Common use of Alterations, Modifications and Additions Clause in Contracts

Alterations, Modifications and Additions. The Grantor, at its own expense, will make (or cause to be made) such alterations and modifications in and additions to each Engine as may be required to be made from time to time so as to comply with any law, rule, regulation or order of any Governmental Authority of any jurisdiction in which any Engine may be located; provided, however, that the Grantor may, in good faith, and by appropriate proceedings contest the validity or application of any such law, rule, regulation or order (commencement of such contest to occur within 45 days of the date on which the Grantor is required to make such alterations or modifications) in any reasonable manner which does not materially adversely affect the Collateral Agent or any Secured Party or any of their respective legal and economic interests in or to such Engine, subject any such Person to material risk of any civil or any criminal penalties, or involve any material risk of loss or forfeiture of title to any Engine. In addition, subject to the last sentence of this Section 2.02(c), the Grantor, at its own expense, may from time to time make such alterations and modifications in and additions to any Engine as the Grantor may deem desirable in the proper conduct of its business, including removal of Parts which the Grantor deems to be obsolete or no longer suitable or appropriate for use on such Engine; provided that no such alteration, modification, removal or addition impairs the condition or airworthiness of such Engine, or materially diminishes the utility of such Engine below the condition, airworthiness, or utility thereof immediately prior to such alteration, modification, removal or addition assuming such Engine was then in the condition required to be maintained by the terms of this Mortgage; provided further that if any such alteration, modification, removal or addition materially diminishes the current market value of such Engine below the current market value thereof immediately prior to such alteration, modification, removal or addition, then the Grantor shall promptly notify the Collateral Agent thereof. All Parts incorporated or installed in or attached or added to an 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 Grantor pursuant to the next sentence) (the “Additional Parts”) shall, without further act, become subject to the Lien of this Mortgage. Notwithstanding the foregoing sentence, the Grantor 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 Engine or any Part in replacement of or substitution for any such Part and (ii) is not required to be incorporated or installed in or attached or added to such Engine pursuant to the first sentence of this paragraph (c). Upon the removal thereof as provided above, such Additional Part shall no longer be deemed to be subject to the Lien of this Mortgage or part of such Engine from which it was removed and may be sold or otherwise disposed of by the Grantor in the ordinary course of its business.

Alterations, Modifications and Additions. The Grantor, at its own expense, will Sublessee shall make (or cause to be mademade under the MSA or otherwise) such alterations and modifications in and additions to each Engine the Equipment at its expense as may be required to be made from time to time so as to comply with any lawmeet all applicable standards of the FAA or other governmental authority having jurisdiction, rule, regulation or order of any Governmental Authority of any jurisdiction in which any Engine may be located; provided, however, that the Grantor may, in good faith, and by appropriate proceedings contest unless the validity or application of any thereof is being contested in good faith by appropriate proceedings (but only so long as such law, rule, regulation or order (commencement of such contest to occur within 45 days of the date on which the Grantor is required to make such alterations or modifications) in any reasonable manner which does proceedings do not materially adversely affect the Collateral Agent or any Secured Party or any of their respective legal and economic interests in or to such Engine, subject any such Person to material risk of any civil or any criminal penalties, or involve any material risk of sale, forfeiture or loss of any of the Equipment or forfeiture any interest therein). If any mandatory modification work is required, Sublessee shall pay for the first $________ of title the actual cost for any one such mandatory modification and the first $________ of the actual cost for multiple such mandatory modifications. If the actual cost of such mandatory modification (that is, without markup) exceeds $________ for any one such mandatory modification and $________ for multiple such mandatory modifications, then Sublessor shall reimburse Sublessee for a portion of such excess cost in an amount equal to any Enginethe excess of such cost over $________ (in the case of a single mandatory modification) or $________ (in the case of multiple such mandatory modifications) multiplied by a fraction, the numerator of which is the number of months then remaining in the Term of this Sublease and the