Common use of Replacement of Parts Clause in Contracts

Replacement of Parts. Company shall promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall Lessee (or, if any Permitted Sublease is then in effect, any Permitted Sublessee), shall, at its own cost and expense, promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss7.6. In addition, Company Lessee (or or, if any Permitted LesseeSublease is then in effect, any Permitted Sublessee) may may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company Lessee (or or, if any Permitted LesseeSublease is then in effect, any Permitted Sublessee), except as otherwise provided in Section 7.04(c)7.6, will will, at its own cost and expense, replace such Parts as promptly as practicable. If not obtained from an original equipment manufacturer, all Parts installed during the Term must have been repaired/overhauled by an FAA-approved repair station and be accompanied by appropriate certification and documentation to demonstrate compliance with applicable requirements. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 7.5 and except in the case of for replacement property temporarily installed on an emergency basis) and shall be in as good operating condition as, and shall have a value, utility and remaining useful life at least equal to, the Parts replaced, but in all events such replacement Parts shall be no less than in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien property of this Indenture Lessor, no matter where located located, until it is such time as such Parts have been replaced by a part Parts which have been incorporated or installed in or attached to the Airframe or such Engine that meets and which meet the requirements for replacement Parts parts specified above. Immediately upon any replacement Part part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided provided, without further act (subject only to Permitted Liens and any pooling arrangement to the extent permitted by Section 7.5 and except in the case of for replacement property temporarily installed on an emergency basis), without further act, (i) the replaced title to such replacement Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereundervest in Lessor, and (ii) such replacement Part shall become subject to the Lien of this Indenture Lease and be deemed a Part part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time , and (iii) title to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien shall thereupon vest in Lessee (or, if a Permitted Sublease is then in effect, any Permitted Sublessee), free and clear of this Indentureall Lessor Liens and rights of Lessor, and shall no longer be deemed a part hereunder.

Replacement of Parts. Company shall Except as otherwise provided herein, Lessee will promptly replace (or cause to be replaced replaced) all Parts that are from time to time incorporated or installed in or attached to the Airframe or any Engine Aircraft, and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company Lessee may remove (or permit to be removed) any Permitted Lessee) may remove Parts in the ordinary course of maintenance, service, repair, overhaul overhaul, or testing, any Parts, whether or not such Parts are worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered permanently unfit for use; provided that Company (or any Permitted Lessee)PROVIDED, that, except as otherwise provided in Section 7.04(c)herein, Lessee will replace or cause the replacement of such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (Liens, except for Permitted Liens and pooling arrangements to the extent permitted by ss. C below and shall be in good operating condition and (except in thE case of replacement property installed on the basis of operational exigencies) have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required under this Lease). Except as otherwise provided herein, all Parts at any time removed from the Aircraft shall remain the property of Lessor, no matter where located, until they are replaced by Parts that have been incorporated or installed in or attached to the Aircraft and that meet the requirements for replacement Parts specified above. As soon as a replacement Part is incorporated or installed in or attached to the Aircraft as above provided, without further act, (1) title to the replaced Part shall vest in Lessee (or if a Permitted Sublease is then in effect, in the Permitted Sublessee) free and clear of all Lessor Liens and all rights of Lessor, and the replaced Part shall no longer be deemed a Part hereunder, (2) title to such replacement Part shall vest in Lessor, subject only to Permitted Liens and pooling arrangements to the extent permitted by ss. C below and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii3) such replacement Part shall become subject to this Lease and the Lien of this Indenture Mortgage and be deemed a Part part of the Airframe or such Engine Aircraft for all purposes hereof and thereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this IndentureAircraft.

Replacement of Parts. Company shall The Company, at its own cost and expense, will promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable3.3 hereof. All replacement Parts shall be owned by the Company free and clear of all Liens (except for Permitted Liens or pooling arrangements permitted by Section 3.2 hereof and except in the case of replacement property Parts temporarily installed on an emergency basis) and shall be in as good an operating condition as and shall have a value, utility and remaining useful life substantially equal to the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except All Parts (other than Obsolete Parts, as otherwise provided defined in Section 7.04(c), 3.3 below) at any Part time removed from the any Airframe or any Engine shall remain the property of the Company and shall remain subject to the Lien of this Indenture Mortgage, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets Parts which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the any Airframe or Engine, without further act (subject only to Permitted Liens and any Engine as above provided (pooling arrangement permitted by Section 3.2 hereof and except in the case of replacement property Parts temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become the property of the Company and shall become subject to the Lien of this Indenture Mortgage and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the such Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute Engine and deliver to Company an appropriate instrument confirming (ii) the release of any such replaced Part from the Lien of this Indentureshall no longer be deemed a Part hereunder.

Replacement of Parts. Company shall Except after the occurrence of an Event of Loss, Lessee will promptly repair or replace any necessary or cause useful Part which may from time to be replaced all Parts incorporated time fail to function in accordance with its intended use, or installed in or attached to the Airframe or any Engine and that become worn out, destroyed, damaged beyond repair, lost, stolen, destroyed, seizedcondemned, confiscated, damaged beyond repair stolen or rendered permanently unfit for use seized for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul repair or testing, Lessee may remove any PartsPart, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace but Lessee shall cause such Parts Part to be replaced by a replacement Part as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in at least as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts were in at least the condition and repair required to be maintained by the terms hereofhereunder. Except as otherwise provided in Section 7.04(c), Each Part at any Part time removed from the Airframe or any Engine Facility shall remain subject to the Lien property of this Indenture Lessor, no matter where located located, until it is such time as such Part shall be replaced by a part replacement Part which has been incorporated or installed in or attached to the Airframe or such Engine that Facility and which meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)Facility, without further act, (i) title to the replaced removed Part shall thereupon vest in Lessee or such other Person as shall be designated by Lessee, free and clear of all rights of Loan Trustee Lessor Parties, (ii) title to such replacement Part shall thereupon vest in Lessor and of be subject to the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (iiiii) such replacement Part shall become subject to the Lien of this Indenture Lease and be deemed a Part part of the Airframe or such Engine Facility for all purposes hereof to the same extent as the Parts Part originally incorporated in the Facility. Prior to or installed in or attached to on the Airframe or such Engine. Upon request date of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release installation of any replacement Part with a value in excess of $1,000,000 individually or $4,000,000 in the aggregate with other replacement Parts, Lessee will (x) use all reasonable efforts to furnish Lessor with a full warranty xxxx of sale conveying title to such replaced replacement Part from to Lessor free and clear of all Liens except Permitted Liens and (y) furnish each Lessor Party with such evidence of Lessor's title to, and the Lien of this Indenturecondition of, such replacement Part as such Lessor Party may request.

Replacement of Parts. The Company shall promptly replace or cause to be replaced all Parts that may from time to time be incorporated or installed in or attached to the Airframe or any Engine and that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, the Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that the Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), all Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is such time as such Parts shall be replaced by a part parts that have been incorporated or installed in or attached to the Airframe or such Engine and that meets meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of the Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of the Company from time to time, the Loan Trustee shall execute and deliver to the Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company Lessee shall (or if a Permitted Sublease is in effect, shall ensure that the sublessee), at its own cost and expense, promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss7.6. In addition, Company Lessee (or or, if any Permitted LesseeSublease is then in effect, the sublessee) may may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c)7.6, will will, at its own cost and expense, replace or cause to be replaced such Parts as promptly as practicable. If not obtained from an original equipment manufacturer, all Parts installed during the Term must have been repaired/overhauled by an FAA-approved repair station and be accompanied by appropriate certification (including a serviceability tag in the case of any calendar-limited or life-limited parts) and documentation to demonstrate compliance with applicable requirements. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and pooling arrangements to the extent permitted by Section 7.5 and except in the case of for replacement property temporarily installed on an emergency basis) and shall be in as good operating condition as, and shall have a value, utility and remaining useful life at least equal to, the Parts replaced, but in all events such replacement Parts shall be no less than in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien property of this Indenture Lessor, no matter where located located, until it is such time as such Parts have been replaced by a part Parts which have been incorporated or installed in or attached to the Airframe or such Engine that meets and which meet the requirements for replacement Parts parts specified above. Immediately upon any replacement Part part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided provided, without further act (subject only to Permitted Liens and any pooling arrangement to the extent permitted by Section 7.5 and except in the case of for replacement property temporarily installed on an emergency basis), without further act, (i) the replaced title to such replacement Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereundervest in Lessor, and (ii) such replacement Part shall become subject to the Lien of this Indenture Lease and be deemed a Part part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time , and (iii) title to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from shall thereupon vest in Lessee (or, if a Permitted Sublease is then in effect, the Lien sublessee), free and clear of this Indentureall Lessor Liens and rights of Lessor, and shall no longer be deemed a Part hereunder.

Replacement of Parts. Company shall Except as otherwise provided herein and if for whatever reason Sublessee terminates the MSA, from and after the date of such termination, Sublessee, at its own cost and expense, will promptly replace (or cause to be replaced replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company Sublessee may, at its own cost and expense, remove (or any Permitted Lesseecause to be removed under the MSA) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided provided, however, that Company (or any Permitted Lessee)Sublessee, except as otherwise provided in Section 7.04(c)herein, will at its own cost and expense, will, replace (or cause to be replaced) such Parts as promptly as practicablepracticable with equivalent Parts of the same make, model and part number or an improved make, model or part number and made by the same manufacturer and in accordance with Continental's maintenance policies and procedures. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basispooling arrangements permitted by Section 6.2 hereof) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition and repair required hereunder). Subject to be maintained by the terms Section 6.3 hereof. Except as otherwise provided in Section 7.04(c), all Parts at any Part time removed from the Aircraft, Airframe or any Engine shall remain subject to the Lien property of this Indenture relevant Head Lessor or Owner of such Airframe or Engine, no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the Aircraft, Airframe or such Engine that meets and which meet the requirements for replacement Parts specified above. Immediately Except as provided in Section 6.2 hereof, immediately upon any replacement Part becoming incorporated or installed in or attached to the Aircraft, Airframe or any such Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)provided, without further act, (i) title to the replaced Part shall thereupon be vest in Sublessee free and clear of all Sublessor Liens and all rights of Loan Trustee Sublessor and all Head Lessor Liens and all rights of Head Lessor and Owner, and the Lien of this Indenture and replaced Part shall no longer be deemed a Part hereunder, (ii) title to such replacement Part shall thereupon vest in the Head Lessor of the Airframe (in the case of replacement Parts incorporated in the Airframe) or Head Lessor or Owner of the relevant Engine (in the case of replacement Parts incorporated in such Engine) (subject only to Permitted Liens), and (iiiii) such replacement Part shall become subject to the Lien of this Indenture Sublease and be deemed a Part part of the Aircraft, Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the such Aircraft, Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company The Grantor shall promptly replace or cause to be replaced all Parts incorporated or installed in or attached Parts, which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) the Grantor may remove or may cause to be removed in the ordinary course of maintenance, service, repair, overhaul or testing, testing of any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided provided, however, that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), the Grantor will replace or will cause to be replaced such Parts as promptly as practicablereasonably possible. All replacement Parts shall be free and clear of all Liens (except for other than Permitted Liens and except in the case of replacement property temporarily installed on an emergency basisLiens) and shall be in as good operating condition as, and shall be of a quality and utility at least equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof; provided, however, that the Grantor shall have the right to install or to cause to be installed temporary replacement Parts pending the completion of permanent repairs or installation of permanent replacement Parts, in which event the Grantor shall install or shall cause to be installed permanent replacement Parts to meet such requirements as soon as reasonably possible and in any event within ninety (90) days from the date of installation of such temporary replacement Parts. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien of created under this Indenture Mortgage no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the Airframe Aircraft or such Engine that meets and which meet the requirements for replacement Parts specified aboveof subsections (i) and (ii) below. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)above, without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of created under this Indenture Mortgage and be deemed a Part part of the Airframe Aircraft or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe Aircraft or such Engine. Upon request of Company from time Engine (and the Grantor shall make, or cause to timebe made, Loan Trustee shall execute all filings or registrations necessary to perfect the Mortgagee’s Lien in such Part), and deliver to Company an appropriate instrument confirming (ii) the release of any such replaced Part shall be released from the Lien of this Indenture.Mortgage and the replaced Part shall no longer be deemed a Part hereunder;

Replacement of Parts. Company shall Lessee, at its own cost and expense, will promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.04(c) 8 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may Lessee may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company (or any Permitted Lessee), except as otherwise provided in paragraph (c) of this Section 7.04(c)8, will will, at its own cost and expense, promptly replace such Parts as promptly as practicableParts. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and pooling arrangements to the extent permitted by paragraph (b) of this Section 8 and except in the case of replacement property temporarily installed on an emergency basis) and shall be serviceable in accordance with the Maintenance Program and FAA requirements for FAR Part 121 operation and shall be in as good operating condition as, and shall have a maintenance status, modification status, value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in paragraph (c) of this Section 7.04(c)8, all Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien property of this Indenture the Owner, no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the Airframe or such Engine that meets and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided provided, without further act (subject only to Permitted Liens and any pooling arrangement to the extent permitted by paragraph (b) of this Section 8 and except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced title to such replacement Part shall thereupon be free and clear of all rights of Loan Trustee and of vest in the Lien of this Indenture and shall no longer be deemed a Part hereunderOwner, and (ii) such replacement Part shall become subject to the Lien of Headlease (if any) and this Indenture Lease and be deemed a Part part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time , and (iii) title to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from shall thereupon vest in Lessee free and clear of all rights of the Lien of this IndentureOwner, and shall no longer be deemed a Part hereunder.

