Common use of Alterations, Modifications and Additions Clause in Contracts

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a "Mandatory Modification"); provided, however, that the Owner or a Permitted Lessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect Mortgagee's interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss of the Aircraft or the interest of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee or the holder of any Equipment Note. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an "Optional Modification") as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; provided, however, that no such Optional Modification shall (i) materially diminish the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by the Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of air-

Alterations, Modifications and Additions. The Owner shall, or Borrower shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine Aircraft as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a "“Mandatory Modification"”); provided, however, that the Owner Borrower or a Permitted Lessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation regulation, or order in any reasonable manner which does not materially adversely affect Mortgagee's in any material respect Security Agent’s interest in the Aircraft and does not involve any material risk of sale, forfeiture forfeiture, or loss of the Aircraft or the interest of Mortgagee Security Agent or any Lender therein, or any material risk of criminal liability or material civil penalty or any material risk of criminal liability being imposed on Mortgagee Security Agent or the holder of any Equipment NoteLender. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee Borrower at its own cost and expense to, from time to time may make or cause permit to be made such alterations and modifications in and additions to the Airframe or any Engine (each an "“Optional Modification"”) as the Owner Borrower or such a Permitted Lessee may deem deems desirable in the proper conduct of its business includingbusiness, without limitation, including removal of Parts which Owner Borrower deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; provided, however, that no such Optional Modification shall (i1) materially diminish the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility utility, or useful life immediately prior to before such Optional Modification (assuming the Aircraft or such Engine was in the condition required by the Trust Indenture this Mortgage immediately prior to before such Optional Modification), (2) impair the airworthiness of the Airframe or the Engine, (3) involve structural modification to the Airframe that would be inconsistent with the use of the Aircraft as an aircraft in passenger configuration or (ii4) cause the Aircraft to cease to have the applicable standard certificate of air-airworthiness. Borrower or a Permitted Lessee shall obtain all supplemental type certificates for any modification that is a major modification in accordance with the applicable regulations of the FAA. Except as otherwise provided herein, all Parts (other than Removable Parts) incorporated or installed in or attached to the Aircraft as a result of such Optional Modification shall, without further act, become subject to this Mortgage. Borrower or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Mortgage, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such Airframe or any Engine pursuant to Section 4.2(d) or the first sentence of this Section 4.4(d), and (iii) such Part can be removed from such Airframe or any Engine without diminishing the fair market value, utility, or remaining useful life which such Airframe or any Engine would have had at the time of removal had such removal not been effected, assuming the Aircraft was otherwise maintained in the condition required by this Mortgage and such Removable Part had not been incorporated or installed in or attached to the Aircraft. No Removable Part shall be subject to the Lien of this Mortgage. Removable Parts may be leased from or financed by third parties other than Security Agent; provided, the Lien related to any such lease or financing shall not extend beyond the Removable Parts subject to such lease or financing. For the avoidance of any doubt, Security Agent and Borrower acknowledge and agree that any and all in-flight entertainment equipment (“IFE”) installed in the Aircraft (whether before or after delivery thereof) shall be deemed to be a Removable Part for all purposes of this Mortgage, but only to the extent and for so long as such IFE is not owned by Borrower or is subject to lease or a secured financing arrangement by third parties other than Security Agent; provided, that: (1) the owner or financier of the IFE will have no lien on or against such Aircraft and no rights with respect to such Aircraft except the right to remove the IFE from such Aircraft if such owner, financier or Borrower repairs and restores such Aircraft as provided below; (2) prior to the installation of any IFE, Borrower shall provide Security Agent with the identity of the owner or financier of such IFE. Security Agent acknowledges that (i) the IFE will not constitute a Part or a part of such Aircraft, and (ii) the IFE will not become subject to the Lien of this Mortgage; and (3) such right of installation and removal is subject to and conditional upon any such owner or financier repairing or causing to be repaired any damage to the Aircraft in connection therewith and restoring both cosmetically and functionally those systems and fittings affected by the removal of such IFE and paying (and holding Security Agent and the Lenders harmless with respect to) all costs, expenses and liabilities in connection therewith. Security Agent further agrees that parts installed on the Engine (whether before or after delivery thereof) to increase the thrust setting of any such Engine to a thrust setting greater than a B20 rating shall each be deemed to be a Removable Part for all purposes of this Mortgage; provided, however, that upon removal of any such parts to reduce the thrust setting back to the B20 rating, the appropriate parts are installed to restore the affected Engine to the B20 rating; provided, further, that if it is necessary for operational reasons to reduce the thrust setting of any such Engine to a thrust setting below a B20 rating, then Parts removed for that purpose shall not be deemed to be Removable Parts and shall continue to be subject to the Lien of this Mortgage until such time as they have been reinstalled or replaced by Parts which increase the thrust setting to B20 or higher.