the basis of operational exigencies) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) be in airworthy condition and of at least equivalent model, service bulletin and modification status and have a value and utility at least equal to not less than the value and utility of the Parts replaced, replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and (c) meet the requirements of Articles 12.3.7 or 12.3.8under this Lease). Except as otherwise provided herein, as applicable. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for all Parts at any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will shall remain the property of LESSOR and subject to this Lease Lessor, no matter where located, until such time as such Parts have been they are replaced by Parts (which that have been incorporated or installed in or attached to the Aircraft) which Aircraft and that meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately upon any As soon as a replacement Part becoming incorporated, is incorporated or installed in or attached to the Aircraft as above provided, without further act, (a1) title to the removed replaced Part will thereupon shall vest in LESSEELessee (or if a Permitted Sublease is then in effect, in the Permitted Sublessee) free and clear of all Lessor Liens and all rights of LESSORLessor, and the replaced Part shall no longer be deemed a Part hereunder, (b2) title to the such replacement Part will thereupon shall vest in LESSOR free Lessor, subject only to Permitted Liens and clear pooling arrangements to the extent permitted by ss. C below and except in the case of all rights of LESSEE replacement property temporarily installed on an emergency basis, and (c3) such replacement Part will shall become subject to this Lease and be deemed to be a Part hereunder 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 such Aircraft. 12.5 Removal of Engines.

Replacement of Parts. 12.4.1 12.17.1 LESSEE, at its own cost and expense, will promptly replace all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered unfit or beyond economical repair (BER) for use for any reason. In the ordinary course of maintenance, service, repair, Overhaul or testing, LESSEE may remove any Part provided that LESSEE replaces such Part as promptly as practicable. All replacement Parts will (a) be owned by LESSEE free and clear of all Security Interests (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) be in airworthy condition and of at least equivalent model, service bulletin and modification status and have a value and utility 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 and (c) meet the requirements of Articles 12.3.7 or 12.3.8, as applicable. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable having due regard to LESSEE’s operations, the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will remain the property of LESSOR and subject to this Lease 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 Aircraft) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft as above provided, (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (c) such replacement Part will become subject to this Lease and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of Engines.

Replacement of Parts. 12.4.1 LESSEE11.4.1 Lessee, at its own cost and expense, will promptly replace all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered unfit or beyond economical repair (BER) for use for any reason. In the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE Lessee may remove any Part provided that LESSEE Lessee replaces such Part as promptly as practicable. All replacement Parts will (a) be owned by LESSEE Lessee free and clear of all Security Interests (except Permitted Liens) of any kind or description (or, if not owned by LESSEELessee, LESSEE Lessee guarantees to LESSOR Lessor such title and clearance of all Security Interests), (b) be in airworthy condition and of at least equivalent model, service bulletin and modification status and have a value and utility 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 and (c) meet the requirements of Articles 12.3.7 have a current “serviceable tag” (FAA 8130-3 or 12.3.8, as applicable. So long as a substitution meets the requirements equivalent) of the Maintenance Program and Aviation Authoritymanufacturer or maintenance facility providing such items to Lessee, LESSEE may substitute for any Part a part indicating that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured such Parts are new, serviceable or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2Overhauled. 12.4.2 11.4.2 All Parts removed from the Aircraft Airframe, any Engine or the APU will remain the property of LESSOR Lessor and subject to this Lease 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 AircraftAirframe, such Engine or the APU) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR Lessor under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situs, situs it is the intent of LESSOR Lessor and LESSEE Lessee that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft Airframe, an Engine or the APU as above provided, (a) title to the removed Part will thereupon vest in LESSEELessee, free and clear of all rights of LESSORLessor and Lessor’s Liens, (b) title to the replacement Part will thereupon vest in LESSOR Lessor free and clear of all rights of LESSEE Lessee and (c) such replacement Part will become subject to this Lease and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of EnginesAirframe, such Engine or the APU.

Replacement of Parts. 12.4.1 LESSEEExcept after the occurrence of an Event of Loss, at its own cost and expense, Lessee will promptly repair or replace all Parts any necessary or useful Part which may from time to time fail to function in accordance with its intended use, or become worn out, destroyed, damaged beyond repair, lost, stolen, destroyed, seizedcondemned, confiscated, damaged beyond repair stolen or rendered unfit or beyond economical repair (BER) for use seized for any reasonreason whatsoever. In addition, in the ordinary course of maintenance, service, repair, Overhaul repair or testing, LESSEE Lessee may remove any Part, but Lessee shall cause such Part provided that LESSEE replaces such to be replaced by a replacement Part as promptly as practicable. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests (Liens except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title Liens and clearance of all Security Interests), (b) shall be in airworthy condition and of at least equivalent modelas good operating condition as, service bulletin and modification status and shall have a value and utility at least equal to to, the Parts replaced, assuming such replaced Parts were in at least the condition and repair required to be maintained by the terms hereof and (c) meet the requirements of Articles 12.3.7 or 12.3.8, as applicablehereunder. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for Each Part at any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will Facility shall remain the property of LESSOR and subject to this Lease Lessor, no matter where located, until such time as such Parts have been Part shall be replaced by Parts (a replacement Part which have has been incorporated or installed in or attached to the Aircraft) Facility and which meet meets the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Part becoming incorporatedincorporated in the Facility, installed or attached to the Aircraft as above providedwithout further act, (ai) title to the removed Part will shall thereupon vest in LESSEELessee or such other Person as shall be designated by Lessee, free and clear of all rights of LESSORLessor Parties, (bii) title to the such replacement Part will shall thereupon vest in LESSOR free Lessor and clear of all rights of LESSEE be subject to the Indenture and (ciii) such replacement Part will shall become subject to this Lease and be deemed to be a Part hereunder part of the Facility for all purposes hereof to the same extent as the Parts Part originally incorporated in the Facility. Prior to or installed on the date of installation of any replacement Part with a value in excess of $1,000,000 individually or attached $4,000,000 in the aggregate with other replacement Parts, Lessee will (x) use all reasonable efforts to furnish Lessor with a full warranty xxxx of sale conveying title to such replacement Part to Lessor free and clear of all Liens except Permitted Liens and (y) furnish each Lessor Party with such evidence of Lessor's title to, and the Aircraft. 12.5 Removal of Enginescondition of, such replacement Part as such Lessor Party may request.

Replacement of Parts. 12.4.1 LESSEEExcept as otherwise provided herein, at its own cost and expense, Lessee will promptly replace (or cause to be replaced) all Parts which may that are from time to time incorporated or installed in or attached to the Aircraft, and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason whatsoever. In addition, Lessee may remove (or permit to be removed) any Parts in the ordinary course of maintenance, service, repair, Overhaul overhaul, or testing, LESSEE may remove any Part whether or not such Parts are worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair, or permanently rendered unfit for use; PROVIDED, that, except as otherwise provided that LESSEE replaces herein, Lessee will replace or cause the replacement of such Part Parts as promptly as practicable. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests Liens, except for Permitted Liens and pooling arrangements to the extent permitted by ss. C below and shall be in good operating condition and (except Permitted Liensin thE case of replacement property installed on the basis of operational exigencies) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) be in airworthy condition and of at least equivalent model, service bulletin and modification status and have a value and utility at least equal to not less than the value and utility of the Parts replaced, replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and (c) meet the requirements of Articles 12.3.7 or 12.3.8under this Lease). Except as otherwise provided herein, as applicable. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for all Parts at any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will shall remain the property of LESSOR and subject to this Lease Lessor, no matter where located, until such time as such Parts have been they are replaced by Parts (which that have been incorporated or installed in or attached to the Aircraft) which Aircraft and that meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately upon any As soon as a replacement Part becoming incorporated, is incorporated or installed in or attached to the Aircraft as above provided, without further act, (a1) title to the removed replaced Part will thereupon shall vest in LESSEELessee (or if a Permitted Sublease is then in effect, in the Permitted Sublessee) free and clear of all Lessor Liens and all rights of LESSORLessor, and the replaced Part shall no longer be deemed a Part hereunder, (b2) title to the such replacement Part will thereupon shall vest in LESSOR free Lessor, subject only to Permitted Liens and clear pooling arrangements to the extent permitted by ss. C below and except in the case of all rights of LESSEE replacement property temporarily installed on an emergency basis, and (c3) such replacement Part will shall become subject to this Lease and the Mortgage and be deemed to be a Part hereunder 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 such Aircraft. 12.5 Removal of Engines.

Replacement of Parts. 12.4.1 13.3.1 LESSEE, at its own cost and expense, will promptly replace all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered unfit or beyond economical repair (BER) for use for any reason. In the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part provided that LESSEE replaces such Part as promptly as practicable. All replacement Parts will (a) be owned by LESSEE free and clear of all Security Interests (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests)description, (b) be in airworthy condition approved for return to service and of at least equivalent model, service bulletin and modification status and have a value and utility 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 and (c) meet have a current "serviceable tag" of the requirements of Articles 12.3.7 manufacturer or 12.3.8maintenance facility providing such items to LESSEE, as applicableindicating that such Parts are new, serviceable or Overhauled. So long as a substitution meets the requirements of the Maintenance Program and the Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any With respect to replacement modules in an Engine, (x) the life limited Part that is due to be removed earliest in such replacement module will have no less life remaining than the life limited Part that is due to be removed earliest in the replaced module and (y) the average life remaining for all life limited Parts in the replacement module will also comply with be no less than the requirements set forth average life remaining for the life limited Parts in Article 12.2.2the replaced module. 12.4.2 13.3.2 All Parts removed from the Aircraft Airframe or any Engine will remain the property of LESSOR and subject to this Lease 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 AircraftAirframe or such Engine) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situs, situs it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft Airframe or an Engine as above provided, (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR and LESSOR's Liens, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE (other than LESSEE's rights under this Lease) and (c) such replacement Part will become subject to this Lease and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of EnginesAirframe or such Engine.

Replacement of Parts. 12.4.1 Except as otherwise provided herein, LESSEE, at its own cost and expense, will shall promptly replace all Parts which may may, from time to time, be incorporated or installed in, or attached to, the Aircraft, the Airframe or any Engine and be an accession thereto, and which may, from time to time, become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair confiscated or rendered unfit or beyond economical repair (BER) for use for any reasonunserviceable. In addition, in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part Parts, provided that LESSEE replaces shall replace such Part Parts as promptly as may be practicable. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests (Liens, except Permitted Liens) , shall meet all requirements of any kind or description (orthe Air Authority, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) shall be in airworthy as good operating condition and of at least equivalent modelas, service bulletin and modification status and have a value and utility at least equal to to, the Parts replaced, assuming such replaced Parts were maintained in the condition and repair required pursuant to be maintained by the terms hereof and (c) meet the requirements of Articles 12.3.7 or 12.3.8, as applicablethis Lease. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts owned by LESSOR at any time removed from the Aircraft will shall remain the property of LESSOR and subject to this Lease LESSOR, no matter where located, until such time as such Parts have been shall be replaced by Parts (which have been incorporated or installed in in, or attached to the Aircraft) to, such Aircraft and which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Part Parts becoming incorporated, incorporated or installed in or attached to the Aircraft as above provided, and without further act: (a1) title to the removed Part will thereupon shall vest in LESSEE, free and clear of all rights of LESSOR, LESSOR and LESSOR Liens; (b2) title to the replacement Part will thereupon Parts shall vest in LESSOR LESSOR, free and clear of all rights of LESSEE and third parties, including, but not limited to, LESSEE; and (c3) such replacement Part will Parts shall become subject to this Lease and shall be deemed part of the Aircraft into which such Parts were incorporated or with respect to be a Part hereunder which such Parts were required, for all purposes hereof to the same extent as the Parts originally incorporated or installed in in, or attached or related to the such Aircraft. 12.5 Removal of Engines.

Replacement of Parts. 12.4.1 11.3.1 LESSEE, at its own cost and expense, will promptly replace all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered unfit or beyond economical repair (BER) for use for any reason. In the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part provided that LESSEE replaces such Part as promptly as practicable. All replacement Parts will (a) be owned by LESSEE free and clear of all Security Interests (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests)description, (b) be in airworthy condition and of at least equivalent model, service bulletin and modification status and have a value and utility 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 and (c) meet have a current "serviceable tag" of the requirements of Articles 12.3.7 manufacturer or 12.3.8maintenance facility providing such items to LESSEE, as applicableindicating that such Parts are new, serviceable or Overhauled. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time groundtime of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any With respect to replacement Parts modules in an Engine, the replacement module will also comply with not have been previously operated at a higher thrust rating than the requirements set forth in Article 12.2.2replaced module. 12.4.2 11.3.2 All Parts removed from the Aircraft Airframe or any Engine will remain the property of LESSOR and subject to this Lease 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 AircraftAirframe or such Engine) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situs, situs it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft Airframe or an Engine as above provided, (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (c) such replacement Part will become subject to this Lease and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of EnginesAirframe or such Engine.

