Common use of Substitution of Aircraft Clause in Contracts

Substitution of Aircraft. Company shall have the right at its option at any time and from time to time, on at least 10 Business Days’ prior written notice to Loan Trustee, to substitute one or more Substitute Aircraft, free and clear of all Liens (other than Permitted Liens), for the Aircraft so long as (i) no Event of Default shall have occurred and be continuing at the time of substitution, (ii) Company shall have obtained a written confirmation from each of the Rating Agencies to the effect that such substitution would not result in (x) a reduction of the rating for any class of Pass Through Certificates then rated by such Rating Agency below the then current rating for such class of Pass Through Certificates or (y) a withdrawal or suspension of the rating of any class of Pass Through Certificates then rated by such Rating Agency, (iii) with respect to each Substitute Aircraft, the airframe constituting a part of such Substitute Aircraft has a date of manufacture no earlier than one year prior to the date of manufacture of the Airframe subject to the Lien of this Indenture on the Closing Date (each such date of manufacture, in each case, to be deemed to be the date of original delivery of the applicable airframe to a customer by the applicable airframe manufacturer) and (iv) such Substitute Aircraft has (or, in the case of more than one Substitute Aircraft, collectively have) an aggregate MCMV (as defined below) at least equal to the MCMV of the Aircraft being replaced by such Substitute Aircraft (assuming that the Aircraft had been maintained in accordance with this Indenture), in each case as determined by a desktop appraisal dated as of a date within the 60-day period prior to the substitution performed by an Appraiser selected by Company. “MCMV”, with respect to the Aircraft and any Substitute Aircraft, is the “current market value” (as defined by the International Society of Transport Aircraft Trading or any successor organization) adjusted for the maintenance status of the Aircraft and such Substitute Aircraft, as applicable, such maintenance status to be based upon maintenance data provided by Company to the applicable Appraiser with respect to the Aircraft and such Substitute Aircraft as of the same date within the 60-day period prior to the substitution for each of the Aircraft and such Substitute Aircraft. Prior to the effectiveness of any such substitution pursuant to this Section 7.04(f), (A) if a single Substitute Aircraft is being substituted for the Aircraft, Company shall prepare amendments to this Indenture in order to make the reasonably necessary changes arising from such substitution and (B) if more than one Substitute Aircraft is being substituted for the Aircraft, Company shall (1) prepare amendments to this Indenture in order to make the reasonably necessary changes to substitute the Aircraft with one of such Substitute Aircraft, (2) prepare separate financing agreements substantially in the form of the Operative Documents with respect to each other Substitute Aircraft and (3) reallocate the principal amount of the Equipment Notes relating to the Aircraft among the Substitute Aircraft pro rata based on the MCMV of each Substitute Aircraft or on such other basis among each Substitute Aircraft determined in a manner consistent with, and as would preserve the aggregate amortization profile of, the Equipment Notes relating to the Aircraft. Prior to or at the time of any substitution under this Section 7.04(f), with respect to the airframe and each engine constituting any Substitute Aircraft, Company shall comply with the terms of Section 7.04(d) or Section 7.04(e), as applicable, of this Indenture (or the other financing agreements substantially in the form of the Operative Documents to which such Substitute Aircraft shall be subject) with respect thereto; provided, however, notwithstanding anything to the contrary in any such Section 7.04(d) or Section 7.04(e), except as provided in the first paragraph of this Section 7.04(f), there shall be no requirement (or requirement to provide any certificate) that any airframe or any engine have a certain value or utility.

Substitution of Aircraft. Company shall have the right at its option at any time and from time to time, on at least 10 ten Business Days’ prior written notice to Loan Trustee, to substitute one or more Substitute Aircraft, free and clear of all Liens (other than Permitted Liens), for the Aircraft so long as (i) no Event of Default shall have occurred and be continuing at the time of substitution, (ii) Company shall have obtained a written confirmation from each of the Rating Agencies to the effect that such substitution would not result in (x) a reduction of the rating for any class of Pass Through Certificates then rated by such Rating Agency below the then current rating for such class of Pass Through Certificates or (y) a withdrawal or suspension of the rating of any class of Pass Through Certificates then rated by such Rating Agency, (iii) with respect to each Substitute Aircraft, the airframe constituting a part of such Substitute Aircraft has a date of manufacture no earlier than one year prior to the date of manufacture of the Airframe subject to the Lien of this Indenture on the Closing Date (each such date of manufacture, in each case, to be deemed to be the date of original delivery of the applicable airframe to a customer by the applicable airframe manufacturer) and (iv) such Substitute Aircraft has (or, in the case of more than one Substitute Aircraft, collectively have) an aggregate MCMV (as defined below) at least equal to the MCMV of the Aircraft being replaced by such Substitute Aircraft (assuming that the Aircraft had been maintained in accordance with this Indenture), in each case as determined by a desktop appraisal dated as of a date within the 60-day period prior to the substitution performed by an Appraiser selected by Company. “MCMV”, with respect to the Aircraft and any Substitute Aircraft, is the “current market value” (as defined by the International Society of Transport Aircraft Trading or any successor organization) adjusted for the maintenance status of the Aircraft and such Substitute Aircraft, as applicable, such maintenance status to be based