Common use of Alterations, Modifications and Additions Clause in Contracts

Alterations, Modifications and Additions. Grantor, at its own expense, shall make (or cause to be made) alterations and modifications in and additions to any Airframe, any Engine, any Rotor, or any Rotor Blade as may be required to be made from time to time by Applicable Law and to meet applicable standards of any airworthiness directives or any other standard of the FAA and any mandatory service bulletins of the applicable Manufacturer or the applicable Engine Manufacturer or in order to maintain the insurance required under Section 3.3(k) regardless of upon whom such requirements are, by their terms, nominally imposed; provided that Grantor may, in good faith and by appropriate procedure, contest the validity or application of any such standard in any reasonable manner which does not adversely affect the interests of Agent and does not involve any risk (other than a de minimis risk) of sale, forfeiture or loss of any Aircraft, any Airframe, any Engine, any Rotor, any Rotor Blade, or the Lien of this Security Agreement thereupon, any material risk of civil penalty or any risk of criminal liability being imposed on Agent, any other member of the Lender Group, or any Bank Product Provider. In addition, Grantor, at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to any Airframe, any Engine, any Rotor, or any Rotor Blades as Grantor may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which Grantor deems are obsolete or no longer suitable or appropriate for use in such Aircraft, such Airframe, such Engine, such Rotors, or such Rotor Blades, provided further that no such alteration, modification or addition diminishes the value, utility, estimated residual value (with respect to the applicable Airframe only), condition, remaining useful life or airworthiness of such Airframe, such Engine, such Rotor, or such Rotor Blade below the value, utility, estimated residual value, condition, remaining useful life or airworthiness thereof immediately prior to such alteration, modification or addition, assuming such Airframe, Engine, Rotor, or Rotor Blade was then in the condition required to be maintained by the terms of this Security Agreement, except that the value (but not the utility, estimated residual value, condition, remaining useful life or airworthiness) of the Aircraft may be reduced by the value of Parts which Grantor has removed as permitted above. All Parts incorporated or installed in or attached or added to any Airframe, any Engine, any Rotor, or any Rotor Blade as the result of any alteration, modification or addition effected by Grantor shall become the property of Grantor and, without further act, subject to the Lien of this Security Agreement and shall be free and clear of any other Liens except Permitted Liens, provided that Grantor may remove any such Part from the Airframe, any Engine, any Rotor, or any Rotor Blade 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, such Engine, such Rotor, or such Rotor Blade 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 such Engine pursuant to the terms of Section 3.3(g) or the first sentence of this Section 3.3(j) or pursuant to the terms of any insurance policies required to be carried hereunder or under any Applicable Law and (iii) such Part can be removed from such Airframe, such Engine, such Rotor, or such Rotor Blade without diminishing or impairing the value, condition, utility, estimated residual value, remaining useful life or airworthiness which such Airframe, Engine, Rotor, or Rotor Blade would have had at the time of removal had such alteration, modification or addition not been effected by Grantor assuming such Aircraft was otherwise maintained in the condition required by this Security Agreement. Upon the removal by Grantor of any such Part as above provided, title thereto shall, without further act, remain in Grantor, free and clear of all rights of Agent and such Part shall no longer be deemed a Part hereunder.

Alterations, Modifications and Additions. GrantorGreat Lakes, at its own expense, shall will make (or cause to be made) such alterations and modifications in and additions to any each Airframe, any Engine, any RotorSpare Engine, or any Rotor Blade Propeller and Spare Propeller as may be required to be made from time to time by Applicable Law and so as to meet applicable standards comply with any law, rule, regulation or order of any airworthiness directives or any other standard of the FAA and any mandatory service bulletins of the applicable Manufacturer or the applicable Engine Manufacturer or in order to maintain the insurance required under Section 3.3(k) regardless of upon whom such requirements areGovernmental Authority; provided, by their termshowever, nominally imposed; provided that Grantor Great Lakes may, in good faith faith, and by appropriate procedure, proceedings contest the validity or application of any such standard law, rule, regulation or order in any reasonable manner which manner, that does not adversely affect the interests of Agent and does not involve any risk (other than a de minimis risk) of sale, forfeiture or loss of any Aircraft, any Airframe, any Engine, any Rotor, any Rotor Blade, or the Lien of this Security Agreement thereupon, subject Lender to any material risk of any civil penalty or any criminal penalties, or involve any material risk of criminal liability being imposed on Agentloss or forfeiture of title to any Airframe, any other member of the Lender GroupEngine, Spare Engine, Propeller, or any Bank Product ProviderSpare Propeller. In addition, GrantorGreat Lakes, at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to any Airframe, any Engine, any RotorSpare Engine, Propeller or any Rotor Blades Spare Propeller as Grantor Great Lakes may deem desirable in the proper conduct of its business includingbusiness, including removal (without limitation, removal replacement) sale or disposal of Parts which Grantor Great Lakes deems are to be obsolete or no longer suitable or appropriate for use in such Aircraft, on such Airframe, such Engine, Spare Engine, Propeller or Spare Propeller (such Rotorsparts, or such Rotor Blades, “Obsolete Parts”); provided further that no such alteration, modification modification, removal, sale, disposal or addition materially diminishes the value, utility, estimated residual fair market value (with respect to the applicable Airframe only), condition, remaining useful life or airworthiness utility of such Airframe, such Engine, such RotorSpare Engine, Propeller, or such Rotor Blade Spare Propeller below the value, utility, estimated residual value, condition, remaining useful life fair market value or airworthiness utility thereof immediately prior to such alteration, modification modification, removal or addition, addition assuming such Airframe, Engine, RotorSpare Engine, Propeller or Rotor Blade Spare Propeller was then in the condition required to be maintained by the terms of this Security AgreementMortgage. In addition, except that the fair market value (but not the utility, estimated residual value, condition, remaining useful life or airworthiness) of the Aircraft an Airframe, Engine, Spare Engine, Propeller or Spare Propeller may be reduced by the fair market value, if any, of Obsolete Parts which shall have been removed so long as the aggregate fair market value of all Obsolete Parts which Grantor has shall have been removed as permitted aboveand not replaced with respect to any Aircraft shall not exceed $100,000 in the aggregate. All Parts incorporated or installed in or attached or added to any an Airframe, any Engine, any RotorSpare Engine, Propeller, or any Rotor Blade Spare Propeller as the result of any such alteration, modification or addition effected by Grantor shall become (except those parts which are excluded from the property definition of Grantor andParts) shall, without further act, become subject to the Lien of this Security Agreement and shall be free and clear of any other Liens except Permitted Liens, provided that Grantor may remove any such Part from the Airframe, any Engine, any Rotor, or any Rotor Blade 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, such Engine, such Rotor, or such Rotor Blade 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 such Engine pursuant to the terms of Section 3.3(g) or the first sentence of this Section 3.3(j) or pursuant to the terms of any insurance policies required to be carried hereunder or under any Applicable Law and (iii) such Part can be removed from such Airframe, such Engine, such Rotor, or such Rotor Blade without diminishing or impairing the value, condition, utility, estimated residual value, remaining useful life or airworthiness which such Airframe, Engine, Rotor, or Rotor Blade would have had at the time of removal had such alteration, modification or addition not been effected by Grantor assuming such Aircraft was otherwise maintained in the condition required by this Security Agreement. Upon the removal by Grantor of any such Part as above provided, title thereto shall, without further act, remain in Grantor, free and clear of all rights of Agent and such Part shall no longer be deemed a Part hereunderMortgage.