Replacement of Parts. 12.4.1 LESSEEThroughout the Interim Lease Term and -------------------- until the return of the Equipment to Seller in accordance with the terms of this Agreement, at its own cost and expense, will Buyer shall promptly replace all Parts which may from time to time that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason from time to time. In addition, Buyer may remove any Parts in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part provided that LESSEE replaces whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, but Buyer shall replace such Part Parts as promptly as practicablepossible. All replacement Parts will (a) shall be owned by LESSEE parts approved for use in accordance with the Maintenance Program, shall be free and clear of all Security Interests (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title Liens and clearance of all Security Interests), (b) shall be in airworthy condition and of at least equivalent model, service bulletin and modification status and have a value and utility at least equal to as good operating condition as the Parts replaced, replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof of this Agreement immediately prior to such replacement. The replacement of Parts pursuant to this Section 12.1 shall be made in accordance with Buyer's standard practices ------------ and (c) meet procedures and shall not, over time, have a material adverse effect on the requirements of Articles 12.3.7 or 12.3.8, as applicable. So long as a substitution meets the requirements value of the Maintenance Program and Aviation Authority, LESSEE may substitute for Airframe or any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying PartEngine. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will Airframe or any Engine at any time shall remain the property of LESSOR Seller and subject to this Lease Agreement, no matter where located, until such time as such Parts have been shall be replaced by Parts (which that have been incorporated or in, installed in on or attached to the Aircraft) which Airframe or such Engine and that meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsin this Section 12. 1. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately upon Upon any replacement Part becoming incorporatedincorporated ------------ in, installed on or attached to the Aircraft Airframe or any Engine as above providedprovided in this Section 12.1, immediately and automatically without further act (ai) title to the removed Part will thereupon ------------ replaced part shall vest in LESSEE, Buyer free and clear of all rights of LESSORSeller and any Seller Liens, (b) and such replaced part shall no longer be deemed a "Part" under this Agreement, title to the replacement Part will thereupon shall vest in LESSOR free Seller and clear of all rights of LESSEE become subject to the Security Agreement, and (cii) such replacement Part will shall become subject to this Lease Agreement and be deemed to be a Part hereunder "Part" of the Airframe or such Engine for all purposes of this Agreement to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of Enginespart that was replaced.

Replacement of Parts. 12.4.1 LESSEEThe Company, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reason. In the ordinary course reason whatsoever, except as otherwise provided in this Section 2.03(A) or Section 2.03(D) of maintenance, service, repair, Overhaul or testing, LESSEE may remove any Part provided that LESSEE replaces such Part as promptly as practicablethis Security Agreement. All replacement Parts will parts (aother than replacement parts temporarily installed as provided in Section 2.03(B) of this Security Agreement shall be owned by LESSEE free and clear of all Security Interests Liens (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) and shall be in airworthy condition as good an operating condition, and of at least equivalent model, service bulletin and modification status and shall have a value and utility at least substantially equal to or greater than, the Parts replaced, replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and (c) meet the requirements of Articles 12.3.7 or 12.3.8, as applicablethis Security Agreement. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts 128 at any time removed from the Aircraft will Airframe or any Engine shall remain the property of LESSOR and subject to this Lease the Company, no matter where located, until such time as such Parts have been shall be replaced by parts which meet the requirements for replacement Parts (which have been specified above. Upon any replacement part becoming incorporated or installed in or attached to the Aircraft) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situsAirframe or any Engine, it is the intent of LESSOR and LESSEE that without further act (subject only to Permitted Liens and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft as above providedarrangement permitted by Section 2.03(B) of this Security Agreement), (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (ci) such replacement Part will part shall become the property of the Company and shall become subject to the Lien of this Lease Security Agreement and be deemed to be a Part hereunder for all purposes of this Security Agreement to the same extent as the Parts originally incorporated or installed in or attached to the AircraftAirframe or such Engine and (ii) the replaced Part shall no longer be deemed a Part under this Security Agreement. 12.5 Removal Upon written request and at the Company's expense, the Agent shall execute and deliver to the Company such releases as the Company may reasonably request to effectuate the release contemplated in clause (ii) of Enginesthe previous sentence. The Company may remove Parts which the Company determines in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or any Engine (each, an "Obsolete Part"), provided that (i) such removal is being applied by the Company on a fleet-wide basis and does not discriminate against the Aircraft to the extent applicable having regard to the fleet and equipment type and the age of the Aircraft and (ii) removal of any such Obsolete Parts shall not diminish the value, utility or remaining useful life of the Airframe or such Engine, or materially impair the condition or impair the airworthiness thereof, below the value, utility, condition, airworthiness or remaining useful life thereof immediately prior to such removal assuming the Airframe or such Engine was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this Security Agreement.

Replacement of Parts. 12.4.1 LESSEEThe Owner, at its own cost and expense, will so long as the Airframe or an Engine is subject to the Lien of this Trust Indenture promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason 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, remove in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that LESSEE replaces the Owner (or any Lessee), except as otherwise provided in paragraph (c) of this Section 7.03, will, at its own cost and expense, replace such Part Parts as promptly as practicable. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests Liens (except for Permitted Liens) of any kind or description (or, if not owned Liens and pooling arrangements to the extent permitted by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), paragraph (b) of this Section 7.03 and except in the case of replacement property temporarily installed on an emergency basis) and shall be in airworthy as good operating condition as, and of at least equivalent model, service bulletin and modification status and shall have a value and utility at least equal to to, the Parts replaced, replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and hereof. Except as otherwise provided in paragraph (c) meet the requirements of Articles 12.3.7 or 12.3.8this Section 7.03, as applicable. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for all Parts at any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will Airframe or any Engine shall remain the property of LESSOR and subject to the Lien of this Lease Trust Indenture, no matter where located, until such time as such Parts have been 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 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 Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted Part shall be owned by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft as above providedOwner, (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (cii) such replacement Part will shall become subject to the Lien of this Lease Trust Indenture and be deemed to be a Part hereunder 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 Aircraft. 12.5 Removal Airframe or such Engine and (iii) the replaced Part shall thereupon be free and clear of Enginesall 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. 12.4.1 LESSEE(a) Subject to Section 8.01 -------------------- hereof, at its own cost and expense, will promptly replace all Parts which may from time to time become in the event that any Part becomes worn out, out or is lost, stolen, destroyed, seized, condemned, confiscated, requisitioned, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for normal use for any reasonreason whatsoever, Lessee at its expense shall repair or replace such Part. In the ordinary course of maintenance, service, repair, Overhaul or testing, LESSEE may remove any Each such replacement Part provided that LESSEE replaces such Part as promptly as practicable. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests Liens (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) shall be in airworthy as good operating condition as, and of at least equivalent model, service bulletin and modification status and shall have a value value, utility and utility remaining useful life at least equal to to, the Parts Part being replaced, assuming it being assumed for this purpose that such replaced Parts were Part was in the condition and repair required to be maintained by pursuant to Section 7.01 hereof; provided, however, that, pending -------- ------- the terms hereof and (c) meet completion of repairs to any Part or the installation of a permanent replacement Part therefor, Lessee may, if necessary in order to operate the Equipment, install a temporary Part, in which event Lessee shall complete such repairs or install a permanent replacement Part meeting the requirements of Articles 12.3.7 this Section 7.02 or 12.3.8, as applicable. So long as a substitution meets the shall cause such temporary replacement Part to meet such requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as reasonably practicable but in any event within the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will remain the property earlier of LESSOR and subject to this Lease no matter where located, until 90 days (or such time longer period as such Parts have been replaced by Parts (which have been incorporated or installed in or attached to the Aircraft) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR shall be necessary under the Laws circumstances so long as Lessee is diligently attempting to obtain a permanent replacement Part) and the expiration or termination of the State Lease Term. Immediately upon the permanent replacement of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situsa Part, it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft as above providedact, (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR, (bi) title to the replacement Part will thereupon shall vest in LESSOR free and clear of all rights of LESSEE and Lessor, (cii) such the replacement Part will shall become subject to this Lease and be deemed to be a Part hereunder part of the Equipment for all purposes hereof, and (iii) all of Lessor's right, title and interest in and to the same extent replaced Part shall pass to Lessee on an "as-is, where-is" basis, without recourse or warranty (except as the Parts originally incorporated or installed in or attached to the Aircraftabsence of Lessor Liens), and such replaced Part shall no longer be subject to this Lease. 12.5 Removal From time to time at the request of EnginesLessor and at Lessee's expense, Lessee will take such action as is reasonably practicable to confirm Lessor's title to any replacement Part. From time to time at the request of Lessee and at Lessee's expense, Lessor shall take such action as is reasonably practicable to confirm Lessee's title to each replaced Part. No matter where located, any Part at any time removed therefrom shall remain the property of Lessor unless and until title thereto shall pass to Lessee in accordance with the second preceding sentence.

Replacement of Parts. 12.4.1 LESSEEAlterations, Modifications and ---------------------------------------------------- Additions. ---------- (a) Replacement of Parts. Lessee, at its own cost and expense, -------------------- will promptly replace all Parts (other than any Part constituting a Removable Part) which may from time to time be incorporated or installed in or attached to any Item of Equipment and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason whatsoever. In addition, Lessee may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part Part, whether or not worn out, lost stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that LESSEE replaces Lessee will, at its own cost and expense, replace -------- such Part as promptly as practicablepossible. All replacement Parts will (aother than any Part constituting a Removable Part) shall be owned by LESSEE free and clear of all Security Interests Liens (except Permitted Liens) other than any Liens of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Intereststhe sort described in Sections 8(i), (b8(ii), 8(iii) or 8(iv) hereof) and shall be in airworthy as good operating condition as, and of at least equivalent model, service bulletin and modification status and shall have a value and utility at least equal to to, the Parts replaced, replaced assuming such replaced Parts and Equipment were in the condition and repair required to be maintained by the terms hereof and hereof. All Parts (c) meet the requirements of Articles 12.3.7 or 12.3.8, as applicable. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for other than any Part constituting a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground Removable Part) at any time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will an Item of Equipment shall remain the property of LESSOR and subject to this Lease Lessor, no matter where located, until such time as such Parts have been shall be replaced by Parts (which have been incorporated or installed in or attached to the Aircraft) such Item of Equipment and which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement part (other than any Part constituting a Removable Part) becoming incorporated, incorporated or installed in or attached to the Aircraft an Item of Equipment as above provided, without further act, (ai) title to the removed replaced Part will shall thereupon vest in LESSEELessee, free and clear of all rights of LESSORLessor, and shall no longer be deemed a Part hereunder, (bii) title to the such replacement Part will (other than any Part constituting a Removable Part) shall thereupon vest in LESSOR free and clear of all rights of LESSEE Lessor, and (ciii) such replacement Part will (other than any Part constituting a Removable Part) shall become subject to this Lease and be deemed to be a Part hereunder part of such Item of Equipment for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the AircraftItem of Equipment. 12.5 Removal Lessor shall not be required in any way to maintain, repair or rebuild any Item of EnginesEquipment.

