Common use of Alterations, Modifications and Additions Clause in Contracts

Alterations, Modifications and Additions. The Company, at its own expense, will make or cause to be made such alterations and modifications in and additions to any Engine as may be required to be made from time to time to meet the applicable standards of the FAA or JAA, to the extent made mandatory in respect of the Engines; provided, however, that the Company in good faith and by appropriate proceedings may contest the validity or application of any such mandatory modification in any reasonable manner which does not involve any risk of loss, sale or forfeiture of any Engine, or result in any risk of criminal liability or material civil liability to any Secured Party or materially adversely affect the Security Trustee's interest in such Engine. In addition, the Company, at its own expense, may, or may permit a 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 any Engine (each an "Optional Modification") as the Company or such Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Company deems are obsolete or no longer suitable or appropriate for use in such Engine; provided, however, that (i) no such Optional Modification shall materially diminish the value, utility, or useful life of any Engine below its value, utility or useful life immediately prior to such Optional Modification (assuming such Engine was in the condition required by the Mortgage immediately prior to such Optional Modification) and (ii) such Optional Modification shall have been approved by the applicable Engine Manufacturer or the FAA or JAA, as applicable. Except as otherwise expressly provided herein, all Parts incorporated or installed in or attached or added to any Engine as the result of any such alteration, modification or addition (the "Additional Parts") shall become subject to the Lien of this Mortgage. Notwithstanding the foregoing sentence, the Company (or any Lessee) may remove or suffer to be removed any Additional Part; provided that such Additional Part (i) is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Engine on the date that the Company originally acquired such Engine or any Part in replacement of, or in substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to such Engine pursuant to the terms of Section 3.02(c) hereof, the terms of the insurance policies required to be carried hereunder or any applicable law or the first sentence of this Section 3.03(d), and (iii) can be removed from such Engine without materially diminishing the value, utility or remaining useful life which such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Company (or any Lessee) of any such Part as above provided, such Part shall, without further act, be free and clear of the Lien of this Mortgage and all rights of the Security Trustee and such Part shall no longer be deemed a Part hereunder.

Alterations, Modifications and Additions. The CompanyOwner, at its own expense, will make (or cause to be made made) such alterations and modifications in and additions to any Engine the Airframe and Engines as may be required to be made from time to time to meet the applicable standards of the FAA or JAA, to the extent made mandatory in respect of the Enginesany other governmental authority having jurisdiction; provided, however, that the Company Owner (or, if a Lease is then in effect, any Lessee) may, in good faith and by appropriate proceedings may faith, contest the validity or application of any such mandatory modification law, rule, regulation or order in any reasonable manner which does not involve any risk of loss, sale or forfeiture of any Engine, or result in any risk of criminal liability or material civil liability to any Secured Party or materially adversely affect the Security Indenture Trustee's interest in such Engine. In addition, the CompanyOwner (or any Lessee), at its own expense, may, or may permit a Lessee at its own cost and expense to, from time to time add further parts or accessories and 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 Company Owner (or such Lessee any Lessee) may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which the Company deems are Owner (or any Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use in on the Airframe or such EngineEngine (such parts, "Obsolete Parts"); provided, however, provided that (i) no such Optional Modification alteration, modification or addition shall materially diminish the value, utility, utility or remaining useful life of any the Airframe or such Engine below its the value, utility or remaining useful life thereof immediately prior to such Optional Modification (alteration, modification or addition, assuming the Airframe or such Engine was then in the condition required to be maintained by the Mortgage immediately prior to such Optional Modificationterms of this Trust Indenture, except that the value (but not the utility or remaining useful life) and (ii) such Optional Modification of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been approved by removed so long as the applicable Engine Manufacturer or the FAA or JAA, as applicableaggregate value of all Obsolete Parts which shall have been removed and not replaced shall not exceed [$400,000 for A319's] [$500,000 for 757's]. Except as otherwise expressly provided herein, all All Parts incorporated or installed in or attached or added to any the Airframe or an Engine as the result of any such alteration, modification or addition (the "Additional Parts") shall shall, without further act, become subject to the Lien of this MortgageTrust Indenture. Notwithstanding the foregoing sentence, the Company Owner (or any Lessee) may remove or suffer to be removed any Additional Part; , provided that such Additional Part (i) is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any Engine on the date that the Company originally acquired such Engine Closing Date or any Part in replacement of, or in substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to such the Airframe or any Engine pursuant to the terms of Section 3.02(c) hereof, the terms of the insurance policies required to be carried hereunder or any applicable law 7.02 hereof or the first sentence of this Section 3.03(d), paragraph (c) and (iii) can be removed from the Airframe or such Engine without materially diminishing or impairing the value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Company Owner (or any Lessee) of any such Part as above providedprovided above, such Part shall, without further act, be free and clear of all rights of the Indenture Trustee, such Part shall not be subject to the Lien of this Mortgage and all rights of the Security Trustee Trust Indenture and such Part shall no longer be deemed a Part hereunderpart of the Airframe or Engine from which it was removed.