upon maintenance data provided by Company to the applicable Appraiser with respect to the Aircraft and such Substitute Aircraft as of the same date within the 60-day period prior to the substitution for each of the Aircraft and such Substitute Aircraft. Prior to the effectiveness of any such substitution pursuant to this Section 7.04(f), (A) if a single Substitute Aircraft is being substituted for the Aircraft, Company shall prepare amendments to this Indenture in order to make the reasonably necessary changes arising from such substitution and (B) if more than one Substitute Aircraft is being substituted for the Aircraft, Company shall (1) prepare amendments to this Indenture in order to make the reasonably necessary changes to substitute the Aircraft with one of such Substitute Aircraft, (2) prepare separate financing agreements substantially in the form of the Operative Documents with respect to each other Substitute Aircraft and (3) reallocate the principal amount of the Equipment Notes relating to the Aircraft among the Substitute Aircraft pro rata based on the MCMV of each Substitute Aircraft or on such other basis among each Substitute Aircraft determined in a manner consistent with, and as would preserve the aggregate amortization profile of, the Equipment Notes relating to the Aircraft. Prior to or at the time of any substitution under this Section 7.04(f), with respect to the airframe and each engine constituting any Substitute Aircraft, Company shall comply with the terms of Section 7.04(d) or Section 7.04(e), as applicable, of this Indenture (or the other financing agreements substantially in the form of the Operative Documents to which such Substitute Aircraft shall be subject) with respect thereto; provided, however, notwithstanding anything to the contrary in any such Section 7.04(d) or Section 7.04(e), except as provided in the first paragraph of this Section 7.04(f), there shall be no requirement (or requirement to provide any certificate) that any airframe or any engine have a certain value or utility.

Substitution of Aircraft. The Company shall have the right at its option at any time and from time to time, on at least 10 5 Business Days’ prior written notice to the Loan Trustee, to substitute one or more Substitute Aircraft, free and clear of all Liens (other than Permitted Liens), for the Aircraft so long as (i) no Event of Default shall have occurred and be continuing at the time of substitution, (ii) the Company shall have obtained a written confirmation from each of the Rating Agencies to the effect that such substitution would not result in (x) a reduction of the rating for any class of Pass Through Certificates then rated by such Rating Agency below the then current rating for such class of Pass Through Certificates or (y) a withdrawal or suspension of the rating of any class of Pass Through Certificates then rated by such Rating Agency, (iii) with respect to each Substitute Aircraft, the airframe constituting a part of such Substitute Aircraft has a date of manufacture no earlier than one year prior to the date of manufacture of the Airframe subject to the Lien of this Indenture on the Closing Date (each such date of manufacture, in each case, to be deemed to be the date of original delivery of the applicable airframe to a customer by the applicable airframe manufacturer) and (iv) such Substitute Aircraft has (or, in the case of more than one Substitute Aircraft, collectively have) an aggregate MCMV (as defined below) at least equal to the MCMV of the Aircraft being replaced by such Substitute Aircraft (assuming that the Aircraft had been maintained in accordance with this Indenture), in each case as determined by a desktop appraisal dated as of a date within the 60-day period prior to the substitution performed by an Appraiser selected by the Company. “MCMV”, with respect to the Aircraft and any Substitute Aircraft, is the “current market value” (as defined by the International Society of Transport Aircraft Trading or any successor organization) adjusted for the maintenance status of the Aircraft and such Substitute Aircraft, as applicable, such maintenance status to be based upon maintenance data provided by the Company to the applicable Appraiser with respect to the Aircraft and such Substitute Aircraft as of the same date within the 60-day period prior to the substitution for each of the Aircraft and such Substitute Aircraft. Prior to the effectiveness of any such substitution pursuant to this Section 7.04(f), (A) if a single Substitute Aircraft is being substituted for the Aircraft, the Company shall prepare amendments to this Indenture in order to make the reasonably necessary changes arising from such substitution and (B) if more than one Substitute Aircraft is being substituted for the Aircraft, the Company shall (1) prepare amendments to this Indenture in order to make the reasonably necessary changes to substitute the Aircraft with one of such Substitute Aircraft, (2) prepare separate financing agreements substantially in the form of the Operative Documents with respect to each other Substitute Aircraft and (3) reallocate the principal amount of the Equipment Notes relating to the Aircraft among the Substitute Aircraft pro rata based on the MCMV of each Substitute Aircraft or on such other basis among each Substitute Aircraft determined in a manner consistent with, and as would preserve the aggregate amortization profile of, the Equipment Notes relating to the Aircraft. 66 Indenture and Security Agreement (American Airlines 2021-1 EETC) [Reg. No.] Prior to or at the time of any substitution under this Section 7.04(f), with respect to the airframe and each engine constituting any Substitute Aircraft, the Company shall comply with the terms of Section 7.04(d) or Section 7.04(e), as applicable, of this Indenture (or the other financing agreements substantially in the form of the Operative Documents to which such Substitute Aircraft shall be subject) with respect thereto; provided, however, notwithstanding anything to the contrary in any such Section 7.04(d) or Section 7.04(e), except as provided in the first paragraph of this Section 7.04(f), there shall be no requirement (or requirement to provide any certificate) that any airframe or any engine have a certain value or utility.