denominator of which is 84. The Sublessor shall reimburse Sublessee for the balance of such excess cost to Sublessee promptly following completion of such mandatory modification, provided that no Event of Default has occurred and is continuing. In addition, subject to the last sentence of this Section 2.02(c), the GrantorSublessee, at its own cost and expense, may from time to time request that Continental make under the MSA such alterations and modifications in and additions to any Engine item of Equipment as the Grantor Sublessee may deem desirable in the proper conduct of its business; provided, including removal of Parts which the Grantor deems to be obsolete or no longer suitable or appropriate for use on such Engine; provided however, that no such alteration, modification, removal modification or addition impairs shall diminish, in Sublessor's reasonable determination, the condition value or airworthiness of such Engine, or materially diminishes the utility of such Engine item of Equipment below the conditionvalue, airworthiness, or utility and airworthiness thereof immediately prior to such alteration, modificationmodification or addition, removal or addition assuming such Engine item of Equipment was then in the condition and airworthiness required to be maintained by the terms of this Mortgage; Sublease. Except as otherwise provided further that if any such alterationherein, modification, removal or addition materially diminishes the current market value title to all Parts (other than Removable Parts (as defined below)) incorporated in an item of such Engine below the current market value thereof immediately prior to such alteration, modification, removal or addition, then the Grantor shall promptly notify the Collateral Agent thereof. All Parts incorporated or installed in or attached or added to an Engine Equipment 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 Grantor pursuant to the next sentence) (the “Additional Parts”) shall, without further act, vest in the Head Lessor and become subject to the Lien of this MortgageSublease. Notwithstanding the foregoing sentence, the Grantor may, at its own expensesentence of this Section 6.3, so long as no Event of Default shall have occurred and be continuing, Sublessee may request that Continental under the MSA remove or suffer any Part (such Part being referred to be removed herein as a "Removable Part") at any Additional Part, provided that such Additional Part time during the Term if (i) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated in the Aircraft, Airframe or installed in or attached to such Engine or any Part in replacement at the time of or substitution for any such Part and delivery thereof hereunder, (ii) such Part is not required required, in Sublessor's determination, to be incorporated or installed in or attached or added to such Engine item of Equipment pursuant to the terms of Section 5.3 or 5.4 hereof or the first sentence of this paragraph Section 6.3 and (c)iii) such Part can be removed from such item of Equipment without diminishing or impairing, in Sublessor's determination, the value, utility or airworthiness which such item of Equipment would have had at such time had such alteration, modification or addition not occurred. Removable Parts may be subleased from third parties other than Sublessor. Upon the removal thereof by Sublessee (or by Continental under the MSA) of any Part as provided aboveabove provided, title thereto shall, without further act, vest in Sublessee and such Additional Part shall no longer be deemed to be subject to the Lien of this Mortgage or part of the Aircraft, Airframe or such Engine from which it was removed. Any Part not removed as above provided prior to the return of such item of Equipment to Sublessor hereunder shall remain the property of Head Lessor provided that Sublessor may require Sublessee, in connection with the return of the Aircraft pursuant to Section 12 hereof, to remove any Removable Part from the Aircraft and may be sold to restore the Aircraft to its condition prior to the addition of such Removable Part. Sublessor shall not bear any liability for any alteration, modification or otherwise disposed addition or for any grounding or suspension of by the Grantor in the ordinary course certification of its businessany item of Equipment or for loss of revenue.

Alterations, Modifications and Additions. The GrantorEXCEPT FOR SUCH ALTERATIONS AND MODIFICATIONS TO THE ENGINE AS MAY BE REQUIRED FROM TIME TO TIME TO MEET THE STANDARDS OF THE FAA OR OTHER GOVERNMENTAL ENTITY HAVING JURISDICTION AND AS REQUIRED TO CONFORM TO MANUFACTURERS' MANDATORY SERVICE BULLETINS, LESSEE SHALL MAKE NO ALTERATIONS, MODIFICATIONS OR ADDITIONS TO THE ENGINE WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Lessee, at its own expense, will make (or cause to be made) such alterations and modifications in and additions to each the Engine as may be required to be made from time to time so to meet the standards of the FAA or other Governmental Entity having jurisdiction and as required to comply with any law, rule, regulation or order of any Governmental Authority of any jurisdiction in which any Engine may be located; provided, however, that