Alterations, Modifications and Additions. The CompanyOwner, at its own expense, will make (or cause to be made made) such alterations and modifications in and additions to any Engine the Airframe and Engines as may be required to be made from time to time to meet the applicable standards of the FAA or JAA, to any applicable regulatory agency or body of any other jurisdiction in which the extent made mandatory in respect Aircraft may then be registered as permitted by Section 7(b) of the EnginesParticipation Agreement; provided, however, that the Company Owner (or, if a Lease is then in effect, any Lessee) may, in good faith and by appropriate proceedings may faith, contest the validity or application of any such mandatory modification law, rule, regulation or order in any reasonable manner which does not involve any risk of loss, sale or forfeiture of any Engine, or result in any risk of criminal liability or material civil liability to any Secured Party or materially adversely affect the Security Indenture Trustee's interest in such Engine. In addition, the CompanyOwner (or any Lessee), at its own expense, may, or may permit a Lessee at its own cost and expense to, from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Owner (each an "Optional Modification"or any Lessee) as the Company or such Lessee may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which the Company deems are Owner (or any Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use in on the Airframe or such EngineEngine (such parts, "Obsolete Parts"); provided, however, provided that (i) no such Optional Modification alteration, modification or addition shall materially diminish the value, utility, utility or remaining useful life of any the Airframe or such Engine below its the value, utility or remaining useful life thereof immediately prior to such Optional Modification (assuming such Engine was in the condition required by the Mortgage immediately prior to such Optional Modification) and (ii) such Optional Modification shall have been approved by the applicable Engine Manufacturer or the FAA or JAA, as applicable. Except as otherwise expressly provided herein, all Parts incorporated or installed in or attached or added to any Engine as the result of any such alteration, modification or addition (it being agreed that the "Additional Parts") modification that makes an Engine a CFM 56-5B-5/P engine shall become subject be deemed not to diminish the Lien value, utility and remaining useful life of an Engine), assuming the Airframe or such Engine was then in the condition required to be maintained by the terms of this MortgageIndenture, except that the value (but not the utility or remaining useful life) of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced shall not exceed $350,000 in aggregate value at the time of removal. Notwithstanding the foregoing sentence, the Company Owner (or any Lessee) may remove or suffer to be removed any Additional Part; Part incorporated or installed in or attached or added to the Airframe or an Engine as the result of any such alteration, modification or addition, provided that such Additional additional Part (i) is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any Engine on at the date that the Company originally acquired such Engine time of delivery thereof hereunder or any Part in replacement of, or in substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to such the Airframe or any Engine pursuant to the terms of Section 3.02(c) hereof, the terms of the insurance policies required to be carried hereunder or any applicable law 7.02 or the first sentence of this Section 3.03(d), paragraph (c) and (iii) can be removed from the Airframe or such Engine without materially diminishing or impairing the value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Company Owner (or any Lessee) of any such Part as above providedprovided above, such Part shall, without further act, be free and clear of the Lien of this Mortgage and all rights of the Security Trustee and such Part shall no longer be deemed a Part hereunderpart of the Airframe or Engine from which it was removed.