Substitution of Aircraft. Company shall have 10.7.1 If a Total Loss of an Aircraft occurs or the right at its option at any time and from time relevant Lessee otherwise wishes to timesubstitute an Aircraft for the purposes of the Transaction Documents (in each case, on at least 10 Business Days’ prior written the Existing Aircraft), that Lessee may, by notice to Loan Trusteethe ECA Agent, request permission to substitute one or more Substitute Aircraft, free and clear of all Liens (other than Permitted Liens), for the Existing Aircraft so long as (i) no Event of Default shall have occurred and be continuing at the time of substitution, (ii) Company shall have obtained a written confirmation from each another Airbus aircraft of the Rating Agencies to same type or in the effect that such substitution would not result in same family of aircraft as the Existing Aircraft (x) a reduction the Replacement Aircraft). The notice shall provide details of the rating for age from delivery by the Manufacturer and number of block hours since the last Heavy Maintenance Check of the proposed Replacement Aircraft. The National Agents shall consider any class of Pass Through Certificates then rated by such Rating Agency below request in good faith, in accordance with the then current rating for such class of Pass Through Certificates or (y) a withdrawal or suspension practice of the rating Export Credit Agencies in relation to the substitution of any class aircraft, and shall inform that Lessee within twenty one (21) Banking Days of Pass Through Certificates then rated by such Rating Agencythe receipt of that notice as to whether the proposed substitution has been approved and, (iii) with respect to each Substitute Aircraftif approved, the airframe constituting terms upon which that Replacement Aircraft shall be substituted for the Existing Aircraft. The parties to this Agreement acknowledge that the current practice of the Export Credit Agencies is that Export Credit Agency-supported Airbus aircraft may only be substituted in Export Credit Agency-supported facilities by new Airbus aircraft of the same type or in the same family of aircraft as the Existing Aircraft and that any such substitution is, in any event, subject to the approval of the Export Credit Agencies. 10.7.2 Following a part request by the relevant Lessee for the substitution of such Substitute an Aircraft has in accordance with clause 10.7.1 following a date Total Loss of manufacture no earlier than one year that Aircraft and if the Total Loss Proceeds for that Total Loss have been paid to the Security Trustee either: (a) prior to the date of manufacture ECA Agent informing that Lessee of the Airframe National Agents’ decision as to that substitution; or (b) if the National Agents have approved the substitution of the Existing Aircraft, prior to the actual substitution of the Existing Aircraft by a Replacement Aircraft, an amount of the Total Loss Proceeds for that Total Loss equal to the Required Insurance Value (Retained Proceeds) shall remain in the relevant Proceeds Account pending completion of the substitution (and assuming, in the case of 10.7.2(a), that the substitution will be approved) for up to one hundred and eighty (180) days or such other period of time as shall then reflect the then current practice of the Export Credit Agencies as notified to the relevant National Agent by the relevant Export Credit Agencies. If the Existing Aircraft is then substituted by the Replacement Aircraft in accordance with the approval and terms given or specified pursuant to clause 10.7.1, the Retained Proceeds (together with accrued interest thereon for the period whilst held in the relevant Proceeds Account at the rate agreed between the Security Trustee and that Lessee) shall, subject to the Lien proviso to this clause 10.7.2, be returned to that Lessee. Notwithstanding anything to the contrary herein or in any other Transaction Document, the Obligors agree and acknowledge that the relevant Lessee shall continue to be obliged to pay Rent under and in accordance with the relevant Lease and the relevant Borrower shall continue to be obliged to make all payments of this Indenture on principal and interest falling due under the Closing Date (each such date of manufacturerelevant Loan Agreements, in each case, to be deemed to be for the date of original delivery of the applicable airframe to a customer by the applicable airframe manufacturer) and (iv) such Substitute Aircraft has (or, in the case of more than one Substitute Existing Aircraft, collectively haveunless and until either (i) an aggregate MCMV (as defined below) at least equal the substitution has been completed, from which time the relevant Lessee shall be obliged to the MCMV of the Aircraft being replaced by such Substitute Aircraft (assuming that the Aircraft had been maintained pay Rent under and in accordance with this Indenture)the relevant Lease and the relevant Borrower shall be obliged to make all payments of principal and interest falling due under the relevant Loan Agreements, in each case as determined by a desktop appraisal dated as case, for the Replacement Aircraft in place of a date within the 60-day period Existing Aircraft, or (ii) the Retained Proceeds have pursuant thereto been applied in accordance with clause 13.4. Provided however that, if at any time prior to the actual substitution performed of the Existing Aircraft by an Appraiser selected by Company. “MCMV”, with respect to the Aircraft and any Substitute a Replacement Aircraft, a Lease Termination Event shall occur and be continuing, the foregoing provisions of this clause 10.7 shall cease to be of any further application and the Retained Proceeds shall be applied in accordance with clause 13.7. 