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications any Mandatory Modification in and additions to the respect of any Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a "Mandatory Modification")Engine; provided, however, that the Owner or a Permitted Lessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect Mortgagee's ’s interest in such Aircraft, does not impair the Mortgagee’s security interest or International Interest in such Aircraft and does not involve any material risk of sale, forfeiture or loss of the such Aircraft or the interest of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee or the holder of any Equipment Note. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions an Optional Modification to the Airframe or any Engine (each an "Optional Modification") as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; provided, however, that no such Optional Modification shall (i) materially diminish the fair market value, utility, or useful life of the Aircraft such Aircraft, Airframe or any Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft such Aircraft, Airframe or such Engine was in the condition required by the this Trust Indenture immediately prior to such Optional Modification) or (ii) cause the such Aircraft to cease to have the applicable standard certificate of air-airworthiness except that such certificate of airworthiness temporarily may be replaced by an experimental certificate during the process of implementing and testing such Optional Modification and securing related FAA re-certification of such Aircraft. All Parts incorporated or installed in or attached to any Airframe or Engine as the result of any alteration, modification or addition effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; provided that the Owner or any Permitted Lessee may, at any time so long as any Airframe or Engine is subject to the Lien of this Trust Indenture, remove any such Part (such Part being referred to herein as a “Removable Aircraft Part”) from such Airframe or Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or Engine at the time of original delivery thereof by the Manufacturer or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such Airframe or Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) and (iii) such Part can be removed from such Airframe or Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or Engine would have had at the time of removal had such removal not been effected by the Owner, assuming such Airframe or Engine was otherwise maintained in the condition required by this Trust Indenture and such Removable Aircraft Part had not been incorporated or installed in or attached to such Airframe or Engine. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d), title thereto shall, without further act, be free and clear of all rights of the Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable Aircraft Parts may be leased from or financed by third parties other than Mortgagee.

Alterations, Modifications and Additions. The Owner shall, or It shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, each Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the AircraftFAA, to the extent made mandatory in respect of the Aircraft such Airframe or Engine (a "“Mandatory Modification"Alteration”); provided, however, that the Owner or a Permitted Lessee each Grantor may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect Mortgagee's the Appropriate Party’s interest in the Aircraft such Airframe or Engine and does not involve any material risk of sale, forfeiture or loss of the Aircraft such Airframe or Engine or the interest of Mortgagee the Appropriate Party therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee the Collateral Agent or the holder of any Equipment NoteSecured Party. In addition, the Ownereach Grantor, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the any Airframe or any Engine (each an "“Optional Modification"Alteration”) as the Owner or such Permitted Lessee Grantor may deem desirable in the proper conduct of its business including, without limitation, including the removal of Parts which Owner such Grantor deems are obsolete or no longer suitable or appropriate for use in the Aircraft, such Airframe or such EngineEngine (“Obsolete Parts”); provided, however, that no such Optional Modification Alteration to an Airframe or Engine shall (i) materially diminish the fair market value, utility, utility or remaining useful life of the Aircraft such Airframe or any Engine below its fair market value, utility or remaining useful life immediately prior to such Optional Modification (assuming the Aircraft such Airframe or such Engine was in the condition required by the Trust Indenture this Agreement immediately prior to such Optional Modification) or (ii) cause the Aircraft such Airframe to cease to have the applicable standard certificate of air-airworthiness. All Parts incorporated or installed in or attached to any Airframe or Engine as the result of any alteration, modification or addition effected by each applicable Grantor shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Agreement; provided that such Grantor may, at any time so long as any Airframe or Engine is subject to the Lien of this Agreement, remove any Part (such Part being referred to herein as a “Removable Part”) from such Airframe or Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or Engine at the time of original delivery thereof by the Manufacturer or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such Airframe or Engine pursuant to the terms of this Annex and (iii) such Part can be removed from such Airframe or Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or Engine would have had at the time of removal had such removal not been effected by such Grantor, assuming such Airframe or Engine was otherwise maintained in the condition required by this Agreement and such Removable Part had not been incorporated or installed in or attached to such Airframe or Engine. Upon the removal by any applicable Grantor of any such Removable Part or Obsolete Part as above provided, (A) title thereto shall, without further act, be free and clear of all rights of the Collateral Agent and (B) such Removable Part or Obsolete Part shall no longer be deemed a Part hereunder.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a "Mandatory Modification"); provided, provided however, that the Owner or a Permitted Lessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect Mortgagee's interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss of the Aircraft or the interest of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee or the holder of any Equipment Note. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an "Optional Modification") as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; provided, however, that no such Optional Modification shall (i) materially diminish the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by the Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of air-airworthiness. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; provided that the Owner or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Part (such Part being referred to herein as a "Removable Part") from such Airframe or an Engine if (i) such Part is in 2002 EETC - Mortgage (Owned) (10) addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such Airframe or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or any Engine would have had at the time of removal had such removal not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided, title thereto shall, without further act, be free and clear of all rights of the Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than Mortgagee.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a "Mandatory Modification"); provided, however, that the Owner or a Permitted Lessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect Mortgagee's interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss of the Aircraft or the interest of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee or the holder of any Equipment Note. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an "Optional Modification") as the Owner or such Permitted Lessee may deem desirable in 42 -37- the proper conduct of its business including, without limitation, removal of Parts which Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; provided, however, that no such Optional Modification shall (i) materially diminish the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by the Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of air-airworthiness. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; provided that the Owner or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Part (such Part being referred to herein as a "Removable Part") if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in, or attached to, such Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in, or attached or added to, the Aircraft, Airframe or such Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) and (iii) such Part can be removed from the Aircraft, Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Aircraft, Airframe or Engine would have had at the time of removal had such removal not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture. Upon the removal by the Owner of any such Part as above provided, title thereto shall, without further act, be free and clear of all rights of the Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable Parts may not be leased from or financed by third parties other than Mortgagee.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a "Mandatory Modification"); provided, howeverPROVIDED HOWEVER, that the Owner or a Permitted Lessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect Mortgagee's interest in the Aircraft, does not impair the Mortgagee's security interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss of the Aircraft or the interest of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee or the holder of any Equipment Note. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an "Optional Modification") as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; providedPROVIDED, howeverHOWEVER, that no such Optional Modification shall (i) materially diminish the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by the this Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of air-airworthiness. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; PROVIDED that the Owner or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Part (such Part being referred to herein as a "REMOVABLE PART") from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such Airframe or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or any Engine would have had at the time of removal had such removal not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided, title thereto shall, without further act, be free and clear of all rights of the Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than Mortgagee.

Alterations, Modifications and Additions. The Owner Grantor shall, or shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, each Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraftsuch Airframe or Engine, to the extent made mandatory in respect of the Aircraft such Airframe or Engine (a "“Mandatory Modification"”); provided, however, that the Owner Grantor or a Permitted Lessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect Mortgagee's the Administrative Agent’s interest in the Aircraft such Airframe or Engine and does not involve any material risk of sale, forfeiture or loss of the Aircraft such Airframe or Engine or the interest of Mortgagee the Administrative Agent therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee the Administrative Agent or the holder of any Equipment NoteSecured Party. In addition, the OwnerGrantor, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the any Airframe or any Engine (each an "“Optional Modification"”) as the Owner Grantor or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which Owner the Grantor deems are obsolete or no longer suitable or appropriate for use in the Aircraft, such Airframe or such EngineEngine (“Obsolete Parts”); provided, however, that no such Optional Modification to an Airframe or Engine shall (i) materially diminish the fair market value, utility, utility or remaining useful life (without regard to hours or cycles) of the Aircraft such Airframe or any Engine below its fair market value, utility or remaining useful life immediately prior to such Optional Modification (assuming the Aircraft such Airframe or such Engine was in the condition required by the Trust Indenture Mortgage immediately prior to such Optional Modification) or (ii) cause the Aircraft such Airframe to cease to have the applicable standard certificate of air-airworthiness. All Parts incorporated or installed in or attached to any Airframe or Engine as the result of any alteration, modification or addition effected by the Grantor shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Mortgage; provided that the Grantor or any Permitted Lessee may, at any time so long as any Airframe or Engine is subject to the Lien of this Mortgage, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or Mortgage