Replacement of Parts. Company shall Such Grantor, at its own cost and expense, will promptly replace or cause to be replaced all Parts incorporated or installed in or attached of each Spare Engine that may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee3.02(c), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts parts shall be owned by such Grantor free and clear of all Liens (except for Permitted Liens Liens, pooling arrangements permitted by Section 3.02(b) hereof and except in the case of replacement property parts temporarily installed on an emergency basis) and shall be in good operating condition, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe or any Spare Engine shall remain the property of such Grantor and subject to the Lien of this Indenture the Security Documents, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets parts which meet the requirements for replacement Parts parts specified above. Immediately upon any replacement Part part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided Spare Engine, without further act (subject only to Permitted Liens and any pooling arrangement permitted by Section 3.02(b) hereof and except in the case of any replacement property part temporarily installed on an emergency basis), without further act, (i) such replacement part shall become the property of such Grantor and subject to the Lien of the Security Documents and be deemed a Part for all purposes hereof to the same extent as the Part originally incorporated or installed in or attached to such Spare Engine and (ii) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture Collateral Agent and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall Lessee, at its sole cost and expense, will promptly replace or cause to be replaced the replacement of all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) Lessee may remove in the ordinary course of maintenance, service, repair, overhaul or testing, testing any PartsParts as permitted by Section 8.1, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided that Company (or any Permitted provided, however, Lessee), except as otherwise provided in Section 7.04(c)at its own cost and expense, will replace such Parts as promptly as practicablepossible. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basisLiens) and shall be in good operating condition and have a value and utility at least equal to the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Aircraft, Airframe or any Engine shall remain subject to the Lien property of this Indenture Lessor no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the Aircraft, Airframe or such Engine that meets and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part which satisfies the requirements for replacement Parts specified above becoming incorporated or installed in or attached to the Aircraft, Airframe or any such Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)provided, without further act, (i) title to the replaced Part shall thereupon be vest in Lessee free and clear of all rights of Loan Trustee Lessor and of the Lien of this Indenture and replaced Part shall no longer be deemed a Part hereunder, (ii) title to such replacement Part shall thereupon vest in Lessor (subject only to Permitted Liens), and (iiiii) such replacement Part shall become subject to the Lien of this Indenture Lease and be deemed a Part part of the an Aircraft, Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the such Aircraft, Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall Lessee, at its own cost and expense, will promptly replace replace, or cause to be replaced replaced, all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may at its own cost and expense remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or All Parts which are at any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part time removed from the Airframe or any Engine Aircraft shall remain the property of Lessor (provided that, so long as the Foreign Lease Agreement is in effect, title to such Parts shall remain with Foreign Lessor), subject to the Lien of the Indenture if it has not been discharged, and subject to this Indenture Lease no matter where located until it is such time as such Parts shall be replaced by a part parts which have been incorporated or installed in or attached to the Airframe or such Engine that meets Aircraft and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine Aircraft as above provided, or as provided (except in the case of replacement property temporarily installed on an emergency basisSection 9(c), without further act, (i) title to the replaced removed Part shall thereupon be vest in Lessee free and clear of all rights of Loan Trustee Lessor, Indenture Trustee, Owner Participant and of the Lien of this Indenture Note Holders and shall no longer be deemed a Part hereunder, (ii) title to such replacement Part shall thereupon vest in Lessor (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) and become subject to the Lien of the Indenture if it has not been discharged, and (iiiii) such replacement Part shall become subject to the Lien of the Indenture (if it has not been discharged) and this Indenture Lease and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenturewhich it has replaced.

Replacement of Parts. Company shall Sublessee, at its own cost and expense, will promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.04(c) 8 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may Sublessee may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company (or any Permitted Lessee)Sublessee, except as otherwise provided in paragraph (c) of this Section 7.04(c)8, will will, at its own cost and expense, promptly replace such Parts as promptly as practicableParts. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and pooling arrangements to the extent permitted by paragraph (b) of this Section 8 and except in the case of replacement property temporarily installed on an emergency basis) and shall be serviceable in accordance with the Maintenance Program and FAA requirements for FAR Part 121 operation and shall be in as good operating condition as, and shall have a maintenance status, modification status, value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in paragraph (c) of this Section 7.04(c)8, all Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien property of this Indenture the Owner, no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the Airframe or such Engine that meets and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided provided, without further act (subject only to Permitted Liens and any pooling arrangement to the extent permitted by paragraph (b) of this Section 8 and except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced title to such replacement Part shall thereupon be free and clear of all rights of Loan Trustee and of vest in the Lien of this Indenture and shall no longer be deemed a Part hereunderOwner, and (ii) such replacement Part shall become subject to the Lien of Head Lease and this Indenture Sublease and be deemed a Part part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time , and (iii) title to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from shall thereupon vest in Sublessee free and clear of all rights of the Lien of this IndentureOwner and Sublessor, and shall no longer be deemed a Part hereunder.

Replacement of Parts. Company shall (or shall cause a Permitted Lessee to) promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section ‎Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section ‎Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section ‎Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument instruments reasonably requested by Company confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall The Company, at its own cost and expense, will promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in this Section 7.04(c2.03(A) or if the Airframe or an Engine to which a Part relates has suffered an Event Section 2.03(D) of Lossthis Security Agreement. In addition, Company All replacement parts (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except other than replacement parts temporarily installed as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts 2.03(B) of this Security Agreement shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) Liens), and shall be in as good an operating condition, and shall have a value and utility substantially equal to or greater than, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereofof this Security Agreement. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien property of this Indenture the Company, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets parts which meet the requirements for replacement Parts specified above. Immediately upon Upon any replacement Part part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)Engine, without further actact (subject only to Permitted Liens and any arrangement permitted by Section 2.03(B) of this Security Agreement), (i) such replacement part shall become the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and property of the Lien of this Indenture Company and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture Security Agreement and be deemed a Part of the Airframe or such Engine for all purposes of this Security Agreement to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such EngineEngine and (ii) the replaced Part shall no longer be deemed a Part under this Security Agreement. Upon written request of Company from time to timeand at the Company's expense, Loan Trustee the Agent shall execute and deliver to the Company an appropriate instrument confirming such releases as the Company may reasonably request to effectuate the release contemplated in clause (ii) of the previous sentence. -12- 138 The Company may remove Parts which the Company determines in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or any Engine (each, an "Obsolete Part"), provided that (i) such removal is being applied by the Company on a fleet-wide basis and does not discriminate against the Aircraft to the extent applicable having regard to the fleet and equipment type and the age of the Aircraft and (ii) removal of any such replaced Part from Obsolete Parts shall not diminish the Lien value, utility or remaining useful life of the Airframe or such Engine, or materially impair the condition or impair the airworthiness thereof, below the value, utility, condition, airworthiness or remaining useful life thereof immediately prior to such removal assuming the Airframe or such Engine was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this IndentureSecurity Agreement.

Replacement of Parts. Company shall The Borrower will promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss4.03. In addition, Company the Borrower may, at its own cost and expense, or may permit a Lessee at its own cost and expense to, remove (or any Permitted Lesseecause to be removed) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided provided, however, that Company (or any Permitted Lessee)the Borrower, except as otherwise provided in Section 7.04(c)herein, at its own cost and expense, will, or will cause, a Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement Parts parts (other than replacement parts temporarily installed as provided in Section 4.02) shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) any arrangement permitted by Section 4.02), and shall be in as good an operating condition, and shall have a value and utility substantially equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture Trust Indenture, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets parts which meet the requirements for replacement Parts parts specified above. Immediately Immediately, upon any replacement Part part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)Engine, without further actact (subject only to Permitted Liens and any arrangement permitted by Section 4.02 hereof), (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part part shall become subject to the Lien of this Trust Indenture and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute Engine and deliver to Company an appropriate instrument confirming (ii) the release of any such replaced Part from shall no longer be deemed a Part hereunder and shall be free and clear of the Lien of this Trust Indenture.

Replacement of Parts. Company shall Except as otherwise provided herein, Lessee will promptly replace (or cause to be replaced replaced) all Parts that are from time to time incorporated or installed in or attached to the Airframe or any Engine Aircraft, and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company Lessee may remove (or permit to be removed) any Permitted Lessee) may remove Parts in the ordinary course of maintenance, service, repair, overhaul overhaul, or testing, any Parts, whether or not such Parts are worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered permanently unfit for use; provided that Company (or any Permitted Lessee)PROVIDED, that, except as otherwise provided in Section 7.04(c)herein, Lessee will replace or cause the replacement of such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (Liens, except for Permitted Liens and pooling arrangements to the extent permitted by ss. C below and shall be in good operating condition and (except in the case of replacement property installed on the basis of operational exigencies) have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required under this Lease). Except as otherwise provided herein, all Parts at any time removed from the Aircraft shall remain the property of Lessor, no matter where located, until they are replaced by Parts that have been incorporated or installed in or attached to the Aircraft and that meet the requirements for replacement Parts specified above. As soon as a replacement Part is incorporated or installed in or attached to the Aircraft as above provided, without further act, (1) title to the replaced Part shall vest in Lessee (or if a Permitted Sublease is then in effect, in the Permitted Sublessee) free and clear of all Lessor Liens and all rights of Lessor, and the replaced Part shall no longer be deemed a Part hereunder, (2) title to such replacement Part shall vest in Lessor, subject only to Permitted Liens and pooling arrangements to the extent permitted by ss. C below and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii3) such replacement Part shall become subject to the Lien of this Indenture Lease and be deemed a Part part of the Airframe or such Engine Aircraft for all purposes hereof and thereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this IndentureAircraft.

Replacement of Parts. Company shall Lessee, at its own cost and expense, will promptly replace replace, or cause to be replaced replaced, all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may at its own cost and expense remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company Lessee (or any or, if a Permitted Lessee)Sublease is in effect, except as otherwise provided in Section 7.04(c), will a Permitted Sublessee) shall replace at its own cost and expense such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), which are at any Part time removed from the Airframe or any Engine Aircraft shall remain the property of Lessor, subject to the Lien of the Indenture if it has not been discharged, and subject to this Indenture Lease no matter where located until it is such time as such Parts shall be replaced by a part parts which have been incorporated or installed in or attached to the Airframe or such Engine that meets Aircraft and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine Aircraft as above provided, or as provided (except in the case of replacement property temporarily installed on an emergency basisSection 9(c), without further act, (i) title to the replaced removed Part shall thereupon be vest in Lessee free and clear of all rights of Loan Trustee Lessor, Indenture Trustee, Owner Participant and of the Lien of this Indenture Note Holders and shall no longer be deemed a Part hereunder, (ii) title to such replacement Part shall thereupon vest in Lessor and become subject to the Lien of the Indenture if it has not been discharged, and (iiiii) such replacement Part shall become subject to the Lien of the Indenture (if it has not been discharged) and this Indenture Lease and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenturewhich it has replaced.

Replacement of Parts. Company shall Except as otherwise provided herein, so long as the Mortgaged Helicopters are serving as Collateral, Borrower, at its own cost and expense, will, or will cause the applicable Helicopter Owning Subsidiary or an Eligible Lessee to, at its own cost and expense, promptly replace (or cause to be replaced replaced) all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine Mortgaged Helicopter and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if provided, however, that neither the Airframe Borrower, any Helicopter Owning Subsidiary or an Engine Eligible Lessee shall be obligated to which a replace any Part relates has suffered an Event which, in the reasonable judgment of Lossthe Borrower, is no longer necessary for the operation of the Mortgaged Helicopter. In addition, Company Borrower may, at its own cost and expense, or may permit the applicable Helicopter Owning Subsidiary or an Eligible Lessee at its own cost and expense to, remove (or any Permitted Lesseecause to be removed) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided provided, however, that Company (or any Permitted Lessee)Borrower, except as otherwise provided in Section 7.04(c)herein, at its own cost and expense, will, or will cause the applicable Helicopter Owning Subsidiary or an Eligible Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement Parts parts shall be free and clear of all Liens (Liens, except for Permitted Liens (and except in the case of replacement property temporarily installed on an emergency basis) and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(chereunder), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall Except as otherwise provided in the proviso to the third sentence of Section 3.3(j) or if an Airframe or an Engine to which a Part relates has suffered an Event of Loss, Grantor, at its own cost and expense, will promptly replace or cause to be replaced all Parts incorporated or installed in or attached that may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, Grantor, at its own cost and expense, may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company (or any Permitted Lessee)Grantor, at its own cost and expense, shall, except as otherwise provided in the proviso to the third sentence of Section 7.04(c3.3(j), will replace such Parts as promptly as practicablepracticable with replacement Parts. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except shall be in the case of replacement property temporarily installed on an emergency basis) as good operating condition as, and shall be have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except in respect of any Part that Grantor may remove from an Airframe, an Engine, a Rotor, or a Rotor Blade as otherwise provided in the proviso to the third sentence of Section 7.04(c3.3(j), all Parts at any Part time removed from the Airframe an Airframe, an Engine, a Rotor, or any Engine a Rotor Blade shall remain the property of Grantor and subject to the Lien of this Indenture Security Agreement, no matter where located located, until it is such time as such Parts shall be replaced by a part Parts that have been incorporated or installed in or attached to the Airframe an Airframe, Engine, a Rotor, or such Engine a Rotor Blade and that meets meet the requirements for replacement Parts specified abovein the first paragraph of this Section 3.3(h). Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe an Airframe, Engine, Rotor, or any Engine a Rotor Blade as above provided (except in the case of replacement property temporarily installed on an emergency basisthis Section 3.3(h), without further act, (i) title to the replaced Part shall thereupon be free and clear of all rights of Loan Trustee Agent and of the Lien of this Indenture and such Part shall no longer be deemed a Part hereunder, ; (ii) title to such replacement Part shall thereupon vest in Grantor; and (iiiii) such replacement Part shall become subject to the Lien of this Indenture Security Agreement and be deemed a Part part of such Airframe, Engine, Rotor, or Rotor Blade as the Airframe or such Engine case may be, for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe such Airframe, Engine, Rotor, or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this IndentureRotor Blade.