10.7.3 If at any time the relevant Lessee withdraws its request for substitution following a Total Loss or such request is rejected or such substitution has not been completed within one hundred and eighty (180) days of the “current market value” submission of the relevant request (or such other period as defined by the International Society of Transport Aircraft Trading or any successor organization) adjusted parties may agree), then, as soon as reasonably practicable thereafter, the Retained Proceeds (together with accrued interest thereon for the maintenance status period whilst held in the relevant Proceeds Account at the rate agreed between the Security Trustee and that Lessee) shall be applied in accordance with clause 13.4, and the other provisions of this Agreement and the Aircraft and such Substitute AircraftTransaction Documents relating to a Total Loss shall be implemented, as applicable, such maintenance status disregarding for this purpose any reference therein to be based upon maintenance data provided by Company to the applicable Appraiser with respect to the Aircraft and such Substitute Aircraft as of the same date within the 60-day period prior to the substitution for each of the Aircraft and such Substitute Aircraft. Prior to the effectiveness of any such substitution pursuant to this Section 7.04(f), (A) if a single Substitute Aircraft is being substituted for the Aircraft, Company shall prepare amendments to this Indenture in order to make the reasonably necessary changes arising from such substitution and (B) if more than one Substitute Aircraft is being substituted for the Aircraft, Company shall (1) prepare amendments to this Indenture in order to make the reasonably necessary changes to substitute the Aircraft with one of such Substitute Aircraft, (2) prepare separate financing agreements substantially in the form of the Operative Documents with respect to each other Substitute Aircraft and (3) reallocate the principal amount of the Equipment Notes relating to the Aircraft among the Substitute Aircraft pro rata based on the MCMV of each Substitute Aircraft or on such other basis among each Substitute Aircraft determined in a manner consistent with, and as would preserve the aggregate amortization profile of, the Equipment Notes relating to the Aircraft. Prior to or at the time of any substitution under this Section 7.04(f), with respect to the airframe and each engine constituting any Substitute Aircraft, Company shall comply with the terms of Section 7.04(d) or Section 7.04(e), as applicable, of this Indenture (or the other financing agreements substantially in the form of the Operative Documents to which such Substitute Aircraft shall be subject) with respect thereto; provided, however, notwithstanding anything to the contrary in any such Section 7.04(d) or Section 7.04(e), except as provided in the first paragraph of this Section 7.04(f), there shall be no requirement (or requirement to provide any certificate) that any airframe or any engine have a certain value or utilitysubstitution.

Substitution of Aircraft. Company So long as no Event of Default shall have occurred and be continuing, the Owner shall have the right at its option at any time and from time to time, on at least 10 ten (10) Business Days’ prior written notice to Loan Trusteethe Mortgagee, to substitute one or more a Substitute AircraftAirframe for the Airframe, subject to the satisfaction of the following conditions: (i) the Substitute Airframe shall be free and clear of all Liens, except for Permitted Liens; (ii) on the date when the Substitute Airframe is subjected to the Lien of this Trust Indenture (such date being referred to in this Section 4.04(f) as the “Substitution Closing Date”), an executed counterpart of each of the following documents (or, in the case of the FAA xxxx of sale and full warranty xxxx of sale referred to below, a photocopy thereof) shall have been delivered to the Mortgagee: (A) a Trust Indenture Supplement covering the Substitute Airframe which shall have been duly filed for recordation pursuant to the Act or such other applicable law of such jurisdiction other than the United States in which the Substitute Airframe is to be registered in accordance with Section 4.02(d); (B) an FAA xxxx of sale (or a comparable document, if any, of another Aviation Authority, if applicable) covering the Substitute Airframe executed by the former owner thereof in favor of the Owner; (C) a full warranty (as to title) xxxx of sale, covering the Substitute Airframe executed by the former owner thereof in favor of the Owner (or, at the Owner’s option, other evidence of the Owner’s ownership of such Substitute Airframe reasonably satisfactory to the Mortgagee); and (D) Uniform Commercial Code financing statements and registrations with the International Registry (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which the Substitute Airframe may be registered in accordance with Section 4.02(d)) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Substitute Airframe; (iii) on or prior to the Substitution Closing Date, the Substitute Airframe shall not have suffered any unrepaired damage which would cost in excess of One Million Dollars ($1,000,000) to repair; (iv) if the Substitute Airframe is a different model than the Airframe being substituted, the Owner shall replace the Engines with Replacement Engines that are suitable for installation and use on the Substitute Airframe in accordance with the second, third, fourth (except as it relates to the Replacement Engine being the same model as the Engine) and fifth sentences of Section 4.04(e) above (including the conditions therein); (v) the Mortgagee (acting directly or by authorization to its special counsel) shall have received satisfactory evidence as to the compliance with Section 4.06 with respect to the Substitute Airframe; (vi) on the Substitution Closing Date (A) the Owner shall cause the Substitute Airframe to be subject to the Lien of this Trust Indenture free and clear of Liens (other than Permitted Liens), for (B) the Aircraft so long as (i) no Event of Default Substitute Airframe shall have occurred been duly certified by the FAA or other applicable Aviation Authority as to type and be continuing airworthiness in