and Security Agreement 1005973744v2 Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or Engine at the time of original delivery thereof by the Manufacturer or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such Airframe or Engine pursuant to the terms of Section 3.02(d) or the first sentence of this Section 3.04(d) and (iii) such Part can be removed from such Airframe or Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or Engine would have had at the time of removal had such removal not been effected by the Grantor, assuming such Airframe or Engine was otherwise maintained in the condition required by this Mortgage and such Removable Part had not been incorporated or installed in or attached to such Airframe or Engine. Upon the removal by the Grantor of any such Removable Part or Obsolete Part as above provided, (A) title thereto shall, without further act, be free and clear of all rights of the Administrative Agent and (B) such Removable Part or Obsolete Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by (and subject to Liens thereunder in favor of) third parties other than the Administrative Agent. Notwithstanding any other provision of this Mortgage, (i) the Grantor may install or permit to be installed in any Airframe audio-visual, entertainment, telephonic or other equipment owned by third parties and leased or otherwise furnished to the Grantor in the ordinary course of business (or owned by the Grantor individually or jointly with others), provided that such equipment meets all requirements for removal of Removable Parts pursuant to the immediately precedent paragraph (“PCE”) and (ii) the Lien of this Mortgage shall not attach to any PCE, and the rights of the owners therein shall not constitute a default under the Loan Documents.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a "“Mandatory Modification"”); provided, provided however, that the Owner or a Permitted Lessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect Mortgagee's ’s interest in the Aircraft, does not impair the Mortgagee’s security interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss of the Aircraft or the interest of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee or the holder of any Equipment Note. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an "“Optional Modification"”) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; provided, however, that no such Optional Modification shall (i) materially diminish the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by the this Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of air-airworthiness except that such certificate of airworthiness temporarily may be replaced by an experimental certificate during the process of implementing and testing such Optional Modification and securing related FAA re-certification of the Aircraft. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; provided that the Owner or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a "Mandatory Modification"); provided, howeverPROVIDED HOWEVER, that the Owner or a Permitted Lessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect Mortgagee's interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss of the Aircraft or the interest of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee or the holder of any Equipment Note. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an "Optional Modification") as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; providedPROVIDED, however, that no such Optional Modification shall (i) materially diminish the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by the Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of air-airworthiness. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; PROVIDED that the Owner or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Part (such Part being referred to herein as a "REMOVABLE PART") from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such Airframe or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or any Engine would have had at the time of removal had such removal not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided, title thereto shall, without further act, be free and clear of all rights of the Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than Mortgagee.

Alterations, Modifications and Additions. The Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a "“Mandatory Modification"”); provided, provided however, that the Owner or a Permitted Lessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect Mortgagee's ’s interest in the Aircraft, does not impair the Mortgagee’s security interest or International Interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss of the Aircraft or the interest of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee or the holder of any Equipment Note. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine (each an "“Optional Modification"”) as the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; provided, however, that no such Optional Modification shall (i) materially diminish the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by the this Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of air-airworthiness except that such certificate of airworthiness temporarily may be replaced by an experimental certificate during the process of implementing and testing such Optional Modification and securing related FAA re-certification of the Aircraft. All Parts incorporated or installed in or attached to any Airframe or any Engine as the result of any alteration, modification or addition effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Trust Indenture; provided that the Owner or any Permitted Lessee may, at any time so long as the Airframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or TRUST INDENTURE 13-1 attached to such Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such Airframe or any Engine pursuant to the terms of Section 4.02(d) or the first sentence of this Section 4.04(d) and (iii) such Part can be removed from such Airframe or any Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or any Engine would have had at the time of removal had such removal not been effected by the Owner, assuming the Aircraft was otherwise maintained in the condition required by this Trust Indenture and such Removable Part had not been incorporated or installed in or attached to the Aircraft, Airframe or such Engine. Upon the removal by the Owner of any such Part as above provided in this Section 4.04(d), title thereto shall, without further act, be free and clear of all rights of the Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than Mortgagee.