Replacement of Parts. Company shall Lessee, at its own cost and expense, will promptly replace (or cause to be replaced replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss8.4. In addition, Company (or any Permitted Lessee) may Lessee may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair SALE AND LEASE AGREEMENT [N603SW] -29- 36 or permanently rendered permanently unfit for use; provided that Company (or any Permitted provided, however, Lessee), except as otherwise provided in Section 7.04(c)8.4, at its own cost and expense, will replace such Parts as promptly as practicablepossible. All replacement Parts parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Aircraft, Airframe or any Engine shall remain subject to the Lien property of this Indenture Lessor, no matter where located located, until it is such time as such Parts shall be replaced by a part parts which have been incorporated or installed in or attached to the Aircraft, Airframe or such Engine that meets and which meet the requirements for replacement Parts parts specified above. Immediately upon any replacement Part part becoming incorporated or installed in or attached to the Aircraft, Airframe or any such Engine as above provided provided, without further act, (i) unless the replacement property is temporarily installed on an emergency basis, title to the replaced Part shall thereupon vest in Lessee free and clear of all rights of Lessor, and the replaced Part shall no longer be deemed a Part hereunder, (ii) title to such replacement part shall thereupon vest in Lessor (subject only to Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (iiiii) such replacement Part part shall become a Part subject to the Lien of this Indenture Lease and be deemed a Part part of the Aircraft, Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the such Aircraft, Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine Lessee may, at its own cost and that become worn outexpense, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, or as otherwise required or permitted by this Lease, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided that Company (or . Lessee will, at its own cost and expense, replace any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly is necessary to maintain the Leased Property in accordance with the standards for Lessee’s maintenance obligations as practicableset forth in Section 7.1 of this Lease. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) as good operating condition as, and shall be have a value (including the residual value), utility and remaining useful life at least equal to the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by by, and otherwise in compliance with, the terms hereofof this Lease (nothing in this Lease, however, shall be construed to require Lessee to replace any Parts having a useful life adequate to operate the Leased Property through the end of the Term). Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from any item or portion of the Airframe or any Engine Leased Property shall remain subject to the Lien property of this Indenture no matter where located Lessor until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to such item or portion of the Airframe or such Engine that meets Leased Property and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated into or installed in or attached to any item or portion of the Airframe or any Engine as above provided Leased Property, without further act (except in the case of replacement property temporarily installed on an emergency basis), without further act, (ia) the replaced title to such replacement Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereundervest in Lessor, and (iib) such replacement Part shall become subject to the Lien of this Indenture Lease and be deemed a Part part of the Airframe or such Engine Leased Property for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request Leased Property, and (c) title to the removed Part shall thereupon vest in Lessee AS IS WHERE IS, free and clear of Company from time to timeall rights of Lessor, Loan Trustee and shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.no longer

Replacement of Parts. Company shall promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture. Indenture and Security Agreement (2011-1 EETC) [Reg. No.] 61

Replacement of Parts. Company shall Lessee, at its sole cost and expense, will -------------------- promptly replace or cause to be replaced the replace- Federal Express Boeing 727-2D4 N362PA ment of all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) Lessee may remove in the ordinary course of maintenance, service, repair, overhaul or testing, testing any PartsParts as permitted by Section 8.1, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided that Company (or any Permitted provided, however, Lessee), except as otherwise provided in Section 7.04(c)at its own cost and expense, will replace such -------- ------- Parts as promptly as practicablepossible. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basisLiens) and shall be in good operating condition and have a value and utility at least equal to the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Aircraft, Airframe or any Engine shall remain subject to the Lien property of this Indenture Lessor no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the Aircraft, Airframe or such Engine that meets and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Aircraft, Airframe or any such Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)provided, without further act, (i) title to the replaced Part shall thereupon be vest in Lessee free and clear of all rights of Loan Trustee Lessor and of the Lien of this Indenture and replaced Part shall no longer be deemed a Part hereunder, (ii) title to such replacement Part shall thereupon vest in Lessor (subject only to Permitted Liens), and (iiiii) such replacement Part shall become subject to the Lien of this Indenture Lease and be deemed a Part part of the an Aircraft, Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the such Aircraft, Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall The Grantor, at its own cost and expense, will promptly replace or cause to be replaced the replacement of all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) the Grantor, at its own cost and expense, may remove permit the removal in the ordinary course of maintenance, service, repair, overhaul or testing, testing of any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided provided, however, that Company (or any Permitted Lessee)the Grantor, except as otherwise provided in Section 7.04(c)at its own cost and expense, will replace cause such Parts to be replaced as promptly as practicablepossible. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except described in the case of replacement property temporarily installed on an emergency basis) Section 3.1), shall be in as good operating condition as, and shall be have a value and utility at least substantially equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided The Grantor's rights, title and interests in Section 7.04(c), all Parts at any Part time removed from the Airframe or any Engine item of Equipment shall remain subject to the Lien of this Indenture Agreement no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the Airframe or such Engine that meets item of Equipment and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine item of Equipment as above provided (except other than a Temporary Part described in the case of replacement property temporarily installed on an emergency basisSection 3.1), without further act, (i) the replaced Part shall thereupon be free Grantor's rights, title and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) interests in such replacement Part shall become subject to the Lien of this Indenture Agreement, and such replacement Part shall be deemed a Part part of the Airframe or such Engine item of Equipment for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to such item of Equipment, and (ii) the Airframe or such Engine. Upon request of Company from time to timeGrantor's rights, Loan Trustee shall execute title and deliver to Company an appropriate instrument confirming interests in the release of any such replaced Part shall be released from the Lien of this IndentureAgreement and the replaced Part shall no longer be deemed a Part hereunder.

Replacement of Parts. Company shall promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine Tenant may, at its own cost and that become worn outexpense, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, or as otherwise required or permitted by this Lease, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided that Company (or . Tenant will, at its own cost and expense, replace any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly may be necessary to maintain the Leased Property in accordance with the standards for Tenant’s maintenance obligations as practicableset forth in Section 7.1 of this Lease. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) as good operating condition as, and shall be have a value (including the residual value), utility and remaining useful life at least equal to the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by by, and otherwise in compliance with, the terms hereofof this Lease (nothing in this Lease, however, shall be construed to require Tenant to replace any Parts having a useful life adequate to operate the Leased Property through the end of the Term). Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from any item or portion of the Airframe or any Engine Leased Property shall remain subject to the Lien property of this Indenture no matter where located Landlord until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to such item or portion of the Airframe or such Engine that meets Leased Property and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated into or installed in or attached to any item or portion of the Airframe or any Engine as above provided Leased Property, without further action by either Party (except in the case of replacement property temporarily installed on an emergency basis), without further act, (ia) the replaced title to such replacement Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereundervest in Landlord, and (iib) such replacement Part shall become subject to the Lien of this Indenture Lease and be deemed a Part part of the Airframe or such Engine Leased Property for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe Leased Property, and (c) title to the removed Part shall thereupon vest in Tenant AS IS WHERE IS , free and clear of all rights of Landlord, and shall no longer be deemed a part of the Leased Property. Notwithstanding the foregoing, “ Parts ” means all appliances, parts, instruments, appurtenances, accessories, furnishings, spare parts, and other equipment and property of whatever nature which constitute a portion of the Improvements or such EnginePersonal Property and any replacements or substitutions therefor made under this Section 10.2 . Upon request “ Parts ” shall not in any event include (i) any Tenant Property, (ii) removed Parts as provided in subsection (c ), above, or (iii) any Permitted Capital Improvements and Additional Lines, which Permitted Capital Improvements and Additional Lines shall be governed by Section 10.1 , above. Title to replacements and substitutions for Parts made under this Section 10.2 shall remain a part of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this IndentureLeased Property.

Replacement of Parts. Company shall The Company, at its own cost and expense, will promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee2.02(c), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be owned by the Company free and clear of all Liens (except for Permitted Liens Liens, pooling arrangements permitted by Section 2.02(b) hereof and except in the case of replacement property Parts temporarily installed on an emergency basis) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c)All Parts at any time removed from any Airframe, any Part removed from the Airframe Engine, any Propeller or any Spare Engine shall remain the property of the Company and subject to the Lien of this Indenture the Security Documents, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets Parts which meet the requirements for replacement Parts specified aboveabove as certified to the Collateral Agent by an Officer's Certificate from the Company. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe any Airframe, any Engine, any Propeller or any Engine as above provided Spare Engine, without further act (subject only to Permitted Liens and any pooling arrangement permitted by Section 2.02(b) hereof and except in the case of any replacement property Part temporarily installed on an emergency basis), without further act, (i) such replacement Part shall become the property of the Company and subject to the Lien of the Security Documents and be deemed a Part for all purposes hereof to the same extent as the Part originally incorporated or installed in or attached to such Airframe, such Engine, such Propeller or such Spare Engine and (ii) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture Collateral Agent and shall no longer be deemed a Part or Spare Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall (or shall cause a Permitted Lessee to) promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, Indenture and Security Agreement (2020-1 EETC) N822NW stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument instruments reasonably requested by Company confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall Lessee, at its own cost and expense, will promptly replace replace, or cause to be replaced replaced, all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may at its own cost and expense remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company Lessee (or any or, if a Permitted Lessee)Sublease is in effect, except as otherwise provided in Section 7.04(c), will a Permitted Sublessee) shall replace at its own cost and expense such Parts as promptly as practicablepossible. All replacement Parts shall be free and clear of all Liens (except for pooling arrangements to the extent permitted by paragraph (c) of this Section and Permitted Liens Liens), be in at least the equivalent or better modification status and except in the case of replacement property temporarily installed on an emergency basis) service bulletin accomplishment status, be fully interchangeable as to form, fit and function and shall be in as good operating condition as, and have a value, remaining useful life and utility at least equal to, the Parts replaced (assuming such replaced parts were in the condition and repair in which they were required to be maintained by the terms hereof). Except as otherwise provided in Section 7.04(c), All Parts which are at any Part time removed from the Airframe or any Engine Aircraft shall remain the property of Lessor (provided that, - 49 - 51 so long as the Foreign Lease Agreement is in effect, title to such Parts shall remain with Foreign Lessor), subject to the Lien of the Indenture if it has not been discharged, and subject to this Indenture Lease no matter where located until it is such time as such Parts shall be replaced by a part parts which have been incorporated or installed in or attached to the Airframe or such Engine that meets Aircraft and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine Aircraft as above provided, or as provided (except in the case of replacement property temporarily installed on an emergency basisSection 9(c), without further act, (i) title to the replaced removed Part shall thereupon be vest in Lessee free and clear of all rights of Loan Trustee Lessor, Indenture Trustee, Owner Participant and of the Lien of this Indenture Note Holders and shall no longer be deemed a Part hereunder, (ii) title to such replacement Part shall thereupon vest in Lessor (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) and become subject to the Lien of the Indenture if it has not been discharged, and (iiiii) such replacement Part shall become subject to the Lien of the Indenture (if it has not been discharged) and this Indenture Lease and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenturewhich it has replaced.

Replacement of Parts. Company shall Sublessee, at its own cost and expense, will promptly replace or cause to be replaced all Parts incorporated or which are installed in or attached to the Airframe or any Engine and that Aircraft which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, reason whatsoever except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of LossSECTION 11.6. In addition, Company (or any Permitted Lessee) may remove Sublessee may, in the ordinary course of maintenance, service, repair, overhaul or testing, at its own cost and expense, remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided PROVIDED that Company (or any Permitted Lessee)Sublessee, except as otherwise provided in Section 7.04(c)SECTION 11.6 shall, will at its own cost and expense, repair and reinstall or replace such Parts as promptly as practicablepossible. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in interchange and pooling arrangements to the case extent permitted by SECTIONS 10.1 AND 11.2); shall comply with the safety, general operating and flight regulations of replacement property temporarily installed on an emergency basis) the FAA and other Governmental Bodies having jurisdiction over the Sublessee, the Aircraft or any component of the Aircraft; and shall be in as good operating condition as, and shall have a value, utility and remaining useful life at least equal to, the Parts replaced based upon the assumption that such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), Sublessee shall maintain all required safety equipment and instruments on the 20 Aircraft and its component parts. All Parts at any Part time removed from the Airframe or any Engine or Propeller shall remain the property of Lessor and subject to the Lien of this Indenture the Loan Agreement no matter where located located, until it is such time as such Parts are replaced by a part Parts that have been incorporated or installed in or attached to the Airframe or such any Engine or Propeller and that meets meet the requirements for replacement Parts specified above. Immediately upon any replacement Part Parts becoming incorporated or installed in or attached to the Airframe or any Engine or Propeller as above provided (except in the case of replacement property temporarily installed on an emergency basis)provided, without further act, (i) title to the replaced Part shall thereupon be vest in Sublessee, free and clear of all the rights of Loan Trustee Lessor, Lender, and of the Lien of this Indenture Sublessor and shall no longer be deemed a Part hereunder, (ii) title to such replacement Part shall thereupon vest in Lessor (subject only to Permitted Liens and interchange and pooling arrangements to the extent permitted by SECTIONS 10.1 AND 11.2), and (iiiii) such replacement Part shall become subject to the Lien of this Indenture Sublease and be deemed a Part part of the Airframe or such any Engine or Propeller for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this IndentureEngine or Propeller.

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

Replacement of Parts. Company shall Except as otherwise provided herein, the Borrower, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace (or cause to be replaced replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company the Borrower may, at its own cost and expense, or may permit a Permitted Lessee at its own cost and expense to, remove (or any Permitted Lesseecause to be removed) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided PROVIDED, HOWEVER, that Company (or any Permitted Lessee)the Borrower, except as otherwise provided in Section 7.04(c)herein, at its own cost and expense, will, or will cause a Permitted Lessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (Liens, except for Permitted Liens and pooling arrangements to the extent permitted by Section 3.3(i) below (and except in the case of replacement property temporarily installed on an emergency basis) ), and shall be in good operating condition and have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereofunder this Agreement). Except as otherwise provided in Section 7.04(c)herein, all Parts at any Part time removed from the Aircraft, Airframe or any Engine shall remain subject to the Lien of this Indenture Agreement, no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the Aircraft, Airframe or such Engine that meets and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Aircraft, Airframe or any such Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)provided, without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part part shall become subject to the Lien of this Indenture Agreement and be deemed a Part part of the Aircraft, Airframe or such Engine for all purposes hereof and thereof to the same extent as the Parts originally incorporated or installed in or attached to the such Aircraft, Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute Engine and deliver to Company an appropriate instrument confirming (ii) the release of any such replaced Part from shall thereupon be free and clear of all rights of the Lien of Security Trustee and shall no longer be deemed a Part under this IndentureAgreement.

Replacement of Parts. Company shall The Grantor will promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or Airframe, an Engine or a Propeller to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may the Grantor may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company (or any Permitted Lessee)the Grantor will, except as otherwise provided in Section 7.04(c)at its own cost and expense, will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c3.3(e), all Parts at any Part time removed from the Airframe any Airframe, Engine or any Engine Propeller shall remain the property of the Grantor subject to the Lien of this Indenture Aircraft Mortgage, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets parts which meet the requirements for replacement Parts parts specified above. Immediately upon Upon any replacement Part part becoming incorporated or installed in or attached to the Airframe an Airframe, Engine or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)Propeller, without further act, act (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part part shall become subject to the Lien of this Indenture Aircraft Mortgage and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe such Airframe, such Engine or such Engine. Upon request of Company from time to time, Loan Trustee shall execute Propeller and deliver to Company an appropriate instrument confirming (ii) the release of any such replaced Part from shall be free and clear of all rights of the Secured Party, and shall no longer be subject to the Lien of this IndentureAircraft Mortgage or deemed a Part hereunder. Notwithstanding anything in this Section 3.3(d) to the contrary, the Grantor shall not be required to replace any Parts of an Airframe, Engine or Propeller that is, or shall hereafter become, Non-operational Equipment.

Replacement of Parts. Company shall The Owner, at its own cost and expense, will so long as the Airframe or an Engine is subject to the Lien of this Trust Indenture promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.04(c) 7.03 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company the Owner (or any Permitted Lessee) may may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company the Owner (or any Permitted Lessee), except as otherwise provided in paragraph (c) of this Section 7.04(c)7.03, will will, at its own cost and expense, replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and pooling arrangements to the extent permitted by paragraph (b) of this Section 7.03 and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in paragraph (c) of this Section 7.04(c)7.03, all Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture Trust Indenture, no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the Airframe or such Engine that meets and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided provided, without further act (subject only to Permitted Liens and any pooling arrangement to the extent permitted by paragraph (b) of this Section 7.03 and except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced title to such replacement Part shall thereupon be free and clear of all rights of Loan Trustee and of owned by the Lien of this Indenture and shall no longer be deemed a Part hereunderOwner, and (ii) such replacement Part shall become subject to the Lien of this Trust Indenture and be deemed a Part part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute Engine and deliver to Company an appropriate instrument confirming (iii) the release of any such replaced Part from shall thereupon be free and clear of all rights of the Indenture Trustee, and shall no longer be subject to the Lien of this IndentureTrust Indenture or be deemed a Part hereunder.