accordance with the terms of this Trust Indenture, (C) application for registration of the Substitute Airframe in accordance with Section 4.02(d) shall have been duly made with the FAA or other applicable Aviation Authority and the Owner shall have authority to operate the Substitute Airframe, and (D) the International Interest of this Trust Indenture with respect to the Substitute Airframe shall have been registered with the International Registry and, if the xxxx of sale referred to in (i)(C) above constitutes a “contract of sale” under the Cape Town Convention, such contract of sale with respect to the Substitute Airframe shall have been registered with the International Registry; and (vii) the Mortgagee at the time expense of substitutionthe Owner, (ii) Company shall have obtained a written confirmation from each received (A) an opinion of counsel to the Rating Agencies Owner, or other counsel satisfactory to the Mortgagee, addressed to the Mortgagee, to the effect that such substitution would not result in (x) a reduction of the rating for any class of Pass Through Certificates then rated by such Rating Agency below the then current rating for such class of Pass Through Certificates Substitute Airframe has or (y) a withdrawal or suspension of the rating of any class of Pass Through Certificates then rated by such Rating Agency, (iii) with respect to each Substitute Aircraft, the airframe constituting a part of such Substitute Aircraft has a date of manufacture no earlier than one year prior to the date of manufacture of the Airframe have duly been made subject to the Lien of this Indenture on the Closing Date (each such date of manufactureTrust Indenture, in each case, to and Mortgagee will be deemed to be the date of original delivery of the applicable airframe to a customer by the applicable airframe manufacturer) and (iv) such Substitute Aircraft has (or, in the case of more than one Substitute Aircraft, collectively have) an aggregate MCMV (as defined below) at least equal entitled to the MCMV benefits of the Aircraft being replaced by such Substitute Aircraft (assuming that the Aircraft had been maintained in accordance with this Indenture), in each case as determined by a desktop appraisal dated as of a date within the 60-day period prior to the substitution performed by an Appraiser selected by Company. “MCMV”, Section 1110 with respect to the Aircraft Substitute Airframe provided that such opinion with respect to Section 1110 need not be delivered to the extent that immediately prior to such substitution the benefits of Section 1110 were not, solely by reason of a change in law or court interpretation thereof, available to Mortgagee, and (B) an opinion of Owner’s aviation law counsel reasonably satisfactory to and addressed to Mortgagee as to the due registration of any such Substitute AircraftAirframe and the due filing for recordation of each Trust Indenture Supplement with respect to such Substitute Airframe under the Act or such other applicable law of the jurisdiction other than the United States in which the Substitute Airframe is to be registered in accordance with Section 4.02(d), is as the “current market value” (as defined by case may be, and the registrations with the International Society of Transport Aircraft Trading or any successor organization) adjusted for the maintenance status Registry of the Aircraft and such Substitute Aircraft, as applicable, such maintenance status to be based upon maintenance data provided by Company to the applicable Appraiser interests specified in clause (v)(D) above with respect to the Aircraft Substitute Airframe. Should the Owner have provided a Substitute Airframe as provided for above, the Mortgagee shall, at the cost and such Substitute Aircraft as expense of the same date within Owner, release from the 60-day period prior Lien of this Trust Indenture the substituted Airframe by executing and delivering to the substitution for each of Owner such documents and instruments as the Aircraft and Owner may reasonably request to evidence such Substitute Aircraft. Prior to the effectiveness of any such substitution pursuant to this Section 7.04(f), (A) if a single Substitute Aircraft is being substituted for the Aircraft, Company shall prepare amendments to this Indenture in order to make the reasonably necessary changes arising from such substitution and (B) if more than one Substitute Aircraft is being substituted for the Aircraft, Company shall (1) prepare amendments to this Indenture in order to make the reasonably necessary changes to substitute the Aircraft with one of such Substitute Aircraft, (2) prepare separate financing agreements substantially in the form of the Operative Documents with respect to each other Substitute Aircraft and (3) reallocate the principal amount of the Equipment Notes relating to the Aircraft among the Substitute Aircraft pro rata based on the MCMV of each Substitute Aircraft or on such other basis among each Substitute Aircraft determined in a manner consistent with, and as would preserve the aggregate amortization profile of, the Equipment Notes relating to the Aircraft. Prior to or at the time of any substitution under this Section 7.04(f), with respect to the airframe and each engine constituting any Substitute Aircraft, Company shall comply with the terms of Section 7.04(d) or Section 7.04(e), as applicable, of this Indenture (or the other financing agreements substantially in the form of the Operative Documents to which such Substitute Aircraft shall be subject) with respect thereto; provided, however, notwithstanding anything to the contrary in any such Section 7.04(d) or Section 7.04(e), except as provided in the first paragraph of this Section 7.04(f), there shall be no requirement (or requirement to provide any certificate) that any airframe or any engine have a certain value or utility.release.]7