Replacement of Parts. 12.4.1 LESSEE(i) Lessee, at its own cost and expense, will promptly replace or cause to be replaced as soon as reasonably practicable and in accordance with applicable manufacturer maintenance manual limits (and in any event within thirty (30) days of removal or, if earlier, on the date the Lease Term expires or terminates) all Parts which may from time to time become worn outunserviceable, obsolete, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reason. In reason whatsoever, except as otherwise provided in Section 12(b) with respect to Additional Parts. (ii) Subject to Section 5(a)(iv), all Parts incorporated or installed in or attached or added to the ordinary course of maintenance, service, repair, Overhaul Airframe or testing, LESSEE may remove any Part provided that LESSEE replaces such Part as promptly as practicable. All replacement Parts will Engine shall (ax) be owned by LESSEE free and clear of all Security Interests Liens (except for Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (by) except with respect to additional parts, be in airworthy as good operating condition as, and of at least equivalent model, service bulletin and modification status and shall have a value and utility at least equal to to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and (cz) meet the requirements of Articles 12.3.7 or 12.3.8, as applicable. So long as have a substitution meets the requirements current valid Aviation Authority "serviceable tag" of the Maintenance Program manufacturer or maintenance facility providing such items to Lessee identifying the manufacturer, vendor, part number, make, model and Aviation Authorityserial number, LESSEE date and hours and/or cycles and, if such a tag is issuable with respect to the Parts, indicating that such Parts are new, serviceable or overhauled. Lessee may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable Aircraft, provided that the original Part is reinstalled or the noncomplying part is removed and replaced by a 52 [Amended and Restated Lease Agreement] complying Part. Any replacement Parts will also comply with , in each case as soon as reasonably practicable (and in any event within thirty (30) days of removal or, if earlier, on the requirements set forth in Article 12.2.2date the Lease Term expires or terminates). 12.4.2 (iii) Immediately upon any Part's becoming incorporated in, installed on or attached to the Airframe or any Engine, as above provided, without further act (x) title to such Part shall thereupon vest in Lessor, free and clear of all Liens (other than Permitted Liens), (y) such Part shall become subject to this Agreement and be deemed part of such Airframe or such Engine for all purposes hereof, and (z) title to any replaced Part shall thereupon vest in Lessee, free and clear of all Lessor Liens, Liens arising prior to Delivery of the Aircraft to Lessee and Liens granted by Lessor to Lessor's lenders and shall no longer be deemed a Part hereunder. All Parts (other than Additional Parts) at any time removed from the Aircraft will Airframe or any Engine shall remain the property of LESSOR and subject to this Lease Lessor, no matter where located, until such time as such Parts have been shall be replaced by Parts (which have been incorporated or installed in or attached to the Aircraft) Airframe or any Engine and which meet the requirements for replacement Parts specified above and set forth in clause (iii) above. Upon any removal of Additional Parts, title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situsthereto shall, it is the intent of LESSOR and LESSEE that without further act act, vest in Lessee, and immediately upon such Additional Part shall no longer be deemed a Part hereunder. (iv) Notwithstanding any replacement other provision hereof, no Part becoming incorporated, that is a life limited part shall be installed or attached to on the Aircraft as above providedor any Engine, (a) title to including, without limitation, a Replacement Engine, after the removed Delivery Date unless such Part will thereupon vest in LESSEEis new or Lessee has complete certified, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (c) back-to-birth records for such replacement Part will become subject to this Lease and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of Enginespart.

Replacement of Parts. 12.4.1 LESSEELessee, at its own cost and expense, will shall promptly replace all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason whatsoever. In addition, in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE Lessee may remove any Part Part, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided that LESSEE replaces such Part Lessee shall as promptly as practicablepracticable either reinstall such Part or replace such Part pursuant to the terms of this Article 12. All Each replacement Parts will part prior to installation in the Aircraft or any Item of Equipment: (a) shall be owned by LESSEE free and clear of all Security Interests (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), ; (b) shall be in airworthy as good operating condition and of at least equivalent model, service bulletin and modification status and shall have a value value, utility, maintenance, modification and utility repair status at least equal to the Parts Part replaced, assuming such replaced Parts were Part was in the condition and repair required to be maintained by the terms hereof and hereof; (c) meet shall have documentation certifying compliance with all applicable Certificating Authority or Aeronautics Authority requirements, including, without limitation, if applicable: (i) a Certificating Authority Form and, if not indicated on such form, a teardown report indicating time since Overhaul and a description of work accomplished with respect to such part by an Approved Maintenance Organization; (ii) Overhaul records; (iii) documentation of modification status and compliance with Airworthiness Directives; and (iv) any other appropriate documentation applicable to the requirements maintenance and repair status of Articles 12.3.7 such part; and (d) shall: (i) have the same part number (except to the extent the Manufacturer has superseded the part number of such Part, and in such an event the superseding part number shall be an acceptable alternate pursuant to the Manufacturer’s Repair Manual or 12.3.8, as applicable. So long as a substitution meets the requirements Required Approval) and be of the Maintenance Program and Aviation Authoritysame Manufacturer as the replaced Part, LESSEE provided, however, such replacement part may substitute for any Part be of a different Manufacturer solely to the extent that such replacement part: (A) is an expendable or consumable part or is a part that does has a line item price of less than One Thousand Five Hundred Dollars ($1,500) in Base Year Dollars; provided that this Section 12.8(d)(i)(A) shall not meet apply to rotable parts; and (B) such part is installed on the requirements Airframe, and not on or in any Engine, Landing Gear, or the APU. *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC (ii) with respect to Time Controlled Parts, have not accumulated more time since new (and time since Overhaul if such replaced Part has previously been Overhauled) than that of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will remain the property of LESSOR and subject to this Lease 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 Aircraft) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft as above provided, (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (c) such replacement Part will become subject to this Lease and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of Engines.

Replacement of Parts. 12.4.1 LESSEETenant may, at its own cost and expense, will promptly replace all Parts which may from time to time become remove in the ordinary course of maintenance, service, repair, overhaul or 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 or beyond economical repair (BER) for use use. Tenant will, at its own cost and expense, replace any such Parts as may be necessary to maintain the Leased Property in accordance with the standards for any reason. In the ordinary course Tenant’s maintenance obligations as set forth in Section 7.1 of maintenance, service, repair, Overhaul or testing, LESSEE may remove any Part provided that LESSEE replaces such Part as promptly as practicablethis Lease. All replacement Parts will (a) be owned by LESSEE free and clear of all Security Interests (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) shall be in airworthy as good operating condition as, and of at least equivalent model, service bulletin and modification status and shall have a value (including the residual value), utility and utility remaining useful life at least equal to the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by by, and otherwise in compliance with, the terms hereof and of this Lease (c) meet nothing in this Lease, however, shall be construed to require Tenant to replace any Parts having a useful life adequate to operate the requirements of Articles 12.3.7 or 12.3.8, as applicable. So long as a substitution meets Leased Property through the requirements end of the Maintenance Program and Aviation Authority, LESSEE may substitute for Term). All Parts at any Part a part that does not meet the requirements time removed from any item or portion of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will Leased Property shall remain the property of LESSOR and subject to this Lease no matter where located, Landlord until such time as such Parts have been shall be replaced by Parts (which have been incorporated or installed in or attached to such item or portion of the Aircraft) Leased Property and which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Part becoming incorporated, incorporated into or installed in or attached to any item or portion of the Aircraft as above providedLeased Property, without further action by either Party (except in the case of replacement property temporarily installed on an emergency basis), (a) title to the removed such replacement Part will shall thereupon vest in LESSEE, free and clear of all rights of LESSORLandlord, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (c) such replacement Part will shall become subject to this Lease and be deemed to be a Part hereunder part of the Leased Property for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the AircraftLeased 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 deemed a part of the Leased Property. 12.5 Removal Notwithstanding the foregoing, “ Parts ” means all appliances, parts, instruments, appurtenances, accessories, furnishings, spare parts, and other equipment and property of Engineswhatever 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 as provided in subsection (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 made under this Section 10.2 shall remain a part of the Leased Property.

Replacement of Parts. 12.4.1 LESSEE, at its own cost and expense, The Company will 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 Airframe or any Engine and that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit or beyond economical repair (BER) for use for any reasonreason whatsoever, except as otherwise provided in Section 3.4(c) or if the Airframe or an Engine to which a Part relates has suffered a Total Loss. In addition, the Company or any Permitted Lessee may remove in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that LESSEE replaces the Company, except as otherwise provided in Section 3.4(c), will replace such Part Parts (or cause such Parts to be replaced) as promptly as practicable. All replacement Parts will parts (aother than Excluded Equipment) (“Replacement Parts”) shall be owned by LESSEE free and clear of all Security Interests Liens (except for Permitted LiensLiens and except in the case of replacement property temporarily installed on an emergency basis (“Emergency Parts”)) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) be in airworthy condition and of at least equivalent model, service bulletin and modification status and shall have a value and utility at least equal (but in any event without regard to hours or cycles (except with respect to landing gear (taken as an entire unit and not as to constituent parts thereof) and any auxiliary power unit (taken as an entire unit and not as to constituent parts thereof), which shall take into account hours and cycles)) to the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and (c) meet the requirements of Articles 12.3.7 or 12.3.8hereof. Except as otherwise provided in Section 3.4(c), as applicable. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for all Parts at any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Airframe or any Engine shall remain Aircraft will remain the property of LESSOR and Security Agreement (N●) 24093720v16 subject to the Lien of this Lease Security Agreement no matter where located, located until such time as such Parts have been shall be replaced by Parts (which parts that have been incorporated or installed in or attached to the Aircraft) which Airframe or such Engine and that meet the requirements for replacement Replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Replacement Part becoming incorporated, incorporated or installed in or attached to the Aircraft Airframe or any Engine as above providedprovided (except in the case of Emergency Parts), without further act, (ai) title to the removed replaced Part will shall thereupon vest in LESSEE, be free and clear of all rights of LESSOR, the Security Trustee and of the Lien of this Security Agreement and shall no longer be deemed a Part hereunder and (bii) title such Replacement Part shall become a Part subject to the replacement Part will thereupon vest in LESSOR free and clear Lien of all rights of LESSEE and (c) such replacement Part will become subject to this Lease Security Agreement and be deemed to be a Part hereunder 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 AircraftAirframe or such Engine. 12.5 Removal Upon request of Enginesthe Company from time to time, and at the Company’s cost and expense, the Security Trustee shall execute and deliver to the Company such instrument supplied to it by the Company releasing any such released Part from the Lien of this Security Agreement. Any Emergency Part shall be replaced by the Company or any Permitted Lessee as promptly as practicable with a part that will be a Part satisfying the requirements for a Replacement Part set forth above.

Replacement of Parts. 12.4.1 LESSEEALTERATIONS, MODIFICATIONS AND ADDITIONS. (a) REPLACEMENT OF PARTS. [Lease Agreement] (i) Lessee, at its own cost and expense, will promptly replace or cause to be replaced as soon as reasonably practicable and in accordance with applicable manufacturer maintenance manual limits (and in any event within thirty (30) days of removal or, if earlier, on the date the Lease Term expires or terminates) all Parts which may from form time to time become worn outunserviceable, obsolete, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reason. In reason whatsoever, except as otherwise provided in Section 12(b) with respect to Additional Parts. (ii) Subject to Section 5(a)(iv), all Parts incorporated or installed in or attached or added to the ordinary course of maintenance, service, repair, Overhaul Airframe or testing, LESSEE may remove any Part provided that LESSEE replaces such Part as promptly as practicable. All replacement Parts will Engine shall (ax) be owned by LESSEE free and clear of all Security Interests Liens (except for Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (by) except with respect to Additional Parts, be in airworthy as good operating condition as, and of at least equivalent model, service bulletin and modification status and shall have a value and utility at least equal to to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and (cz) meet the requirements of Articles 12.3.7 or 12.3.8, as applicable. So long as have a substitution meets the requirements current valid Aviation Authority "serviceable tag" of the Maintenance Program manufacturer or maintenance facility providing such items to Lessee identifying the manufacturer, vendor, part number, make, model and Aviation Authorityserial number, LESSEE date and hours and/or cycles and, if such a tag is issuable with respect to the Parts, indicating that such Parts are new, serviceable or overhauled. Lessee may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable Aircraft, provided that the noncomplying original Part is reinstalled or the non complying part is removed and replaced by a complying Part. Any replacement Parts will also comply with , in each case as soon as reasonably practicable (and in any event within thirty (30) days of removal or, if earlier, on the requirements set forth in Article 12.2.2date the Lease Term expires or terminates). 12.4.2 (iii) Immediately upon any Part's becoming incorporated in, installed on or attached to the Airframe or any Engine, as above provided, without further act (x) title to such Part shall thereupon vest in Lessor, free and clear of all Liens (other than Permitted Liens), (y) such Part shall become subject to this Agreement and be deemed part of such Airframe or such Engine for all purposes hereof, and (z) title to any replaced Part shall thereupon vest in Lessee, free and clear of all Lessor Liens, Liens arising prior to Delivery of the Aircraft to Lessee and Liens granted by Lessor to Lessor's lenders and shall no longer be deemed a Part hereunder. All Parts (other than Additional Parts) at any time removed from the Aircraft will Airframe or any Engine shall remain the property of LESSOR and subject to this Lease Lessor, no matter where located, until such time as such Parts have been shall be replaced by Parts (which have been incorporated or installed in or attached to the Aircraft) Airframe or any Engine and which meet the requirements for replacement Parts specified above and set forth in clause (iii) above. Upon any removal of [Lease Agreement] Additional Parts, title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situsthereto shall, it is the intent of LESSOR and LESSEE that without further act act, vest in Lessee, and immediately upon such Additional Part shall no longer be deemed a Part hereunder. (iv) Notwithstanding any replacement other provision hereof, no Part becoming incorporated, that is a life limited part shall be installed or attached to on the Aircraft as above providedor any Engine, (a) title to including, without limitation, a Replacement Engine, after the removed Delivery Date unless such Part will thereupon vest in LESSEEis new or Lessee has complete certified, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (c) back-to-birth records for such replacement Part will become subject to this Lease and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of Enginespart.