Replacement of Parts. Company shall The Lessee, at its own cost and expense, will promptly replace or cause to be replaced all Parts that may from time to time be incorporated or installed in or attached to the any Airframe or any Engine and that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in paragraph (c) below and except (without limiting the Lessee’s obligations under Section 7.04(c10) or if the as to Parts of an Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may the Lessee may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided provided, however, that Company (or any Permitted the Lessee), except as otherwise provided in Section 7.04(c)paragraph (c) below, will will, at its own cost and expense, replace such Parts as promptly as practicable. All replacement Replacement Parts shall be free and clear of all Liens (except for Permitted Liens Liens), be in as good operating condition as, have a value, utility and except in remaining useful life at least equal to, and have the case of replacement property temporarily installed on an emergency basis) and shall be time since the previous shop visit no greater than, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the any Airframe or any Engine shall remain subject to the Lien property of this Indenture the Lessor, no matter where located located, until it is such time as such Parts shall be replaced by a part Parts that have been incorporated or installed in or attached to the such Airframe or such Engine and that meets meet the requirements for replacement Parts specified above. Immediately upon any replacement Part Replacement Part’s becoming incorporated or installed in or attached to the any Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)provided, without further actact (subject only to Permitted Liens), (i) title to the replaced Part shall thereupon be vest in the Lessee, free and clear of all rights of Loan Trustee and of the Lien of this Indenture Lessor, and shall no longer loner be deemed a Part hereunder, and (ii) title to such replacement Replacement Part shall thereupon vest in the Lessor (subject only to Permitted Liens), and (iii) such Replacement Part shall become subject to the Lien of this Indenture Lease and be deemed a Part part of the such Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the such Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall The Lessee at its own cost and expense, will promptly replace or cause to be replaced all Parts that may from time to time be incorporated or installed in or attached to the Airframe or any Engine and that may from time to time be defective and not economically repairable, become time-expired or due for replacement or worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company the Lessee (or any Permitted LesseeSublessee) may may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any PartsPart, whether or not time-expired, due for replacement, worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided provided, however, that Company the Lessee will, at its own cost and expense, replace (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace cause to be replaced) such Parts Part as promptly as practicable. All replacement Parts Each Replacement Part shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basisLiens) and shall be in at least as good operating condition as, and shall have value, utility, modification status and performance characteristics at least equal to, or, if applicable, comparable to, the Part replaced assuming such replaced Part was in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), Each Part at any Part time removed from the Airframe or each Part removed from any Engine shall remain subject to the Lien property of this Indenture the Lessor, no matter where located located, until it is such time as such Part shall be replaced by a part Part that has been incorporated or installed in or attached to the Airframe or or, as the case may be, the Engine from which such Engine Part was removed and that meets the requirements for replacement Parts a Replacement Part specified aboveabove and shall be subject to the Lien of the Local Mortgage. Immediately upon any replacement Replacement Part becoming incorporated or installed in or attached to the Airframe or any or, as the case may be, an Engine as above provided and title thereto being vested in the Lessor free and clear of all Liens (except in the case of replacement property temporarily installed on an emergency basisPermitted Liens), without further act, act (i) title to the replaced Part shall thereupon be vest in the Lessee free and clear of all rights of Loan Trustee and of the Lien of this Indenture Lessor and shall no longer be deemed a Part hereunder, hereunder and (ii) such replacement Replacement Part shall become subject to the Lien of this Indenture Lease and be deemed a Part part of the Airframe or or, as the case may be, such Engine for all purposes hereof to the same extent as the Parts Part originally incorporated or installed in or attached to the Airframe or or, as the case may be, such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall The Borrower, at its own cost and expense, will promptly replace or cause all Parts, which may from time to time be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.04(c) (such substituted parts being hereinafter called "REPLACEMENT PARTS"). The Borrower shall notify the Bank of any Replacement Parts having a per item cost of __________ or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossmore. In addition, Company (or any Permitted Lessee) may the Borrower may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided PROVIDED, HOWEVER, that Company (or any Permitted Lessee)the Borrower, except as otherwise provided in Section 7.04(c)paragraph (c) of this Section, will will, at its own cost and expense, replace such Parts as promptly as practicablepossible. All replacement Replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in pooling arrangements to the case extent permitted by paragraph (b) of replacement property temporarily installed on an emergency basisthis Section) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided Bank's security interest shall continue in Section 7.04(c), all Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture Engine, no matter where located located, until it is such time as such Parts shall be replaced by a part parts which have been incorporated or installed in or attached to the Airframe or such any Engine that meets and which meet the requirements for replacement Replacement Parts specified above. Immediately upon any replacement Replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)provided, without further act, (i) Bank's security interest in the replaced Part shall thereupon be free released, and clear of all rights of Loan Trustee and of the Lien of this Indenture and such replaced Part shall no longer be deemed a Part hereunder, and (ii) such replacement Replacement Part shall become a Part subject to the Lien of this Indenture Bank's security interest and be deemed a Part part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall The User Lessee, at its sole cost and expense, will, during the Lease Term, promptly replace replace, or cause any permitted sublessee to be replaced replace, all Parts incorporated to comply with Section 6 or installed in or attached that may, from time to the Airframe or any Engine and that time, become worn out, obsolete, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, the User Lessee or a permitted sublessee, at its sole cost and expense, may remove any PartsPart, whether or not worn out, obsolete, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided provided, that Company (the User Lessee or any Permitted Lessee)such permitted sublessee, except as otherwise provided in Section 7.04(c)at its sole cost and expense, will shall replace such Parts as promptly as practicablepracticable with replacement Parts or temporary replacement parts as provided in Section 8(c). All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except shall be in the case of replacement property temporarily installed on an emergency basis) as good operating condition as, and shall be have a value, utility and remaining useful life at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c); provided, any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture however, that no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject change the Facility such that it would not be commercially feasible for the Facility to be used by the Lessor or a third party other than the User Lessor, the SublessorSublessors or any Lessee Person upon return of the Facility pursuant to the Lien Operative Documents. In addition, no replacement of any Part pursuant to this Indenture and be deemed a Part Section 8(a), whether permanent or temporary, shall diminish the value, utility, estimated residual value or remaining useful life of the Airframe Facility [or such Engine for all purposes to change the nature of the Facility from that which it was designed as of the Closing Date as the same extent as may have been modified in accordance with this User Lease through the Parts originally incorporated or installed in or attached to the Airframe or date of such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenturereplacement.]

Replacement of Parts. The Company shall (or shall cause a Permitted Lessee to) promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, the Company (or any Permitted Lessee) may remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that the Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of the Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of the Company from time to time, the Loan Trustee shall execute and deliver to the Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture. [Reg. No.]

Replacement of Parts. Company shall The Borrower, at its own cost and expense, will promptly replace or cause all Parts, which may from time to time be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.04(c) (such substituted parts being hereinafter called "REPLACEMENT PARTS"). The Borrower shall notify the Bank of any Replacement Parts having a per item cost of ___________ or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossmore. In addition, Company (or any Permitted Lessee) may the Borrower may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided PROVIDED, HOWEVER, that Company (or any Permitted Lessee)the Borrower, except as otherwise provided in Section 7.04(c)paragraph (c) of this Section, will will, at its own cost and expense, replace such Parts as promptly as practicablepossible. All replacement Replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in pooling arrangements to the case extent permitted by paragraph (b) of replacement property temporarily installed on an emergency basisthis Section) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided Bank's security interest shall continue in Section 7.04(c), all Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture Engine, no matter where located located, until it is such time as such Parts shall be replaced by a part parts which have been incorporated or installed in or attached to the Airframe or such any Engine that meets and which meet the requirements for replacement Replacement Parts specified above. Immediately upon any replacement Replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)provided, without further act, (i) Bank's security interest in the replaced Part shall thereupon be free released, and clear of all rights of Loan Trustee and of the Lien of this Indenture and such replaced Part shall no longer be deemed a Part hereunder, and (ii) such replacement Replacement Part shall become a Part subject to the Lien of this Indenture Bank's security interest and be deemed a Part part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. The Company shall (or shall cause a Permitted Lessee to) promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, the Company (or any Permitted Lessee) may remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that the Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of the Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of the Company from time to time, the Loan Trustee shall execute and deliver to the Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture. Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.]

Replacement of Parts. Company shall Lessee, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.04(c) 8 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company Lessee (or any Permitted LesseeSublessee) may may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company Lessee (or any Permitted LesseeSublessee), except as otherwise provided in paragraph (c) of this Section 7.04(c)8, will will, at its own cost and expense, replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and pooling arrangements to the extent permitted by paragraph (b) of this Section 8 and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in paragraph (c) of this Section 7.04(c)8, all Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien property of this Indenture Lessor, no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the Airframe or such Engine that meets and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.Parts

Replacement of Parts. Company shall The Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise [Trust Indenture and Mortgage (NXXXUA)] provided in Section 7.04(cSections 4.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossand 4.04(d). In addition, Company the Owner may, at its own cost and expense, and may permit a Permitted Lessee, at its own cost and expense, (or any Permitted Lesseemaintenance provider for the Aircraft) may to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided that Company (or any Permitted Lessee)the Owner, except as otherwise provided in Section 7.04(c)herein, will replace will, at its own cost and expense, replace, or cause to be replaced, such Parts as promptly as practicable. All replacement Parts parts (other than replacement parts temporarily installed as provided in Section 4.04(c) hereof) shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) Liens), and shall be in as good an operating condition as, and shall have a value and utility substantially equal to or better than, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereofhereof (but without taking into consideration hours and cycles remaining until overhaul). Except as otherwise provided in Section 7.04(c4.04(d), all Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture Trust Indenture, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets parts which meet the requirements for replacement Parts parts specified above. Immediately upon Upon any replacement Part part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)Engine, without further actact (subject only to Permitted Liens and any arrangement permitted by Section 4.04(c) hereof), (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part part shall become subject to the Lien of this Trust Indenture and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such EngineEngine and (ii) the replaced Part shall no longer be subject to the Lien of this Trust Indenture and shall no longer be deemed a Part hereunder. Upon request of Company from time to timeOwner, Loan Trustee shall the Mortgagee shall, at Owner’s expense, execute and deliver to Company an appropriate instrument confirming Owner such documents as may be reasonably required to evidence the release of any such replaced Part from the Lien of this Trust Indenture.

Replacement of Parts. Company shall Such Grantor, at its own cost and expense, will promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee3.2(c), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be owned by such Grantor free and clear of all Liens (except for the First Lien and other Permitted Liens Liens, pooling arrangements permitted by Section 3.2(b) hereof and except in the case of replacement property Parts temporarily installed on an emergency basis) and shall be in good operating condition, and shall have a value and utility at least equal to the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c)All Parts at any time removed from any Airframe, any Part removed from the Airframe Engine, any Propeller or any Spare Engine shall remain the property of such Grantor and subject to the Lien of this Indenture the Security Documents, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets Parts which meet the requirements for replacement Parts specified aboveabove as certified to the Collateral Agent by an Officer’s Certificate from such Grantor. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe any Airframe, any Engine, any Propeller or any Engine as above provided Spare Engine, without further act (subject only to the First Lien and other Permitted Liens and any pooling arrangement permitted by Section 3.2(b) hereof and except in the case of any replacement property Part temporarily installed on an emergency basis), without further act, (i) such replacement Part shall become the property of such Grantor and subject to the Lien of the Security Documents and be deemed a Part for all purposes hereof to the same extent as the Part originally incorporated or installed in or attached to such Airframe, such Engine, such Propeller or such Spare Engine and (ii) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture Collateral Agent and shall no longer be deemed a Part or Spare Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall Lessee, at its own cost and expense, will promptly replace replace, or cause to be replaced replaced, all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may at its own cost and expense remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company Lessee (or any or, if a Permitted Lessee)Sublease is in effect, except as otherwise provided in Section 7.04(c), will a Permitted Sublessee) shall replace at its own cost and expense such Parts as promptly as practicablepossible. All replacement Parts shall be free and clear of all Liens (except for pooling arrangements to the extent permitted by paragraph (c) of this Section and Permitted Liens Liens), be in at least the equivalent or better modification status and except in the case of replacement property temporarily installed on an emergency basis) service bulletin accomplishment status, be fully interchangeable as to form, fit and function and shall be in as good operating condition as, and have a value, remaining useful life and utility at least equal to, the Parts replaced (assuming such replaced parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts which are at any Part time removed from the Airframe or any Engine Aircraft shall remain the property of Lessor, subject to the Lien of the Indenture if it has not been discharged, and subject to this Indenture Lease no matter where located until it is such time as such Parts shall be replaced by a part parts which have been incorporated or installed in or attached to the Airframe or such Engine that meets Aircraft and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine Aircraft as above provided, or as provided (except in the case of replacement property temporarily installed on an emergency basisSection 9(c), without further act, (i) title to the replaced removed Part shall thereupon be vest in Lessee free and clear of all rights of Loan Trustee Lessor, Indenture Trustee, Owner Participant and of the Lien of this Indenture Note Holders and shall no longer be deemed a Part hereunder, (ii) title to such replacement Part shall thereupon vest in Lessor and become subject to the Lien of the Indenture if it has not been discharged, and (iiiii) such replacement Part shall become subject to the Lien of the Indenture (if it has not been discharged) and this Indenture Lease and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenturewhich it has replaced.

Replacement of Parts. Company shall The Company, at its own cost and expense, will promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in this Section 7.04(c2.03(A) or if the Airframe or an Engine to which a Part relates has suffered an Event Section 2.03(D) of Lossthis Security Agreement. In addition, Company All replacement parts (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except other than replacement parts temporarily installed as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts 2.03(B) of this Security Agreement shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) Liens), and shall be in as good an operating condition, and shall have a value and utility substantially equal to or greater than, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereofof this Security Agreement. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien property of this Indenture the Company, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets parts which meet the requirements for replacement Parts specified above. Immediately upon Upon any replacement Part part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)Engine, without further actact (subject only to Permitted Liens and any arrangement permitted by Section 2.03(B) of this Security Agreement), (i) such replacement part shall become the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and property of the Lien of this Indenture Company and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture Security Agreement and be deemed a Part of the Airframe or such Engine for all purposes of this Security Agreement to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such EngineEngine and (ii) the replaced Part shall no longer be deemed a Part under this Security Agreement. Upon written request of Company from time to timeand at the Company's expense, Loan Trustee the Agent shall execute and deliver to the Company an appropriate instrument confirming such releases as the Company may reasonably request to effectuate the release contemplated in clause (ii) of the previous sentence. The Company may remove Parts which the Company determines in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or any Engine (each, an "Obsolete Part"), provided that (i) such removal is being applied by the Company on a fleet-wide basis and does not discriminate against the Aircraft to the extent applicable having regard to the fleet and equipment type and the age of the Aircraft and (ii) removal of any such replaced Part from Obsolete Parts shall not diminish the Lien value, utility or remaining useful life of the Airframe or such Engine, or materially impair the condition or impair the airworthiness thereof, below the value, utility, condition, airworthiness or remaining useful life thereof immediately prior to such removal assuming the Airframe or such Engine was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this IndentureSecurity Agreement.