Substitution of Aircraft. Company So long as no Event of Default shall have occurred and be continuing, the Owner shall have the right at its option at any time and from time to time, on at least 10 ten (10) Business Days’ prior written notice to Loan Trusteethe Mortgagee, to substitute one or more a Substitute AircraftAirframe for the Airframe, subject to the satisfaction of the following conditions: (i) the Substitute Airframe shall be free and clear of all Liens, except for Permitted Liens; (ii) on the date when the Substitute Airframe is subjected to the Lien of this Trust Indenture (such date being referred to in this Section 4.04(f) as the “Substitution Closing Date”), an executed counterpart of each of the following documents (or, in the case of the FAA xxxx of sale and full warranty xxxx of sale referred to below, a photocopy thereof) shall have been delivered to the Mortgagee: (A) a Trust Indenture Supplement covering the Substitute Airframe which shall have been duly filed for recordation pursuant to the Act or such other applicable law of such jurisdiction other than the United States in which the Substitute Airframe is to be registered in accordance with Section 4.02(d); (B) an FAA xxxx of sale (or a comparable document, if any, of another Aviation Authority, if applicable) covering the Substitute Airframe executed by the former owner thereof in favor of the Owner; (C) a full warranty (as to title) xxxx of sale, covering the Substitute Airframe executed by the former owner thereof in favor of the Owner (or, at the Owner’s option, other evidence of the Owner’s ownership of such Substitute Airframe reasonably satisfactory to the Mortgagee); and (D) Uniform Commercial Code financing statements and registrations with the International Registry (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which the Substitute Airframe may be registered in accordance with Section 4.02(d)) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Substitute Airframe; (iii) on or prior to the Substitution Closing Date, the Substitute Airframe shall not have suffered any unrepaired damage which would cost in excess of One Million Dollars ($1,000,000) to repair; (iv) if the Substitute Airframe is a different model than the Airframe being substituted, the Owner shall replace the Engines with Replacement Engines that are suitable for installation and use on the Substitute Airframe in accordance with the second, third, fourth (except as it relates to the Replacement Engine being the same model as the Engine) and fifth sentences of Section 4.04(e) above (including the conditions therein); (v) the Mortgagee (acting directly or by authorization to its special counsel) shall have received satisfactory evidence as to the compliance with Section 4.06 with respect to the Substitute Airframe; (vi) on the Substitution Closing Date (A) the Owner shall cause the Substitute Airframe to be subject to the Lien of this Trust Indenture free and clear of Liens (other than Permitted Liens), for (B) the Aircraft so long as (i) no Event of Default Substitute Airframe shall have occurred been duly certified by the FAA or other applicable Aviation Authority as to type and be continuing airworthiness in accordance with the terms of this Trust Indenture, (C) application for registration of the Substitute Airframe in accordance with Section 4.02(d) shall have been duly made with the FAA or other applicable Aviation Authority and the Owner shall have authority to operate the Substitute Airframe, and (D) the International Interest of this Trust Indenture with respect to the Substitute Airframe shall have been registered with the International Registry and, if the xxxx of sale referred to in (i)(C) above constitutes a “contract of sale” under the Cape Town Convention, such contract of sale with respect to the Substitute Airframe shall have been registered with the International Registry; and (vii) the Mortgagee at the time expense of substitutionthe Owner, (ii) Company shall have obtained a written confirmation from each received (A) an opinion of counsel to the Rating Agencies Owner, or other counsel satisfactory to the Mortgagee, addressed to the Mortgagee, to the effect that such substitution would not result in (x) a reduction of the rating for any class of Pass Through Certificates then rated by such Rating Agency below the then current rating for such class of Pass Through Certificates Substitute Airframe has or (y) a withdrawal or suspension of the rating of any class of Pass Through Certificates then rated by such Rating Agency, (iii) with respect to each Substitute Aircraft, the airframe constituting a part of such Substitute Aircraft has a date of manufacture no earlier than one year prior to the date of manufacture of the Airframe have duly been made subject to the Lien of this Indenture on the Closing Date (each such date of manufactureTrust Indenture, in each case, to and Mortgagee will be deemed to be the date of original delivery of the applicable airframe to a customer by the applicable airframe manufacturer) and (iv) such Substitute Aircraft has (or, in the case of more than one Substitute Aircraft, collectively have) an aggregate MCMV (as defined below) at least equal entitled to the MCMV benefits of the Aircraft being replaced by such Substitute Aircraft (assuming that the Aircraft had been maintained in accordance with this Indenture), in each case as determined by a desktop appraisal dated as of a date within the 60-day period prior to the substitution performed by an Appraiser selected by Company. “MCMV”, Section 1110 with respect to the Aircraft Substitute Airframe provided that such opinion with respect to Section 1110 need not be delivered to the extent that immediately prior to such substitution the benefits of Section 1110 were not, solely by reason of a change in law or court interpretation thereof, available to Mortgagee, and (B) an opinion of Owner’s aviation law counsel reasonably satisfactory to and addressed to Mortgagee as to the due registration of any such Substitute AircraftAirframe and the due filing for recordation of each Trust Indenture Supplement with respect