Replacement of Parts. 12.4.1 LESSEE, at its own cost and expense, Lessee will promptly replace or cause to be -------------------- replaced all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reason. In the ordinary course of maintenancereason whatsoever, service, repair, Overhaul or testing, LESSEE may remove any Part except as otherwise provided that LESSEE replaces such Part as promptly as practicablein Section 8(b) hereof. All replacement Parts will parts shall be (ai) be reasonably acceptable to Lessor, (ii) owned by LESSEE Lessee free and clear of all Security Interests Liens (except Permitted Liensit being understood that any part, prior to its installation on the Aircraft, may have been (but will not upon installation be) leased by Lessee under the terms of any kind or description a parts lease agreement which permits an exchange of ownership of parts) and (oriii) have a serviceability tag attached and be accompanied by all records required by the FAA, if not owned by LESSEEshall be interchangeable as to form, LESSEE guarantees to LESSOR such title fit and clearance of all Security Interests)function, (b) shall be in airworthy condition and of at least equivalent model, the same mandatory and recommended service bulletin accomplishment status, shall have been overhauled or repaired and modification status inspected (if applicable) by an agent acceptable to the FAA and shall be in as good an operating condition as, and shall have a value and utility at least equal to to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and (c) meet the requirements of Articles 12.3.7 or 12.3.8, as applicableall historical records with respect to such Parts shall be retained. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts at any time removed from the Aircraft will any Airframe or any Engine shall remain the property of LESSOR Lessor and subject to this Lease Lease, no matter where located, until such time as such Parts have been shall be replaced by Parts (parts which have been incorporated or installed in or attached to the Aircraft) applicable Airframe or Engine and which meet the requirements for replacement Parts parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Part part becoming incorporated, incorporated or installed in or attached to the Aircraft applicable Airframe or Engine as above providedprovided above, without further act, (ai) title to the removed Part will thereupon thereto shall vest in LESSEE, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (c) such replacement Part will part shall become the property of Lessor and shall become subject to this Lease and be deemed to be a Part hereunder for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to such Airframe or such Engine; (ii) the Aircraft. 12.5 Removal replaced Part shall no longer be the property of EnginesLessor and shall no longer be deemed a Part hereunder; and (iii) title to the replaced Part shall thereupon vest in Lessee, free and clear of all rights of Lessor.

Replacement of Parts. 12.4.1 LESSEE(i) Lessee, at its own cost and expense, will promptly replace or cause to be replaced as soon as reasonably practicable and in accordance with applicable manufacturer maintenance manual limits (and in any event within thirty (30) days of removal or, if earlier, on the date the Lease Term expires or terminates) all Parts which may from time to time become worn out, obsolete, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reason. In reason whatsoever, except as otherwise provided in Section 12(b) with respect to Additional Parts. (ii) All Parts incorporated or installed in or attached or added to the ordinary course of maintenance, service, repair, Overhaul Airframe or testing, LESSEE may remove any Part provided that LESSEE replaces such Part as promptly as practicable. All replacement Parts will Engine shall (ax) be owned by LESSEE free and clear of all Security Interests Liens (except for Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (by) except with respect to Additional Parts, be in airworthy as good operating condition as, and of at least equivalent model, service bulletin and modification status and shall have a value and utility at least equal to to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and (cz) meet the requirements of Articles 12.3.7 or 12.3.8, as applicable. So long as have a substitution meets the requirements current valid Aviation Authority "serviceable tag" of the Maintenance Program manufacturer or maintenance facility providing such items to Lessee identifying the manufacturer, vendor, part number, make, model and Aviation Authorityserial number, LESSEE date and hours and/or cycles and, if such a tag is issuable with respect to the Parts, indicating that such Parts are new, serviceable or overhauled. Lessee may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable Aircraft, provided that the original Part is reinstalled or the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with , in each case as soon as reasonably practicable (and in any event within thirty (30) days of removal or, if earlier, on the requirements set forth in Article 12.2.2date the Lease Term expires or terminates). 12.4.2 (iii) Immediately upon any Part's becoming incorporated in, installed on or attached to the Airframe or any Engine, as above provided, without further act (x) title to such Part shall thereupon vest in Lessor, free and clear of all Liens (other than Permitted Liens), (y) such Part shall become subject to this Agreement and be deemed part of such Airframe or such Engine for all purposes hereof, and (z) title to any replaced Part shall thereupon vest in Lessee, free and clear of all Lessor Liens and shall no longer be deemed a Part hereunder. All Parts (other than Additional Parts) at any time removed from the Aircraft will Airframe or any Engine shall remain the property of LESSOR and subject to this Lease Lessor, no matter where located, until such time as such Parts have been shall be replaced by Parts (which have been incorporated or installed in or attached to the Aircraft) Airframe or any Engine and which meet the requirements for replacement Parts specified above and set forth in clause (iii) above. Upon any removal of Additional Parts, title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situsthereto shall, it is the intent of LESSOR and LESSEE that without further act act, vest in Lessee, and immediately upon such Additional Part shall no longer be deemed a Part hereunder. (iv) Notwithstanding any replacement other provision hereof, no Part becoming incorporated, that is a life limited part shall be installed or attached to on the Aircraft as above providedor any Engine, (a) title to including, without limitation, a Replacement Engine, after the removed Delivery Date unless such Part will thereupon vest in LESSEEis new or Lessee has complete certified, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (c) back-to-birth records for such replacement Part will become subject to this Lease and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of Enginespart.

Replacement of Parts. 12.4.1 LESSEELessee, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason whatsoever. In addition, Lessee may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part provided that LESSEE replaces Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, but Lessee will, at its own cost and expense, replace such Part Parts as promptly as practicablepossible. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) shall be in airworthy compliance with Supplier's specifications and shall be in as good operating condition as, and of at least equivalent model, service bulletin and modification status and shall have a value and utility at least equal to to, the Parts replaced, replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and (c) meet the requirements of Articles 12.3.7 or 12.3.8, as applicablehereof. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts at any time removed from the Aircraft will Airship, Gondola or Envelope or from any Engine or Propeller shall remain the property of LESSOR Lessor and subject to this Lease Lease, no matter where located, until such time as such Parts have been shall be replaced by Parts (which have been incorporated or installed in or attached to the Aircraft) Airship, Gondola, Envelope, Engine or Propeller and which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Part becoming incorporated, incorporated or installed in or attached to the Aircraft Airship, Gondola, Envelope or to any Engine or Propeller as above provided, or becoming an item of Spare Equipment, without further act, (ai) title to the removed replaced Part will shall thereupon vest in LESSEELessee, free and clear of all rights of LESSORLessor, and shall no longer be deemed a Part hereunder, (bii) title to the such replacement Part will shall thereupon vest in LESSOR free and clear of all rights of LESSEE Lessor and (ciii) such replacement Part will shall become subject to this Lease and be deemed to be a Part hereunder part of the Airship, Gondola, Envelope or such Engine or Propeller or Spare Equipment for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal Airship, Gondola, Envelope, Engine or Propeller or an item of EnginesSpare Equipment.

Replacement of Parts. 12.4.1 LESSEELessee shall promptly replace, at its own cost and expenseor cause to be replaced, will promptly replace all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason whatsoever, except as otherwise provided in Section 9.3. In addition, in the ordinary course of maintenance, service, repair, Overhaul overhaul, or testing, LESSEE Lessee may remove any Part a Part, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair, or permanently rendered unfit for use provided that LESSEE replaces that, except as otherwise provided in Section 9.3, Lessee shall promptly replace such Part as promptly as practicablePart. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests (Liens, except Permitted Liens) of any kind or description (or, if not owned by LESSEEand shall have an economic value, LESSEE guarantees to LESSOR such title residual value, utility and clearance of all Security Interests), (b) be in airworthy condition and of at least equivalent model, service bulletin and modification status and have a value and utility remaining useful life at least equal to the original Parts replaced, assuming such original replaced Parts were in the condition and repair required to be maintained by the terms hereof and (c) meet hereof. Notwithstanding the requirements of Articles 12.3.7 Section 9.3 or 12.3.8this Section 9.1, but without limiting the provisions of Section 6, as applicable. So long as the case may be, Lessee may on a non-discriminatory basis install or permit the installation of an engine or part on a Related Airframe or a part on a Related Airframe or a Related Engine by way of substitution meets or replacement if: (i) there shall not have been available to Lessee at the time and in the place that such engine or part was required to be installed on such Related Airframe or Related Engine, a replacement engine or replacement part complying with the requirements of Section 8.1 or this Section 9.1, as the Maintenance Program and Aviation Authority, LESSEE case may substitute for any Part be; and (ii) it would have resulted in a part that does not meet the requirements disruption of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time operation of the Aircraft and as soon as practicable to have grounded such Aircraft and/or to have permitted the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with Related Engine or the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will remain the property of LESSOR and subject relevant Part to this Lease no matter where located, continue to be unserviceable or unrepaired until such time as such Parts have been replaced by Parts (which have been incorporated another engine or installed in or attached to the Aircraft) which meet part complying with the requirements of Section 8.1, Section 9.3 or this Section 9.1, as the case may be, became available for replacement Parts specified above installation on such Related Airframe or Related Engine; and (iii) such engine or part (A) is suitable for installation and title to such replacement Parts has passed to LESSOR under use on the Laws Related Airframe or Related Engine, and (B) is operationally compatible with the Related Airframe or Related Engines; and (iv) as soon as practicable, but in any event within the earlier of sixty (60) days or the end of the State of Registration and the lex situs. To the extent permitted by the Laws Lease Term after installation of the State same on such Related Airframe or Related Engine, Lessee shall cause any such engine or part not complying with the requirements of Registration and Section 8.1, Section 9.3 or this Section 9.1, as the lex situscase may be, it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft as above provided, (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (c) such replacement Part will become subject to this Lease and be deemed to be removed and replaced or substituted by a Part hereunder to part complying with the same extent requirements of Section 8.1, Section 9.3 or this Section 9.1, as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of Enginescase may be.

Replacement of Parts. 12.4.1 LESSEELessee, at its own sole cost and expense, will -------------------- promptly replace or cause the replace- Federal Express Boeing 727-2D4 N362PA ment of all Parts which may from time to time be incorporated in 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 or beyond economical repair (BER) for use for any reason. In addition, Lessee may remove in the ordinary course of maintenance, service, repair, Overhaul overhaul or testingtesting any Parts as permitted by Section 8.1, LESSEE may remove any Part provided that LESSEE replaces whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, Lessee, at its own cost and expense, will replace such Part -------- ------- Parts as promptly as practicablepossible. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests Liens (except for Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) shall be in airworthy good operating condition and of at least equivalent model, service bulletin and modification status and have a value and utility 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 and (c) meet the requirements of Articles 12.3.7 or 12.3.8, as applicablehereof. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts at any time removed from the Aircraft will Aircraft, Airframe or any Engine shall remain the property of LESSOR and subject to this Lease Lessor no matter where located, until such time as such Parts have been 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 and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Part becoming incorporatedincorporated in the Aircraft, installed Airframe or attached to the Aircraft such Engine as above provided, without further act, (ai) title to the removed replaced Part will shall thereupon vest in LESSEE, Lessee free and clear of all rights of LESSORLessor and the replaced Part shall no longer be deemed a Part hereunder, (bii) title to the such replacement Part will shall thereupon vest in LESSOR free and clear of all rights of LESSEE Lessor (subject only to Permitted Liens), and (ciii) such replacement Part will shall become subject to this Lease and be deemed to be a Part hereunder 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 installed in or attached to the Aircraft. 12.5 Removal of EnginesEngine.