Alterations, Modifications and Additions. The CompanyDebtor, at its own sole expense, will make or cause to be made such alterations and modifications in and additions to any Engine the Equipment as may be required to be made from time to time by any relevant governmental authority or as may be deemed necessary from time to meet time by the applicable standards Debtor, whether upon the recommendation of any manufacturer or otherwise, for the purpose of the FAA or JAA, to the extent made mandatory in respect safe operation of the Engines; provided, however, that the Company in good faith and by appropriate proceedings may contest the validity or application of Equipment (any such mandatory alteration, modification in any reasonable manner which does not involve any risk of loss, sale or forfeiture of any Engine, addition as may be so required or result in any risk of criminal liability or material civil liability to any Secured Party or materially adversely affect the Security Trustee's interest in such Engineso deemed necessary being herein called a "Required Modification"). In addition, the CompanyDebtor, at its own sole expense, may, or may permit a Lessee at its own cost and expense to, from time to time make or cause to be made such other alterations and modifications in and additions to any Engine (each an "Optional Modification") the Equipment as the Company or such Lessee Debtor may deem desirable in the proper conduct of its business including(any such alteration, without limitation, removal of Parts which the Company deems are obsolete modification or no longer suitable or appropriate for use in such Engineaddition as may be so deemed desirable being herein called an "Optional Modification"); provided, however, that (i) any Required Modification shall be expeditiously completed in a good and workmanlike manner, in compliance with all legal requirements applicable thereto, and (ii) no such Optional Modification shall materially diminish the value or utility of any piece of Equipment or impair the operating condition thereof below the value, utility, or useful life of any Engine below its value, utility or useful life immediately prior to such Optional Modification (assuming such Engine was in the and operating condition required by the Mortgage thereof immediately prior to such Optional Modification) , assuming that such piece of Equipment was then of the value or utility and (ii) such Optional Modification shall have been approved in the operating condition required to be maintained by the applicable Engine Manufacturer or the FAA or JAA, as applicable. Except as otherwise expressly provided herein, all Parts incorporated or installed in or attached or added to any Engine as the result of any such alteration, modification or addition (the "Additional Parts") shall become subject to the Lien terms of this MortgageSecurity Agreement. Notwithstanding the foregoing sentence, the Company (or any Lessee) may remove or suffer to be removed any Additional Part; provided that such Additional Part (i) is in addition to, and not in replacement of or in substitution for, any Part originally All parts incorporated or installed in or attached to such Engine on the date that the Company originally acquired such Engine or any Part in replacement of, or in substitution for, piece of Equipment as a result of any such Part, (ii) is not required to be incorporated or installed in or attached or added to such Engine pursuant to the terms of Section 3.02(c) hereof, the terms of the insurance policies required to be carried hereunder or any applicable law or the first sentence of this Section 3.03(d), and (iii) can be removed from such Engine without materially diminishing the value, utility or remaining useful life which such Engine would have had at the time of removal had such alteration, modification or addition which are not occurred, assuming that readily removable without damage to such Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Company (or any Lessee) piece of any such Part as above provided, such Part Equipment shall, without necessity of further act, be free become part of such piece of Equipment for all purposes hereof and clear of subject to the Lien of this Mortgage and all rights of the Security Trustee and such Part shall no longer be deemed a Part hereundersecurity interests granted herein.

Alterations, Modifications and Additions. The CompanyOwner, at its own expense, will make (or cause to be made made) such alterations and modifications in and additions to any Engine the Airframe and Engines as may be required to be made from time to time to meet the applicable standards of the FAA or JAA, to the extent made mandatory in respect of the Enginesany other governmental authority having jurisdiction; provided, however, that the Company Owner (or, if a Lease is then in effect, any Lessee) may, in good faith and by appropriate proceedings may faith, contest the validity or application of any such mandatory modification law, rule, regulation or order in any reasonable manner which does not involve any risk of loss, sale or forfeiture of any Engine, or result in any risk of criminal liability or material civil liability to any Secured Party or materially adversely affect the Security Indenture Trustee's interest in such Engine. In addition, the CompanyOwner (or any Lessee), at its own expense, may, or may permit a Lessee at its own cost and expense to, from time to time add further parts or accessories and 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 Company Owner (or such Lessee any Lessee) may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which the Company deems are Owner (or any Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use in on the Airframe or such EngineEngine (such parts, "Obsolete Parts"); provided, however, provided that (i) no such Optional Modification alteration, modification or addition shall materially diminish the value, utility, utility or remaining useful life of any the Airframe or such Engine below its the value, utility or remaining useful life thereof immediately prior to such Optional Modification (alteration, modification or addition, assuming the Airframe or such Engine was then in the condition required to be maintained by the Mortgage immediately prior to such Optional Modificationterms of this Trust Indenture, except that the value (but not the utility or remaining useful life) and (ii) such Optional Modification of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been approved by removed so long as the applicable Engine Manufacturer or the FAA or JAA, as applicableaggregate value of all Obsolete Parts which shall have been removed and not replaced shall not exceed [$400,000 for A319's] [$500,000 for 757's] [$800,000 for A330's]. Except as otherwise expressly provided herein, all All Parts incorporated or installed in or attached or added to any the Airframe or an Engine as the result of any such alteration, modification or addition (the "Additional Parts") shall shall, without further act, become subject to the Lien of this MortgageTrust Indenture. Notwithstanding the foregoing sentence, the Company Owner (or any Lessee) may remove or suffer to be removed any Additional Part; , provided that such Additional Part (i) is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any Engine on the date that the Company originally acquired such Engine Closing Date or any Part in replacement of, or in substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to such the Airframe or any Engine pursuant to the terms of Section 3.02(c) hereof, the terms of the insurance policies required to be carried hereunder or any applicable law 7.02 hereof or the first sentence of this Section 3.03(d), paragraph (c) and (iii) can be removed from the Airframe or such Engine without materially diminishing or impairing the value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Company Owner (or any Lessee) of any such Part as above providedprovided above, such Part shall, without further act, be free and clear of all rights of the Indenture Trustee, such Part shall not be subject to the Lien of this Mortgage and all rights of the Security Trustee Trust Indenture and such Part shall no longer be deemed a Part hereunderpart of the Airframe or Engine from which it was removed.