to such Substitute Airframe under the Act or such other applicable law of the jurisdiction other than the United States in which the Substitute Airframe is to be registered in accordance with Section 4.02(d), is as the “current market value” (as defined by case may be, and the registrations with the International Society of Transport Aircraft Trading or any successor organization) adjusted for the maintenance status Registry of the Aircraft and such Substitute Aircraft, as applicable, such maintenance status to be based upon maintenance data provided by Company to the applicable Appraiser interests specified in clause (v)(D) above with respect to the Aircraft Substitute Airframe. Should the Owner have provided a Substitute Airframe as provided for above, the Mortgagee shall, at the cost and such Substitute Aircraft as expense of the same date within Owner, release from the 60-day period prior Lien of this Trust Indenture the substituted Airframe by executing and delivering to the substitution for each of Owner such documents and instruments as the Aircraft and Owner may reasonably request to evidence such Substitute Aircraft. Prior to the effectiveness of any such substitution pursuant to this Section 7.04(f), (A) if a single Substitute Aircraft is being substituted for the Aircraft, Company shall prepare amendments to this Indenture in order to make the reasonably necessary changes arising from such substitution and (B) if more than one Substitute Aircraft is being substituted for the Aircraft, Company shall (1) prepare amendments to this Indenture in order to make the reasonably necessary changes to substitute the Aircraft with one of such Substitute Aircraft, (2) prepare separate financing agreements substantially in the form of the Operative Documents with respect to each other Substitute Aircraft and (3) reallocate the principal amount of the Equipment Notes relating to the Aircraft among the Substitute Aircraft pro rata based on the MCMV of each Substitute Aircraft or on such other basis among each Substitute Aircraft determined in a manner consistent with, and as would preserve the aggregate amortization profile of, the Equipment Notes relating to the Aircraft. Prior to or at the time of any substitution under this Section 7.04(f), with respect to the airframe and each engine constituting any Substitute Aircraft, Company shall comply with the terms of Section 7.04(d) or Section 7.04(e), as applicable, of this Indenture (or the other financing agreements substantially in the form of the Operative Documents to which such Substitute Aircraft shall be subject) with respect thereto; provided, however, notwithstanding anything to the contrary in any such Section 7.04(d) or Section 7.04(e), except as provided in the first paragraph of this Section 7.04(f), there shall be no requirement (or requirement to provide any certificate) that any airframe or any engine have a certain value or utility.release.]5

Substitution of Aircraft. Company shall have 4.7.1 Subject to no Relevant Event or Termination Event having occurred and continuing, if a Total Loss or a Final Disposition occurs in respect of an Aircraft, or the right at its option at Borrower sells the shares in a Sub-Borrower, the Borrower or any time and from time to timeSub-Borrower (as the case may be) may substitute for such Aircraft or, on at least 10 Business Days’ prior written notice to Loan Trusteeas the case may be, to substitute the relevant Aircraft owned by such Sub-Borrower (the "EXISTING AIRCRAFT") one or more Substitute other Airbus aircraft (the "REPLACEMENT AIRCRAFT") (including by use of a Sub-Borrower) subject always to the provisions of this Clause 4.7. 4.7.2 The Borrower shall give the Security Trustee written notice of its intention to substitute an Existing Aircraft at least twenty (20) Business Days prior to such substitution and, upon receipt of such notice, the Security Trustee shall give a copy of it to the Lead Managers. Such notice shall specify the age of the Replacement Aircraft since delivery by the Manufacturer and whether a Sub-Borrower or an Intermediate Lessee is to be incorporated into the structure. 4.7.3 Each Replacement Aircraft shall be an Airbus aircraft of the same or different type not more than five years older than the Existing Aircraft and of at least the same fair market value (in the aggregate if more than one Replacement Aircraft are being substituted for an Existing Aircraft). If a Replacement Aircraft is one year old or less, then its fair market value will be deemed to be its Aircraft Purchase Price, and if a Replacement Aircraft is more than one year old and the Borrower and the Security Trustee (acting reasonably) are unable to agree the fair market value of such Replacement Aircraft, the Security Trustee may by written notice request the Borrower to appoint an independent aircraft appraiser to assess the fair market value of such Replacement Aircraft without reference to the amount of gross sale proceeds payable to or received by the Borrower or a Sub-Borrower (as the case may be) for the Existing Aircraft or the shares in the Sub-Borrower (as the case may be). The assessment of any such appraiser appointed by the Borrower shall be conclusive and binding on the Borrower and the Security Trustee. 4.7.4 The Borrower shall enter into or shall procure that the relevant Sub-Borrower (if any) or relevant Intermediate Lessee (if any) enters into all such documents as are required in order for the Replacement Aircraft to be an Aircraft including the Aircraft Security Documents in substitution for the Existing Aircraft and for the Loan in respect of the Existing Aircraft to relate to the Replacement Aircraft. 