Alterations, Modifications and Additions. The Owner Borrower shall, or shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, each Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraftsuch Airframe or Engine, to the extent made mandatory in respect of the Aircraft such Airframe or Engine (a "“Mandatory Modification"”); provided, however, that the Owner Borrower or a Permitted Lessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect Mortgagee's the Administrative Agent’s interest in the Aircraft such Airframe or Engine and does not involve any material risk of sale, forfeiture or loss of the Aircraft such Airframe or Engine or the interest of Mortgagee the Administrative Agent therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee the Administrative Agent or the holder of any Equipment NoteSecured Party. In addition, the OwnerBorrower, at its own expense, may, or may permit a Permitted Lessee at its own cost and Mortgage and Security Agreement expense to, from time to time make or cause to be made such alterations and modifications in and additions to the any Airframe or any Engine (each an "“Optional Modification"”) as the Owner Borrower or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which Owner the Borrower deems are obsolete or no longer suitable or appropriate for use in the Aircraft, such Airframe or such Engine; provided, however, that no such Optional Modification to an Airframe or Engine shall (i) materially diminish the fair market value, utility, utility or remaining useful life (without regard to hours or cycles) of the Aircraft such Airframe or any Engine below its fair market value, utility or remaining useful life immediately prior to such Optional Modification (assuming the Aircraft such Airframe or such Engine was in the condition required by the Trust Indenture Mortgage immediately prior to such Optional Modification) or (ii) cause the Aircraft such Airframe to cease to have the applicable standard certificate of air-airworthiness. All Parts incorporated or installed in or attached to any Airframe or Engine as the result of any alteration, modification or addition effected by the Borrower shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Mortgage; provided that the Borrower or any Permitted Lessee may, at any time so long as any Airframe or Engine is subject to the Lien of this Mortgage, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Airframe or Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or Engine at the time of original delivery thereof by the Manufacturer or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such Airframe or Engine pursuant to the terms of Section 3.02(d) or the first sentence of this Section 3.04(d) and (iii) such Part can be removed from such Airframe or Engine without materially diminishing the fair market value, utility or remaining useful life which such Airframe or Engine would have had at the time of removal had such removal not been effected by the Borrower, assuming such Airframe or Engine was otherwise maintained in the condition required by this Mortgage and such Removable Part had not been incorporated or installed in or attached to such Airframe or Engine. Upon the removal by the Borrower of any such Removable Part or Obsolete Part as above provided, (A) title thereto shall, without further act, be free and clear of all rights of the Administrative Agent and (B) such Removable Part or Obsolete Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by (and subject to Liens thereunder in favor of) third parties other than the Administrative Agent. Notwithstanding any other provision of this Mortgage, (i) the Borrower may install or permit to be installed in any Airframe audio-visual, entertainment, telephonic or other equipment owned by third parties and leased or otherwise furnished to the Borrower in the ordinary course of business (or owned by the Borrower individually or jointly with others), provided that such equipment meets all requirements for removal of Removable Parts pursuant to the immediately precedent paragraph (“PCE”) and (ii) the Lien of this Mortgage shall not attach to any PCE, and the rights of the owners therein shall not constitute a default under the Loan Documents.

Alterations, Modifications and Additions. The Owner Borrower shall, or shall cause a Permitted Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the by applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the AircraftLaw, to the extent made mandatory in respect of the Aircraft (a "Mandatory ModificationMANDATORY MODIFICATION"); providedPROVIDED, howeverHOWEVER, that the Owner Borrower or a any Permitted Lessee may, in good faith and by appropriate procedure, contest the validity or application of any lawLaw, rule, regulation or order in any reasonable manner which does not materially adversely affect Mortgagee's interest in the Aircraft and involve any risk of criminal liability or material risk of material civil liability against Security Trustee or Lender, does not involve any a material risk of sale, forfeiture or loss of the Aircraft or Aircraft, and does not adversely affect Security Trustee's Lien on the interest of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee or the holder of any Equipment NoteAircraft. In addition, so long as no Payment Default or Event of Default shall have occurred and be continuing, the OwnerBorrower, at its own cost and expense, may, or may permit a Permitted Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Aircraft, Airframe or any Engine (each an "Optional ModificationOPTIONAL MODIFICATION") as the Owner Borrower or such Permitted Lessee may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which Owner the Borrower or such Permitted Lessee deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such EngineEngine ("OBSOLETE PARTS"); providedPROVIDED, howeverHOWEVER, that (A) the aggregate value of such removed parts (based on their value on the Delivery Date) shall not exceed $1,250,000 and (B) no such Optional Modification shall (i) materially diminish the fair market value, utility, condition or useful life of the Aircraft or any Engine below its fair market value, utility utility, condition or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by the Trust Indenture this Agreement immediately prior to such Optional Modification) ), or (ii) cause the Aircraft to cease to have the applicable a standard certificate of air-airworthiness issued under FAA Regulations Parts 21 and 121 13 and cease to be eligible for operation under FAA Regulations Part 121. Except as otherwise provided herein, title to all Parts (other than Removable Parts (as defined below)) incorporated in the Aircraft, Airframe or such Engine as the result of such Optional Modification shall, without further act, become subject to the Lien of this Agreement. Notwithstanding anything to the contrary in this Section 3.3(j), the Borrower or a Permitted Lessee may, at any time, remove any Part (such Part being referred to herein as a "REMOVABLE PART") if (i) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated in the Aircraft, Airframe or such Engine at the time of delivery thereof hereunder, (ii) such Part is not required to be incorporated in the Aircraft, Airframe or such Engine pursuant to the terms of Sections 3.3(g) or (h), and (iii) such Part can be removed from the Aircraft, Airframe or such Engine without causing damage to the Aircraft or any Engine that is not repaired by the Borrower. The Borrower shall be responsible for the cost of any such removal and repair of any such damage. Removable Parts may be leased from or financed by third parties. Notwithstanding anything to the contrary contained herein, title to any Removable Part so leased from or financed by a third party shall remain vested in such third-party lessor or financing party. Upon the removal by Borrower or such Permitted Lessee of any Removable Part or Obsolete Part as above provided, such Part shall no longer be deemed a Part hereunder and shall be free and clear of all rights of the Security Trustee.

Alterations, Modifications and Additions. The Owner Lessee shall, or shall cause a Permitted Lessee Sublessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a "Mandatory Modification"); providedPROVIDED, howeverHOWEVER, that (1) Lessee's obligations are subject to Section C of the Owner Letter Agreement and (2) Lessee or a any Permitted Lessee Sublessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect MortgageeLessor's interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss of the Aircraft or the interest of Mortgagee thereinAircraft, or any material risk of material civil penalty or any material risk of criminal liability being imposed on Mortgagee or the holder of any Equipment NoteLessor. In addition, the OwnerLessee, at its own cost and expense, may, or may permit a Permitted Lessee Sublessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Aircraft, Airframe or any Engine (each an "Optional ModificationModifica- tion") as the Owner Lessee or such Permitted Lessee Sublessee may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which Owner Lessee deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; providedPROVIDED, howeverHOWEVER, that no such Optional Modification shall (i) materially diminish the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by the Trust Indenture Lease immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of air-airworthiness. Except as otherwise provided herein, title to all Parts (other than Removable Parts (as defined below)) incorporated or installed in or attached to the Aircraft, Airframe or such Engine as the result of such Optional Modification shall, without further act, vest in Lessor and become subject to this Lease. Notwithstanding anything to the contrary in this paragraph (d), Lessee or a Permitted Sublessee may, at any time during the Term, remove any Part (such Part being referred to herein as a "Removable Part") if (i) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Aircraft, Airframe or such Engine at the time of delivery thereof hereunder or any Part in replacement of, or substitution for, any such Part, (ii) such Part is not required to be incorporated or installed in or attached to the Aircraft, Airframe or such Engine pursuant to the terms of Section A of Exhibit E to the Lease, and (iii) such Part can be removed from the Aircraft, Airframe or such Engine without materially diminishing the fair market value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such removal not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereof. Removable Parts may be leased from or financed by third parties other than Lessor. Title to any Removable Part shall be vested in Lessee or such Permitted Sublessee, and to the extent such Removable Part is leased from or financed by a third party other than Lessor, may be vested in such third-party lessor or financing party. Upon the removal by Lessee or such Permitted Sublessee of any Removable Part as above provided, title thereto shall remain vested in Lessee or such Permitted Sublessee or in such third-party lessor or financing party, as the case may be, and such Part shall no longer be deemed part of the Aircraft, Airframe or such Engine from which it was removed. Title to any Removable Part not removed as above provided prior to the return of the Aircraft, Airframe or such Engine to Lessor hereunder shall, without further act, vest in Lessor.