Replacement of Parts. Company shall The Owner, at its own cost and expense, will, or will cause a Permitted Lessee to, at its own cost and expense, promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(cSections 4.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossand 4.04(d). In addition, Company the Owner may, at its own cost and expense, and may permit a Permitted Lessee, at its own cost and expense, (or any Permitted Lesseemaintenance provider for the Aircraft) may to, remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided that Company (or any Permitted Lessee)the Owner, except as otherwise provided in Section 7.04(c)herein, will replace will, at its own cost and expense, replace, or cause to be replaced, such Parts as promptly as practicable. All replacement Parts parts (other than replacement parts temporarily installed as provided in Section 4.04(c) hereof) shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) Liens), and shall be in as good an operating condition as, and shall have a value and utility substantially equal to or better than, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereofhereof (but without taking into consideration hours and cycles [Trust Indenture and Mortgage (NXXXUA)] remaining until overhaul). Except as otherwise provided in Section 7.04(c4.04(d), all Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture Trust Indenture, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets parts which meet the requirements for replacement Parts parts specified above. Immediately upon Upon any replacement Part part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)Engine, without further actact (subject only to Permitted Liens and any arrangement permitted by Section 4.04(c) hereof), (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part part shall become subject to the Lien of this Trust Indenture and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such EngineEngine and (ii) the replaced Part shall no longer be subject to the Lien of this Trust Indenture and shall no longer be deemed a Part hereunder. Upon request of Company from time to timeOwner, Loan Trustee shall the Mortgagee shall, at Owner’s expense, execute and deliver to Company an appropriate instrument confirming Owner such documents as may be reasonably required to evidence the release of any such replaced Part from the Lien of this Trust Indenture.

Replacement of Parts. Company shall Lessee, at its own cost and expense, will promptly replace or cause to be replaced by the Approved Maintenance Provider, or applicable vendor of the same, all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, Lessee may, at its own cost and expense, cause to be removed any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will Lessee shall immediately replace such Parts as promptly as practicableParts, at its own cost and expense. All replacement Parts shall be free and clear of all Liens, other than Liens (except for Permitted Liens permitted by Section 14 hereof, shall be in at least the same modification status and except in the case of replacement property temporarily installed on service bulletin accomplishment status, shall be interchangeable as to form, fit and function, and subject to Section 16 hereof, shall have been overhauled, repaired and inspected by an emergency basis) FAA approved agency and shall bear FAA acceptable tags, and shall be in as good an operating condition as, and have a value, utility and remaining useful life at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair in which they were required to be maintained by the terms hereof) and all historical records relating to such replacement Parts shall be maintained by Lessee in English, and in compliance with the requirements of the FAA. Except as otherwise provided in Section 7.04(c), All Parts which are at any Part time removed from the Airframe or any Engine Aircraft shall remain the property of Lessor and subject to the Lien of this Indenture Lease, no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the Airframe or such Engine that meets Aircraft and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine Aircraft as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further actprovided, (i) title to the replaced removed Part shall thereupon be vest in Lessee, free and clear of all rights of Loan Trustee and of the Lien of this Indenture and Lessor, (ii) title to such replacement Part shall no longer be deemed a Part hereunderthereupon vest solely in Lessor, and (iiiii) such replacement Part shall become subject to the Lien of this Indenture Lease and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenturewhich it has replaced.

Replacement of Parts. Company Grantor shall promptly replace or cause to be replaced all Parts incorporated or installed in or attached Parts, which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) the Grantor may remove or may cause to be removed in the ordinary course of maintenance, service, repair, overhaul or testing, testing of any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided provided, however, that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), the Grantor will replace or will cause to be replaced such Parts as promptly as practicablepossible. All replacement Parts shall be free and clear of all Liens (except for other than Permitted Liens and except in the case of replacement property temporarily installed on an emergency basisLiens) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof; provided, however, that the Grantor shall have the right to install or to cause to be installed temporary replacement Parts pending the completion of permanent repairs or installation of permanent replacement Parts, in which event the Grantor shall install or shall cause to be installed permanent replacement Parts to meet such requirements as soon as reasonably possible and in any event within ninety days from the date of installation of such temporary replacement Parts. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien of created under this Indenture Mortgage no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the Airframe Aircraft or such Engine that meets and which meet the requirements for replacement Parts specified aboveof subsections (i) and (ii) below. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)above, without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of created under this Indenture Mortgage and be deemed a Part part of the Airframe Aircraft or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe Aircraft or such Engine. Upon request of Company from time Engine (and the Grantor shall make all filings or registrations necessary to timeperfect the Mortgagee's Lien in such Part), Loan Trustee shall execute and deliver to Company an appropriate instrument confirming (ii) the release of any such replaced Part shall be released from the Lien of this Indenture.Mortgage and the replaced Part shall no longer be deemed a Part hereunder;

Replacement of Parts. Company shall Lessee, at its own cost and expense, will promptly replace (or cause to be replaced replaced) all Parts which may from time to time be incorporated or installed in or attached to the Aircraft, Airframe or any Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss8.4. In addition, Company (or any Permitted Lessee) may Lessee may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided that Company (or any Permitted provided, however, Lessee), except as otherwise provided in Section 7.04(c)8.4, at its own cost and expense, will replace such Parts as promptly as practicablepossible. All replacement Parts parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Aircraft, Airframe or any Engine shall remain subject to the Lien property of this Indenture Lessor, no matter where located located, until it is such time as such Parts shall be replaced by a part parts which have been incorporated or installed in or attached to the Aircraft, Airframe or such Engine that meets and which meet the requirements for replacement Parts parts specified above. Immediately upon any replacement Part part becoming incorporated or installed in or attached to the Aircraft, Airframe or any such Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)provided, without further act, (i) unless the replacement property is temporarily installed on an emergency basis, title to the replaced Part shall thereupon be vest in Lessee free and clear of all rights of Loan Trustee Lessor, and of the Lien of this Indenture and replaced Part shall no longer be deemed a Part hereunder, and (ii) title to such replacement Part part shall become thereupon vest in Lessor (subject only to Permitted Liens and except in the Lien case of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.replacement property

Replacement of Parts. Company shall The Owner, at its own cost and expense, will so long as the Airframe or an Engine is subject to the Lien of this Trust Indenture promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.04(c) 7.03 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company the Owner (or any Permitted Lessee) may may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided , PROVIDED that Company the Owner (or any Permitted Lessee), except as otherwise provided in paragraph (c) of this Section 7.04(c)7.03, will will, at its own cost and expense, replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and pooling arrangements to the extent permitted by paragraph (b) of this Section 7.03 and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in paragraph (c) of this Section 7.04(c)7.03, all Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture Trust Indenture, no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the Airframe or such Engine that meets and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided provided, without further act (subject only to Permitted Liens and any pooling arrangement to the extent permitted by paragraph (b) of this Section 7.03 and except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced title to such replacement Part shall thereupon be free and clear of all rights of Loan Trustee and of owned by the Lien of this Indenture and shall no longer be deemed a Part hereunderOwner, and (ii) such replacement Part shall become subject to the Lien of this Trust Indenture and be deemed a Part part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming (iii) the release of any such replaced Part from shall thereupon be free and clear of all rights of the Indenture Trustee, and shall no longer be subject to the Lien of this IndentureTrust Indenture or be deemed a Part hereunder.

Replacement of Parts. Company shall The Lessee at its own cost and expense, will promptly replace or cause to be replaced all Parts that may from time to time be incorporated or installed in or attached to the Airframe or any Engine and that may from time to time be defective and not economically repairable, become time-expired or due for replacement or worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company the Lessee (or any Permitted LesseeSublessee) may may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any PartsPart, whether or not time-expired, due for replacement, worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided provided, however, that Company the Lessee will, at its own cost and expense, replace (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace cause to be replaced) such Parts Part as promptly as practicable. All replacement Parts Each Replacement Part shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basisLiens) and shall be in at least as good operating condition as, and shall have value, utility, modification status and performance characteristics at least equal to, or, if applicable, comparable to, the Part replaced assuming such replaced Part was in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), Each Part at any Part time removed from the Airframe or each Part removed from any Engine shall remain subject to the Lien property of this Indenture the Lessor, no matter where located located, until it is such time as such Part shall be replaced by a part Part that has been incorporated or installed in or attached to the Airframe or or, as the case may be, the Engine from which such Engine Part was removed and that meets the requirements for replacement Parts a Replacement Part specified aboveabove and shall be subject to the Lien of the Local Mortgage and the Indenture. Immediately upon any replacement Replacement Part becoming incorporated or installed in or attached to the Airframe or any or, as the case may be, an Engine as above provided and title thereto being vested in the Lessor free and clear of all Liens (except in the case of replacement property temporarily installed on an emergency basisPermitted Liens), without further act, act (i) title to the replaced Part shall thereupon be vest in the Lessee free and clear of all rights of Loan Trustee the Lessor and of the Lien of this Indenture Secured Parties and shall no longer be deemed a Part hereunder, hereunder and (ii) such replacement Replacement Part shall become subject to the Lien of this Indenture Lease and be deemed a Part part of the Airframe or or, as the case may be, such Engine for all purposes hereof to the same extent as the Parts Part originally incorporated or installed in or attached to the Airframe or or, as the case may be, such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall (or shall cause a Permitted Lessee to) promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereofgood operating condition. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), Indenture and Security Agreement (2020-1 EETC) N568AS without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument instruments reasonably requested by Company confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall Great Lakes, at its own cost and expense, will promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) Great Lakes may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace Great Lakes replaces such Parts as promptly as practicable. All replacement Parts shall be owned by Great Lakes free and clear of all Liens (except for Permitted Liens Encumbrances and except in the case of replacement property parts temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe any Airframe, Engine, Spare Engine, Propeller or any Engine Spare Propeller shall remain the property of Great Lakes and subject to the Lien of this Indenture Mortgage, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets Parts which meet the requirements for replacement Parts specified aboveherein. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe applicable Airframe, Engine, Spare Engine, Propeller, or any Engine as above provided Spare Propeller without further act (subject only to Permitted Encumbrances and except in the case of replacement property parts temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become the property of Great Lakes and subject to the Lien of this Indenture Mortgage and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to such Airframe, Engine, Spare Engine, Propeller or Spare Propeller and the Airframe or such Enginereplaced Part shall be free and clear of all rights of the Collateral Agent hereunder and shall no longer be deemed a Part hereunder. Upon request of Company Great Lakes from time to time, Loan Trustee shall Collateral Agent shall, at the sole cost and expense of Great Lakes, execute and deliver to Company Great Lakes an appropriate instrument confirming the release of any such replaced Part from the Lien of this IndentureMortgage.

Replacement of Parts. Company shall The Company, at its own cost and expense, will promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in this Section 7.04(c2.03(A) or if the Airframe or an Engine to which a Part relates has suffered an Event Section 2.03(D) of Lossthis Security Agreement. In addition, Company All replacement parts (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except other than replacement parts temporarily installed as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts 2.03(B) of this Security Agreement shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) Liens), and shall be in as good an operating condition, and shall have a value and utility substantially equal to or greater than, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereofof this Security Agreement. Except as otherwise provided in Section 7.04(c), All Parts 128 at any Part time removed from the Airframe or any Engine shall remain subject to the Lien property of this Indenture the Company, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets parts which meet the requirements for replacement Parts specified above. Immediately upon Upon any replacement Part part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)Engine, without further actact (subject only to Permitted Liens and any arrangement permitted by Section 2.03(B) of this Security Agreement), (i) such replacement part shall become the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and property of the Lien of this Indenture Company and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture Security Agreement and be deemed a Part of the Airframe or such Engine for all purposes of this Security Agreement to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such EngineEngine and (ii) the replaced Part shall no longer be deemed a Part under this Security Agreement. Upon written request of Company from time to timeand at the Company's expense, Loan Trustee the Agent shall execute and deliver to the Company an appropriate instrument confirming such releases as the Company may reasonably request to effectuate the release contemplated in clause (ii) of the previous sentence. The Company may remove Parts which the Company determines in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or any Engine (each, an "Obsolete Part"), provided that (i) such removal is being applied by the Company on a fleet-wide basis and does not discriminate against the Aircraft to the extent applicable having regard to the fleet and equipment type and the age of the Aircraft and (ii) removal of any such replaced Part from Obsolete Parts shall not diminish the Lien value, utility or remaining useful life of the Airframe or such Engine, or materially impair the condition or impair the airworthiness thereof, below the value, utility, condition, airworthiness or remaining useful life thereof immediately prior to such removal assuming the Airframe or such Engine was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this IndentureSecurity Agreement.

Replacement of Parts. Company Subject to the provisions of Exhibit E hereof, Lessee at its own cost and expense, shall promptly replace (or cause to be replaced replaced) all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Serviced Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss8. In addition, Company (Lessee may, at its own cost and expense, remove or any Permitted Lessee) may remove cause to be removed in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged damages beyond repair or permanently rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c)8, will will, at its own cost and expense, replace such Parts as promptly as practicablepossible. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) Liens), and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe or any Serviced Engine shall remain subject to the Lien property of this Indenture Lessor, no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified abovelocated. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Serviced Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)provided, without further act, (i) title to the replaced replacement Part shall thereupon be vest in Lessor free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, Liens (except for Permitted Liens); and (iiiii) such replacement Part shall become subject to the Lien of this Indenture Lease and be deemed a Part part of the Airframe or such Serviced Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Serviced Engine. Upon request of Company from time Any Parts replaced or supplied by Lessor pursuant to time, Loan Trustee Exhibit E attached hereto shall execute and deliver be deemed to Company an appropriate instrument confirming satisfy the release of any such replaced Part from the Lien conditions of this IndentureSection.