Alterations, Modifications and Additions. GrantorThe Borrower shall, at its own expenseor shall cause a Permitted Lessee to, shall make (or cause to be made) alterations and modifications in and additions to any Airframe, any Engine, any Rotor, or any Rotor Blade each Airframe and Engine as may be required to be made from time to time by Applicable Law and to meet the applicable standards of any airworthiness directives or any other standard of the FAA and any or other Aviation Authority having jurisdiction over the operation of such Airframe or Engine, to the extent made mandatory service bulletins in respect of such Airframe or Engine (a “Mandatory Modification”); provided, however, that the applicable Manufacturer Borrower or the applicable Engine Manufacturer or in order to maintain the insurance required under Section 3.3(k) regardless of upon whom such requirements are, by their terms, nominally imposed; provided that Grantor a Permitted Lessee may, in good faith and by appropriate procedure, contest the validity or application of any such standard law, rule, regulation or order in any reasonable manner which does not materially adversely affect the interests of Agent Administrative Agent’s interest in such Airframe or Engine and does not involve any material risk (other than a de minimis risk) of sale, forfeiture or loss of any Aircraft, any Airframe, any Engine, any Rotor, any Rotor Bladesuch Airframe or Engine or the interest of the Administrative Agent therein, or the Lien of this Security Agreement thereupon, any material risk of material civil penalty or any material risk of Mortgage and Security Agreement criminal liability being imposed on Agent, any other member of the Lender Group, Administrative Agent or any Bank Product ProviderSecured Party. In addition, Grantorthe Borrower, 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 any Airframe, any Engine, any Rotor, Airframe or any Rotor Blades Engine (each an “Optional Modification”) as Grantor the Borrower or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which Grantor the Borrower deems are obsolete or no longer suitable or appropriate for use in such AircraftAirframe or Engine; provided, such Airframehowever, such Engine, such Rotors, or such Rotor Blades, provided further that no such alteration, modification Optional Modification to an Airframe or addition diminishes Engine shall (i) materially diminish the fair market value, utility, estimated residual value (with respect to the applicable Airframe only), condition, utility or remaining useful life (without regard to hours or airworthiness cycles) of such Airframe, such Engine, such Rotor, Airframe or such Rotor Blade Engine below the its fair market value, utility, estimated residual value, condition, utility or remaining useful life or airworthiness thereof immediately prior to such alteration, modification or addition, Optional Modification (assuming such Airframe, Engine, Rotor, Airframe or Rotor Blade Engine was then in the condition required to be maintained by the terms Mortgage immediately prior to such Optional Modification) or (ii) cause such Airframe to cease to have the applicable standard certificate of this Security Agreement, except that the value (but not the utility, estimated residual value, condition, remaining useful life or airworthiness) of the Aircraft may be reduced by the value of Parts which Grantor has removed as permitted above. All Parts incorporated or installed in or attached or added to any Airframe, any Engine, any Rotor, Airframe or any Rotor Blade Engine as the result of any alteration, modification or addition effected by Grantor shall become the property of Grantor and, without further act, subject to the Lien of this Security Agreement and Borrower shall be free and clear of any other Liens except Permitted Liens, Liens and become subject to the Lien of this Mortgage; provided that Grantor may 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 the Airframe, any Engine, any Rotor, such Airframe or any Rotor Blade 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, such Engine, such Rotor, Airframe or such Rotor Blade Engine at the time of original delivery thereof hereunder 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 such Engine pursuant to the terms of Section 3.3(g3.02(d) or the first sentence of this Section 3.3(j3.04(d) or pursuant to the terms of any insurance policies required to be carried hereunder or under any Applicable Law and (iii) such Part can be removed from such Airframe, such Engine, such Rotor, Airframe or such Rotor Blade Engine without materially diminishing or impairing the fair market value, condition, utility, estimated residual value, utility or remaining useful life or airworthiness which such Airframe, Engine, Rotor, Airframe or Rotor Blade Engine would have had at the time of removal had such alteration, modification or addition removal not been effected by Grantor the Borrower, assuming such Aircraft Airframe or Engine was otherwise maintained in the condition required by this Security AgreementMortgage and such Removable Part had not been incorporated or installed in or attached to such Airframe or Engine. Upon the removal by Grantor the Borrower of any such Removable Part or Obsolete Part as above provided, (A) title thereto shall, without further act, remain in Grantor, 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. Mortgage and Security Agreement

Alterations, Modifications and Additions. GrantorThe Company, at its own expense, shall will make (or cause to be made) such alterations and modifications in and additions to any Airframe, any Engine, any Rotor, or any Rotor Blade the Spare Engines as may be required to be made from time to time by Applicable Law and so as to meet applicable standards comply with any law, rule, regulation or order of any airworthiness directives regulatory agency or body of any jurisdiction in which any aircraft may then be registered; provided, however, that the Company (or any other standard of the FAA and Permitted Lessee) or any mandatory service bulletins of the applicable Manufacturer or the applicable Engine Manufacturer or in order to maintain the insurance required under Section 3.3(k) regardless of upon whom such requirements are, by their terms, nominally imposed; provided that Grantor may, in good faith faith, and by appropriate procedure, proceedings contest the validity or application of any such standard law, rule, regulation or order in any reasonable manner which does not materially adversely affect the Collateral Agent, the Board or any Lender or any of their respective legal and economic interests of Agent and does not involve in or to such Spare Engine, or subject any such Person to risk (other than a de minimis risk) of sale, forfeiture or loss of any Aircraft, material civil or any Airframe, any Engine, any Rotor, any Rotor Blade, criminal penalties or the Lien of this Security Agreement thereupon, involve any material risk of civil penalty loss or any risk forfeiture of criminal liability being imposed on Agent, any other member of the Lender Group, or any Bank Product Providertitle to such Spare Engine. In addition, Grantorthe Company (or any Permitted Lessee), at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to any Airframe, any Engine, any Rotor, Spare Engine as the Company (or any Rotor Blades as Grantor Permitted Lessee) may deem desirable in the proper conduct of its business includingbusiness, without limitation, including removal of Parts which Grantor the Company (or any Permitted Lessee) deems are to be obsolete or no longer suitable or appropriate for use in on such AircraftSpare Engine (such parts, such Airframe, such Engine, such Rotors, or such Rotor Blades, "Obsolete Parts"); provided further that no such alteration, modification modification, removal or addition diminishes impairs the value, utility, estimated residual value (with respect to the applicable Airframe only), condition, remaining useful life condition or airworthiness of such Airframe, such Spare Engine, or materially diminishes the value or utility of such Rotor, or such Rotor Blade Spare Engine below the value, utility, estimated residual value, condition, remaining useful life airworthiness, value or airworthiness utility thereof immediately prior to such alteration, modification modification, removal or addition, addition assuming such Airframe, Engine, Rotor, or Rotor Blade Spare Engine was then in the condition required to be maintained by the terms of this Security Agreement. In addition, except that the value (but not the utility, estimated residual value, condition, remaining useful life condition or airworthiness) of the Aircraft any Spare Engine may be reduced by the value, if any, of Obsolete Parts which shall have been removed so long as the aggregate fair market value of all Obsolete Parts which Grantor has shall have been removed and not replaced shall not exceed 1.5% of the then Appraised Value of such Spare Engine (as permitted aboveshown in the most recent Appraisal Report delivered on or prior to such date). All Parts incorporated or installed in or attached or added to any Airframe, any Engine, any Rotor, or any Rotor Blade a Spare Engine as the result of any such alteration, modification or addition effected (except those parts which are excluded from the definition of Parts or which may be removed by Grantor shall become the property of Grantor andCompany pursuant to the next sentence) (the "Additional Parts") shall, without further act, become subject to the Lien of this the Security Agreement Documents. Notwithstanding the foregoing sentence, the Company may, at its own expense, so long as no Event of Default shall have occurred and shall be free and clear of continuing, remove or suffer to be removed any other Liens except Permitted LiensAdditional Part, provided that Grantor may remove any such Additional Part from the Airframe, any Engine, any Rotor, or any Rotor Blade 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, such Engine, such Rotor, or such Rotor Blade any Spare Engine at the time of delivery thereof hereunder or any Part part in replacement of, of or in substitution for, 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 such any Spare Engine pursuant to the terms of Section 3.3(g) or the first sentence of this Section 3.3(jparagraph (c) or pursuant to the terms of any insurance policies required to be carried hereunder or under any Applicable Law and (iii) such Part can be removed from such Airframe, such Engine, such Rotor, or such Rotor Blade Spare Engine without diminishing or impairing the value, condition, utilityairworthiness, estimated residual value, remaining useful life value or airworthiness utility of such Spare Engine which such Airframe, Engine, Rotor, or Rotor Blade Spare Engine would have had at the such time of removal had such alteration, modification or addition not been effected by Grantor assuming such Aircraft was otherwise maintained in the condition required by this Security Agreementoccurred. Upon the removal by Grantor of any thereof as provided above, such Part as above provided, title thereto shall, without further act, remain in Grantor, free and clear of all rights of Agent and such Additional Part shall no longer be deemed a Part hereunderto be subject to the Lien of the Security Documents or part of the Spare Engine from which it was removed.