Replacement of Parts. 12.4.1 12.3.1 LESSEE, at its own cost and expense, will promptly replace all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered unfit or beyond economical repair (BER) for use for any reason. In the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part provided that LESSEE replaces such Part as promptly as practicable. All replacement Parts will (a) be owned by LESSEE free and clear of all Security Interests (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests)description, (b) be in airworthy condition approved for return to service and of at least equivalent model, service bulletin and modification status and have a value and utility 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 and (c) meet have a current “serviceable tag” of the requirements of Articles 12.3.7 manufacturer or 12.3.8maintenance facility providing such items to LESSEE, as applicableindicating that such Parts are new, serviceable or Overhauled. So long as a substitution meets the requirements of the Maintenance Program and the Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any With respect to replacement modules in an Engine, (x) the life limited Part that is due to be removed earliest in such replacement module will have no less life remaining than the life limited Part that is due to be removed earliest in the replaced module and (y) the average life remaining for all life limited Parts in the replacement module will also comply with be no less than the requirements set forth average life remaining for the life limited Parts in Article 12.2.2the replaced module. 12.4.2 12.3.2 All Parts removed from the Aircraft Airframe or any Engine will remain the property of LESSOR and subject to this Lease 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 AircraftAirframe or such Engine) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situs, situs it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft Airframe or an Engine as above provided, (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR and LESSOR’s Liens, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE (other than LESSEE’s rights under this Lease) and (c) such replacement Part will become subject to this Lease and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of EnginesAirframe or such Engine.

Replacement of Parts. 12.4.1 LESSEELessee, at its own cost and expense, will promptly replace replace, or cause to be replaced, all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason whatsoever. In addition, in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may at its own cost and expense remove any Part Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that LESSEE replaces Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) shall replace at its own cost and expense such Part Parts as promptly as practicable-49- 51 possible. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests Liens (except for pooling arrangements to the extent permitted by paragraph (c) of this Section and Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) be in airworthy condition and of at least the equivalent model, service bulletin and 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 at least equal to to, the Parts replaced, replaced (assuming such replaced Parts parts were in the condition and repair in which they were required to be maintained by the terms hereof and (c) meet the requirements of Articles 12.3.7 or 12.3.8, as applicablehereof). So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts which are at any time removed from the Aircraft will shall remain the property of LESSOR Lessor, subject to the Lien of the Indenture if it has not been discharged, and subject to this Lease no matter where located, located until such time as such Parts have been shall be replaced by Parts (parts which have been incorporated or installed in or attached to the Aircraft) Aircraft and which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Part becoming incorporated, incorporated or installed in or attached to the Aircraft as above provided, or as provided in Section 9(c), without further act, (ai) title to the removed Part will shall thereupon vest in LESSEE, Lessee free and clear of all rights of LESSORLessor, Indenture Trustee, Owner Participant and Note Holders and shall no longer be deemed a Part hereunder, (bii) title to the such replacement Part will shall thereupon vest in LESSOR free Lessor and clear become subject to the Lien of all rights of LESSEE the Indenture if it has not been discharged, and (ciii) such replacement Part will shall become subject to the Lien of the Indenture (if it has not been discharged) and this Lease and be deemed to be a Part hereunder for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of EnginesPart which it has replaced.

Replacement of Parts. 12.4.1 LESSEESublessee, at its own cost and expenseexpense (except as otherwise expressly provided herein), will promptly replace all Parts which that may from time to time be incorporated or installed in or attached to the Aircraft or any Engine and that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason whatsoever, except as otherwise provided in Section 6(e). In addition, Sublessee may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided that LESSEE replaces Sublessee, except as otherwise provided in Section 6(e), will, at its own cost and expense, replace such Part Parts as promptly as practicablepossible. All replacement Parts will shall (ai) be owned by LESSEE free and clear of all Security Interests Liens (except Permitted Liens) of any kind or description (or, if not owned as hereinafter defined, and except for pooling arrangements to the extent permitted by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security InterestsSection 6(d)), (bii) be in airworthy and good operating condition and of at least equivalent model, service bulletin model and modification status and have a value and utility at least equal to to, the Parts replaced, replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof hereof) and (ciii) meet the requirements of Articles 12.3.7 or 12.3.8if applicable, as applicable. So long as have a substitution meets the requirements current "serviceable tag" of the Maintenance Program and Aviation Authoritymanufacturer or maintenance facility providing such items to Sublessee, LESSEE may substitute for any Part a part indicating that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured such Parts are new, serviceable or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Partoverhauled. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts at any time removed from the Aircraft will or any Engine shall remain the property of LESSOR and subject to this Lease Sublease, no matter where located, until such time as such Parts have been shall be replaced by Parts (which that have been incorporated or installed in or attached to the Aircraft) which Aircraft or such Engine and that meet the requirements for replacement replaced Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Part becoming incorporated, incorporated or installed in or attached to the Aircraft or any Engine as above provided, without further act, (ai) title to the removed replaced Part will shall thereupon vest in LESSEESublessee, free and clear of Sublessor's Liens and all rights of LESSORSublessor, Agent and the Lenders 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 Sublessee until Sublessee has complied with the provisions of Section 6(d), (bii) title to the such replacement Part will thereupon shall vest in LESSOR free Sublessor and clear of all rights of LESSEE such replacement Part shall thereupon become subject to this Sublease (subject only to a pooling arrangement to the extent permitted by Section 6(d)) and (ciii) such replacement Part will become subject to this Lease and shall be deemed to be a Part hereunder 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. Notwithstanding the provisions of this Section 6(c), provided that no Event of Default has occurred and is continuing, Sublessee may install any engine or part on the Aircraft by way of temporary replacement if: (i) there is not available to Sublessee at the time and in the place that an engine or part is required to be installed on the Aircraft. 12.5 Removal , a Replacement Engine or, as the case may be, Part complying with the requirements of EnginesSection 6(c); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Sublessee 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)), Sublessee 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. 12.4.1 LESSEE, at its own cost and expense, will The Company shall (or shall cause a Permitted Lessee to) promptly replace or cause to be replaced all Parts which may from time incorporated or installed in or attached to time the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit or beyond economical repair (BER) for use for any reason, 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, the Company (or any Permitted Lessee) may remove (or cause to be removed) in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that LESSEE replaces the Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Part Parts as promptly as practicable. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests Liens (except for Permitted LiensLiens and except in the case of replacement property temporarily installed on an emergency basis) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) shall be in airworthy condition and of at least equivalent model, service bulletin and modification status and have a value and utility 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 and (c) meet the requirements of Articles 12.3.7 or 12.3.8hereof. Except as otherwise provided in Section 7.04(c), as applicable. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet removed from the requirements Airframe or any Engine shall remain subject to the Lien of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part this Indenture no matter where located until it is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will remain the property of LESSOR and subject to this Lease no matter where located, until such time as such Parts have been replaced by Parts (which have been part incorporated or installed in or attached to the Aircraft) which meet Airframe or such Engine that meets the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Part becoming incorporated, incorporated or installed in or attached to the Aircraft Airframe or any Engine as above providedprovided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (ai) title to the removed replaced Part will shall thereupon vest in LESSEE, be free and clear of all rights of LESSORthe Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (cii) such replacement Part will shall become subject to the Lien of this Lease Indenture and be deemed to be a Part hereunder 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 AircraftAirframe or such Engine. 12.5 Removal Upon request of Enginesthe 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. Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.]

Replacement of Parts. 12.4.1 LESSEEIf and to the extent required by paragraph (a) above and in compliance with the Operator’s covenant and agreement thereunder, at its own cost and expenseunless prohibited by Applicable Law, the Operator, for the account of the Trust, from time to time will promptly replace all necessary and useful Parts of whatever nature, the replacement of which shall be required in accordance with Prudent Industry Practice, which may from time to time be incorporated or installed in or attached to the Facility and which may from time to time fail to function in accordance with their intended use, or become worn out, destroyed, damaged beyond repair, lost, stolen, destroyed, seizedcondemned, confiscated, damaged beyond repair stolen or rendered unfit or beyond economical repair (BER) for use seized for any reasonreason whatsoever. The Trust hereby authorizes the Operator to order Parts for the Facility in the name of the Trust; provided, however, that the cost thereof shall be an Operation and Maintenance Expense hereunder. In addition, effective on the Commencement Date, in the ordinary course of maintenance, service, repairrepair or testing and pursuant to Prudent Industry Practice and Prudent Engineering Practice, Overhaul or testing, LESSEE the Operator may remove any Part; provided, however, that the Operator shall cause such Part provided that LESSEE replaces such to be replaced by a replacement Part as promptly as practicablepracticable and shall sell or otherwise dispose of the Part so removed and, subject to the provisions of Section 5.2(d), credit the entire amount of the net proceeds (if any) of such sale to Operation and Maintenance Expenses hereunder. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests (Liens, except Support and Operating Agreement Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) shall be in airworthy condition and of at least equivalent modelas good operating condition as the Parts replaced, service bulletin and modification status and shall have a value (measured by such Part’s contribution to the Facility’s earning power as opposed to the original cost of the Part), utility and utility useful life at least equal to the Parts replaced, assuming such replaced Parts were in at least the condition and repair required to be maintained by the terms hereof and under paragraph (ca) meet the requirements of Articles 12.3.7 or 12.3.8, as applicableabove. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for Each Part at any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will remain the property of LESSOR and subject to this Lease Facility, no matter where located, shall remain subject to the Head Lease and the User Head Lease until such time as such Parts have been Part shall be replaced by Parts (a replacement Part which have has been incorporated or installed in or attached to the Aircraft) applicable or affected portion of the Facility and which meet meets the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft as above provided, (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (c) such replacement Part will become subject to this Lease and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal applicable or affected portion of Enginesthe Facility, such replacement Part shall be deemed part of the Facility for all purposes hereof to the same extent as the Part originally incorporated or installed in the applicable or affected portion of the Facility.

Replacement of Parts. 12.4.1 LESSEE, at its own cost and expense, will promptly replace all Parts which may from time to time tine become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered unfit or beyond economical repair (BER) for use for any reason. In the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part provided that LESSEE replaces such Part as promptly as reasonably practicable. All replacement Parts will (a) be owned by LESSEE free and clear of all Security Interests (except Interests(except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) be in airworthy condition and of at least equivalent model, service bulletin and modification status and have a value and utility 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 and (c) meet have a current "serviceable tag" (an FAA Form 8130 or JAA Form 1) of the requirements of Articles 12.3.7 manufacturer or 12.3.8maintenance facility providing such items to LESSEE, as applicableindicating that such Parts are new, serviceable or Overhauled. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any With respect to replacement Parts modules in an Engine, the replacement module will also comply with not have been previously operated at a higher thrust rating than the requirements replaced module. As set forth in Article 12.2.2, LESSEE may not replace any Part in the Engines, excluding QEC and thrust reversers, with a part other than an original equipment manufacturer part (an OEM part). With respect to replacement modules in an Engine, the replacement module will not have been previously operated at a higher thrust rating than the replaced module. 12.4.2 All Parts removed from the Aircraft Airframe, any Engine or the APU will remain the property of LESSOR and subject to this Lease 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 AircraftAirframe, such Engine or the APU) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situs, situs it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft Airframe, an Engine or the APU as above provided, (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSORLESSOR and LESSOR Liens and LESSOR will, upon LESSEE's reasonable request, provide LESSEE with a bill of salx xxereto, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE free and clear of all rights of LESSEE and liens (other than LESSOR Liens) and LESSEE will, upon LESSOR's reasonable request, provide LESSOR with a bill ox xxle thereto and (c) such replacement Part will become subject to this Lease and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of EnginesAirframe, such Engine or the APU.

Replacement of Parts. 12.4.1 LESSEE, at its own cost and expense, will promptly replace all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered unfit or beyond economical repair (BER) for use for any reason. In the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part provided that LESSEE replaces such Part as promptly as reasonably practicable. All replacement Parts will (a) be owned by LESSEE free and clear of all Security Interests (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) be in airworthy condition condition, and of at least equivalent model, service bulletin and modification status and have a value and utility 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 and (c) meet have a current “serviceable tag” (an FAA Form 8130 or JAA Form 1) of the requirements of Articles 12.3.7 manufacturer or 12.3.8maintenance facility providing such items to LESSEE, as applicableindicating that such Parts are new, serviceable or Overhauled. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any With respect to replacement Parts modules in an Engine, the replacement module will also comply with not have been previously operated at a higher thrust rating than the requirements replaced module. As set forth in Article 12.2.2, LESSEE may not replace any Part in the Engines, excluding QEC and thrust reversers, with a part other than an original equipment manufacturer part (an OEM part). With respect to replacement modules in an Engine, the replacement module will not have been previously operated at a higher thrust rating than the replaced module. 12.4.2 All Parts removed from the Aircraft Airframe, any Engine or the APU will remain the property of LESSOR and subject to this Lease 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 AircraftAirframe, such Engine or the APU) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situs, situs it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft Airframe, an Engine or the APU as above provided, (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSORLESSOR and LESSOR Liens and LESSOR will, upon LESSEE’s reasonable request, provide LESSEE with a xxxx of sale thereto, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE free and clear of all rights of LESSEE and liens (other than LESSOR Liens) and LESSEE will, upon LESSOR’s reasonable request, provide LESSOR with a xxxx of sale thereto and (c) such replacement Part will become subject to this Lease and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of EnginesAirframe, such Engine or the APU.