Replacement of Parts. Company shall If and to the extent required by paragraph (a) above and in compliance with the Operator’s covenant and agreement thereunder, unless prohibited by Applicable Law, the Operator, for the account of the Trust, from time to time will promptly replace or cause all necessary and useful Parts of whatever nature, the replacement of which shall be required in accordance with Prudent Industry Practice, which may from time to time be replaced all Parts incorporated or installed in or attached to the Airframe Facility and which may from time to time fail to function in accordance with their intended use, or any Engine and that become worn out, destroyed, damaged beyond repair, lost, stolen, destroyed, seizedcondemned, confiscated, damaged beyond repair stolen or rendered permanently unfit for use seized for any reasonreason whatsoever. The Trust hereby authorizes the Operator to order Parts for the Facility in the name of the Trust; provided, except as otherwise provided in Section 7.04(c) or if however, that the Airframe or cost thereof shall be an Engine to which a Part relates has suffered an Event of LossOperation and Maintenance Expense hereunder. In addition, Company (or any Permitted Lessee) may remove effective on the Commencement Date, in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for usetesting and pursuant to Prudent Industry Practice and Prudent Engineering Practice, the Operator may remove any Part; provided provided, however, that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace the Operator shall cause such Parts Part to be replaced by a replacement Part as promptly as practicablepracticable and shall sell or otherwise dispose of the Part so removed and, subject to the provisions of Section 5.2(d), credit the entire amount of the net proceeds (if any) of such sale to Operation and Maintenance Expenses hereunder. All replacement Parts shall be free and clear of all Liens (Liens, except for Support and Operating Agreement Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) Liens, and shall be in at least as good operating condition as the Parts replaced, and shall have a value (measured by such Part’s contribution to the Facility’s earning power as opposed to the original cost of the Part), utility and useful life at least equal to the Parts replaced, assuming such replaced Parts were in at least the condition and repair required to be maintained by the terms hereofunder paragraph (a) above. Except as otherwise provided in Section 7.04(c), Each Part at any Part time removed from the Airframe or any Engine Facility, no matter where located, shall remain subject to the Lien of this Indenture no matter where located Head Lease and the User Head Lease until it is such time as such Part shall be replaced by a part replacement Part which has been incorporated or installed in or attached to the Airframe applicable or such Engine that affected portion of the Facility and which meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe applicable or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and affected portion of the Lien of this Indenture and shall no longer be deemed a Part hereunderFacility, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part part of the Airframe or such Engine Facility for all purposes hereof to the same extent as the Parts Part originally incorporated or installed in the applicable or attached to affected portion of the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this IndentureFacility.

Replacement of Parts. Company shall Lessee will promptly replace or cause to be -------------------- replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c8(b) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicablehereof. All replacement Parts parts shall be (i) reasonably acceptable to Lessor, (ii) owned by Lessee free and clear of all Liens (except for Permitted Liens it being understood that any part, prior to its installation on the Aircraft, may have been (but will not upon installation be) leased by Lessee under the terms of a parts lease agreement which permits an exchange of ownership of parts) and except (iii) have a serviceability tag attached and be accompanied by all records required by the FAA, shall be interchangeable as to form, fit and function, shall be in at least the case of replacement property temporarily installed on same mandatory and recommended service bulletin accomplishment status, shall have been overhauled or repaired and inspected (if applicable) by an emergency basis) agent acceptable to the FAA and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereofhereof and all historical records with respect to such Parts shall be retained. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the any Airframe or any Engine shall remain the property of Lessor and subject to the Lien of this Indenture Lease, no matter where located located, until it is such time as such Parts shall be replaced by a part parts which have been incorporated or installed in or attached to the applicable Airframe or such Engine that meets and which meet the requirements for replacement Parts parts specified above. Immediately upon any replacement Part part becoming incorporated or installed in or attached to the applicable Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)above, without further act, (i) the replaced Part title thereto shall thereupon be free vest in and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part part shall become the property of Lessor and shall become subject to the Lien of this Indenture Lease and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the such Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming ; (ii) the release of any such replaced Part from shall no longer be the Lien property of this IndentureLessor and shall no longer be deemed a Part hereunder; and (iii) title to the replaced Part shall thereupon vest in Lessee, free and clear of all rights of Lessor.

Replacement of Parts. Company shall Sublessee, at its cost and expense, promptly will replace or cause to be replaced all Parts, including any such Parts incorporated removed from any Airframe, Engine, Propeller or installed in or attached Spare Engine which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(cparagraphs (b) or if the Airframe or an Engine to which a Part relates has suffered an Event (c) of Lossthis Section 8. In addition, Company at its cost and expense, Sublessee may, and may permit a Permitted Sublessee (or any Permitted Lesseemaintenance provider for the Equipment) may to remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, or as may be required or, in Sublessee’s (or any Permitted Sublessee’s) reasonable opinion, advisable, in contemplation of the return of the Equipment to Sublessor in accordance with this Sublease, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided that Company (or any Permitted Lessee)Sublessee will, except as otherwise provided in Section 7.04(c)herein, will replace at its cost and expense, replace, or cause to be replaced, such Parts as promptly as practicable. All replacement Parts parts (other than replacement parts temporarily installed on any Airframe, Engine, Propeller or Spare Engine as provided in Section 8(b) hereof) shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) Liens), and shall be in as good an operating condition, and shall have value and utility substantially equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereofhereof (but without taking into consideration hours and cycles remaining until overhaul). Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe any Airframe, Engine, Propeller or any Spare Engine shall remain subject to the Lien property of this Indenture Head Lessor, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets parts which meet the requirements for replacement Parts parts specified above. Immediately upon Upon any replacement Part part becoming incorporated or installed in or attached to the Airframe any Airframe, Engine, Propeller or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)Spare Engine, without further actact (subject only to Permitted Liens and any arrangement permitted by Section 8(b) hereof), (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part part shall become the property of Head Lessor and shall become subject to the Lien of Head Lease and this Indenture Sublease and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to such Airframe, Engine, Propeller or Spare Engine and (ii) the Airframe replaced Part shall no longer be the property of Head Lessor and shall no longer be deemed a Part hereunder or such Engine. Upon request of Company from time under the Head Sublease, and title to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from shall vest in Sublessee (or, if a Permitted Sublease is then in effect, the Lien Permitted Sublessee) as provided in this Sublease. No DER Parts or PMA Parts may be installed on any Item of this IndentureEquipment or any part thereof without Sublessor’s consent, acting reasonably, except that no such consent shall be required to the extent that following such installation, the value of all DER Parts or PMA Parts then installed on such Item of Equipment does not exceed [*].

Replacement of Parts. Company shall Grantors, at their own cost and expense, will promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss2.02(c). In addition, Company a Grantor (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any PartsPart, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company such Grantor (or any Permitted Lessee), except as otherwise provided in Section 7.04(c2.02(c), will replace replaces such Parts Part as promptly as practicable. All replacement Parts shall be owned by a Grantor free and clear of all Liens (except for Permitted Liens Collateral Liens, pooling arrangements permitted by Section 2.02(b) hereof and except in the case of replacement property parts temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe any Airframe, Engine or any Spare Engine shall remain the property of a Grantor and subject to the Lien of this Indenture Mortgage, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets Parts which meet the requirements for replacement Parts specified aboveherein. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe applicable Airframe, Engine or Spare Engine, without further act (subject only to Permitted Collateral Liens and any Engine as above provided (pooling arrangement permitted by Section 2.02(b) hereof and except in the case of replacement property parts temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become the property of a Grantor and subject to the Lien of this Indenture Mortgage and be deemed a Part of the Airframe or such Engine [Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement] for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to such Airframe, Engine or Spare Engine and the Airframe or such Enginereplaced Part, without further act, shall be free and clear of all rights of the Administrative Agent hereunder and shall no longer be deemed a Part hereunder and shall no longer be subject to the Lien of this Mortgage. Upon request of Company a Grantor from time to time, Loan Trustee the Administrative Agent shall execute and deliver to Company such Grantor an appropriate instrument confirming the release of any such replaced Part from the Lien of this IndentureMortgage.

Replacement of Parts. Company shall Lessee, at its own cost and expense, will promptly replace or cause to be replaced all Parts that may from time to time be incorporated or installed in or attached to the Airframe or any Engine and that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) may Lessee may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided that Company (or any Permitted Lessee)Lessee will, except as otherwise provided in Section 7.04(c)at its own cost and expense, will replace such Parts as promptly as practicablepossible. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basispooling arrangements permitted by Section 6(d)) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof). Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture Lease, no matter where located located, until it is such time as such Parts shall be replaced by a part Parts that have been incorporated or installed in or attached to the Airframe or such Engine and that meets meet the requirements for replacement replaced Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)provided, without further act, (i) title to the replaced Part shall thereupon be there upon vest in Lessee, free and clear of Lessor's Liens and all rights of Loan Trustee and of the Lien of this Indenture Lessor and shall no longer be deemed a Part hereunderhereunder provided, however, that in the case of any Part that is replaced by a replacement Part subject to a pooling arrangement, title to such replaced Part shall not vest in Lessee until Lessee has complied with Section 6(d), (ii) title to such replacement Part shall vest in Lessor and such replacement Part shall thereupon become subject to this Lease (subject only to a pooling arrangement to the extent permitted by Section 6(d)) and (iiiii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request Notwithstanding the provisions of Company from this Section 6(c), provided that no Event of Default has occurred and is continuing, Lessee may install any part on the Engine by way of temporary replacement if: (i) there is not available to Lessee at the time and in the place that a part is required to timebe installed on the Engine, Loan Trustee shall execute a Replacement Part complying with the requirements of Section 6(c); (ii) it would result in an unreasonable disruption of the operation of the Engine and/or the business of Lessee to ground the Engine until a Part complying with Section 6(c) becomes available for installation on the Engine; and deliver (iii) as soon as practicable after installation of the same on the Engine but, in any event, no later than the date of the next restoration shop visit (except as such time may be extended pursuant to Company an appropriate instrument confirming the release of Section 8(a)), Lessee removes any such replaced Part from the Lien of this Indenturepart and replaces it with a part complying with Section 6(c).

Replacement of Parts. Company shall Except as otherwise provided in the proviso to the third sentence of Section 3.3(j), Grantor, at its own cost and expense, will promptly replace or cause to be replaced all Parts incorporated or installed in or attached that may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, Grantor, at its own cost and expense, may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company (or any Permitted Lessee)Grantor, at its own cost and expense, shall, except as otherwise provided in the proviso to the third sentence of Section 7.04(c3.3(j), will replace such Parts as promptly as practicablepracticable with replacement Parts. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except shall be in the case of replacement property temporarily installed on an emergency basis) as good operating condition as, and shall be have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except in respect of any Part that Grantor may remove from an Airframe, an Engine, a Rotor, or a Rotor Blade as otherwise provided in the proviso to the third sentence of Section 7.04(c3.3(j), all Parts at any Part time removed from the Airframe an Airframe, an Engine, a Rotor, or any Engine a Rotor Blade shall remain the property of Grantor and subject to the Lien of this Indenture Agreement, no matter where located located, until it is such time as such Parts shall be replaced by a part Parts that have been incorporated or installed in or attached to the Airframe an Airframe, Engine, a Rotor, or such Engine a Rotor Blade and that meets meet the requirements for replacement Parts specified abovein the first paragraph of this Section 3.3(h). Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe an Airframe, Engine, Rotor, or any Engine a Rotor Blade as above provided (except in the case of replacement property temporarily installed on an emergency basisthis Section 3.3(h), without further act, (i) title to the replaced Part shall thereupon be free and clear of all rights of Loan Trustee Collateral Agent and of the Lien of this Indenture and such Part shall no longer be deemed a Part hereunder, ; (ii) title to such replacement Part shall thereupon vest in Grantor; and (iiiii) such replacement Part shall become subject to the Lien of this Indenture Agreement and be deemed a Part part of such Airframe, Engine, Rotor, or Rotor Blade as the Airframe or such Engine case may be, for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe such Airframe, Engine, Rotor, or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this IndentureRotor Blade.

Replacement of Parts. Company shall (or shall cause a Permitted Lessee to) promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Indenture and Security Agreement (2019-1 EETC) N360DN Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument instruments reasonably requested by Company confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall Sublessee, at its cost and expense, promptly will replace or cause to be replaced all Parts, including any such Parts incorporated removed from any Airframe, Engine, Propeller or installed in or attached Spare Engine which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(cparagraphs (b) or if the Airframe or an Engine to which a Part relates has suffered an Event (c) of Lossthis Section 8. In addition, Company at its cost and expense, Sublessee may, and may permit a Permitted Sublessee (or any Permitted Lesseemaintenance provider for the Equipment) may to remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, or as may be required or, in Sublessee’s (or any Permitted Sublessee’s) reasonable opinion, advisable, in contemplation of the return of the Equipment to Sublessor in accordance with this Sublease, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided that Company (or any Permitted Lessee)Sublessee will, except as otherwise provided in Section 7.04(c)herein, will replace at its cost and expense, replace, or cause to be replaced, such Parts as promptly as practicable. All replacement Parts parts (other than replacement parts temporarily installed on any Airframe, Engine, Propeller or Spare Engine as provided in Section 8(b) hereof) shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) Liens), and shall be in as good an operating condition, and shall have value and utility substantially equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereofhereof (but without taking into consideration hours and cycles remaining until overhaul). Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe any Airframe, Engine, Propeller or any Spare Engine shall remain subject to the Lien property of this Indenture Head Lessor, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets parts which meet the requirements for replacement Parts parts specified above. Immediately upon Upon any replacement Part part becoming incorporated or installed in or attached to the Airframe any Airframe, Engine, Propeller or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)Spare Engine, without further actact (subject only to Permitted Liens and any arrangement permitted by Section 8(b) hereof), (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part part shall become the property of Head Lessor and shall become subject to the Lien of Head Lease and this Indenture Sublease and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to such Airframe, Engine, Propeller or Spare Engine and (ii) the Airframe replaced Part shall no longer be the property of Head Lessor and shall no longer be deemed a Part hereunder or such Engine. Upon request of Company from time under the Head Sublease, and title to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from shall vest in Sublessee (or, if a Permitted Sublease is then in effect, the Lien Permitted Sublessee) as provided in this Sublease. No DER Parts or PMA Parts may be installed on any Item of this Indenture.Equipment or any part thereof without Sublessor’s consent, acting reasonably, except that no such consent shall be required to the extent that following such installation, the value of all DER Parts or PMA Parts then installed on such Item of Equipment does not exceed [*]. (b)

Replacement of Parts. Company shall (or shall cause a Permitted Lessee to) promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove (or cause to be removed) in the ordinary course of N907DN maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument instruments reasonably requested by Company confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall Owner, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.04(c) 7.03 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company Owner (or any Permitted Lessee) may may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company Owner (or any Permitted Lessee), except as otherwise provided in paragraph (c) of this Section 7.04(c)7.03, will will, at its own cost and expense, replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in paragraph (c) of this Section 7.04(c)7.03, all Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien property of this Indenture Owner, no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified abovelocated. Immediately upon any replacement Part part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided provided, without further act (subject only to Permitted Liens and any pooling arrangement to the extent permitted by paragraph (b) of this Section 7.03 and except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time , and title to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from shall thereupon vest in Owner (or, if a Lease is then in effect, any Lessee), free and clear of the Lien of this IndentureIndenture and shall no longer be deemed a Part hereunder.