Alterations, Modifications and Additions. GrantorThe Company, at its own expense, shall will make (or cause to be made) such alterations and modifications in and additions to any Airframethe Airframes, any EngineEngines, any Rotor, or any Rotor Blade Propellers and Spare Engines as may be required to be made from time to time by Applicable Law and so as to meet applicable standards comply with any law, rule, regulation or order of any airworthiness directives regulatory agency or body of any jurisdiction in which any Aircraft may then be registered; provided, however, that the Company or any other standard of the FAA and any mandatory service bulletins of the applicable Manufacturer or the applicable Engine Manufacturer or in order to maintain the insurance required under Section 3.3(k) regardless of upon whom such requirements are, by their terms, nominally imposed; provided that Grantor Permitted Lessee may, in good faith faith, and by appropriate procedure, proceedings contest the validity or application of any such standard law, rule, regulation or order in any reasonable manner which does not materially adversely affect the Collateral Agent, the Board or any Lender or any of their respective legal and economic interests of Agent and does not involve in or to such Airframe, Engine, Propeller or Spare Engine, or subject any such Person to risk (other than a de minimis risk) of sale, forfeiture or loss of any Aircraft, material civil or any Airframe, any Engine, any Rotor, any Rotor Blade, criminal penalties or the Lien of this Security Agreement thereupon, involve any material risk of civil penalty loss or any risk forfeiture of criminal liability being imposed on Agenttitle to such Aircraft, any other member of the Lender GroupEngine, Propeller or any Bank Product Providersuch Spare Engine. In addition, Grantorthe Company (or any Permitted Lessee), at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to any Airframe, any Engine, any Rotor, Propeller or any Rotor Blades Spare Engine as Grantor the Company (or any Permitted Lessee) may deem desirable in the proper conduct of its business includingbusiness, without limitation, including removal of Parts which Grantor the Company (or any Permitted Lessee) deems are to be obsolete or no longer suitable or appropriate for use in such Aircraft, on such Airframe, such Engine, such Rotors, Propeller or such Rotor BladesSpare Engine (such parts, "Obsolete Parts"); provided further that no such alteration, modification modification, removal or addition diminishes impairs the value, utility, estimated residual value (with respect to the applicable Airframe only), condition, remaining useful life condition or airworthiness of such Airframe, such Engine, such RotorPropeller or such Spare Engine, or materially diminishes the value or utility of such Rotor Blade Airframe, such Engine, such Propeller or such Spare Engine below the value, utility, estimated residual value, condition, remaining useful life airworthiness, value or airworthiness utility thereof immediately prior to such alteration, modification modification, removal or addition, addition assuming such Airframe, such Engine, Rotor, such Propeller or Rotor Blade such Spare Engine was then in the condition required to be maintained by the terms of this Security Agreement. In addition, except that the value (but not the utility, estimated residual value, condition, remaining useful life condition or airworthiness) of the Aircraft any Airframe, any Engine, any Propeller or any Spare Engine may be reduced by the value, if any, of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which Grantor has shall have been removed as permitted aboveand not replaced shall not exceed the Obsolete Parts Cap. All Parts incorporated or installed in or attached or added to an Airframe, an Engine, a Propeller or a Spare Engine as the result of such alteration, modification or addition (except those parts which are excluded from the definition of Parts or which may be removed by the Company pursuant to the next sentence) (the "Additional Parts") shall, without further act, become subject to the Lien of the Security Documents. Notwithstanding the foregoing sentence, the Company (or any Permitted Lessee) may, at its own expense, so long as no Event of Default shall have occurred and be continuing, 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 substitution for, any Part originally incorporated or installed in or attached to such Airframe, any Engine, any Propeller or any Spare Engine at the time of delivery thereof hereunder or any Part in replacement of or substitution for any such Part, (ii) is not required to be incorporated or installed in or attached or added to any Airframe, any Engine, any Rotor, Propeller or any Rotor Blade as the result of any alteration, modification or addition effected by Grantor shall become the property of Grantor and, without further act, subject to the Lien of this Security Agreement and shall be free and clear of any other Liens except Permitted Liens, provided that Grantor may remove any such Part from the Airframe, any Engine, any Rotor, or any Rotor Blade 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, such Engine, such Rotor, or such Rotor Blade 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 such Spare Engine pursuant to the terms of Section 3.3(g) or the first sentence of this Section 3.3(jparagraph (c) or pursuant to the terms of any insurance policies required to be carried hereunder or under any Applicable Law and (iii) such Part can be removed from such Airframe, such Engine, such Rotor, Propeller or such Rotor Blade Spare Engine without diminishing or impairing the value, condition, utilityairworthiness, estimated residual valuevalue or utility of the Airframe, remaining useful life such Engine, such Propeller or airworthiness such Spare Engine which such Airframe, such Engine, Rotor, such Propeller or Rotor Blade such Spare Engine would have had at the such time of removal had such alteration, modification or addition not been effected by Grantor assuming such Aircraft was otherwise maintained in the condition required by this Security Agreementoccurred. Upon the removal by Grantor of any thereof as provided above, such Part as above provided, title thereto shall, without further act, remain in Grantor, free and clear of all rights of Agent and such Additional Part shall no longer be deemed a Part hereunderto be subject to the Lien of the Security Documents or part of the Airframe, Engine, Propeller or Spare Engine from which it was removed.