Replacement of Parts. 12.4.1 LESSEEThe User Lessee, at its own sole cost and expense, will will, during the Lease Term, promptly replace replace, or cause any permitted sublessee to replace, all Parts which may to comply with Section 6 or that may, from time to time time, become worn out, obsolete, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason whatsoever. In addition, in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE the User Lessee or a permitted sublessee, at its sole cost and expense, may remove any Part provided Part, whether or not worn out, obsolete, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, that LESSEE replaces the User Lessee or such Part permitted sublessee, at its sole cost and expense, shall replace such Parts as promptly as practicablepracticable with replacement Parts or temporary replacement parts as provided in Section 8(c). All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests (Liens except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title Liens and clearance of all Security Interests), (b) shall be in airworthy as good operating condition as, and of at least equivalent model, service bulletin and modification status and shall have a value value, utility and utility remaining useful life at least equal to to, the Parts replaced, replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and (c) meet hereof; provided, however, that no replacement Part shall change the requirements of Articles 12.3.7 Facility such that it would not be commercially feasible for the Facility to be used by the Lessor or 12.3.8a third party other than the User Lessor, as applicable. So long as a substitution meets the requirements SublessorSublessors or any Lessee Person upon return of the Maintenance Program and Aviation AuthorityFacility pursuant to the Operative Documents. In addition, LESSEE may substitute for no replacement of any Part a part that does not meet pursuant to this Section 8(a), whether permanent or temporary, shall diminish the requirements value, utility, estimated residual value or remaining useful life of the foregoing sentence if a complying Part cannot be procured Facility [or installed within change the available ground time nature of the Aircraft and Facility from that which it was designed as soon of the Closing Date as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will remain the property of LESSOR and subject to this Lease no matter where located, until such time as such Parts same may have been replaced by Parts (which have been incorporated or installed modified in or attached to accordance with this User Lease through the Aircraft) which meet the requirements for replacement Parts specified above and title to date of such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft as above provided, (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (c) such replacement Part will become subject to this Lease and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of Enginesreplacement.]

Replacement of Parts. 12.4.1 LESSEE, at its own cost and expense, will Lessee shall promptly replace or cause to be replaced all Parts which may from time incorporated or installed in or attached to time the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit or beyond economical repair (BER) for use for any reason, except as otherwise provided in Section 8(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Lessee (or any Permitted Sublessee) may remove in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that LESSEE replaces Lessee (or any Permitted Sublessee), except as otherwise provided in Section 8(c), will replace such Part Parts as promptly as practicable. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests Liens (except for Permitted LiensLiens and except in the case of replacement property temporarily installed on an emergency basis) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) shall be in airworthy condition and of at least equivalent model, service bulletin and modification status and have a value and utility 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 and (c) meet the requirements of Articles 12.3.7 or 12.3.8hereof. Except as otherwise provided in Section 8(c), as applicable. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will Airframe or any Engine shall remain the property of LESSOR and subject to this Lease Lessor no matter where located, located until such time as such Parts have been it is replaced by Parts (which have been a part incorporated or installed in or attached to the Aircraft) which meet Airframe or such Engine that meets the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Part becoming incorporated, incorporated or installed in or attached to the Aircraft Airframe or any Engine as above providedprovided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (ai) title to the removed such replacement Part will shall thereupon vest in LESSEE, free and clear of all rights of LESSORLessor, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (cii) such replacement Part will shall become subject to this Lease and be deemed to be a Part hereunder 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 Aircraft. 12.5 Removal 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 Permitted Sublessee), free and clear of Enginesall rights of Lessor, and shall no longer be deemed a Part hereunder.

Replacement of Parts. 12.4.1 Except as otherwise provided herein, LESSEE, at its own cost and expense, will shall promptly replace all Parts which may may, from time to time, be incorporated or installed in, or attached to, the Aircraft, the Airframe or any Engine and be an accession thereto, and which may, from time to time, become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair confiscated or rendered unfit or beyond economical repair (BER) for use for any reasonunserviceable. In addition, in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part Parts, provided that LESSEE replaces shall replace such Part Parts as promptly as may be practicable. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests (Liens, except Permitted Liens) , shall meet all requirements of any kind or description (orthe Air Authority, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) shall be in airworthy as good operating condition and of at least equivalent modelas, service bulletin and modification status and have a value and utility at least equal to to, the Parts replaced, assuming such replaced Parts were maintained in the condition and repair required pursuant to be maintained by the terms hereof and (c) meet the requirements of Articles 12.3.7 or 12.3.8, as applicablethis Lease. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for All parts owned by LESSOR at any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will aircraft shall remain the property of LESSOR and subject to this Lease LESSOR, no matter where located, until such time as such Parts have been shall be replaced by Parts (which have been incorporated or installed in in, or attached to the Aircraft) to, such Aircraft and which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Part Parts becoming incorporated, incorporated or installed in or attached to the Aircraft as above provided, and without further act: (a1) title to the removed Part will thereupon shall vest in LESSEE, free and clear of all rights of LESSOR, LESSOR and LESSOR Liens; (b2) title to the replacement Part will thereupon Parts shall vest in LESSOR LESSOR, free and clear of all rights of LESSEE and third parties, including, but not limited to, LESSEE; and (c3) such replacement Part will Parts shall become subject to this Lease and shall be deemed part of the Aircraft into which such Parts were incorporated or with respect to be a Part hereunder which such Parts were required, for all purposes hereof to the same extent as the Parts originally incorporated or installed in in, or attached or related to the such Aircraft. 12.5 Removal of Engines.

Replacement of Parts. 12.4.1 LESSEE(i) In the event that any Part which may from time to time be incorporated or installed in or attached to any Vehicle becomes at any time worn out, damaged or permanently rendered unfit for use for any reason whatsoever (other than as a result of a Complete Casualty), the Grantor, at its own cost and expense, will promptly replace all Parts which may from time replace, or cause to time become be replaced, such Part with a replacement Part (a "Replacement Part") in accordance with the Grantor's customary practices, but in any event subject to Section 6(b) hereof. In addition, the Grantor may, at its own cost and expense, remove in the ordinary course of maintenance, service, re pair, overhaul or testing, any Part, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reason. In the ordinary course of maintenance, service, repair, Overhaul or testing, LESSEE may remove any Part use; provided that LESSEE replaces the Grantor will, at its own cost and expense, replace such Part with a Replacement Part as promptly as practicableis commercially reasonable. All replacement Parts will (a) Each Replacement Part shall be owned by LESSEE free and clear of all Security Interests Liens (except other than Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) shall be in airworthy as good operating condition as, and of at least equivalent model, service bulletin and modification status and shall have a value and utility at least equal to to, the Parts Part which it replaced, assuming assum ing such replaced Parts Part and the Vehicle from which it was taken were in the condition and repair required to be maintained main tained by the terms hereof and (cof Section 6(b) meet the requirements of Articles 12.3.7 or 12.3.8, as applicable. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2hereof. 12.4.2 All Parts (ii) Any Part at any time removed from the Aircraft will any Vehicle shall remain the property of LESSOR and subject to this Lease Agreement, no matter where located, until such time as such Parts have been Part shall be replaced by Parts (a Part which have has been incorporated or installed in or attached to the Aircraft) such Vehicle and which meet meets the requirements for replacement Parts a Replacement Part specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsin Section 6(c)(i) hereof. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Replacement Part becoming incorporated, incorporated or installed in or attached to the Aircraft any such Vehicle as above providedpro vided, without further act: (aA) title to the removed Part will thereupon vest in LESSEE, free replaced part (the "Replaced Part") shall be released from the security interest created by this Agreement and clear shall no longer be a part of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE Collateral and (cB) such replacement Replacement Part will shall become subject to this Lease Agreement, and the security interest created hereunder, and shall be deemed to be a Part hereunder part of such Vehicle for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to such Vehicle on the Aircraft. 12.5 Removal date such Vehicle became subject to this Agreement. (iii) Upon the satisfaction of Enginesthe conditions specified in Section 6(c)(ii) hereof, and the Replacement Part becoming subject to this Agreement and the security interest created hereunder, CNF shall execute and deliver to the Grantor such documents as may be reasonably necessary to release the Replaced Part from the terms and scope of this Agreement, in such form as may be reasonably requested by the Grantor, and in such form and substance satisfactory to CNF, all at the expense of the Grantor.

Replacement of Parts. 12.4.1 LESSEEExcept as otherwise provided herein, Lessee, at its own cost and expense, will promptly replace (or cause to be replaced) all Parts which may that are from time to time incorporated or installed in or attached to the Airframe or any Engine, and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered unfit or beyond economical repair (BER) for use for any reason. In reason whatsoever; provided, that, except as otherwise provided herein, Lessee will replace or cause the ordinary course replacement of maintenance, service, repair, Overhaul or testing, LESSEE may remove any Part provided that LESSEE replaces such Part Parts as promptly as practicable. All replacement Parts will (a) shall be owned by LESSEE serviceable and approved under the Maintenance Program for use on the Airframe or Engines and shall be free and clear of all Security Interests Liens, except for Permitted Liens and pooling arrangements to the extent permitted by § C below, and shall be in good operating condition and (except Permitted Liensin the case of replacement property installed on the basis of temporary operational exigencies) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) be in airworthy condition and of at least equivalent model, service bulletin and modification status and have a value and utility at least equal to not less than the value and utility of the Parts replaced, replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and (c) meet the requirements of Articles 12.3.7 or 12.3.8under this Lease). Except as otherwise provided herein, as applicable. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for all Parts at any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will Airframe or any Engine shall remain the property of LESSOR and subject to this Lease Lessor, no matter where located, until such time as such Parts have been they are replaced by Parts (which that have been incorporated or installed in or attached to the Aircraft) which Airframe or Engine, as the case may be, and that meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately upon any As soon as a replacement Part becoming incorporated, is incorporated or installed in or attached to the Aircraft Airframe or *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC Engine as above provided, without further act, (a1) title to the removed replaced Part will thereupon shall vest in LESSEELessee (or if a Permitted Sublease is then in effect, in the Permitted Sublessee), in “as-is, where-is” condition, free and clear of all Lessor Liens attributable to Lessor or Owner Participant, and all rights of LESSORLessor, and the replaced Part shall no longer be deemed a Part hereunder, (b2) title to the such replacement Part will thereupon shall vest in LESSOR free Lessor, subject only to Permitted Liens and clear pooling arrangements to the extent permitted by § C below, and except in the case of all rights of LESSEE replacement property temporarily installed on an emergency basis, and (c3) such replacement Part will shall become subject to this Lease and be deemed to be a Part hereunder 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. 12.5 Removal of Engines.