the Grantor may, in good faithconform to Manufacturers' mandatory service bulletins, and by appropriate proceedings contest the validity or application of any such law, rule, regulation or order (commencement of such contest to occur within 45 days shall notify Lessor of the date on nature and schedule for making such changes and, upon submission of the Monthly Report for the month during which completion of the Grantor is same shall have occurred, of completion thereof. Unless expressly required to make such alterations by the FAA or modifications) in any reasonable manner which does not materially adversely affect Manufacturer's mandatory service bulletins, no alteration, modification or addition shall diminish the Collateral Agent value or any Secured Party or any utility of their respective legal and economic interests in or to such the Engine, subject any such Person to material risk of any civil or any criminal penalties, or involve any material risk of loss or forfeiture of title to any Engine. In addition, subject to the last sentence of this Section 2.02(c), the Grantor, at its own expense, may from time to time make such alterations and modifications in and additions to any Engine as the Grantor may deem desirable in the proper conduct of its business, including removal of Parts which the Grantor deems to be obsolete or no longer suitable or appropriate for use on such Engine; provided that no such alteration, modification, removal or addition impairs impair the condition or airworthiness of such Enginethereof, or materially diminishes the utility of such Engine below the conditionvalue, airworthinessutility, or utility condition and airworthiness thereof immediately prior to such alteration, modification, removal modification or addition (assuming such the Engine was then of the value or utility and in the condition and airworthiness required to be maintained by the terms of this Mortgage; provided further that if any such alteration, modification, removal or addition materially diminishes the current market value of such Engine below the current market value thereof immediately prior to such alteration, modification, removal or addition, then the Grantor shall promptly notify the Collateral Agent thereofLease). All Parts parts incorporated or installed in or attached or added to an the 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 Grantor pursuant to the next sentence) (the “Additional Parts”) shall, without further act, become subject to the Lien of this MortgageLease. Notwithstanding the foregoing sentence, the Grantor may, at its own expensesentence of this Section 6(e), so long as no Default or Event of Default shall have occurred and be continuing, Lessee may remove or suffer to be removed any Additional Part, ; provided that such Additional Part (i) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to such the Engine at the time of delivery thereof hereunder or any Part in replacement of of, or substitution for any such Part and Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such the Engine pursuant to the first sentence terms of this paragraph Section 6(e) and (c)iii) such Part can be removed from the Engine without diminishing or impairing the value, utility, condition or airworthiness required to be maintained by the terms of this Lease that the Engine would have had at such time had such removal not occurred. Upon the removal thereof by Lessee of any Part as provided aboveabove provided, title thereto shall, without further act, vest in Lessee and such Additional Part shall no longer be deemed to be subject to the Lien of this Mortgage or part of such the Engine from which it was removed. Any Part removed and may be sold or otherwise disposed by Lessee in any manner other than as above provided prior to the return of by the Grantor in Engine to Lessor hereunder shall remain the ordinary course property of its businessLessor.

Alterations, Modifications and Additions. The Grantor, at its own expense, will Sublessee shall make (or cause to be mademade under the MSA or otherwise) such alterations and modifications in and additions to each Engine the Equipment at its expense as may be required to be made from time to time so as to comply with any lawmeet all applicable standards of the FAA or other governmental authority having jurisdiction, rule, regulation or order of any Governmental Authority of any jurisdiction in which any Engine may be located; provided, however, that the Grantor may, in good faith, and by appropriate proceedings contest unless the validity or application of any thereof is being contested in good faith by appropriate proceedings (but only so long as such law, rule, regulation or order (commencement of such contest to occur within 45 days of the date on which the Grantor is required to make such alterations or modifications) in any reasonable manner which does proceedings do not materially adversely affect the Collateral Agent or any Secured Party or any of their respective legal and economic interests in or to such Engine, subject any such Person to material risk of any civil or any criminal penalties, or involve any material risk of sale, forfeiture or loss of any of the Equipment or