Alterations, Modifications and Additions. GrantorSublessee, at its own expense, shall will make (or cause to be made) such alterations and modifications in and additions to any Airframe, any Engine, any Rotor, or any Rotor Blade the Airframe and Engines as may be required to be made from time to time by Applicable Law and to meet the applicable standards of any airworthiness directives the FAA or any other standard of the FAA and any mandatory service bulletins of the applicable Manufacturer or the applicable Engine Manufacturer or in order to maintain the insurance required under Section 3.3(k) governmental authority having jurisdiction regardless of upon whom such requirements are, by their terms, nominally imposed; provided provided, however, that Grantor Sublessee may, in good faith and by appropriate procedurefaith, contest the validity or application of any such standard law, rule, regulation or order in any reasonable manner which does not adversely affect Head Lessor, the interests of Agent Owner Participant, Sublessor, or their respective right, title and interest in the Aircraft and does not involve any risk (other than a de minimis risk) of sale, forfeiture or loss of any Aircraft, any Airframe, any Engine, any Rotor, any Rotor Blade, or the Lien of this Security Agreement thereupon, any material risk of civil penalty Aircraft or any risk of civil liability or criminal liability being imposed on Agentthe Owner Participant, any other member of the Lender GroupHead Lessor, or Sublessor; provided, further, that no appliance, part, instrument, appurtenance, accessory, furnishing or other equipment of whatever nature relating to such alteration, modification or addition may be leased from any Bank Product ProviderPerson other than Sublessor. In addition, GrantorSublessee, at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to any Airframe, any Engine, any Rotor, the Airframe or any Rotor Blades Engine as Grantor Sublessee may deem desirable in the proper conduct of its business business, including, without limitation, removal of Parts which Grantor deems are Sublessee has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use in such Aircraft, such Airframe, such Engine, such Rotors, on the Airframe or such Rotor BladesEngine (such parts, “Obsolete Parts”); provided further that no such alteration, modification or addition diminishes shall diminish the value, utility, estimated residual value (with respect to the applicable Airframe only), condition, utility or remaining useful life or airworthiness of such Airframe, such Engine, such Rotor, the Airframe or such Rotor Blade Engine below the value, utility, estimated residual value, condition, utility or remaining useful life or airworthiness thereof immediately prior to such alteration, modification or addition, assuming the Airframe or such Airframe, Engine, Rotor, or Rotor Blade Engine was then in the condition required to be maintained by the terms of this Security AgreementSublease, except that the value (but not the utility, estimated residual value, condition, utility or remaining useful life or airworthinesslife) of the Aircraft Airframe or any Engine may be reduced by the value of Obsolete Parts which Grantor has shall have been removed so long as permitted abovethe aggregate original cost of all Obsolete Parts which shall have been removed and not replaced pursuant to this Sublease or any other lease between Sublessee and Sublessor (or any affiliate thereof) shall not exceed $***. All Title to all Parts incorporated or installed in or attached or added to any Airframe, any Engine, any Rotor, the Airframe or any Rotor Blade an Engine as the result of such alteration, modification or addition (the “Additional Parts”) shall, without further act, vest in the Owner, and the Owner shall not be required under any circumstances under this Sublease to pay directly for any alteration, modification or addition effected by Grantor shall become addition. Notwithstanding the property of Grantor andforegoing sentence, without further act, subject Sublessee may remove or suffer to the Lien of this Security Agreement and shall be free and clear of removed any other Liens except Permitted LiensAdditional Part, provided that Grantor may remove any such Additional Part from the Airframe, any Engine, any Rotor, or any Rotor Blade 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, such Engine, such Rotor, the Airframe or such Rotor Blade 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 the Airframe or such any Engine pursuant to the terms of Section 3.3(g) 7 hereof or the first sentence of this Section 3.3(jparagraph (c) or pursuant to the terms of any insurance policies required to be carried hereunder or under any Applicable Law and (iii) such Part can be removed from such Airframe, such Engine, such Rotor, the Airframe or such Rotor Blade Engine without diminishing or impairing the value, condition, utility, estimated residual value, utility or remaining useful life of the Airframe or airworthiness which such Airframe, Engine, Rotor, or Rotor Blade would have had at the time of removal had such alteration, modification or addition not been effected by Grantor assuming such Aircraft was otherwise maintained in the condition required by this Security Agreement. Upon the removal by Grantor Sublessee of any such Part as above providedprovided above, title thereto shall, without further act, remain vest in Grantor, free and clear of all rights of Agent Sublessee and such Part shall no longer be deemed a part of the Airframe or Engine from which it was removed. Any Part hereundernot removed by Sublessee as above provided prior to the return of the Airframe or Engine to Sublessor hereunder shall remain the property of the Owner. Sublessee shall not, without Sublessor’s prior written consent, make any Major Modifications, including, without limitation, modifications as to type or manufacture of the avionics, or cabin modifications which change the interior layout, to the Aircraft.

Alterations, Modifications and Additions. Such Grantor, at its own expense, shall will make (or cause to be made) such alterations and modifications in and additions to any Airframe, any Engine, any Rotor, or any Rotor Blade the Spare Engines as may be required to be made from time to time by Applicable Law and so as to meet applicable standards comply with any law, rule, regulation or order of any airworthiness directives regulatory agency or body of any jurisdiction in which any aircraft may then be registered; provided, however, that such Grantor (or any other standard of the FAA and any mandatory service bulletins of the applicable Manufacturer or the applicable Engine Manufacturer or in order to maintain the insurance required under Section 3.3(kPermitted Lessee) regardless of upon whom such requirements are, by their terms, nominally imposed; provided that Grantor may, in good faith faith, and by appropriate procedure, proceedings contest the validity or application of any such standard law, rule, regulation or order in any reasonable manner which does not materially adversely affect the Collateral Agent, the Board or any Lender or any of their respective legal and economic interests of Agent and does not involve in or to such Spare Engine, or subject any such Person to risk (other than a de minimis risk) of sale, forfeiture or loss of any Aircraft, material civil or any Airframe, any Engine, any Rotor, any Rotor Blade, criminal penalties or the Lien of this Security Agreement thereupon, involve any material risk of civil penalty loss or any risk forfeiture of criminal liability being imposed on Agent, any other member of the Lender Group, or any Bank Product Providertitle to such Spare Engine. In addition, Grantorsuch Grantor (or any Permitted Lessee), at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to any Airframe, any Engine, any Rotor, Spare Engine as such Grantor (or any Rotor Blades as Grantor Permitted Lessee) may deem desirable in the proper conduct of its business includingbusiness, without limitation, including removal of Parts which such Grantor deems are (or any Permitted Lessee) deem to be obsolete or no longer suitable or appropriate for use in on such AircraftSpare Engine (such parts, such Airframe, such Engine, such Rotors, or such Rotor Blades, "Obsolete Parts"); provided further that no such alteration, modification modification, removal or addition diminishes the valueaddition, utility, estimated residual value (with respect after giving effect to the applicable Airframe onlyinstallation of Additional Parts (as defined below), condition, remaining useful life impairs the condition or airworthiness of such Airframe, such Spare Engine, or materially