Common use of Substitution of Engines Clause in Contracts

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days’ ' prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s 's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s 's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, the Owner shall promptly (and in any event within 15 fifteen (15) days after such occurrence) give the Mortgagee Indenture Trustee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five (5) Business Days’ prior notice to the MortgageeIndenture Trustee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 one hundred and twenty (120) days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee Indenture Trustee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s sole cost and expense, and the Mortgagee Indenture Trustee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect Subject to the Airframe has not occurredterms and conditions of this Section 4.4(e), Owner shall promptly (and in any event within 15 days after such occurrenceA) give the Mortgagee written notice of such Event of Loss. The Owner Borrower shall have the right at its option at any time, on at least 5 Business Daysten (10) days’ prior written notice to the MortgageeSecurity Agent, to substitutesubstitute for any Engine, and (B) if an Event of Loss shall have occurred with respect to an Engine occurs under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Borrower shall within 60 90 days of the occurrence of such Event of Loss substitutesubstitute for any Engine, a Replacement Engine for any Engine, free and clear of Liens (other than Permitted Liens not of record). In such event, immediately upon the effectiveness of such substitution in accordance with this Section 4.4(e) and without further act, (i1) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee Security Agent and the Lien of this Trust Indenture Mortgage and shall no longer be deemed an Engine hereunder and hereunder, (ii2) such Replacement Engine shall become subject to this Trust Indenture Mortgage and be deemed part of the Aircraft for all purposes hereof to the same extent as was the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be being replaced thereby, or an improved modelmodel (but in any event the same model as the other Engine then subject to this Mortgage), and that is suitable for installation and use on the AirframeAirframe with the other Engine, and that has a value, utility utility, and remaining useful life (without regard to hours and and/or cycles remaining until since last overhaul) at least equal to the Engine to be being replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture)Mortgage and was in the condition required hereunder) and that such Replacement Engine shall not have more hours or cycles since new (whichever is applicable) than the Airframe and the Life Limited Parts installed thereon do not have on average a higher collective number of cycles since new than the Life Limited Parts of the Engine being replaced and (3) has all necessary Aircraft Documents required by and maintained in conformity with the applicable regulations of the FAA or other Aviation Authority then having jurisdiction over the Aircraft. The Owner’s right to make a replacement hereunder In connection with any such substitution, Borrower shall be subject required to the fulfillment (which may be simultaneous with such replacement) of fulfill the following conditions precedent at the OwnerBorrower’s sole cost and expense, and the Mortgagee agrees to Security Agent shall cooperate reasonably with the Owner to the extent necessary Borrower to enable it Borrower timely to timely satisfy such conditions:

Substitution of Engines. Upon So long as no Specified Default shall have occurred and be continuing, the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly Lessee (and in any event within 15 days after such occurrenceor a Permitted Sublessee) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days’ 30 days' prior notice to the MortgageeLessor and the Owner Participant, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe has not occurredAirframe, shall within 60 90 days of the occurrence of such Event of Loss and on at least five days' prior notice to the Lessor substitute, a Replacement Engine for any EngineEngine not then installed or held for use on the Airframe. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) title to the Replacement Engine shall thereupon vest in the Lessor free and clear of all Liens (other than Permitted Liens), (ii) title to the replaced Engine shall thereupon be vest in the Lessee (or its designee), in "as-is, where-is" condition, free and clear of all rights of the Mortgagee Lessor and the Lien of this Trust Indenture any Lessor's Liens and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to this Trust Indenture Lease and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe. Upon the substitution of a Replacement Engine, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent shall be satisfied at the Owner’s Lessee's sole cost and expense, expense and the Mortgagee agrees parties agree to cooperate with the Owner Lessee to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five Business Days’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer or another manufacturer that is the same model as the Engine to be replaced thereby, or an a comparable or improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaulcycles) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon So long as no Specified Default shall have occurred and be continuing, the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly Lessee (and in any event within 15 days after such occurrenceor a Permitted Sublessee) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days’ 30 days' prior notice to the MortgageeLessor, the Owner Participant and the Indenture Trustee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe has not occurredAirframe, shall within 60 90 days of the occurrence of such Event of Loss and on at least five days' prior notice to the Lessor substitute, a Replacement Engine for any EngineEngine not then installed or held for use on the Airframe. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) title to the Replacement Engine shall thereupon vest in the Lessor free and clear of all Liens (other than Permitted Liens), (ii) title to the replaced Engine shall thereupon be vest in the Lessee (or its designee), in "as-is, where-is" condition, free and clear of all rights of the Mortgagee Lessor and the Lien of this Trust Indenture Trustee and any Lessor's Liens and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to this Trust Indenture Lease and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe. Upon the substitution of a Replacement Engine, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent shall be satisfied at the Owner’s Lessee's sole cost and expense, expense and the Mortgagee agrees parties agree to cooperate with the Owner Lessee to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the related Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five Business Days’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the related Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture Mortgage and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture Mortgage and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by the Engine Manufacturer manufacturer or another manufacturer that is the same model as the Engine to be replaced thereby, or an a comparable or improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaulcycles, in the case of (x) a replacement in relation to an Event of Loss or (y) a Replacement Engine that is subject to an Engine Maintenance Agreement that complies with the requirement(s) set forth in Section 2.02(d)(2) and under which payment of reserves by or on behalf of the Owner is current, and otherwise taking into account such hours and cycles) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust IndentureMortgage). The Owner’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days’ Days prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 90 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s 's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s 's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any timetime while a Default or Event of Default shall not have occurred and be continuing (or otherwise with the written consent of the Mortgagee), on at least 5 ten Business Days’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 90 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture free and clear of all Liens (other than Permitted Liens) and be deemed part of the Aircraft an “Engine” for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on model of such engine of the Airframemanufacturer thereof, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaulthe next regular maintenance check) at least equal to to, and be in as good operating condition and repair as, the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s right to make a replacement substitution hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions: the following documents shall have been duly authorized, executed and delivered (and filed, if applicable) by the respective party or parties thereto, and an executed counterpart of each shall have been delivered to the Mortgagee:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect Subject to the Airframe has not occurredterms and conditions of this Section 4.4(e), Owner shall promptly (and in any event within 15 days after such occurrenceA) give the Mortgagee written notice of such Event of Loss. The Owner Borrower shall have the right at its option at any timetime for operational or fleet management purposes and so long as no Special Default or Event of Default shall exist, on at least 5 five (5) Business Days’ prior notice to the Mortgagee, to substitutesubstitute for any Engine, and (B) if an Event of Loss shall have occurred with respect to an Engine occurs under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Borrower shall within 60 90 days of the occurrence of such Event of Loss substitutesubstitute for such Engine, a Replacement Engine for any Engine, free and clear of Liens (other than Permitted Liens not of record). In such event, immediately upon the effectiveness of such substitution and without further act, (i1) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture Mortgage and shall no longer be deemed an Engine hereunder hereunder, and (ii2) such Replacement Engine shall become subject to this Trust Indenture Mortgage and be deemed part of the Aircraft for all purposes hereof to the same extent as was the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that was placed into service after October 22, 1994 and that is the same model as the Engine to be being replaced thereby, or an improved modelmodel (but in any event the same model as the other Engine then subject to this Mortgage), and that is suitable for installation and use on the Airframe, and that has a value, utility utility, and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal similar to the Engine to be being replaced thereby (assuming that such Engine had been maintained in accordance with this Trust IndentureMortgage and was in the condition required hereunder). The Owner’s right to make a replacement hereunder In connection with any such substitution, Borrower shall be subject required to the fulfillment (which may be simultaneous with such replacement) of fulfill the following conditions precedent at the OwnerBorrower’s sole cost and expense, and the Mortgagee agrees to shall cooperate reasonably with the Owner to the extent necessary Borrower to enable it Borrower timely to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an any Engine under circumstances in which an such Event of Loss has not occurred with respect to the Airframe has not occurredassociated Airframe, Owner the Company shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee Collateral Agent written notice of such Event of Loss. The Owner Whether or not an Event of Loss with respect to any Engine has occurred, the Company shall have the right at its option at any timetime so long as no Event of Default is continuing, on at least 5 five Business Days’ prior notice to the MortgageeCollateral Agent, to substitute, and if an Event of Loss shall have occurred with respect to an any Engine under circumstances in which an Event of Loss has not occurred with respect to the Airframe has not occurredassociated Airframe, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee Collateral Agent and the Lien of this Trust Indenture the Mortgage and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to the Mortgage and this Trust Indenture and be deemed part of the Aircraft Agreement for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine (i) shall be an engine manufactured by the Engine Manufacturer that is of the Engine being replaced, (ii) shall be of the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframeassociated Airframe and is compatible with the other Engine, and that has (iii) shall have a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaulcycles) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture)Agreement) and (iv) at the time of substitution, shall be free and clear of all Liens except Permitted Liens. The OwnerCompany’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the OwnerCompany’s sole cost and expense, and the Mortgagee Collateral Agent agrees to cooperate with the Owner Company to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to (I) an Engine under circumstances in which an Event of Loss with respect to the an Airframe has not occurredoccurred or (II) a Spare Engine, Owner the Company shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee Collateral Agent written notice of such Event of Loss. The Owner Company shall have the right at its option at any time, on at least 5 five (5) Business Days’ prior notice to the MortgageeCollateral Agent, to substitute, and if an Event of Loss shall have occurred with respect to (I) an Engine under circumstances in which an Event of Loss with respect to the an Airframe has not occurredoccurred or (II) a Spare Engine, shall shall, but subject to Section 2.15 of the Indenture, within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine or Spare Engine, as the case may be. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine or Spare Engine, as the case may be, shall thereupon be free and clear of all rights of the Mortgagee Collateral Agent and the Lien of this Trust Indenture C Mortgage and shall no longer be deemed an Engine or Spare Engine, as the case may be, hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture C Mortgage free and clear of all Liens (other than Permitted Liens) and be deemed part of an “Engine” or “Spare Engine” as the Aircraft case may be, for all purposes hereof to the same extent as the replaced Engine or Spare Engine, as the case may be. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine Engine, or Spare Engine, as the case may be, to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframerelevant Airframe (in the case of an Engine), and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to to, and be in as good operating condition and repair as, the Engine Engine, or Spare Engine, as the case may be, to be replaced thereby (assuming that such Engine or Spare Engine had been maintained in accordance with this Trust IndentureC Mortgage). The OwnerCompany’s right to make a replacement substitution hereunder shall be subject to (x) the satisfaction of each of the requirements set forth in Section 4.11 of the Indenture, including, without limitation, each requirement for a Replacement Engine to be Collateral and each of the requirements of Section 4.11(a)(v) and (y) the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the OwnerCompany’s sole cost and expense, and the Mortgagee Collateral Agent agrees to cooperate with the Owner Company to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner Borrower shall have the right at its option at any time, on at least 5 Business Days’ prior notice to the MortgageeAdministrative Agent, to substitutesubstitute an Additional Engine for any Engine (including, and if an Event so elected by Borrower, in satisfaction of Loss shall have occurred with respect any applicable obligations in relation to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine). Such Replacement Additional Engine shall be an engine manufactured by the Manufacturer of the Engine Manufacturer to be replaced thereby that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust IndentureMortgage (and, as applicable, had not suffered such Event of Loss), which value and utility shall be established by an Appraisal or officer’s certificate delivered pursuant to Section 3.05(c)(vi), or otherwise by way of a certificate of a qualified aircraft engineer (who may be an employee of the Borrower) certifying as to such value and utility (which shall be deemed to satisfy any Appraisal requirement in connection with such Additional Engine so becoming Collateral in connection with such substitution; provided, that, until an Appraisal is obtained for such Additional Engine, it shall be deemed to have the same Appraised Value as the Engine replaced thereby). The OwnerBorrower’s right to make a replacement substitution hereunder shall be subject to the fulfillment (which may be simultaneous with such replacementsubstitution) of the following conditions precedent set forth in Section 3.05(c) (as modified pursuant to this Section 3.05(f)) at the OwnerBorrower’s sole cost and expense. Immediately upon the satisfaction of such conditions and without further act, (i) the replaced Engine shall thereupon be released from and be free and clear of all rights of the Administrative Agent and the Mortgagee agrees Lien of this Mortgage and shall no longer be deemed an Engine hereunder and (ii) such Additional Engine shall become subject to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:this Mortgage. Mortgage and Security Agreement

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five Business Days’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer or another manufacturer that is the same model as the Engine to be replaced thereby, or an a comparable or TRUST INDENTURE 22-1 (A and B) 34 improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaulcycles) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an any Engine under circumstances in which an such Event of Loss has not occurred with respect to the Airframe has not occurredAirframe, Owner the Company shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee Collateral Agent written notice of such Event of Loss. The Owner Whether or not an Event of Loss with respect to any Engine has occurred, the Company shall have the right at its option at any timetime so long as no Special Default or Event of Default is continuing, on at least 5 Business Days’ prior notice to the MortgageeCollateral Agent, to substitute, and if an Event of Loss shall have occurred with respect to an any Engine under circumstances in which an Event of Loss has not occurred with respect to the Airframe has not occurredAirframe, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee Collateral Agent and the Lien of this Trust Indenture Mortgage and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft Mortgage for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine (i) shall be an engine manufactured by the Engine Manufacturer that is of the Engine being replaced, (ii) shall be of the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the AirframeAirframe and is compatible with the other Engine, and that has (iii) shall have a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture)Mortgage) and (iv) at the time of substitution, shall be free and clear of all Liens except Permitted Liens. The OwnerCompany’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the OwnerCompany’s sole cost and expense, and the Mortgagee Collateral Agent agrees to cooperate with the Owner Company to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days’ ' prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee OWNED AIRCRAFT INDENTURE 29 508 and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s 's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s 's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five (5) Business Days’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 120 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture free and clear of all Liens (other than Permitted Liens) and be deemed part of the Aircraft an “Engine” for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an [Trust Indenture and Mortgage (NXXXUA)] improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to to, and be in as good operating condition and repair as, the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s right to make a replacement substitution hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on [Trust Indenture and Mortgage (NXXXUA)] at least 5 five (5) Business Days’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 120 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture free and clear of all Liens (other than Permitted Liens) and be deemed part of the Aircraft an “Engine” for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to to, and be in as good operating condition and repair as, the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s right to make a replacement substitution hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under in circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days’ ' prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under in circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s 's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s 's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of If an Event of Loss with respect to an Engine occurs under circumstances in which an no Event of Loss with respect to the Airframe has not occurredoccurs, Owner shall promptly (and in any event within 15 days after such occurrence) give the notify Mortgagee written notice of such Event of Loss. The Loss Owner shall have the right at its option at any time, on at least 5 five Business Days’ ' prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine occurs under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine, free and clear of Liens (other than Permitted Liens not of record). In such event, immediately upon the effectiveness of such substitution and without further act, (i1) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture Mortgage and shall no longer be deemed an Engine hereunder hereunder, and (ii2) such Replacement Engine shall become subject to this Trust Indenture Mortgage and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved modelmodel (but in any event the same model as the other Engine then subject to this Mortgage), and that is suitable for installation and use on the Airframe, and that has a value, utility utility, and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust IndentureMortgage). The Owner’s 's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s 's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it timely to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an So long as no Default or Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner Default shall have occurred and be continuing, the right at its option Lessee may at any time, on at least 5 Business Daystime upon thirty (30) days’ prior written notice to the MortgageeLessor, duly convey or cause to substitute, and if an Event of Loss shall have occurred with respect be conveyed to the Lessor as a substitute for an Engine under circumstances in which an Event of Loss with respect title to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such eventhaving a value, immediately upon the effectiveness of such substitution remaining useful life and without further actutility at least equal to, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part in as good operating condition and state of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as maintenance as, the Engine to be replaced thereby, assuming such Engine was of the value and utility and in the condition and repair as required by the terms hereof; provided that, all engines installed on any Airframe shall be of the same manufacturer and the same or an improved modelmodel to the Engines, free and that is suitable for installation clear of all Liens (other than Permitted Liens). Prior to or at the time of any such conveyance, the Lessee, at its own expense, will (i) furnish or cause to be furnished to the Lessor a xxxx of sale in favor of the Lessor (with full warranty of title), in form and use on substance reasonably satisfactory to the AirframeLessor with respect to such Replacement Engine, (ii) cause a Lease Supplement, in form and that has substance reasonably satisfactory to the Lessor subjecting such Replacement Engine to this Lease to be duly executed by the Lessee and, to the extent necessary, recorded pursuant to the Applicable Laws of the Government of Registry and pursuant to the Cape Town Convention, (iii) furnish the Lessor with such evidence of compliance with the insurance provisions of Section 10 with respect to such Replacement Engine as any of them may reasonably request and such other certifications and opinions of counsel as the Lessor may reasonably request, (iv) furnish the Lessor with a certificate reasonably satisfactory to the Lessor certifying as to the value, utility and remaining useful life operating condition and state of maintenance of such engine, (without regard to hours and cycles remaining until overhaulv) at least equal cause amendments to the Local Mortgage, in form and substance reasonably satisfactory to the Lessor subjecting such Replacement Engine to the Local Mortgage to be replaced thereby duly executed by the Lessor and, to the extent necessary, recorded pursuant to the Applicable Laws of the Government of Registry and the Cape Town Convention, (assuming that vi) furnish a legal opinion of counsel reasonably acceptable to the Lessor regarding the perfection of the Existing Lien and the Lien of the Local Mortgage with respect to such Replacement Engine, in form and substance reasonably satisfactory to the Lessor and (vii) affix a nameplate on such Replacement Engine had been maintained in accordance with this Trust IndentureSection 8(e). The Owner’s right Upon full compliance by the Lessee with the terms of this Section 7(l), the Lessor will transfer or cause to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent transferred, at the OwnerLessee’s sole cost and expense, to or upon the order of the Lessee on an “as-is, where-is” basis without recourse or warranty (except the absence of the Lessor Liens attributable to it) all of the Lessor’s right, title and interest, if any, in and to each replaced Engine with respect to which such substitution occurred by an appropriate instrument, signed by the Mortgagee agrees to cooperate with the Owner to the extent Lessor, releasing such Engine from any manufacturer’s or repairer’s warranties relating thereto and will take such other action as may be necessary to enable it effect such transfer. For all purposes hereof, each such Replacement Engine shall, after such conveyance, be deemed part of the property leased hereunder, shall be deemed an “Engine” as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereby. No substitution with respect to timely satisfy such conditions:an Engine under the circumstances contemplated by the terms of this Section 7(l) shall result in any reduction of Rent.