forfeiture any interest therein). If any mandatory modification work is required, Sublessee shall pay for the first $__________ of title the actual cost for any one such mandatory modification and the first $__________ of the actual cost for multiple such mandatory modifications. If the actual cost of such mandatory modification (that is, without markup) exceeds $__________ for any one such mandatory modification and $__________ for multiple such mandatory modifications, then Sublessor shall reimburse Sublessee for a portion of such excess cost in an amount equal to any Enginethe excess of such cost over $__________ (in the case of a single mandatory modification) or $__________ (in the case of multiple such mandatory modifications) multiplied by a fraction, the numerator of which is the number of months then remaining in the Term of this Sublease and the denominator of which is 84. The Sublessor shall reimburse Sublessee for the balance of such excess cost to Sublessee promptly following completion of such mandatory modification, provided that no Event of Default has occurred and is continuing. In addition, subject to the last sentence of this Section 2.02(c), the GrantorSublessee, at its own cost and expense, may from time to time request that Continental make under the MSA such alterations and modifications in and additions to any Engine item of Equipment as the Grantor Sublessee may deem desirable in the proper conduct of its business; provided, including removal of Parts which the Grantor deems to be obsolete or no longer suitable or appropriate for use on such Engine; provided however, that no such alteration, modification, removal modification or addition impairs shall diminish, in Sublessor's reasonable determination, the condition value or airworthiness of such Engine, or materially diminishes the utility of such Engine item of Equipment below the conditionvalue, airworthiness, or utility and airworthiness thereof immediately prior to such alteration, modificationmodification or addition, removal or addition assuming such Engine item of Equipment was then in the condition and airworthiness required to be maintained by the terms of this Mortgage; Sublease. Except as otherwise provided further that if any such alterationherein, modification, removal or addition materially diminishes the current market value title to all Parts (other than Removable Parts (as defined below)) incorporated in an item of such Engine below the current market value thereof immediately prior to such alteration, modification, removal or addition, then the Grantor shall promptly notify the Collateral Agent thereof. All Parts incorporated or installed in or attached or added to an Engine Equipment 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 Grantor pursuant to the next sentence) (the “Additional Parts”) shall, without further act, vest in the Head Lessor and become subject to the Lien of this MortgageSublease. Notwithstanding the foregoing sentence, the Grantor may, at its own expensesentence of this Section 6.3, so long as no Event of Default shall have occurred and be continuing, Sublessee may request that Continental under the MSA remove or suffer any Part (such Part being referred to be removed herein as a "Removable Part") at any Additional Part, provided that such Additional Part time during the Term if (i) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated in the Aircraft, Airframe or installed in or attached to such Engine or any Part in replacement at the time of or substitution for any such Part and delivery thereof hereunder, (ii) such Part is not required required, in Sublessor's determination, to be incorporated or installed in or attached or added to such Engine item of Equipment pursuant to the terms of Section 5.3 or 5.4 hereof or the first sentence of this paragraph Section 6.3 and (c)iii) such Part can be removed from such item of Equipment without diminishing or impairing, in Sublessor's determination, the value, utility or airworthiness which such item of Equipment would have had at such time had such alteration, modification or addition not occurred. Removable Parts may be subleased from third parties other than Sublessor. Upon the removal thereof by Sublessee (or by Continental under the MSA) of any Part as provided aboveabove provided, title thereto shall, without further act, vest in Sublessee and such Additional Part shall no longer be deemed to be subject to the Lien of this Mortgage or part of the Aircraft, Airframe or such Engine from which it was removed. Any Part not removed as above provided prior to the return of such item of Equipment to Sublessor hereunder shall remain the property of Head Lessor provided that Sublessor may require Sublessee, in connection with the return of the Aircraft pursuant to Section 12 hereof, to remove any Removable Part from the Aircraft and may be sold to restore the Aircraft to its condition prior to the addition of such Removable Part. Sublessor shall not bear any liability for any alteration, modification or otherwise disposed addition or for any grounding or suspension of by the Grantor in the ordinary course certification of its businessany item of Equipment or for loss of revenue.