diminishes the value or utility of such Rotor, or such Rotor Blade Spare Engine below the value, utility, estimated residual value, condition, remaining useful life airworthiness, value or airworthiness utility thereof immediately prior to such alteration, modification modification, removal or addition, addition assuming such Airframe, Engine, Rotor, or Rotor Blade Spare Engine was then in the condition required to be maintained by the terms of this Security Agreement. In addition, except that the value (but not the utility, estimated residual value, condition, remaining useful life condition or airworthiness) of the Aircraft any Spare Engine may be reduced by the value, if any, of Obsolete Parts which shall have been removed so long as the aggregate fair market value of all Obsolete Parts which Grantor shall have been removed and not replaced shall not exceed 1.5% of the then Appraised Value of such Spare Engine (as shown in the most recent Appraisal Report delivered on or prior to such date) unless such Spare Engine has removed become worn out, obsolete or unfit for use and not easily repairable as permitted provided in Section 3.01(a)(i) above. All Parts incorporated or installed in or attached or added to any Airframe, any Engine, any Rotor, or any Rotor Blade a Spare Engine as the result of any such alteration, modification or addition effected (except those parts which are excluded from the definition of Parts or which may be removed by such Grantor shall become pursuant to the property of Grantor andnext sentence) (the "Additional Parts") shall, without further act, become subject to the Lien of this the Security Agreement Documents. Notwithstanding the foregoing sentence, such Grantor may, at its own expense, so long as no Event of Default shall have occurred and shall be free and clear of continuing, remove or suffer to be removed any other Liens except Permitted LiensAdditional Part, provided that Grantor may remove any such Additional Part from the Airframe, any Engine, any Rotor, or any Rotor Blade 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, such Engine, such Rotor, or such Rotor Blade any Spare Engine at the time of delivery thereof hereunder or any Part part in replacement of, of or in substitution for, 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 such any Spare Engine pursuant to the terms of Section 3.3(g) or the first sentence of this Section 3.3(jparagraph (c) or pursuant to the terms of any insurance policies required to be carried hereunder or under any Applicable Law and (iii) such Part can be removed from such Airframe, such Engine, such Rotor, or such Rotor Blade Spare Engine without diminishing or impairing the value, condition, utilityairworthiness, estimated residual value, remaining useful life value or airworthiness utility of such Spare Engine which such Airframe, Engine, Rotor, or Rotor Blade Spare Engine would have had at the such time of removal had such alteration, modification or addition not been effected by Grantor assuming such Aircraft was otherwise maintained in the condition required by this Security Agreementoccurred. Upon the removal by Grantor of any thereof as provided above, such Part as above provided, title thereto shall, without further act, remain in Grantor, free and clear of all rights of Agent and such Additional Part shall no longer be deemed a Part hereunderto be subject to the Lien of the Security Documents or part of the Spare Engine from which it was removed.

Alterations, Modifications and Additions. GrantorGreat Lakes, at its own expense, shall will make (or cause to be made) such alterations and modifications in and additions to any each Airframe, any Engine, any RotorSpare Engine, or any Rotor Blade Propeller and Spare Propeller as may be required to be made from time to time by Applicable Law and so as to meet applicable standards comply with any law, rule, regulation or order of any airworthiness directives or any other standard of the FAA and any mandatory service bulletins of the applicable Manufacturer or the applicable Engine Manufacturer or in order to maintain the insurance required under Section 3.3(k) regardless of upon whom such requirements areGovernmental Authority; provided, by their termshowever, nominally imposed; provided that Grantor Great Lakes may, in good faith faith, and by appropriate procedure, proceedings contest the validity or application of any such standard law, rule, regulation or order in any reasonable manner which does not adversely affect the interests of Agent and does not involve manner, subject any such Person to material risk (other than a de minimis risk) of sale, forfeiture or loss of any Aircraft, civil or any Airframe, any Engine, any Rotor, any Rotor Bladecriminal penalties, or the Lien of this Security Agreement thereupon, involve any material risk of civil penalty loss or forfeiture of title to any risk of criminal liability being imposed on AgentAirframe, any other member of the Lender GroupEngine, Spare Engine, Propeller, or any Bank Product ProviderSpare Propeller. In addition, GrantorGreat Lakes, at its own expense, may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to any Airframe, any Engine, any RotorSpare Engine, Propeller or any Rotor Blades Spare Propeller as Grantor Great Lakes may deem desirable in the proper conduct of its business includingbusiness, including removal (without limitation, removal replacement) sale or disposal of Parts which Grantor Great Lakes deems are to be obsolete or no longer suitable or appropriate for use in such Aircraft, on such Airframe, such Engine, Spare Engine, Propeller or Spare Propeller (such Rotorsparts, or such Rotor Blades, “Obsolete Parts”); provided further that no such alteration, modification modification, removal, sale, disposal or addition materially diminishes the value, utility, estimated residual fair market value (with respect to the applicable Airframe only), condition, remaining useful life or airworthiness utility of such Airframe, such Engine, such RotorSpare Engine, Propeller, or such Rotor Blade Spare Propeller below the value, utility, estimated residual value, condition, remaining useful life fair market value or airworthiness utility thereof immediately prior to such alteration, modification modification, removal or addition, addition assuming such Airframe, Engine, RotorSpare Engine, Propeller or Rotor Blade Spare Propeller was then in the condition required to be maintained by the terms of this Security AgreementMortgage. In addition, except that the fair market value (but not the utility, estimated residual value, condition, remaining useful life or airworthiness) of the Aircraft an Airframe, Engine, Spare Engine, Propeller or Spare Propeller may be reduced by the fair market value, if any, of Obsolete Parts which shall have been removed so long as the aggregate fair market value of all Obsolete Parts which Grantor has shall have been removed as permitted aboveand not replaced with respect to any Aircraft shall not exceed $100,000 in the aggregate. All Parts incorporated or installed in or attached or added to any an Airframe, any Engine. Spare Engine, any RotorPropeller, or any Rotor Blade Spare Propeller as the result of any such alteration, modification or addition effected by Grantor shall become (except those parts which are excluded from the property definition of Grantor andParts) shall, without further act, become subject to the Lien of this Security Agreement and shall be free and clear of any other Liens except Permitted Liens, provided that Grantor may remove any such Part from the Airframe, any Engine, any Rotor, or any Rotor Blade 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, such Engine, such Rotor, or such Rotor Blade 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 such Engine pursuant to the terms of Section 3.3(g) or the first sentence of this Section 3.3(j) or pursuant to the terms of any insurance policies required to be carried hereunder or under any Applicable Law and (iii) such Part can be removed from such Airframe, such Engine, such Rotor, or such Rotor Blade without diminishing or impairing the value, condition, utility, estimated residual value, remaining useful life or airworthiness which such Airframe, Engine, Rotor, or Rotor Blade would have had at the time of removal had such alteration, modification or addition not been effected by Grantor assuming such Aircraft was otherwise maintained in the condition required by this Security Agreement. Upon the removal by Grantor of any such Part as above provided, title thereto shall, without further act, remain in Grantor, free and clear of all rights of Agent and such Part shall no longer be deemed a Part hereunderMortgage.