4.7.5 The effectiveness of the substitution of the Replacement Aircraft shall be subject to receipt by the Agent of the following conditions precedent in form and substance satisfactory to the Agent: (a) evidence satisfactory to the Security Trustee (including a legal opinion from counsel to the Lenders in the jurisdiction in which transfer of the Replacement Aircraft takes place) that the Borrower or the relevant Sub-Borrower (as the case may be) has obtained title to the Replacement Aircraft free and clear of all any Liens (other than Permitted Liens including a certified copy of a Replacement Bill xx Sale for the Replacement Aircraft, free of any Liens, other than Permitted Liens); (b) a Mortgage, for if applicable, or an alternative security satisfactory to the Aircraft so long as (i) no Event of Default shall have occurred and be continuing at Security Trustee, acting upon the time of substitution, (ii) Company shall have obtained a written confirmation from each instructions of the Rating Agencies Majority Lenders with respect to the effect that such substitution would not result Replacement Aircraft to be executed by the Borrower or the Sub-Borrower (as the case may be) and the Security Trustee; (c) the relevant legal opinions from counsel to the Lenders as provided in paragraph 4 of Part I to Schedule 6. (xd) a reduction legal opinion from counsel to the Lenders in the jurisdiction in which the Borrower or the relevant Sub-Borrower (as the case may be) is organised concerning the filing or registration and perfection in that jurisdiction of the rating for any class of Pass Through Certificates then rated by such Rating Agency below the then current rating for such class of Pass Through Certificates Mortgage (or (y) a withdrawal or suspension of the rating of any class of Pass Through Certificates then rated by such Rating Agency, (iiialternative security) with respect to each Substitute the Replacement Aircraft, the airframe constituting Charge over Shares of Sub-Borrower (if any) and any other Aircraft Security Documents which will be entered into by the Borrower and/or the relevant Sub-Borrower (if any) and the validity of the replacement Sub-Borrower Guarantee; (e) evidence of insurance having been effected in respect of the Aircraft with the Security Trustee named as a part of such Substitute Aircraft has a date of manufacture no earlier than one year prior contract party and (to the date of manufacture extent possible under AVN67B, or such other endorsement as may be applicable) loss payee; (f) if applicable, copies of the Airframe subject certificate of registration of the Replacement Aircraft and airworthiness issued by the Aviation Authority; (g) evidence that the existing Support Agreements relating to the Lien of this Indenture on the Closing Date Existing Aircraft shall have been amended or replaced to such extent (each such date of manufacture, in each case, if any) as may be necessary to be deemed to be the date of original delivery of the applicable airframe to a customer reflect its substitution by the applicable airframe manufacturerReplacement Aircraft; (h) and if a Sub-Borrower or Intermediate Lessee is introduced upon a substitution into the structure, the following documents: (i) Accession Deed (if such person has not previously acceded to the Transaction Documents); (ii) Sub-Borrower Guarantee (if applicable); (iii) Sub-Borrower Debenture (if applicable); (iv) such Substitute Aircraft has Intermediate Lessee Debenture (or, in the case of more than one Substitute Aircraft, collectively have) an aggregate MCMV (as defined below) at least equal to the MCMV of the Aircraft being replaced by such Substitute Aircraft (assuming that the Aircraft had been maintained in accordance with this Indentureif applicable), in each case as determined by a desktop appraisal dated as of a date within the 60-day period prior to the substitution performed by an Appraiser selected by Company. “MCMV”, with respect to the Aircraft and any Substitute Aircraft, is the “current market value” (as defined by the International Society of Transport Aircraft Trading or any successor organization) adjusted for the maintenance status of the Aircraft and such Substitute Aircraft, as applicable, such maintenance status to be based upon maintenance data provided by Company to the applicable Appraiser with respect to the Aircraft and such Substitute Aircraft as of the same date within the 60-day period prior to the substitution for each of the Aircraft and such Substitute Aircraft. Prior to the effectiveness of any such substitution pursuant to this Section 7.04(f), (A) if a single Substitute Aircraft is being substituted for the Aircraft, Company shall prepare amendments to this Indenture in order to make the reasonably necessary changes arising from such substitution and (B) if more than one Substitute Aircraft is being substituted for the Aircraft, Company shall (1) prepare amendments to this Indenture in order to make the reasonably necessary changes to substitute the Aircraft with one of such Substitute Aircraft, (2) prepare separate financing agreements substantially in the form of the Operative Documents with respect to each other Substitute Aircraft and (3) reallocate the principal amount of the Equipment Notes relating to the Aircraft among the Substitute Aircraft pro rata based on the MCMV of each Substitute Aircraft or on such other basis among each Substitute Aircraft determined in a manner consistent with, and as would preserve the aggregate amortization profile of, the Equipment Notes relating to the Aircraft. Prior to or at the time of any substitution under this Section 7.04(f), with respect to the airframe and each engine constituting any Substitute Aircraft, Company shall comply with the terms of Section 7.04(d) or Section 7.04(e), as applicable, of this Indenture (or the other financing agreements substantially in the form of the Operative Documents to which such Substitute Aircraft shall be subject) with respect thereto; provided, however, notwithstanding anything to the contrary in any such Section 7.04(d) or Section 7.04(e), except as provided in the first paragraph of this Section 7.04(f), there shall be no requirement (or requirement to provide any certificate) that any airframe or any engine have a certain value or utility.;