Replacement of Parts. 12.4.1 LESSEE, at its own cost and expense, The Company will 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 Airframe or any Engine and that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit or beyond economical repair (BER) for use for any reasonreason whatsoever, except as otherwise provided in Section 3.4(c) or if the Airframe or an Engine to which a Part relates has suffered a Total Loss. In addition, the Company or any Permitted Lessee may remove in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that LESSEE replaces the Company, except as otherwise provided in Section 3.4(c), will replace such Part Parts (or cause such Parts to be replaced) as promptly as practicable. All replacement Parts will parts (aother than Excluded Equipment) (“Replacement Parts”) shall be owned by LESSEE free and clear of all Security Interests Liens (except for Permitted LiensLiens and except in the case of replacement property temporarily installed on an emergency basis (“Emergency Parts”)) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) be in airworthy condition and of at least equivalent model, service bulletin and modification status and shall have a value and utility at least equal (but in any event without regard to hours or cycles (except with respect to landing gear (taken as an entire unit and not as to constituent parts thereof) and any auxiliary power unit (taken as an entire unit and not as to constituent parts thereof), which shall take into account hours and cycles)) to the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and (c) meet the requirements of Articles 12.3.7 or 12.3.8hereof. Except as otherwise provided in Section 3.4(c), as applicable. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for all Parts at any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will Airframe or any Engine shall remain the property of LESSOR and subject to the Lien of this Lease Security Agreement no matter where located, located until such time as such Parts have been shall be replaced by Parts (which parts that have been incorporated or installed in or attached to the Aircraft) which Airframe or such Engine and that meet the requirements for replacement Replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Replacement Part becoming incorporated, incorporated or installed in or attached to the Aircraft Airframe or any Engine as above providedprovided (except in the case of Emergency Parts), without further act, (ai) title to the removed replaced Part will shall thereupon vest in LESSEE, be free and clear of all rights of LESSOR, the Security Trustee and of the Lien of this Security Agreement and shall no longer be deemed a Part hereunder and (bii) title such Replacement Part shall become a Part subject to the replacement Part will thereupon vest in LESSOR free and clear Lien of all rights of LESSEE and (c) such replacement Part will become subject to this Lease Security Agreement and be deemed to be a Part hereunder 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 AircraftAirframe or such Engine. 12.5 Removal Upon request of Enginesthe Company from time to time, and at the Company’s cost and expense, the Security Trustee shall execute and deliver to the Company such instrument supplied to it by the Company releasing any such released Part from the Lien of this Security Agreement. Any Emergency Part shall be replaced by the Company or any Permitted Lessee as promptly as practicable with a part that will be a Part satisfying the requirements for a Replacement Part set forth above.

Replacement of Parts. 12.4.1 LESSEE, at its own cost and expense, will promptly replace all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered unfit or beyond economical repair (BER) for use for any reason. In the ordinary course of maintenance, service, repair, Overhaul or testing, LESSEE may remove any Part provided that LESSEE replaces such Part as promptly as practicable. All replacement Parts will (ai) be owned by LESSEE free and clear of all Security Interests (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (bii) be in airworthy condition and of at least equivalent model, service bulletin and modification status and have a value and utility 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 and (ciii) meet the requirements of Articles 12.3.7 or 12.3.8, as applicable. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable having due regard to LESSEE’S operations, the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will remain the property of LESSOR and subject to this Lease 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 Aircraft) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft as above provided, (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (c) such replacement Part will become subject to this Lease and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of Engines.that

Replacement of Parts. 12.4.1 LESSEE, at its own cost and expense, will -------------------- promptly replace all Parts which that may from time to time be incorporated or installed in or attached to an Engine and that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason whatsoever. In addition, LESSEE may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided that LESSEE replaces will, at its own cost and expense, replace such Part Parts as promptly as practicablepossible. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests Liens (except Permitted LiensLiens and pooling arrangements permitted by Section 6(c)) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) shall be in airworthy as good operating ------------ condition as, in similar modification and of at least equivalent model, service bulletin accomplishment status as, shall be fully interchangeable as to form, fit and modification status function and shall have a value and utility at least equal to to, the Parts replaced, replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and (c) meet the requirements of Articles 12.3.7 or 12.3.8, as applicablehereof). So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts at any time removed from the Aircraft will any Engine shall remain the property of LESSOR and subject to this Lease Lease, no matter where located, until such time as such Parts have been shall be replaced by Parts (which that have been incorporated or installed in or attached to the Aircraft) which such Engine and that meet the requirements for replacement replaced Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Part becoming incorporated, incorporated or installed in or attached to the Aircraft an Engine as above provided, without further act, (ai) title to the removed replaced Part will thereupon shall there upon vest in LESSEE, free and clear of all rights of LESSORLESSOR 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(c), (bii) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (c) such replacement Part will 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(c)) and (iii) such replacement Part shall be deemed to be a Part hereunder part of such Engine for ----- all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of Enginessuch Engine.

Replacement of Parts. 12.4.1 LESSEELessee, at its own cost and expense, will promptly replace or cause to be replaced by the Approved Maintenance Provider, or applicable vendor of the same, all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason whatsoever. In addition, in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove Lessee may, at its own cost and expense, cause to be removed any Part Parts, whether or not worn out, destroyed, damaged beyond repair or permanently rendered unfit for use, provided that LESSEE replaces Lessee shall immediately replace such Part as promptly as practicableParts, at its own cost and expense. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests (except Permitted Liens) of any kind or description (or, if not owned other than Liens permitted by LESSEESection 14 hereof, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) shall be in airworthy condition and of at least equivalent model, service bulletin and the same modification status and service bulletin accomplishment status, shall be interchangeable as to form, fit and function, and subject to Section 16 hereof, shall have been overhauled, repaired and inspected by an FAA approved agency and shall bear FAA acceptable tags, and shall be in as good an operating condition as, and have a value value, utility and utility remaining useful life at least equal to to, the Parts replaced, replaced (assuming such replaced Parts were in the condition and repair in which they were required to be maintained by the terms hereof hereof) and (c) meet the requirements of Articles 12.3.7 or 12.3.8all historical records relating to such replacement Parts shall be maintained by Lessee in English, as applicable. So long as a substitution meets and in compliance with the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying PartFAA. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts which are at any time removed from the Aircraft will shall remain the property of LESSOR Lessor and subject to this Lease Lease, no matter where located, until such time as such Parts have been shall be replaced by Parts (which have been incorporated or installed in or attached to the Aircraft) Aircraft and which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Part becoming incorporated, incorporated or installed in or attached to the Aircraft as above provided, (ai) title to the removed Part will shall thereupon vest in LESSEELessee, free and clear of all rights of LESSORLessor, (bii) title to the such replacement Part will shall thereupon vest solely in LESSOR free and clear of all rights of LESSEE Lessor, and (ciii) such replacement Part will shall become subject to this Lease and be deemed to be a Part hereunder for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of EnginesPart which it has replaced.

Replacement of Parts. 12.4.1 Except as otherwise provided herein, LESSEE, at its own cost and expense, will shall promptly replace all Parts which may may, from time to time, be incorporated or installed in, or attached to, the Aircraft, the Airframe or any Engine and be an accession thereto, and which may, from time to time, become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair confiscated or rendered unfit or beyond economical repair (BER) for use for any reasonunserviceable. In addition, in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part Parts, provided that LESSEE replaces shall replace such Part Parts as promptly as may be practicable. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests (Liens, except Permitted Liens) , shall meet all requirements of any kind or description (orFAR Part 121, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) shall be in airworthy as good operating condition and of at least equivalent modelas, service bulletin and modification status and have a value and utility at least equal to to, the Parts replaced, assuming such replaced Parts were maintained in the condition and repair required pursuant to be maintained by the terms hereof and (c) meet the requirements of Articles 12.3.7 or 12.3.8, as applicablethis Lease. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts owned by LESSOR at any time removed from the Aircraft will shall remain the property of LESSOR and subject to this Lease LESSOR, no matter where located, until such time as such Parts have been shall be replaced by Parts (which have been incorporated or installed in in, or attached to the Aircraft) to, such Aircraft and which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Part Parts becoming incorporated, incorporated or installed in or attached to the Aircraft as above provided, and without further act: (a1) title to the removed Part will thereupon shall vest in LESSEE, free and clear of all rights of LESSOR, ; (b2) title to the replacement Part will thereupon Parts shall vest in LESSOR LESSOR, free and clear of all rights of LESSEE and third parties, including, but not limited to, LESSEE; and (c3) such replacement Part will Parts shall become subject to this Lease and shall be deemed part of the Aircraft into which such Parts were incorporated or with respect to be a Part hereunder which such Parts were required, for all purposes hereof to the same extent as the Parts originally incorporated or installed in in, or attached or related to the such Aircraft. 12.5 Removal of Engines.

Replacement of Parts. 12.4.1 LESSEELessee, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason whatsoever, except as otherwise provided in paragraph (c) of this Section 8 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Lessee (or any Sublessee) may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, PROVIDED that Lessee (or any Sublessee), except as otherwise provided that LESSEE replaces in paragraph (c) of this Section 8, will, at its own cost and expense, replace such Part Parts as promptly as practicable. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests Liens (except for Permitted Liens) of any kind or description (or, if not owned Liens and pooling arrangements to the extent permitted by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), paragraph (b) of this Section 8 and except in the case of replacement property temporarily installed on an emergency basis) and shall be in airworthy as good operating condition as, and of at least equivalent model, service bulletin and modification status and shall have a value and utility at least equal to to, the Parts replaced, replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and hereof. Except as otherwise provided in paragraph (c) meet the requirements of Articles 12.3.7 or 12.3.8this Section 8, as applicable. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for all Parts at any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will Airframe or any Engine shall remain the property of LESSOR and subject to this Lease Lessor, no matter where located, until such time as such Parts have been 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 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 Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft as above provided, (a) title to the removed Part will shall thereupon vest in LESSEE, free and clear of all rights of LESSORLessor, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (cii) such replacement Part will shall become subject to this Lease and be deemed to be a Part hereunder 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 Aircraft. 12.5 Removal 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 Enginesall rights of Lessor, and shall no longer be deemed a Part hereunder.

Replacement of Parts. 12.4.1 LESSEELessee, at its own cost and expense, promptly will promptly replace or cause to be replaced all Parts, including any such Parts removed from the Airframe or any Engine which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason whatsoever, except as otherwise provided in PARAGRAPH (b) or (c) of this SECTION 8. In addition, at its cost and expense, Lessee may, and may permit a Permitted Sublessee (or any maintenance provider for the Aircraft) to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE or as may remove be required or, in Lessee's reasonable opinion, advisable, in contemplation of the return of the Aircraft to Lessor in accordance with this Lease, any Part Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; PROVIDED that Lessee will, except as otherwise provided that LESSEE replaces herein, at its cost and expense, replace, or cause to be replaced, such Part Parts as promptly as practicable. All replacement Parts will parts (aother than replacement parts temporarily installed on the Airframe or Engine as provided in SECTION 8(b) hereof) shall be owned by LESSEE free and clear of all Security Interests Liens (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) and shall be in airworthy condition as good an operating condition, and of at least equivalent model, service bulletin and modification status and shall have a value and utility at least equal to to, the Parts 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 (ccycles remaining until overhaul) meet and will not, when installed, cause the requirements of Articles 12.3.7 or 12.3.8, as applicable. So long as a substitution meets the requirements useful life of the Maintenance Program and Aviation Authority, LESSEE may substitute for Airframe or any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot Engines to be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Partdiminished. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts at any time removed from the Aircraft will Airframe or any Engine shall remain the property of LESSOR and subject to this Lease Lessor, no matter where located, until such time as such Parts have been shall be replaced by Parts (parts which have been meet the requirements for replacement parts specified above. Upon any replacement part becoming incorporated or installed in or attached to the Aircraft) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situsAirframe or any Engine, it is the intent of LESSOR and LESSEE that without further act (subject only to Permitted Liens and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft as above providedarrangement permitted by SECTION 8(b) hereof), (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (ci) such replacement Part will part shall become the property of Lessor and shall become subject to this Lease and be deemed to be a Part hereunder for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal Airframe or such Engine and (ii) the replaced Part shall no longer be the property of EnginesLessor and shall no longer be deemed a Part hereunder, or under this Lease and title to such replaced Part shall vest in Lessee as provided in this Lease.

Replacement of Parts. 12.4.1 LESSEEBorrower, at its own cost and expense, will promptly replace or cause to be replaced all Parts which that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reason. In the ordinary course of maintenancereason whatsoever, service, repair, Overhaul or testing, LESSEE may remove any Part except as otherwise provided that LESSEE replaces such Part as promptly as practicablein Section 4.01(c)(iii) hereof. All replacement Parts will (a) parts shall be owned by LESSEE Borrower free and clear of all Security Interests Liens (except Permitted Liens, pooling arrangements permitted by Section 4.01(c)(ii) hereof and replacement Parts temporarily installed on an emergency basis which are replaced as promptly as practicable thereafter in accordance with the terms of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title this Section 4.01(c)) and clearance of all Security Interests), (b) shall be in airworthy as good operating condition as, and of at least equivalent model, service bulletin and modification status and shall have a value value, economic useful life and utility at least equal to or greater than, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and (c) meet the requirements of Articles 12.3.7 or 12.3.8, as applicablehereof. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts (other than Obsolete Parts) at any time removed from the Aircraft will Airframe shall remain the property of LESSOR and subject to this Lease the Lien of the Mortgage, no matter where located, until such time as such Parts have been shall be replaced by Parts (which have been parts that meet the requirements for replacement parts specified above. Immediately upon any replacement part becoming incorporated or installed in or attached to the Aircraft) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situsAirframe or any Engine, it is the intent of LESSOR and LESSEE that without further act (subject only to Permitted Liens and immediately upon any pooling arrangement permitted by Section 4.01(c)(ii) hereof and except replacement Part becoming incorporated, parts temporarily installed or attached to on an emergency basis which are replaced as promptly as practicable thereafter in accordance with the Aircraft as above providedterms of this Section 4.01(c)), (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (ci) such replacement Part will part shall become subject to this Lease the Lien of the Mortgage and shall be deemed to be a Part hereunder for all purposes hereof to the same extent as the Parts each Part originally incorporated or installed in or attached to the Aircraft. 12.5 Removal Airframe or such Engine and (ii) the replaced Part shall no longer be subject to the Lien of Enginesthe Mortgage and shall no longer be deemed a Part hereunder.