Alterations, Modifications and Additions. The CompanyLessee, at its own ---------------------------------------- expense, will make any alteration, modification in or cause to be made such alterations and modifications in and additions addition to any Engine Item of Equipment (referred to hereinafter as an "Alteration") that may be required to be made necessary or advisable, from time to time time, to meet the applicable comply with any law or governmental rule or regulation or with health, safety, environmental or other standards of the FAA or JAA, to the extent made mandatory in respect of the Engines; provided, however, that the Company in good faith and by appropriate proceedings may contest the validity or application of any such mandatory modification in any reasonable manner which does not involve any risk of loss, sale or forfeiture of any Engine, or result in any risk of criminal liability or material civil liability to any Secured Party or materially adversely affect the Security Trustee's interest in such EngineRegulatory Authority having relevant jurisdiction. In addition, the CompanyLessee, at its own expense, may, or may permit a Lessee at its own cost and expense to, from time to time time, make or cause to be made such alterations and modifications in and additions to any Engine (each an "Optional Modification") as the Company or such Alteration that Lessee may deem deems desirable in the proper conduct of its business including, without limitation, removal of Parts which the Company deems are obsolete or no longer suitable or appropriate for use in such Enginebusiness; provided, however, that the -------- ------- Alteration will not materially impair the value or utility of such Item of Equipment below the value or utility immediately prior to the Alteration, assuming such Item of Equipment were then of the value and utility required to be maintained by the terms of this Lease Agreement. Lessee may, at any time during the Term for an Item of Equipment, remove any Part (a "Removable Part"): (i) no such Optional Modification shall materially diminish the value, utility, or useful life of any Engine below its value, utility or useful life immediately prior to such Optional Modification (assuming such Engine was in the condition required by the Mortgage immediately prior to such Optional Modification) and (ii) such Optional Modification shall have been approved by the applicable Engine Manufacturer or the FAA or JAA, as applicable. Except as otherwise expressly provided herein, all Parts incorporated or installed in or attached or added to any Engine as the result of any such alteration, modification or addition (the "Additional Parts") shall become subject to the Lien of this Mortgage. Notwithstanding the foregoing sentence, the Company (or any Lessee) may remove or suffer to be removed any Additional Part; provided that such Additional Part (i) which is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Engine on the date that relevant Item of Equipment at the Company originally acquired such Engine time of delivery thereof hereunder or any Part in replacement of, of or in substitution for, for any such Part, ; (ii) which is not required to be incorporated or installed in or attached or added to such Engine Item of Equipment pursuant to the terms of Section 3.02(c) hereof, the terms of the insurance policies required to be carried hereunder or any applicable law or the first sentence of this Section 3.03(d), 10; and (iii) which can be removed from such Engine Item of Equipment without causing material damage to such Item of Equipment or materially diminishing or impairing the value, utility or remaining useful life condition which such Engine Item of Equipment would have had at the such time of removal had such alteration, modification or addition not occurred. Title to all Parts incorporated or installed in or attached or added to such Item of Equipment as the result of alterations, assuming that such Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Company (modifications, or any Lessee) of any such Part as above providedadditions under this Section 10(b), such Part except Removable Parts, shall, without further act, be free vest in Lessor. Title to any Removable Parts shall not vest in Lessor, and clear upon the removal by Lessee of the Lien of this Mortgage and all rights of the Security Trustee and any Removable Parts as above provided, such Removable Part shall no longer be deemed a part of the Item of Equipment from which it was removed. Any Removable Part hereundernot removed by Lessee as above provided prior to the return of such Item of Equipment to Lessor hereunder shall become the property of Lessor at the time of such return. Lessee shall repair all damage to any Item of Equipment resulting from any Alteration so as to restore such Item of Equipment at least to the condition in which it existed prior to such alteration (ordinary wear and tear excepted). Notwithstanding the foregoing and provided that Lessee has not exercised its option to purchase an Item of Equipment pursuant to Section 20(b), at the end of the Term for such Item of Equipment, Lessor shall be entitled to purchase from Lessee any Removable Parts at their then Fair Market Sales Value. Lessor shall not have any obligation to pay for or to reimburse Lessee for any Alteration permitted by this Section 10, whether or not it becomes Lessor's property.