Replacement of Parts. Company shall Except as otherwise provided herein, Lessee, at its own cost and expense, will promptly replace (or cause to be replaced replaced) all Parts that are from time to time incorporated or installed in or attached to the Airframe or any Engine Aircraft, and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company Lessee may, at its own cost and expense, remove (or any Permitted Lesseepermit to be removed) may remove in the ordinary course of maintenance, service, repair, overhaul overhaul, or testing, testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered permanently unfit for use; provided that Company (or any Permitted Lessee)provided, that, except as otherwise provided in Section 7.04(c)herein, Lessee will replace or cause the replacement of such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (Liens, except for Permitted Liens and pooling arrangements to the extent permitted by (S) C below and shall be in good operating condition and (except in the case of replacement property installed on the basis of operational exigencies) have a value, remaining useful life, and utility not less than the value, remaining useful life, and utility of the Parts replaced (assuming such replaced Parts were in the condition required under this Lease). Except as otherwise provided herein, all Parts at any time removed from the Aircraft shall remain the property of Lessor, no matter where located, until they are replaced by Parts that have been incorporated or installed in or attached to the Aircraft and that meet the requirements for replacement Parts specified above. As soon as a replacement Part is incorporated or installed in or attached to the Aircraft as above provided, without further act, (1) title to the replaced Part shall vest in Lessee (or if a Permitted Sublease is then in effect, in the Permitted Sublessee) free and clear of all Lessor Liens and all rights of Lessor, and the replaced Part shall no longer be deemed a Part hereunder, (2) title to such replacement Part shall vest in Lessor, subject only to Permitted Liens and pooling arrangements to the extent permitted by (S) C below and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii3) such replacement Part shall become subject to this Lease and the Lien of this Indenture Mortgage and be deemed a Part part of the Airframe or such Engine Aircraft for all purposes hereof and thereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this IndentureAircraft.

Replacement of Parts. Company shall (or shall cause a Permitted Lessee to) promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument instruments reasonably requested by Company confirming the release of any such replaced Part from the Lien of this Indenture.. Indenture and Security Agreement (2020-1 EETC) N946JL

Replacement of Parts. Company shall The Grantor, at its own cost and expense, will promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee2.02(c), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be owned by the Grantor free and clear of all Liens (except for Permitted Liens Encumbrances, pooling arrangements permitted by Section 2.02(b) hereof and except in the case of replacement property parts temporarily installed on an emergency basis) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe any Airframe, Engine or any Spare Engine shall remain the property of the Grantor and subject to the Lien of this Indenture Mortgage, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets Parts which meet the requirements for replacement Parts specified aboveherein. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe applicable Airframe, Engine or Spare Engine, without further act (subject only to Permitted Encumbrances and any Engine as above provided (pooling arrangement permitted by Section 2.02(b) hereof and except in the case of replacement property parts temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become the property of the Grantor and subject to the Lien of this Indenture Mortgage and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to such Airframe, Engine or Spare Engine and the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indentureshall no longer be deemed a Part hereunder.

Replacement of Parts. Company shall Lessee, at its own cost and expense, will, or will cause a Permitted Sublessee to, at its own cost and expense, promptly replace (or cause to be replaced replaced) all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, Lessee may, at its own cost and expense, or may permit a Permitted Sublessee at its own cost and expense to, remove (or cause to be removed) any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c)herein, at its own cost and expense will, or will cause a Permitted Sublessee at its own cost and expense to, replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens, other than Liens permitted by Section 14 hereof and pooling arrangements to the extent permitted by paragraph (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basisc) and below, shall be in as good an operating condition as, and have a utility to and value not less than the utility and value of the Parts replaced (assuming such replaced parts were in the condition and repair in which they were required to be maintained by the terms hereof) and, when installed, will not diminish the useful life of the Airframe or Engine. Except as otherwise provided in Section 7.04(c)herein, all Parts owned by the Lessor which are at any Part time removed from the Airframe or any Engine Aircraft shall remain the property of the Lessor and subject to the Lien of this Indenture Lease, no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the Airframe or such Engine that meets Aircraft and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine Aircraft as above provided (except in the case of replacement property temporarily installed on an emergency basis)provided, without further act, (i) title to the replaced Part removed part shall thereupon be vest in Lessee, free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunderLessor, and (ii) title to such replacement Part part shall thereupon vest solely in Lessor, subject only to Liens permitted by Section 14 hereof and pooling arrangements to the extent permitted by paragraph (c) below and (iii) such replacement part shall become subject to the Lien of this Indenture Lease and be deemed a Part of the Airframe or such Engine for all purposes thereof and hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenturewhich it has replaced.

Replacement of Parts. Company shall (or shall cause a Permitted Lessee to) promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. N510DN Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument instruments reasonably requested by Company confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall LESSEE, at its own cost and expense, will -------------------- promptly replace or cause to be replaced all Parts that may from time to time be incorporated or installed in or attached to the Airframe or any an Engine and that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) may LESSEE may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided that Company (or any Permitted Lessee)LESSEE will, except as otherwise provided in Section 7.04(c)at its own cost and expense, will replace such Parts as promptly as practicablepossible. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basispooling arrangements permitted by Section 6(c)) and shall be in as good operating ------------ condition as, in similar modification and service bulletin accomplishment status as, shall be fully interchangeable as to form, fit and function and shall have a value and utility at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof). Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture Lease, no matter where located located, until it is such time as such Parts shall be replaced by a part Parts that have been incorporated or installed in or attached to the Airframe or such Engine and that meets meet the requirements for replacement replaced Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any an Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)provided, without further act, (i) title to the replaced Part shall thereupon be there upon vest in LESSEE, free and clear of all rights of Loan Trustee and of the Lien of this Indenture LESSOR and shall no longer be deemed a Part hereunderhereunder provided, however, that in the case of any Part that is replaced by a replacement Part subject to a pooling arrangement, title to such replaced Part shall not vest in LESSEE until LESSEE has complied with Section 6(c), (ii) title to such replacement Part shall vest ------------ in LESSOR and such replacement Part shall thereupon become subject to this Lease (subject only to a pooling arrangement to the extent permitted by Section ------- 6(c)) and (iiiii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part part of the Airframe or such Engine for ----- all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall (or shall cause a Permitted Lessee to) promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and Indenture and Security Agreement (2020-1 EETC) N301DV except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument instruments reasonably requested by Company confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall Lessee, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss8(c). In addition, Company (or any Permitted Lessee) may Lessee may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c8(c), will will, at its own cost and expense, replace such Parts as promptly as practicablepossible. All replacement Parts shall be free and clear of all Liens (except for pooling arrangements to the extent permitted by Section 8(b) and Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) Liens), and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained AA-EETC 2001 Lease by the terms hereof. Except as otherwise provided in Section 7.04(c), Title to all Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture vested in Lessor no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the Airframe or such any Engine that meets and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)provided, without further act, (i) title to the replaced Part shall thereupon be vest in Lessee, free and clear of all rights of Loan Trustee Lessor, and of the Lien of this Indenture and such replaced Part shall no longer be deemed a Part hereunder, (ii) title to such replacement Part shall thereupon vest in Lessor, free and clear of all Liens (except for Permitted Liens) and (iiiii) such replacement Part shall become subject to the Lien of this Indenture Lease and be deemed a Part part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall American, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the any Airframe or any Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss5.04(c). In addition, Company (American may, at its own cost and expense, remove or any Permitted Lessee) may remove cause to be removed in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee)American, except as otherwise provided in Section 7.04(c5.04(c), will will, at its own cost and expense, replace or cause to be replaced such Parts as promptly as practicablepossible. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) Liens), and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the any Airframe or any Engine shall remain subject to the Lien of this Indenture Security Agreement no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the such Airframe or such Engine that meets and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the any Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)provided, without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee the Agent and of the Lien of this Indenture Security Agreement and shall no longer be deemed a Part hereunder, hereunder and (ii) such replacement Part shall become subject to American Airlines - Aircraft Security Agreement the Lien of this Indenture Security Agreement and be deemed a Part of the such Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the such Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall (or shall cause a Permitted Lessee to) promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereofgood operating condition. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), Indenture and Security Agreement (2020-1 EETC) N494AS without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument instruments reasonably requested by Company confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture. Indenture and Security Agreement (2010-2 EETC) [Reg. No.]

Replacement of Parts. Company shall Sublessee, at its own cost and expense (except as otherwise expressly provided herein), will promptly replace or cause to be replaced all Parts that may from time to time be incorporated or installed in or attached to the Airframe Aircraft or any Engine and that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss6(e). In addition, Company (or any Permitted Lessee) may Sublessee may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided that Company (or any Permitted Lessee)Sublessee, except as otherwise provided in Section 7.04(c6(e), will will, at its own cost and expense, replace such Parts as promptly as practicablepossible. All replacement Parts shall (i) be free and clear of all Liens (except for Permitted Liens Liens, as hereinafter defined, and except for pooling arrangements to the extent permitted by Section 6(d)), (ii) be in airworthy and good operating condition and of at least equivalent model and modification status and have a value and utility at least equal to, the case of replacement property temporarily installed on an emergency basis) and shall be Parts replaced (assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof) and (iii) if applicable, have a current "serviceable tag" of the manufacturer or maintenance facility providing such items to Sublessee, indicating that such Parts are new, serviceable or overhauled. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe Aircraft or any Engine shall remain subject to the Lien of this Indenture Sublease, no matter where located located, until it is such time as such Parts shall be replaced by a part Parts that have been incorporated or installed in or attached to the Airframe Aircraft or such Engine and that meets meet the requirements for replacement replaced Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe Aircraft or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)provided, without further act, (i) title to the replaced Part shall thereupon be vest in Sublessee, free and clear of Sublessor's Liens and all rights of Loan Trustee Sublessor, Agent and of the Lien of this Indenture Lenders and shall no longer be deemed a Part hereunderhereunder provided, however, that in the case of any Part that is replaced by a replacement Part subject to a pooling arrangement, title to such replaced Part shall not vest in Sublessee until Sublessee has complied with the provisions of Section 6(d), (ii) title to such replacement Part shall vest in Sublessor and such replacement Part shall thereupon become subject to this Sublease (subject only to a pooling arrangement to the extent permitted by Section 6(d)) and (iiiii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part part of the Airframe Aircraft or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe Aircraft or such Engine. Upon request Notwithstanding the provisions of Company from this Section 6(c), provided that no Event of Default has occurred and is continuing, Sublessee may install any engine or part on the Aircraft by way of temporary replacement if: (i) there is not available to Sublessee at the time and in the place that an engine or part is required to timebe installed on the Aircraft, Loan Trustee shall execute a Replacement Engine or, as the case may be, Part complying with the requirements of Section 6(c); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Sublessee to ground the Aircraft until an Engine or Part, as the case may be, complying with Section 6(c) becomes available for installation on the Aircraft; and deliver (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the date of the next major maintenance check (except as such time may be extended pursuant to Company an appropriate instrument confirming the release of Section 8(b)), Sublessee removes any such replaced Part from engine or part and replaces it with an Engine or Part, as the Lien of this Indenturecase may be, complying with Section 6(c).

Replacement of Parts. Company shall Lessee, at its own cost and expense, will promptly replace or cause all Parts, which may from time to time be replaced all Parts incorporated or installed in or attached to the any Airframe or any Engine and that which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss8. In addition, Company (or any Permitted Lessee) may Lessee may, at its own cost and expense, remove in on the ordinary course of maintenance, service, service repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in paragraph (c) of this Section 7.04(c)8, will will, at its own cost and expense, promptly replace such Parts as promptly as practicableParts. All A11 replacement Parts parts shall be free and clear of all Liens (except for pooling arrangements to the extent permitted by paragraph (b) of this Section 8 and other Permitted Liens and except in the case of replacement property temporarily installed on an emergency basisLiens) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the any Airframe or any Engine shall remain subject to the Lien property of this Indenture Lessor, no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the such Airframe or such any Engine that meets and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the any Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)provided, without further act, (i) title to the replaced Part shall thereupon be vest in Lessee, free and clear of all rights of Loan Trustee and of the Lien of this Indenture Lessor, and shall no longer be deemed a Part hereunder, (ii) title to such replacement Part shall thereupon vest in Lessor (subject only to a pooling arrangement to the extent permitted by paragraph (b) of this Section 8 and other Permitted Liens) and (iiiii) such replacement Part shall become subject to the Lien of this Indenture Lease and be deemed a Part part of the Airframe or such Airframe, such Engine for all purposes to hereof or the same extent as the Parts originally incorporated or installed in or attached to the such Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall (or shall cause a Permitted Lessee to) promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereofgood operating condition. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument instruments reasonably requested by Company confirming the release of any such replaced Part from the Lien of this Indenture.. Indenture and Security Agreement (2020-1 EETC) N626QX

Replacement of Parts. Company shall Except as otherwise provided herein, Lessee, at its own cost and expense, will promptly replace (or cause to be replaced replaced) all Parts that are from time to time incorporated or installed in or attached to the Airframe or any Engine Engine, and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered permanently unfit for use for any reasonreason whatsoever; provided, that, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In additionherein, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), Lessee will replace or cause the replacement of such Parts as promptly as practicable. All replacement Parts shall be serviceable and approved under the Maintenance Program for use on the Airframe or Engines and shall be free and clear of all Liens (Liens, except for Permitted Liens and pooling arrangements to the extent permitted by § C below, and shall be in good operating condition and (except in the case of replacement property installed on the basis of temporary operational exigencies) have a value and utility not less than the value and utility of the Parts replaced (assuming such replaced Parts were in the condition required under this Lease). Except as otherwise provided herein, all Parts at any time removed from the Airframe or any Engine shall remain the property of Lessor, no matter where located, until they are replaced by Parts that have been incorporated or installed in or attached to the Airframe or Engine, as the case may be, and that meet the requirements for replacement Parts specified above. As soon as a replacement Part is incorporated or installed in or attached to the Airframe or *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC Engine as above provided, without further act, (1) title to the replaced Part shall vest in Lessee (or if a Permitted Sublease is then in effect, in the Permitted Sublessee), in “as-is, where-is” condition, free and clear of all Lessor Liens attributable to Lessor or Owner Participant, and all rights of Lessor, and the replaced Part shall no longer be deemed a Part hereunder, (2) title to such replacement Part shall vest in Lessor, subject only to Permitted Liens and pooling arrangements to the extent permitted by § C below, and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii3) such replacement Part shall become subject to the Lien of this Indenture Lease and be deemed a Part part of the Airframe or such Engine Aircraft for all purposes hereof and thereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this IndentureAircraft.