Alterations, Modifications and Additions. GrantorThe Owner shall, at its own expenseor shall cause a Permitted Lessee to, shall make (or cause to be made) alterations and modifications in and an additions to any Airframethe Aircraft, any Engine, any Rotor, or any Rotor Blade Airframe and each Engine as may be required to be made from time to time by Applicable Law and to meet the applicable standards of any airworthiness directives the FAA or any other standard Aviation Authority having jurisdiction over the operation of the FAA and any Aircraft, to the extent made mandatory service bulletins in respect of the applicable Manufacturer or the applicable Engine Manufacturer or in order to maintain the insurance required under Section 3.3(k) regardless of upon whom such requirements are, by their terms, nominally imposedAircraft (a "Mandatory Modification"); provided however, that Grantor the Owner or a Permitted Lessee may, in OWNED AIRCRAFT INDENTURE 28 507 good faith and by appropriate procedure, contest the validity or application of any such standard law, rule, regulation or order in any reasonable manner which does not materially adversely affect Mortgagee's interest in the interests of Agent Aircraft and does not involve any material risk (other than a de minimis risk) of sale, forfeiture or loss of any Aircraft, any Airframe, any Engine, any Rotor, any Rotor Bladethe Aircraft or the interest of Mortgagee therein, or the Lien of this Security Agreement thereupon, any material risk of material civil penalty or any material risk of criminal liability being imposed on Agent, Mortgagee or the holder of any other member of the Lender Group, or any Bank Product ProviderEquipment Note. In addition, Grantorthe 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 any Airframe, any Engine, any Rotor, the Airframe or any Rotor Blades Engine (each an "Optional Modification") as Grantor the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which Grantor Owner deems are obsolete or no longer suitable or appropriate for use in such the Aircraft, such Airframe, Airframe or such Engine; provided, such Rotorshowever, or such Rotor Blades, provided further that no such alteration, modification or addition diminishes Optional Modification shall (i) materially diminish the fair market value, utility, estimated residual value (with respect to the applicable Airframe only), condition, remaining or useful life of the Aircraft or airworthiness of such Airframe, such Engine, such Rotor, or such Rotor Blade any Engine below the its fair market value, utility, estimated residual value, condition, remaining utility or useful life or airworthiness thereof immediately prior to such alteration, modification Optional Modification (assuming the Aircraft or addition, assuming such Airframe, Engine, Rotor, or Rotor Blade Engine was then in the condition required to be maintained by the terms of this Security Agreement, except that the value Lease immediately prior to such Optional Modification) or (but not the utility, estimated residual value, condition, remaining useful life or airworthinessii) of cause the Aircraft may be reduced by to cease to have the value applicable standard certificate of Parts which Grantor has removed as permitted aboveairworthiness. All Parts incorporated or installed in or attached or added to any Airframe, any Engine, any Rotor, Airframe or any Rotor Blade Engine as the result of any alteration, modification or addition effected by Grantor shall become the property of Grantor and, without further act, subject to the Lien of this Security Agreement and Owner shall be free and clear of any other Liens except Permitted Liens, Liens and become subject to the Lien of this Trust Indenture; provided that Grantor may 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 the Airframe, any Engine, any Rotor, such Airframe or any Rotor Blade 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, such Engine, such Rotor, Airframe or such Rotor Blade 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 such any Engine pursuant to the terms of Section 3.3(g4.02(d) or the first sentence of this Section 3.3(j4.04(d) or pursuant to the terms of any insurance policies required to be carried hereunder or under any Applicable Law and (iii) such Part can be removed from such Airframe, such Engine, such Rotor, Airframe or such Rotor Blade any Engine without materially diminishing or impairing the fair market value, condition, utility, estimated residual value, utility or remaining useful life or airworthiness which such Airframe, Engine, Rotor, Airframe or Rotor Blade any Engine would have had at the time of removal had such alteration, modification or addition removal not been effected by Grantor the Owner, assuming such the Aircraft was otherwise maintained in the condition required by this Security AgreementTrust Indenture. Upon the removal by Grantor the Owner of any such Part as above provided, title thereto shall, without further act, remain in Grantor, be free and clear of all rights of Agent 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. Grantor, at its own expense, shall make (or cause to be made) alterations and modifications in and additions to any Airframe, any Engine, any Rotor, or any Rotor Blade as may be required to be made from time to time by Applicable Law and to meet applicable standards of any airworthiness directives or any other standard of the FAA and any mandatory service bulletins of the applicable Manufacturer or the applicable Engine Manufacturer or in order to maintain the insurance required under Section 3.3(k) regardless of upon whom such requirements are, by their terms, nominally imposed; provided that Grantor may, in good faith and by appropriate procedure, contest the validity or application of any such standard in any reasonable manner which does not adversely affect the interests of Collateral Agent and does not involve any risk (other than a de minimis risk) of sale, forfeiture or loss of any Aircraft, any Airframe, any Engine, any Rotor, any Rotor Blade, or the Lien of this Security Agreement thereupon, any material risk of civil penalty or any risk of criminal liability being imposed on Agent, Collateral Agent or any other member of the Lender Group, or any Bank Product ProviderSecured Party. In addition, Grantor, at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to any Airframe, any Engine, any Rotor, or any Rotor Blades as Grantor may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which Grantor deems are obsolete or no longer suitable or appropriate for use in such Aircraft, such Airframe, such Engine, such Rotors, or such Rotor Blades, provided further that no such alteration, modification or addition diminishes the value, utility, estimated residual value (with respect to the applicable Airframe only), condition, remaining useful life or airworthiness of such Airframe, such Engine, such Rotor, or such Rotor Blade below the value, utility, estimated residual value, condition, remaining useful life or airworthiness thereof immediately prior to such alteration, modification or addition, assuming such Airframe, Engine, Rotor, or Rotor Blade was then in the condition required to be maintained by the terms of this Security Agreement, except that the value (but not the utility, estimated residual value, condition, remaining useful life or airworthiness) of the Aircraft may be reduced by the value of Parts which Grantor has removed as permitted above. All Parts incorporated or installed in or attached or added to any Airframe, any Engine, any Rotor, or any Rotor Blade as the result of any alteration, modification or addition effected by Grantor shall become the property of Grantor and, without further act, subject to the Lien of this Security Agreement and shall be free and clear of any other Liens except Permitted Liens, provided that Grantor may remove any such Part from the Airframe, any Engine, any Rotor, or any Rotor Blade 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, such Engine, such Rotor, or such Rotor Blade 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 such Engine pursuant to the terms of Section 3.3(g) or the first sentence of this Section 3.3(j) or pursuant to the terms of any insurance policies required to be carried hereunder or under any Applicable Law and (iii) such Part can be removed from such Airframe, such Engine, such Rotor, or such Rotor Blade without diminishing or impairing the value, condition, utility, estimated residual value, remaining useful life or airworthiness which such Airframe, Engine, Rotor, or Rotor Blade would have had at the time of removal had such alteration, modification or addition not been effected by Grantor assuming such Aircraft was otherwise maintained in the condition required by this Security Agreement. Upon the removal by Grantor of any such Part as above provided, title thereto shall, without further act, remain in Grantor, free and clear of all rights of Collateral Agent and such Part shall no longer be deemed a Part hereunder.