Alterations, Modifications and Additions. The Company, at its own expense, will Grantor shall make or shall cause to be made such alterations and modifications in and additions to any Engine the Aircraft and Engines as may be required from time to time to meet the requirements of the FAA and to maintain the certificate of airworthiness therefor. In addition, the Grantor may make or may cause to be made from time to time to meet the applicable standards of the FAA or JAA, to the extent made mandatory in respect of the Engines; provided, however, that the Company in good faith and by appropriate proceedings may contest the validity or application of any such mandatory modification in any reasonable manner which does not involve any risk of loss, sale or forfeiture of any Engine, or result in any risk of criminal liability or material civil liability to any Secured Party or materially adversely affect the Security Trustee's interest in such Engine. In addition, the Company, at its own expense, may, or may permit a 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 Company Grantor may deem desirable; provided that each such alteration, modification and addition is readily removable from the Aircraft or such Lessee may deem desirable in the proper conduct of its business includingEngine or that such alteration, without limitation, removal of Parts which the Company deems are obsolete modification or no longer suitable or appropriate for use in such Engine; provided, however, that (i) no such Optional Modification addition shall materially not diminish the value, utility, utility or useful life condition of the Aircraft or any Engine below its the value, utility or useful life condition thereof immediately prior to such Optional Modification (alteration, modification or addition, assuming the Aircraft or such Engine was then of the value or utility and in the condition required to be maintained by the Mortgage immediately prior terms of this Mortgage; and provided, further, that no such alteration, modification or addition shall cause the airworthiness certification or other license, registration or authorization of the Aircraft or any Engine to such Optional Modification) and (ii) such Optional Modification shall have been approved by the applicable Engine Manufacturer or cease to be in good standing under the FAA or JAA, as applicableAct. Except as otherwise expressly provided herein, all All Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of any such alteration, modification or addition (the "Additional Parts") shall become shall, without further act, be subject to the Lien of created under this Mortgage. Notwithstanding the foregoing sentence, so long as no Event of Default is in existence, the Company (or any Lessee) Grantor may remove or suffer may cause to be removed any Additional Part; provided that Part if (A) such Additional Part (i) is in addition to, and not in replacement of or in substitution for, any Part originally incorporated in the Aircraft or installed in or attached to such any Engine on at the date that the Company originally acquired such Engine time of delivery thereof or any Part in replacement of, of or in substitution for, for any such PartPart or such Part is obsolete or no longer useful in the operation of the Aircraft or any Engine, (iiB) such Part is not required to be incorporated or installed in or attached or added to such the Aircraft or any Engine pursuant to the terms of Section 3.02(c) hereof, the terms of the insurance policies required to be carried hereunder or any applicable law or the first sentence of this Section 3.03(d)3.4, and (iiiC) such Part can be removed from the Aircraft or such Engine without materially diminishing the value, utility or remaining useful life which such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Engine was in the condition and repair required to be maintained by the terms hereofcausing any material damage thereto. Upon the removal by the Company (or any Lessee) of any such Part as above providedprovided above, such Part shall, without further act, shall be free and clear of released from the Lien of created under this Mortgage and all rights of the Security Trustee and such Part shall no longer be deemed a Part hereunderMortgage.