Replacement of Parts. Company shall The Borrower will promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss4.03. In addition, Company the Borrower may, at its own cost and expense, or may permit a Lessee at its own cost and expense to, remove (or any Permitted Lesseecause to be removed) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, testing any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided provided, however, that Company (or any Permitted Lessee)the Borrower, except as otherwise provided in Section 7.04(c)herein, at its own cost and expense, will, or will cause, a Lessee at its own cost and expense to, replace such Parts as promptly as reasonably practicable. All replacement Parts parts (other than replacement parts temporarily installed as provided in Section 4.02) shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) any arrangement permitted by Section 4.02), and shall be in as good an operating condition, and shall have a value and utility substantially equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture Security Agreement, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets parts which meet the requirements for replacement Parts parts specified above. Immediately Immediately, upon any replacement Part part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)Engine, without further actact (subject only to Permitted Liens and any arrangement permitted by Section 4.02 hereof), (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part part shall become subject to the Lien of this Indenture Security Agreement and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute Engine and deliver to Company an appropriate instrument confirming (ii) the release of any such replaced Part from shall no longer be deemed a Part hereunder and shall be free and clear of the Lien of this IndentureSecurity Agreement.

Replacement of Parts. Company Each Grantor shall promptly replace or cause to be replaced all Parts incorporated or installed in or attached Parts, which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, 187 seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) each Grantor may remove or may cause to be removed in the ordinary course of maintenance, service, repair, overhaul or testing, testing of any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; provided provided, however, that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), the Grantor will replace or will cause to be replaced such Parts as promptly as practicablepossible. All replacement Parts shall be free and clear of all Liens (except for other than Permitted Liens and except in the case of replacement property temporarily installed on an emergency basisLiens) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof; provided, however, that each Grantor shall have the right to install or to cause to be installed temporary replacement Parts pending the completion of permanent repairs or installation of permanent replacement Parts, in which event the Grantor shall install or shall cause to be installed permanent replacement Parts to meet such requirements as soon as reasonably possible and in any event within ninety (90) days from the date of installation of such temporary replacement Parts. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe any Aircraft or any Engine shall remain subject to the Lien of created under this Indenture Security Agreement no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated in such Aircraft or installed in or attached to the Airframe or such Engine that meets and which meet the requirements for replacement Parts specified aboveof subsections (i) and (ii) below. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe any Aircraft or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis)above, without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of created under this Indenture Security Agreement and be deemed a Part part of the Airframe such Aircraft or such Engine for all purposes hereof to the same extent as the Parts originally incorporated in such Aircraft or installed Engine (and the Grantor shall make all filings or registrations necessary to perfect the Agent's Lien in or attached to such Part), and (ii) the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part shall be released from the Lien of this Indenture.Security Agreement and the replaced Part shall no longer be deemed a Part hereunder;

Replacement of Parts. Company Except as provided in Section 4.03, Borrower -------------------- shall promptly replace (or cause to be replaced replaced) all Parts which from time to time are incorporated or installed in or attached any Item and which from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company if Borrower removes (or any Permitted Lesseepermits to be removed) may remove in the ordinary course of maintenance, service, repair, overhaul overhaul, or testing, testing any PartsPart, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair repair, or permanently rendered permanently unfit for use; provided that Company , or subjects any Part to a pooling arrangement described in Section 3.03, Borrower shall replace (or any Permitted Lessee)cause to be replaced) such Part as promptly as practicable with a replacement Part, except as otherwise provided in Section 7.04(c), will replace 4.03. Each such Parts as promptly as practicable. All replacement Parts Part shall be free and clear of all Liens (except for Permitted Liens and except in pooling arrangements to the case of replacement property temporarily installed on an emergency basis) extent permitted by Section 3.03), shall have at least the same value and utility as the replaced Part, and shall be in the condition and repair required to be maintained by the terms hereofgood operating condition. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe or any Engine Item as herein provided shall remain subject to the Lien of this Indenture Mortgage, no matter where located located, until it is such time as such Parts are replaced by a part Parts which have been incorporated or installed in or attached to the Airframe or such Engine that meets Aircraft and which meet the requirements for replacement Parts (as specified abovein this section). Immediately upon any replacement Part Part's becoming incorporated or installed in or attached to the Airframe or any Engine Item as above provided (except in the case of replacement property temporarily installed on an emergency basis)this section, without further act, (i) such replacement Part shall become subject to this Mortgage and be deemed a part of such Item for all purposes hereof to the same extent as the Part replaced, and the replaced Part shall thereupon no longer be free and clear of all rights of Loan Trustee and of the Lien of subject to this Indenture Mortgage and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company The Company, at its own expense, shall promptly replace or cause to be replaced all Parts that may from time to time be incorporated or installed in or attached to the such Airframe or any such Engine and that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the such Airframe or an any such Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) the Company, at its own expense, may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee)the Company, except as otherwise provided in Section 7.04(c), at its own expense, will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be have a value and utility at least equal to the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), all Parts at any Part time removed from the such Airframe or any such Engine shall remain subject to the Lien of this Indenture Aircraft Security Agreement no matter where located until it is such time as such Parts shall be Aircraft Security Agreement AA 2009-2 Secured Notes replaced by a part parts that have been incorporated or installed in or attached to the such Airframe or such Engine and that meets meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the such Airframe or any such Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture Aircraft Security Agreement and of all rights and interests of the Security Agent (and the other beneficiaries hereof) and shall no longer be deemed a Part hereunder, hereunder and (ii) such replacement Part shall become subject to the Lien of this Indenture Aircraft Security Agreement and be deemed a Part of the such Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the such Airframe or such Engine. Upon request of the Company from time to time, Loan Trustee the Security Agent (and, if the Company so requests, the Trustee) shall execute and deliver to the Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this IndentureAircraft Security Agreement.

Replacement of Parts. Company shall Other than Parts which constitute the Hush Kits, Lessee, at its own cost and expense, will promptly replace or cause to be replaced by the Approved Maintenance Provider, or applicable vendor of the same, all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, Lessee may, at its own cost and expense, cause to be removed any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will Lessee shall immediately replace such Parts as promptly as practicable(other than Parts constituting the Hush Kits, which may be removed or replaced at Lessee's option), at its own cost and expense. All replacement Parts (other than the Hush Kits) shall be free and clear of all Liens, other than Liens (except for Permitted Liens permitted by Section 14 hereof, shall be in at least the same modification status and except in the case of replacement property temporarily installed on service bulletin accomplishment status, shall be interchangeable as to form, fit and function, shall have been overhauled, repaired and inspected by an emergency basis) FAA-approved agency and shall bear FAA acceptable tags, and shall be in as good an operating condition as, and have a value, utility and remaining useful life at least equal to, the Parts replaced (assuming such replaced Parts were in the condition and repair in which they were required to be maintained by the terms hereof) and all historical records relating to such replacement Parts shall be maintained by Lessee in English, and in compliance with the requirements of the FAA. Except as otherwise provided in Section 7.04(c), All Parts (other than the Hush Kits) which are at any Part time removed from the Airframe or any Engine Aircraft shall remain the property of Lessor and subject to the Lien of this Indenture Lease, no matter where located located, until it is such time as such Parts shall be replaced by a part Parts which have been incorporated or installed in or attached to the Airframe or such Engine that meets Aircraft and which meet the requirements for replacement replacemeent Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine Aircraft as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further actprovided, (i) title to the replaced removed Part shall thereupon be vest in Lessee, free and clear of all rights of Loan Trustee and of the Lien of this Indenture and Lessor, (ii) title to such replacement Part shall no longer be deemed a Part hereunderthereupon vest solely in Lessor, and (iiiii) such replacement Part shall become subject to the Lien of this Indenture Lease and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenturewhich it has replaced.

Replacement of Parts. Company shall (or shall cause a Permitted Lessee to) promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of N801DZ Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument instruments reasonably requested by Company confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall (or shall cause a Permitted Lessee to) promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument instruments reasonably requested by Company confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall The Lessee will promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c8(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company the Lessee (or any Permitted LesseeSublessee) may may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company the Lessee (or any Permitted LesseeSublessee), except as otherwise provided in Section 7.04(c8(c), will will, at its own cost and expense, replace such Parts as promptly as practicable. All replacement Parts parts (other than replacement parts temporarily installed as provided in Section 8(b)) shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) Liens), and shall be in as good an operating condition as, and shall have a value and utility substantially equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c8(c), all Parts at any Part time removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture the Mortgage, no matter where located located, until it is such time as such Parts shall be replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets parts which meet the requirements for replacement Parts parts specified above. Immediately upon Upon any replacement Part part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided Engine, without further act (subject only to Permitted Liens and any arrangement permitted by Section 8(b) hereof and except in the case of replacement property temporarily installed on an emergency basisas provided in Section 8(b), without further act), (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part part shall become subject to the Lien of this Indenture the Mortgage and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute Engine and deliver to Company an appropriate instrument confirming (ii) the release of any such replaced Part from shall be free and clear of all rights of the Security Trustee, and shall no longer be subject to the Lien of this Indenturethe Mortgage or deemed a Part hereunder.

Replacement of Parts. Company shall The Grantor, at its own cost and expense, will promptly replace or cause to be replaced all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reasonreason whatsoever, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee2.02(c), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be owned by the Grantor free and clear of all Liens (except for Permitted Liens Liens, pooling arrangements permitted by Section 2.02(b) hereof and except in the case of replacement property parts temporarily installed on an emergency basis) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), All Parts at any Part time removed from the Airframe or any Engine shall remain the property of the Grantor and subject to the Lien of this Indenture Mortgage, no matter where located until it is replaced by a part incorporated or installed located, and shall be used, maintained, overhauled and/or repaired, as the case may be, in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified aboveaccordance with Section 2.06(c) hereof. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or an Engine, without further act (subject only to Permitted Liens and any Engine as above provided (pooling arrangement permitted by Section 2.02(b) hereof and except in the case of replacement property parts temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become the property of the Grantor and subject to the Lien of this Indenture Mortgage and be deemed a Part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute [Equipment Mortgage and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.Security Agreement]

Replacement of Parts. Company shall (or shall cause a Permitted Lessee to) promptly replace or cause to be replaced all Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove (or cause to be removed) in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Indenture and Security Agreement (2019-1 EETC) N103DU Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder, and (ii) such replacement Part shall become subject to the Lien of this Indenture and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument instruments reasonably requested by Company confirming the release of any such replaced Part from the Lien of this Indenture.

Replacement of Parts. Company shall Lessee, at its own cost and expense, will promptly replace replace, or cause to be replaced replaced, all Parts incorporated or installed in or attached which may from time to the Airframe or any Engine and that time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Lossreason whatsoever. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or testing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may at its own cost and expense remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered permanently unfit for use; , provided that Company Lessee (or any or, if a Permitted Lessee)Sublease is in effect, except as otherwise provided in Section 7.04(c), will a Permitted Sublessee) shall replace at its own cost and expense such Parts as promptly as practicablepossible. All replacement Parts shall be free and clear of all Liens (except for pooling arrangements to the extent permitted by paragraph (c) of this Section and Permitted Liens Liens), be in at least the equivalent or better modification status and except in the case of replacement property temporarily installed on an emergency basis) service bulletin accomplishment status, be fully interchangeable as to form, fit and function and shall be in as good operating condition as, and have a value, remaining useful life and utility at least equal to, the Parts replaced (assuming such replaced parts were in the condition and repair in which they were required to be maintained by the terms hereof). Except as otherwise provided in Section 7.04(c), All Parts which are at any Part time removed from the Airframe or any Engine Aircraft shall remain the property of Lessor (provided that, so long as the Foreign Lease Agreement is in effect, title to such Parts shall remain with the Foreign Lessor), subject to the Lien of the Indenture if it has not been discharged, and subject to this Indenture Lease no matter where located until it is such time as such Parts shall be replaced by a part parts which have been incorporated or installed in or attached to the Airframe or such Engine that meets Aircraft and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine Aircraft as above provided, or as provided (except in the case of replacement property temporarily installed on an emergency basisSection 9(c), without further act, (i) title to the replaced removed Part shall thereupon be vest in Lessee free and clear of all rights of Loan Trustee Lessor, Indenture Trustee, Owner Participant and of the Lien of this Indenture Note Holders and shall no longer be deemed a Part hereunder, and (ii) title to such replacement Part shall thereupon vest in Lessor (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) and become subject to the Lien of this the Indenture if it has not been discharged, and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this Indenture.(iii) such

Replacement of Parts. Company If any Damage which does not constitute -------------------- an Event of Loss shall occur to any Part, Lessee, at its own expense and, pursuant to the terms of the Amended and Restated Disbursement Agreement and the Amended and Restated Reimbursement Agreement, with any Insurance Proceeds with respect thereto, shall promptly replace restore and repair, or cause to be replaced all Parts incorporated restored and repaired, or installed replace, or cause to be replaced, any such Part in a good and workmanlike manner. Lessee may remove, or attached cause to the Airframe or be removed, any Engine and that become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul repair or testing, any Partsbut shall replace, whether or not worn outcause to be replaced, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently unfit for use; provided that Company (or any Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts Part as promptly as practicablepracticable in accordance herewith; provided, however, that if the fair market value of any removed Part -------- ------- exceeds $10,000 and such Part must be taken out of the Commonwealth of Pennsylvania for such purpose, Lessee shall provide Lessor and the Agent with evidence that the Lien of the Security Documents with respect to such Part is perfected; and provided, further that Lessee shall not make any such removal or -------- ------- replacement if such removal or replacement shall cause Lessee to be in violation of Section 4.01 or 4.05. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) Lessor Liens and shall be in at least as good an operating condition as, and shall have a fair market value, residual value, remaining economic useful life and utility to Lessor at least equal to the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except Any item which replaces a Part hereunder shall, immediately upon installation or identification as otherwise provided in Section 7.04(c)such replacement, any Part removed from the Airframe or any Engine shall remain subject to the Lien of this Indenture no matter where located until it is replaced by a part incorporated or installed in or attached to the Airframe or such Engine that meets the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided (except in the case of replacement property temporarily installed on an emergency basis), without further act, (i) the replaced Part shall thereupon be free and clear of all rights of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed become a Part hereunder, and (ii) such replacement Part title thereto shall become subject to the Lien of this Indenture immediately and be deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts originally incorporated or installed automatically vest in or attached to the Airframe or such Engine. Upon request of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the release of any such replaced Part from the Lien of this IndentureLessor.