Alterations, Modifications and Additions. Such Grantor, at its own expense, shall will make (or cause to be made) such alterations and modifications in and additions to any Airframethe Airframes, any EngineEngines, any Rotor, or any Rotor Blade Propellers and Spare Engines as may be required to be made from time to time by Applicable Law and so as to meet applicable standards comply with any law, rule, regulation or order of any airworthiness directives regulatory agency or body of any jurisdiction in which any Aircraft may then be registered; provided, however, that such Grantor or any other standard of the FAA and any mandatory service bulletins of the applicable Manufacturer or the applicable Engine Manufacturer or in order to maintain the insurance required under Section 3.3(k) regardless of upon whom such requirements are, by their terms, nominally imposed; provided that Grantor Permitted Lessee may, in good faith faith, and by appropriate procedure, proceedings contest the validity or application of any such standard law, rule, regulation or order in any reasonable manner which does not materially adversely affect the Collateral Agent or any Lender or any of their respective legal and economic interests of Agent and does not involve in or to such Airframe, Engine, Propeller or Spare Engine, or subject any such Person to risk (other than a de minimis risk) of sale, forfeiture or loss of any Aircraft, material civil or any Airframe, any Engine, any Rotor, any Rotor Blade, criminal penalties or the Lien of this Security Agreement thereupon, involve any material risk of civil penalty loss or any risk forfeiture of criminal liability being imposed on Agenttitle to such Aircraft, any other member of the Lender GroupEngine, Propeller or any Bank Product Providersuch Spare Engine. In addition, Grantorsuch Grantor (or any Permitted Lessee), at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to any Airframe, any Engine, any Rotor, Propeller or any Rotor Blades Spare Engine as such Grantor (or any Permitted Lessee) may deem desirable in the proper conduct of its business includingbusiness, without limitation, including removal of Parts which such Grantor (or any Permitted Lessee) deems are to be obsolete or no longer suitable or appropriate for use in such Aircraft, on such Airframe, such Engine, such Rotors, Propeller or such Rotor BladesSpare Engine (such parts, “Obsolete Parts”); provided further that no such alteration, modification modification, removal or addition diminishes impairs the value, utility, estimated residual value (with respect to the applicable Airframe only), condition, remaining useful life condition or airworthiness of such Airframe, such Engine, such RotorPropeller or such Spare Engine, or materially diminishes the value or utility of such Rotor Blade Airframe, such Engine, such Propeller or such Spare Engine below the value, utility, estimated residual value, condition, remaining useful life airworthiness, value or airworthiness utility thereof immediately prior to such alteration, modification modification, removal or addition, addition assuming such Airframe, such Engine, Rotor, such Propeller or Rotor Blade such Spare Engine was then in the condition required to be maintained by the terms of this Security Agreement. In addition, except that the value (but not the utility, estimated residual value, condition, remaining useful life condition or airworthiness) of the Aircraft any Airframe, any Engine, any Propeller or any Spare Engine may be reduced by the value, if any, of Obsolete Parts which shall have been removed so long as the aggregate fair market value of all Obsolete Parts which Grantor has shall have been removed as permitted aboveand not replaced shall not exceed the Obsolete Parts Cap. All Parts incorporated or installed in or attached or added to an Airframe, an Engine, a Propeller or a Spare Engine as the result of such alteration, modification or addition (except those parts which are excluded from the definition of Parts or which may be removed by such Grantor pursuant to the next sentence) (the “Additional Parts”) shall, without further act, become subject to the Lien of the Security Documents. Notwithstanding the foregoing sentence, such Grantor (or any Permitted Lessee) may, at its own expense, so long as no Event of Default shall have occurred and be continuing, 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 substitution for, any Part originally incorporated or installed in or attached to such Airframe, any Engine, any Propeller or any Spare Engine at the time of delivery thereof hereunder or any Part in replacement of or substitution for any such Part, (ii) is not required to be incorporated or installed in or attached or added to any Airframe, any Engine, any Rotor, Propeller or any Rotor Blade as the result of any alteration, modification or addition effected by Grantor shall become the property of Grantor and, without further act, subject to the Lien of this Security Agreement and shall be free and clear of any other Liens except Permitted Liens, provided that Grantor may remove any such Part from the Airframe, any Engine, any Rotor, or any Rotor Blade 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, such Engine, such Rotor, or such Rotor Blade 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 such Spare Engine pursuant to the terms of Section 3.3(g) or the first sentence of this Section 3.3(jparagraph (c) or pursuant to the terms of any insurance policies required to be carried hereunder or under any Applicable Law and (iii) such Part can be removed from such Airframe, such Engine, such Rotor, Propeller or such Rotor Blade Spare Engine without diminishing or impairing the value, condition, utilityairworthiness, estimated residual valuevalue or utility of the Airframe, remaining useful life such Engine, such Propeller or airworthiness such Spare Engine which such Airframe, such Engine, Rotor, such Propeller or Rotor Blade such Spare Engine would have had at the such time of removal had such alteration, modification or addition not been effected by Grantor assuming such Aircraft was otherwise maintained in the condition required by this Security Agreementoccurred. Upon the removal by Grantor of any thereof as provided above, such Part as above provided, title thereto shall, without further act, remain in Grantor, free and clear of all rights of Agent and such Additional Part shall no longer be deemed a Part hereunderto be subject to the Lien of the Security Documents or part of the Airframe, Engine, Propeller or Spare Engine from which it was removed.

Alterations, Modifications and Additions. The Grantor, at its own expense, shall will make (or cause to be made) such alterations and modifications in and additions to any each Airframe, any Engine, any Rotor, or any Rotor Blade Engine and Spare Engine as may be required to be made from time to time by Applicable Law and so as to meet applicable standards comply with any law, rule, regulation or order of any airworthiness directives regulatory agency or body of any jurisdiction in which an Aircraft may then be registered or any other standard of Engine or Spare Engine may be located; provided, however, that the FAA and Grantor or any mandatory service bulletins of the applicable Manufacturer or the applicable Engine Manufacturer or in order to maintain the insurance required under Section 3.3(k) regardless of upon whom such requirements are, by their terms, nominally imposed; provided that Grantor Permitted Lessee may, in good faith faith, and by appropriate procedure, proceedings contest the validity or application of any such standard law, rule, regulation or order in any reasonable manner which does not adversely affect the Collateral Agent or any Lender or any of their respective legal and economic interests in or to such Airframe, Engine or Spare Engine, subject any such Person to risk of Agent and does not any material civil or any criminal penalties, or involve any risk (other than a de minimis risk) material damage of sale, loss or forfeiture or loss of any Aircraft, title to any Airframe, any Engine or Spare Engine, any Rotor, any Rotor Blade, or the Lien of this Security Agreement thereupon, any material risk of civil penalty or any risk of criminal liability being imposed on Agent, any other member of the Lender Group, or any Bank Product Provider. In addition, Grantorthe Grantor (or any Permitted Lessee), at its own expense, may from time to time make or cause to be made such alterations and modifications in and additions to any Airframe, any Engine, any Rotor, Engine or Spare Engine as the Grantor (or any Rotor Blades as Grantor Permitted Lessee) may deem desirable in the proper conduct of its business includingbusiness, without limitation, including removal of Parts which the Grantor (or any Permitted Lessee) deems are to be obsolete or no longer suitable or appropriate for use in such Aircraft, on such Airframe, Engine or Spare Engine (such Engineparts, such Rotors, or such Rotor Blades, "Obsolete