Alterations, Modifications and Additions. The Company, at its own expense, will make or cause to be made such alterations and modifications in and additions to any Engine as may be required to be made from time to time to meet the applicable standards of the FAA or JAAEASA, to the extent made mandatory in respect of the Engines; provided, however, that the Company in good faith and by appropriate proceedings may contest the validity or application of any such mandatory modification in any reasonable manner which does not involve any risk of loss, sale or forfeiture of any Engine, or result in any risk of criminal liability or material civil liability to any Secured Party or materially adversely affect the Security Trustee's Secured Party’s interest in such Engine. In addition, the Company, at its own expense, may, or may permit a 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 any Engine (each an "“Optional Modification"”) as the Company or such Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which the Company deems are obsolete or no longer suitable or appropriate for use in such Engine; provided, however, that (i) no such Optional Modification shall materially diminish the value, utility, or useful life of any Engine below its value, utility or useful life immediately prior to such Optional Modification (assuming such Engine was in the condition required by the Mortgage immediately prior to such Optional Modification) and (ii) such Optional Modification shall have been approved by the applicable Engine Manufacturer or the FAA or JAAEASA, as applicable. Except as otherwise expressly provided herein, all Parts incorporated or installed in or attached or added to any Engine as the result of any such alteration, modification or addition (the "“Additional Parts"”) shall become subject to the Lien of this Mortgage. Notwithstanding the foregoing sentence, the Company (or any Lessee) may remove or suffer to be removed any Additional Part; provided that such Additional Part (i) is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Engine on the date that the Company originally acquired such Engine or any Part in replacement of, or in substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to such Engine pursuant to the terms of Section 3.02(c) hereof, the terms of the insurance policies required to be carried hereunder or any applicable law or the first sentence of this Section 3.03(d), and (iii) can be removed from such Engine without materially diminishing the value, utility or remaining useful life which such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Company (or any Lessee) of any such Part as above provided, such Part shall, without further act, be free and clear of the Lien of this Mortgage and all rights of the Security Trustee Secured Party and such Part shall no longer be deemed a Part hereunder.

Alterations, Modifications and Additions. The CompanyOwner, at its own expense, will make (or cause to be made made) such alterations and modifications in and additions to any Engine the Airframe and Engines as may be required to be made from time to time to meet the applicable standards of the FAA or JAA, to any applicable regulatory agency or body of any other jurisdiction in which the extent made mandatory in respect Aircraft may then be registered as permitted by Section 7(d) of the EnginesParticipation Agreement; provided, however, that the Company Owner (or, if a Lease is then in effect, any Lessee) may, in good faith and by appropriate proceedings may faith, contest the validity or application of any such mandatory modification law, rule, regulation or order in any reasonable manner which does not involve any risk of loss, sale or forfeiture of any Engine, or result in any risk of criminal liability or material civil liability to any Secured Party or materially adversely affect the Security Indenture Trustee's interest in such Engine. In addition, the CompanyOwner (or any Lessee), at its own expense, may, or may permit a Lessee at its own cost and expense to, from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as Owner (each an "Optional Modification"or any Lessee) as the Company or such Lessee may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which the Company deems are Owner (or any Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use in on the Airframe or such EngineEngine (such parts, "Obsolete Parts"); provided, however, provided that (i) no such Optional Modification alteration, modification or addition shall materially diminish the value, utility, utility or remaining useful life of any the Airframe or such Engine below its the value, utility or remaining useful life thereof immediately prior to such Optional Modification (assuming such Engine was in the condition required by the Mortgage immediately prior to such Optional Modification) and (ii) such Optional Modification shall have been approved by the applicable Engine Manufacturer or the FAA or JAA, as applicable. Except as otherwise expressly provided herein, all Parts incorporated or installed in or attached or added to any Engine as the result of any such alteration, modification or addition (it being agreed that the "Additional Parts") modification that makes an Engine a CFM 56-5B-5/P engine shall become subject be deemed not to diminish the Lien value, utility and remaining useful life of an Engine), assuming the Airframe or such Engine was then in the condition required to be maintained by the terms of this MortgageIndenture, except that the value (but not the utility or remaining useful life) of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced shall not exceed $350,000 in aggregate value at the time of removal. Notwithstanding the foregoing sentence, the Company Owner (or any Lessee) may remove or suffer to be removed any Additional Part; Part incorporated or installed in or attached or added to the Airframe or an Engine as the result of any such alteration or modification, provided that such Additional additional Part (i) is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any Engine on at the date that the Company originally acquired such Engine time of delivery thereof hereunder or any Part in replacement of, or in substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to such the Airframe or any Engine pursuant to the terms of Section 3.02(c) hereof, the terms of the insurance policies required to be carried hereunder or any applicable law 7.02 or the first sentence of this Section 3.03(d), paragraph (c) and (iii) can be removed from the Airframe or such Engine without materially diminishing or impairing the value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Company (or any Lessee) of any such Part as above provided, such Part shall, without further act, be free and clear of the Lien of this Mortgage and all rights of the Security Trustee and such Part shall no longer be deemed a Part hereunder.