Replacement of Parts. 12.4.1 LESSEEThe Borrower, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reason. In the ordinary course of maintenancereason whatsoever, service, repair, Overhaul or testing, LESSEE may remove any Part except as otherwise provided that LESSEE replaces such Part as promptly as practicablein Section 4.03. All replacement Parts will (aother than replacement parts temporarily installed as provided in Section 4.02) shall be owned by LESSEE free and clear of all Security Interests Liens (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) and shall be in airworthy condition as good an operating condition, and of at least equivalent model, service bulletin and modification status and shall have a value and utility at least substantially equal to or greater than, the Parts replaced, replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and (c) meet the requirements of Articles 12.3.7 or 12.3.8, as applicablethis Security Agreement. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts at any time removed from the Aircraft will Airframe or any Engine shall remain the property of LESSOR the Borrower and subject to this Lease Security Agreement, no matter where located, until such time as such Parts have been shall be replaced by Parts (parts which have been incorporated in or installed in or attached to the Airframe or Engine and meet the requirements for replacement Parts specified above. Upon any replacement part becoming incorporated or installed in or attached to the Aircraft) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situsAirframe or any Engine, it is the intent of LESSOR and LESSEE that without further act (subject only to Permitted Liens and immediately upon except for any replacement Part becoming incorporated, installed arrangement or attached to the Aircraft as above providedtemporary installation permitted by Section 4.02), (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (ci) such replacement Part will part shall become subject to this Lease Security Agreement covering the Airframe or Engine and be deemed to be a Part hereunder for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of EnginesAirframe or Engine and (ii) the replaced Part shall no longer be deemed a Part under the Security Agreement.

Replacement of Parts. 12.4.1 LESSEELessee, at its own cost and expense, will promptly replace all Parts which may from time to time become worn outunserviceable, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit or beyond economical repair (BER) for use for any reasonreason whatsoever. In addition, in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE Lessee may at its own cost and expense remove any Part Parts, whether or not unserviceable, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that LESSEE replaces Lessee shall replace such Part Parts as promptly as practicablepracticable and in any event within sixty (60) days after removal. All replacement Parts will (a) parts shall be owned by LESSEE free and clear of all Security Interests (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title Liens and clearance of all Security Interests), (b) shall be in airworthy as good operating condition as, and of at least equivalent modelshall have a value, service bulletin and utility, modification status and have a value and utility useful life at least equal to to, the Parts replaced, assuming such replaced Parts were in the condition and repair and had the value, utility, modification status and useful life required to be maintained by the terms hereof Additionally, all replacement parts shall have a current valid "serviceable tag" of the manufacturer or maintenance repair facility providing such parts to Lessee, identifying the manufacturer, vendor, part number, make, model and (c) meet the requirements of Articles 12.3.7 or 12.3.8serial number, as applicablewell as the accumulated hours or cycles and whether such parts are new, serviceable or overhauled. So long as a substitution meets No replacement part shall have less hours and cycles remaining thereon until refurbishment or replacement than the requirements of the Maintenance Program and Aviation Authority, LESSEE Part to be replaced. Lessee may substitute for temporarily replace any Part that has become unserviceable, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use with a part that does not meet the requirements of the foregoing sentence this paragraph if a complying Part part cannot be procured or installed obtained within the available ground time of the Aircraft and as soon as practicable Aircraft, provided the noncomplying original Part is re-installed or the non-complying part is removed and replaced by a complying Partpart as soon as practicable and in any event within 60 days or, if earlier, on the expiration or earlier termination of the Term. Any replacement Parts will also comply with Except as provided in the requirements set forth in Article 12.2.2. 12.4.2 preceding sentence, Lessee shall ensure that no part that is a life-limited part shall be installed on the Airframe or any Engine after the Delivery Date unless such part is new or Lessee complete certified, back-to-birth records. All Parts at any time removed from the Aircraft will Aircraft, Airframe or any Engine shall remain the property of LESSOR and subject to this Lease Lessor, no matter where located, until such time as such Parts have been shall be replaced by Parts (parts which have been paid for by Lessee and incorporated or installed in or attached to the Aircraft) which meet , Airframe or such Engine in compliance with the requirements for replacement Parts parts specified herein. Immediately upon any replacement part becoming incorporated or installed in or attached to the Aircraft, Airframe or an Engine as above and provided, without further act: (i) title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft as above provided, (a) title to the removed Part will part shall thereupon vest in LESSEE, free and clear of all rights of LESSORLessor, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (cii) such replacement Part will part shall become subject to this Lease and be deemed to be a Part hereunder part of the Aircraft, Airframe or such Engine, as the case may be, for all purposes hereof to the same extent as the Parts Part originally incorporated or installed in or attached to the Aircraft. 12.5 Removal , Airframe or such Engine, and (iii) title to the removed Part shall thereupon vest in Lessee, free and clear of Enginesall rights of Lessor and the Participants (and persons lawfully claiming through Lessor or the Participants), and shall no longer be deemed a Part hereunder.

Replacement of Parts. 12.4.1 LESSEESo long as a Spare Engine is subject to the Lien of this Spare Engine Security Agreement, the Grantor, at its own cost and expense, will shall promptly replace all Parts which that may from time to time be incorporated or installed in or attached to such Spare Engine and that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit or beyond economical repair (BER) for use for any reasonreason whatsoever, except as otherwise provided in Section 6.03(c) or if such Spare Engine to which a Part relates has suffered an Event of Loss. In addition, the Grantor, at its own expense, may remove in the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that LESSEE replaces the Grantor, except as otherwise provided in Section 6.03(c), at its own expense, will replace such Part Parts as promptly as practicable. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests Liens (except for Permitted LiensLiens and except in the case of replacement property temporarily installed on an emergency basis) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) be in airworthy condition and of at least equivalent model, service bulletin and modification status and shall have a value and utility 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 and (c) meet the requirements of Articles 12.3.7 or 12.3.8hereof. Except as otherwise provided in Section 6.03(c), as applicable. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for all Parts at any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts removed from the Aircraft will such Spare Engine shall remain the property of LESSOR and subject to the Lien of this Lease Spare Engine Security Agreement no matter where located, located until such time as such Parts have been shall be replaced by Parts (which parts that have been incorporated or installed in or attached to the Aircraft) which such Spare Engine and that meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situsabove. To the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of LESSOR and LESSEE that without further act and immediately Immediately upon any replacement Part becoming incorporated, incorporated or installed in or attached to the Aircraft such Spare Engine as above providedprovided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (ai) title to the removed replaced Part will shall thereupon vest in LESSEE, be free and clear of all rights the Lien of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free this Spare Engine Security Agreement and clear of all rights and interests of LESSEE the Trustee (and the other beneficiaries hereof) and shall no longer be deemed a Part hereunder and (cii) such replacement Part will shall become subject to the Lien of this Lease Spare Engine Security Agreement and be deemed to be a Part hereunder of such Spare Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to such Spare Engine. Upon request of the Aircraft. 12.5 Removal Grantor from time to time, the Trustee shall execute and deliver to the Grantor an appropriate instrument confirming the release of Enginesany such replaced Part from the Lien of this Spare Engine Security Agreement.

Replacement of Parts. 12.4.1 LESSEE, at its own cost and expense, will promptly replace all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered unfit or beyond economical repair (BER) for use for any reason. In the ordinary course of maintenance, service, repair, Overhaul overhaul or testing, LESSEE may remove any Part provided that LESSEE replaces such Part as promptly as reasonably practicable. All replacement Parts will (a) be owned by LESSEE free and clear of all Security Interests (except Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) be in airworthy condition condition, and of at least equivalent model, service bulletin and modification status and have a value and utility 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 and (c) meet have a current "serviceable tag" (an FAA Form 8130 or JAA Form 1) of the requirements of Articles 12.3.7 manufacturer or 12.3.8maintenance facility providing such items to LESSEE, as applicableindicating that such Parts are new, serviceable or Overhauled. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable the noncomplying part is removed and replaced by a complying Part. Any With respect to replacement Parts modules in an Engine, the replacement module will also comply with not have been previously operated at a higher thrust rating than the requirements replaced module. As set forth in Article 12.2.2, LESSEE may not replace any Part in the Engines, excluding QEC and thrust reversers, with a part other than an original equipment manufacturer part (an OEM part). With respect to replacement modules in an Engine, the replacement module will not have been previously operated at a higher thrust rating than the replaced module. 12.4.2 All Parts removed from the Aircraft Airframe, any Engine or the APU will remain the property of LESSOR and subject to this Lease 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 AircraftAirframe, such Engine or the APU) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situs, situs it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft Airframe, an Engine or the APU as above provided, (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSORLESSOR and LESSOR Liens and LESSOR will, upon LESSEE's reasonable request, provide LESSEE with a xxxx of sale thereto, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE free and clear of all rights of LESSEE and liens (other than LESSOR Liens) and LESSEE will, upon LESSOR's reasonable request, provide LESSOR with a xxxx of sale thereto and (c) such replacement Part will become subject to this Lease and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Aircraft. 12.5 Removal of EnginesAirframe, such Engine or the APU.

Replacement of Parts. 12.4.1 LESSEE, at its own cost and expense, will Each Grantor shall promptly replace or cause to be replaced all Parts Parts, which may from time to time become worn out, lost, stolen, destroyed, 187 seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, each Grantor may remove or may cause to be 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 the Grantor will replace or beyond economical repair (BER) for use for any reason. In the ordinary course of maintenance, service, repair, Overhaul or testing, LESSEE may remove any Part provided that LESSEE replaces will cause to be replaced such Part Parts as promptly as practicablepossible. All replacement Parts will (a) shall be owned by LESSEE free and clear of all Security Interests Liens (except other than Permitted Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR such title and clearance of all Security Interests), (b) shall be in airworthy as good operating condition as, and of at least equivalent model, service bulletin and modification status and shall have a value and utility at least equal to to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof and (c) hereof; provided, however, that each 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 the such requirements of Articles 12.3.7 or 12.3.8, as applicable. So long as a substitution meets the requirements of the Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that does not meet the requirements of the foregoing sentence if a complying Part cannot be procured or installed within the available ground time of the Aircraft and as soon as practicable reasonably possible and in any event within ninety (90) days from the noncomplying part is removed and replaced by a complying Partdate of installation of such temporary replacement Parts. Any replacement Parts will also comply with the requirements set forth in Article 12.2.2. 12.4.2 All Parts at any time removed from the any Aircraft will or Engine shall remain the property of LESSOR and subject to the Lien created under this Lease Security Agreement no matter where located, until such time as such Parts have been shall be replaced by Parts (which have been incorporated in such Aircraft or 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 Aircraft) which meet the requirements for replacement Parts specified above and title to such replacement Parts has passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent permitted by the Laws of the State of Registration and the lex situsany Aircraft or Engine as provided above, it is the intent of LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming incorporated, installed or attached to the Aircraft as above providedact, (a) title to the removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR, (b) title to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE and (ci) such replacement Part will shall become subject to the Lien created under this Lease Security Agreement and be deemed to be a Part hereunder part of such Aircraft or Engine for all purposes hereof to the same extent as the Parts originally incorporated in such Aircraft or installed Engine (and the Grantor shall make all filings or registrations necessary to perfect the Agent's Lien in or attached to such Part), and (ii) the Aircraft. 12.5 Removal replaced Part shall be released from the Lien of Engines.this Security Agreement and the replaced Part shall no longer be deemed a Part hereunder;