Parts"); provided further that no such alteration, modification modification, removal or addition diminishes impairs the value, utility, estimated residual value (with respect to the applicable Airframe only), condition, remaining useful life condition or airworthiness of such Airframe, such Engine or Spare Engine, or materially diminishes the value or utility of such RotorAirframe, Engine or such Rotor Blade Spare Engine below the value, utility, estimated residual value, condition, remaining useful life airworthiness, value or airworthiness utility thereof immediately prior to such alteration, modification modification, removal or addition, addition assuming such Airframe, Engine, Rotor, Engine or Rotor Blade Spare Engine was then in the condition required to be maintained by the terms of this Security AgreementMortgage. In addition, except that the value (but not the utility, estimated residual value, condition, remaining useful life condition or airworthiness) of the Aircraft an Airframe, Engine or Spare Engine may be reduced by the value, if any, of Obsolete Parts which shall have been removed so long as the aggregate fair market value of all Obsolete Parts which Grantor has shall have been removed as permitted aboveand not replaced with respect to any Airframe, Engine or Spare Engine shall not exceed $100,000 in the aggregate ($150,000 in the case of any Boeing 747 or 777 Aircraft), unless the Collateral Agent agrees otherwise in writing, in its reasonable discretion. All Parts incorporated or installed in or attached or added to any an Airframe, any Engine, any Rotor, Engine or any Rotor Blade Spare Engine as the result of any such alteration, modification or addition effected (except those parts which are excluded from the definition of Parts or which may be removed by the Grantor shall become pursuant to the property of Grantor andnext sentence) (the "Additional Parts") shall, without further act, become subject to the Lien of this Security Agreement Mortgage. Notwithstanding the foregoing sentence, the Grantor (or any Permitted Lessee) may, at its own expense, so long as no Default or Event of Default shall have occurred and shall be free and clear of continuing, remove or suffer to be removed any other Liens except Permitted LiensAdditional Part, provided that Grantor may remove any such Additional Part from the Airframe, any Engine, any Rotor, or any Rotor Blade 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, such Engine, such Rotor, Engine or such Rotor Blade Spare Engine at the time of delivery thereof hereunder or any Part in replacement of, of or in substitution for, for any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such Airframe Airframe, Engine or such Spare Engine pursuant to the terms of Section 3.3(g) or the first sentence of this Section 3.3(jparagraph (c) or pursuant to the terms of any insurance policies required to be carried hereunder or under any Applicable Law and (iii) such Part can be removed from such Airframe, such Engine, such Rotor, Engine or such Rotor Blade Spare Engine without diminishing or impairing the value, condition, utilityairworthiness, estimated residual valuefair market value or utility of such Airframe, remaining useful life Engine or airworthiness Spare Engine which such Airframe, Engine, Rotor, Engine or Rotor Blade Spare Engine would have had at the such time of removal had such alteration, modification or addition not been effected by Grantor assuming such Aircraft was otherwise maintained in the condition required by this Security Agreementoccurred. Upon the removal by Grantor of any thereof as provided above, such Part as above provided, title thereto shall, without further act, remain in Grantor, free and clear of all rights of Agent and such Additional Part shall no longer be deemed a Part hereunderto be subject to the Lien of this Mortgage or part of such Airframe, Engine or Spare Engine from which it was removed.

Alterations, Modifications and Additions. GrantorThe Owner shall, at its own expenseor shall cause a Permitted Lessee to, shall make (or cause to be made) alterations and modifications in and additions to any Airframethe Aircraft, any Engine, any Rotor, or any Rotor Blade Airframe and each Engine as may be required to be made from time to time by Applicable Law and to meet the applicable standards of any airworthiness directives the FAA or any other standard Aviation Authority having jurisdiction over the operation of the FAA and any Aircraft, to the extent made mandatory service bulletins in respect of the applicable Manufacturer Aircraft (a "Mandatory Modification"); PROVIDED HOWEVER, that the Owner or the applicable Engine Manufacturer or in order to maintain the insurance required under Section 3.3(k) regardless of upon whom such requirements are, by their terms, nominally imposed; provided that Grantor a Permitted Lessee may, in good faith and by appropriate procedure, contest the validity or application of any such standard law, rule, regulation or order in any reasonable manner which does not materially adversely affect Mortgagee's interest in the interests of Agent Aircraft and does not involve any material risk (other than a de minimis risk) of sale, forfeiture or loss of any Aircraft, any Airframe, any Engine, any Rotor, any Rotor Bladethe Aircraft or the interest of Mortgagee therein, or the Lien of this Security Agreement thereupon, any material risk of material civil penalty or any material risk of criminal liability being imposed on Agent, Mortgagee or the holder of any other member of the Lender Group, or any Bank Product ProviderEquipment Note. In addition, Grantorthe 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 any Airframe, any Engine, any Rotor, the Airframe or any Rotor Blades Engine (each an "Optional Modification") as Grantor the Owner or such Permitted Lessee may deem desirable in the proper conduct of its business including, without limitation, removal of Parts which Grantor Owner deems are obsolete or no longer suitable or appropriate for use in such the Aircraft, such Airframe, Airframe or such Engine; PROVIDED, such RotorsHOWEVER, or such Rotor Blades, provided further that no such alteration, modification or addition diminishes Optional Modification shall (i) materially diminish the fair market value, utility, estimated residual value (with respect to the applicable Airframe only), condition, remaining or useful life of the Aircraft or airworthiness of such Airframe, such Engine, such Rotor, or such Rotor Blade any Engine below the its fair market value, utility, estimated residual value, condition, remaining utility or useful life or airworthiness thereof immediately prior to such alteration, modification Optional Modification (assuming the Aircraft or addition, assuming such Airframe, Engine, Rotor, or Rotor Blade Engine was then in the condition required to be maintained by the terms of this Security Agreement, except that the value Trust Indenture immediately prior to such Optional Modification) or (but not the utility, estimated residual value, condition, remaining useful life or airworthinessii) of cause the Aircraft may be reduced by to cease to have the value applicable standard certificate of Parts which Grantor has removed as permitted aboveairworthiness. All Parts incorporated or installed in or attached or added to any Airframe, any Engine, any Rotor, Airframe or any Rotor Blade Engine as the result of any alteration, modification or addition effected by Grantor shall become the property of Grantor and, without further act, subject to the Lien of this Security Agreement and Owner shall be free and clear of any other Liens except Permitted LiensLiens and become subject to the Lien of this Trust Indenture; PROVIDED that the Owner or any Permitted Lessee may, provided that Grantor 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 the Airframe, any Engine, any Rotor, such Airframe or any Rotor Blade 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, such Engine, such Rotor, Airframe or such Rotor Blade 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 such any Engine pursuant to the terms of Section 3.3(g4.02(d) or the first sentence of this Section 3.3(j) or pursuant to the terms of any insurance policies required to be carried hereunder or under any Applicable Law and (iii) such Part can be removed from such Airframe, such Engine, such Rotor, or such Rotor Blade without diminishing or impairing the value, condition, utility, estimated residual value, remaining useful life or airworthiness which such Airframe, Engine, Rotor, or Rotor Blade would have had at the time of removal had such alteration, modification or addition not been effected by Grantor assuming such Aircraft was otherwise maintained in the condition required by this Security Agreement. Upon the removal by Grantor of any such Part as above provided, title thereto shall, without further act, remain in Grantor, free and clear of all rights of Agent and such Part shall no longer be deemed a Part hereunder.this