Alterations, Modifications and Additions. The CompanyCompany will make (or cause to be made) such alterations and modifications in and additions to the Airframe and the Engines as are required from time to time to meet the applicable requirements of the FAA or any applicable government of any other jurisdiction in which the Aircraft is then registered; provided that Company (or, if a Lease is then in effect, any Permitted Lessee) may, in good faith, contest the validity or application of any such requirement in any manner that does not involve any material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest in the Aircraft. In addition, Company (or any Permitted Lessee), at its own expense, will may from time to time [Reg. No.] add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Airframe or any Engine as may be required to be made from time to time to meet the applicable standards of the FAA Company (or JAA, to the extent made mandatory in respect of the Engines; provided, however, that the Company in good faith and by appropriate proceedings may contest the validity or application of any such mandatory modification in any reasonable manner which does not involve any risk of loss, sale or forfeiture of any Engine, or result in any risk of criminal liability or material civil liability to any Secured Party or materially adversely affect the Security Trustee's interest in such Engine. In addition, the Company, at its own expense, may, or may permit a 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 any Engine (each an "Optional Modification"Permitted Lessee) as the Company or such Lessee may deem deems desirable in the proper conduct of its business business, including, without limitation, removal (without replacement) of Parts; provided that no such alteration, modification or addition shall materially diminish the value or utility of the Airframe or such Engine below its value or utility immediately prior to such alteration, modification or addition, assuming that the Airframe or such Engine was then in the condition required to be maintained by the terms of this Indenture, except that the value (but not the utility) of the Airframe or any Engine may be reduced by the value of any such Parts which the that are removed that Company deems are obsolete or no longer suitable or appropriate for use in such on the Airframe or any Engine; provided, however, that (i) no such Optional Modification shall materially diminish the value, utility, or useful life of any Engine below its value, utility or useful life immediately prior to such Optional Modification (assuming such Engine was in the condition required by the Mortgage immediately prior to such Optional Modification) and (ii) such Optional Modification shall have been approved by the applicable Engine Manufacturer or the FAA or JAA, as applicable. Except as otherwise expressly provided herein, all All Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of any such alteration, modification or addition (the "Additional Parts") shall become shall, without further act, be subject to the Lien of this MortgageIndenture. Notwithstanding the foregoing sentenceforegoing, the Company (or any Permitted Lessee) may may, at any time, remove any Part from the Airframe or suffer to be removed any Additional Engine if such Part; provided that such Additional Part : (i) is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the Airframe or such Engine on at the date that the time of delivery thereof to Company originally acquired such Engine or any Part in replacement of, or in substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to the Airframe or such Engine pursuant to the terms of Section 3.02(c) hereof, the terms of the insurance policies required to be carried hereunder or any applicable law or the first sentence of this Section 3.03(d), 7.04(c) and (iii) can be removed from the Airframe or such Engine without materially diminishing the value, value or utility or remaining useful life which such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Engine was in the condition and repair required to be maintained by the terms hereofof this Indenture that the Airframe or such Engine would have had had such Part never been installed on the Airframe or such Engine. Upon the removal by the Company (or any Permitted Lessee) of any such Part as above providedpermitted by this Section 7.04(c), such removed Part shall, without further act, be free and clear of all rights and interests of Loan Trustee and the Lien of this Mortgage Indenture and all rights of the Security Trustee and such Part shall no longer be deemed a Part hereunder. 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 removed Part from the Lien of this Indenture. Loan Trustee acknowledges that it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section 7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof) if (1) such equipment is Excluded Equipment and (2) the location affected by any such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition suitable for commercial passenger service; provided that all costs of installation, removal and replacement shall be the responsibility of Company.