Substitution of Engines. Upon (i) So long as no Specified Default shall have occurred and be continuing, the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly Lessee (and in any event within 15 days after such occurrenceor a Permitted Sublessee) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days’ 30 days' prior written notice to the MortgageeLessor, the Owner Participant and the Indenture Trustee, to substitute, and (ii) if an Event of Loss shall have occurred with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe has not occurredAirframe, shall within 60 90 days of the occurrence of such Event of Loss and on at least five days' prior written notice to the Lessor substitute, a Replacement Engine for any EngineEngine (or in the case of clause (ii), for the Engine suffering an Event of Loss). In the case of a substitution for an Engine other than due to the occurrence of an Event of Loss, the Engine replaced shall not then be installed or held for use on the Airframe. In such event, immediately upon the effectiveness fulfillment of the conditions precedent described in this Section 7(e) on the date set forth in such substitution notice and without further act, (i) title to the Replacement Engine shall thereupon vest in the Lessor free and clear of all Liens (other than Permitted Liens), (ii) title to the replaced Engine shall thereupon be vest in the Lessee (or its designee), in "as-is, where- is" condition, free and clear of all rights of the Mortgagee Lessor and the Lien of this Trust Indenture Trustee and any Lessor's Liens and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to this Trust Indenture Lease and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal . Prior to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s right to make substitution of a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of Replacement Engine, the following conditions precedent shall be satisfied at the Owner’s Lessee's sole cost and expense, expense and the Mortgagee agrees parties agree to reasonably cooperate with the Owner Lessee to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an So long as no Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurredDefault shall have occurred and be continuing, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner Grantor shall have the right at its option at any time, on at least 5 Business Days30 days’ prior notice to the MortgageeAgent, to substitutesubject to the Lien of this Security Agreement, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe has not occurredany Airframe, shall within 60 days of the occurrence of such Event of Loss substituteand on at least five (5) Business Days’ prior notice to Agent shall subject to the Lien of this Security Agreement, a Replacement Engine for any EngineEngine not then installed or held for use on such Airframe. In such event, immediately upon the effectiveness of thereof on the date set forth in such substitution notice and without further act, (i) the replaced Replacement Engine shall thereupon be subjected to the Lien of this Security Agreement free and clear of all rights other Liens (other than Permitted Liens), and there shall have been registered with the International Registry a sale to Grantor of such Replacement Engine and the Mortgagee International Interest for the benefit of Agent under this Security Agreement and the Security Agreement Supplement referred to in clause (i)(A) below, (ii) the replaced Engine shall, at the expense and request of Grantor, be released from the Lien of this Trust Indenture Security Agreement and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine originally installed on or attached to such Airframe. Upon the substitution of a Replacement Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent shall be satisfied at the OwnerGrantor’s sole cost and expense, expense and the Mortgagee agrees parties agree to cooperate with the Owner Grantor to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five Business Days’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 120 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer or another manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be TRUST INDENTURE 2020-1 replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five Business Days’ ' prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s 's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following applicable conditions precedent set forth in Section 4.05(c) at the Owner’s 's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:.

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 120 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five (5) Business Days’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 120 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture free [Trust Indenture and Mortgage (NXXXUA)] and clear of all Liens (other than Permitted Liens) and be deemed part of the Aircraft an “Engine” for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to to, and be in as good operating condition and repair as, the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s right to make a replacement substitution hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:

Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five Business Days’ ' prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s 's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following applicable conditions precedent set forth in Section 4.05(c) at the Owner’s 's sole 2002 EETC - Mortgage (Owned) (10) cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:.