Alterations, Modifications and Additions. The CompanyOwner, at its own expense, will make (or cause to be made made) such alterations and modifications in and additions to any Engine the Airframe and Engines as may be required to be made from time to time to meet the applicable standards of the FAA or JAA, to the extent made mandatory in respect of the Enginesany other governmental authority having jurisdiction; provided, however, that the Company Owner (or, if a Lease is then in effect, any Lessee) may, in good faith and by appropriate proceedings may faith, contest the validity or application of any such mandatory modification law, rule, regulation or order in any reasonable manner which does not involve any risk of loss, sale or forfeiture of any Engine, or result in any risk of criminal liability or material civil liability to any Secured Party or materially adversely affect the Security Indenture Trustee's interest in such Engine. In addition, the CompanyOwner (or any Lessee), at its own expense, may, or may permit a Lessee at its own cost and expense to, from time to time add further parts or accessories and 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 Company Owner (or such Lessee any Lessee) may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which the Company deems are Owner (or any Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use in on the Airframe or such EngineEngine (such parts, "Obsolete Parts"); provided, however, provided that (i) no such Optional Modification alteration, modification or addition shall materially diminish the value, utility, utility or remaining useful life of any the Airframe or such Engine below its the value, utility or remaining useful life thereof immediately prior to such Optional Modification (alteration, modification or addition, assuming the Airframe or such Engine was then in the condition required to be maintained by the Mortgage immediately prior to such Optional Modificationterms of this Trust Indenture, except that the value (but not the utility or remaining useful life) and (ii) such Optional Modification of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been approved by removed so long as the applicable Engine Manufacturer or the FAA or JAA, as applicableaggregate value of all Obsolete Parts which shall have been removed and not replaced shall not exceed [$500,000 for 757] [$800,000 for A330]. Except as otherwise expressly provided herein, all All Parts incorporated or installed in or attached or added to any the Airframe or an Engine as the result of any such alteration, modification or addition (the "Additional Parts") shall shall, without further act, become subject to the Lien of this MortgageTrust Indenture. Notwithstanding the foregoing sentence, the Company Owner (or any Lessee) may remove or suffer to be removed any Additional Part; , provided that such Additional Part (i) is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Airframe or any Engine on the date that the Company originally acquired such Engine Closing Date or any Part in replacement of, or in substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to such the Airframe or any Engine pursuant to the terms of Section 3.02(c) hereof, the terms of the insurance policies required to be carried hereunder or any applicable law 7.02 hereof or the first sentence of this Section 3.03(d), paragraph (c) and (iii) can be removed from the Airframe or such Engine without materially diminishing or impairing the value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Company Owner (or any Lessee) of any such Part as above providedprovided above, such Part shall, without further act, be free and clear of all rights of the Indenture Trustee, such Part shall not be subject to the Lien of this Mortgage and all rights of the Security Trustee Trust Indenture and such Part shall no longer be deemed a Part hereunderpart of the Airframe or Engine from which it was removed.

Alterations, Modifications and Additions. The Company, at its own expense, will make (or cause to be made made) such alterations and modifications in and additions to the Airframe and any Engine as may be required to be made from time to time to meet the applicable standards of the FAA or JAA, to any applicable regulatory agency or body of any other jurisdiction in which the extent made mandatory in respect of the EnginesAircraft may then be registered as permitted by Section 3.2(e) hereof; provided, however, that the Company (or any Lessee) may, in good faith and by appropriate proceedings may faith, contest the validity or application of any such mandatory modification law, rule, regulation or order in any reasonable manner which does not involve any risk of loss, sale or forfeiture of any Engine, or result in any risk of criminal liability or material civil liability to any Secured Party or materially adversely affect the Security Trustee's interest in such EngineCollateral Agent. In addition, the CompanyCompany (or any Lessee), at its own expense, may, or may permit a Lessee at its own cost and expense to, from time to time add further parts or accessories and 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 Company (or such Lessee Lessee) may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which the Company deems are (or such Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use in on the Airframe or such EngineEngine (such parts, “Obsolete Parts”); provided, however, provided that (i) no such Optional Modification alteration, modification or addition shall materially diminish the value, utility, utility or remaining useful life of any such Airframe or such Engine below its the value, utility or remaining useful life thereof immediately prior to such Optional Modification (alteration, modification or addition, assuming such Airframe or Engine was then in the condition required to be maintained by the Mortgage immediately prior to such Optional Modificationterms of this Mortgage, except that the value (but not the utility or remaining useful life) and (ii) such Optional Modification of the Airframe or any Engine may be reduced by the value of Obsolete Parts which have been removed so long as the aggregate value of all Obsolete Parts that shall have been approved by the applicable Engine Manufacturer or the FAA or JAA, as applicableremoved and not replaced shall not exceed $400,000. Except as otherwise expressly provided herein, all All Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of any such alteration, modification or addition (the "“Additional Parts"”) shall become subject to the Lien of this Mortgage. Notwithstanding the foregoing sentence, the Company (or any Lessee) may remove or suffer to be removed any Additional Part; , provided that such Additional Part (i) 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 on at the date that the Company originally acquired such Engine time of delivery thereof hereunder or any Part in replacement of, or in substitution for, any such Part, (ii) 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(c3.2(a) hereof, the terms of the insurance policies required to be carried hereunder or any applicable law (c) hereof or the first sentence of this Section 3.03(d3.4(d), and (iii) can be removed from such Airframe or Engine without materially diminishing or impairing the value, utility or remaining useful life which such Airframe or Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Company (or any Lessee) of any such Part as above provided, such Part shall, without further act, be free and clear of the Lien of this Mortgage and all rights of the Security Trustee Collateral Agent and such Part shall no longer be deemed a Part hereunder.