Alterations, Modifications and Additions. The Grantor(a) During the Interim ---------------------------------------- Lease Term Buyer shall, at its own Buyer's sole cost and expense, will make (or cause to be made) made such alterations and modifications in and additions to each Engine the Equipment as may be required to be made from time to time so as to comply meet the standards of Transport Canada or the FAA and any other Governmental Body having jurisdiction, such requirements to include, without limitation, compliance with any lawall applicable FAA and Transport Canada airworthiness directives and mandatory service bulletins, rulethe compliance with which is required on or before the date one year after the end of the Interim Lease Term. The Buyer shall document in the Data the method and date of compliance with such requirements to the extent required for certification by Transport Canada and the FAA (with no variance, regulation extension, carry-overs or order of any Governmental Authority of any jurisdiction in which any Engine may be located; provideddeferrals). (b) In addition to its rights under Section 12.1, however, that the Grantor Buyer may, in good faithat ------------ Buyer's sole cost and expense, and by appropriate proceedings contest the validity or application of any such lawwith Seller's prior written consent, rule, regulation or order (commencement of such contest to occur within 45 days of the date on which the Grantor is required to make such alterations or modifications) in any reasonable manner which does not materially adversely affect the Collateral Agent or any Secured Party or any of their respective legal and economic interests in or to such Engine, subject any such Person to material risk of any civil or any criminal penalties, or involve any material risk of loss or forfeiture of title to any Engine. In addition, subject to the last sentence of this Section 2.02(c), the Grantor, at its own expense, may from time to time make such additional alterations and modifications in and additions to the Airframe or any Engine as the Grantor Buyer may deem desirable in the proper conduct of its business; provided, including removal of Parts which the Grantor deems to be obsolete or no longer suitable or appropriate for use on such Engine; provided however, that no such alteration, modification, removal modification or addition impairs shall diminish the value, utility or remaining useful life of the Equipment (taken as a whole) or impair the airworthiness and condition or airworthiness of such Engine, or materially diminishes the utility of such Engine below the condition, airworthiness, or utility thereof Equipment immediately prior to such alteration, modificationmodification or addition, removal or addition assuming such Engine Equipment was then of the value, utility and remaining useful life and in the airworthy and other condition required to be maintained by the terms of this Mortgage; provided further that if any such alterationAgreement. The alterations and modifications pursuant to this Section 12.3(b) shall not, modificationover --------------- time, removal or addition materially diminishes have a material adverse effect on the current market value of such Engine below the current market value thereof immediately prior Airframe or any Engine. (c) Title to such alteration, modification, removal or addition, then the Grantor shall promptly notify the Collateral Agent thereof. All all Parts incorporated or in, installed in on or attached or added to an the Airframe or any Engine as the result of such any alteration, modification or addition (except those parts which are excluded from the definition of Parts made as required or which may be removed permitted by the Grantor pursuant to the next sentence) (the “Additional Parts”) this Section 12.3 ------------ shall, without further act, vest in Seller and become subject to the Lien of this Mortgage. Notwithstanding the foregoing sentenceAgreement; provided, the Grantor mayhowever, at its own expense, that so long as no Default or Event of Default shall have occurred and be continuing, at any time during the Interim Lease Term, Buyer may remove or suffer to be removed any Additional Part, Part provided that such Additional Part (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 Engine or any Part in replacement of or substitution for any such Part and an original Part, (ii) such Part is not required to be incorporated or in, installed in on or attached or added to such the Airframe or any Engine pursuant to the first sentence terms of Sections 12.1 or 12.3(a), and ------------------------ (iii) such Part can be removed from the Airframe or such Engine without diminishing or impairing the value, utility, remaining useful life, airworthiness or condition required to be maintained by the terms of this paragraph (c)Agreement that such Airframe or Engine would have had at such time had such alteration, modification or addition not occurred. Upon the removal thereof by Buyer of any Part as provided abovepermitted by this Section 12.3, title to such Additional removed Part shall, without ------------ further act, vest in Buyer and such removed part shall no longer be deemed a "Part" of the Equipment. Any Part not recovered by Buyer as provided above before the return to be Seller of the Airframe or Engine in which such Part is incorporated or installed or to which such Part is attached shall remain the property of Seller and subject to the Lien of this Mortgage or part of such Engine from which it was removed and may be sold or otherwise disposed of by the Grantor in the ordinary course of its businessAgreement.

Alterations, Modifications and Additions. The GrantorGrantors, at its their own expense, will make (or cause to be made) such alterations and modifications in and additions to each Engine as may be required to be made from time to time so as to comply with any lawLaw, rule, regulation or order of any Governmental Authority of any jurisdiction in which any Engine may be located; provided, however, that the Grantor Grantors may, in good faith, and by appropriate proceedings contest the validity or application of any such lawLaw, rule, regulation or order (commencement of such contest to occur within 45 days of the date on which the a Grantor is required to make such alterations or modifications) in any reasonable manner which that does not materially adversely affect the Collateral Agent or any Secured Party or any of their respective legal and economic interests in or to such Engine, subject any such Person to material risk of any civil or any criminal penalties, or involve any material risk of loss or forfeiture of title to any Engine. In addition, subject to the last sentence of this Section 2.02(c2.01(g), the GrantorGrantors, at its their own expense, may from time to time lime make such alterations and modifications in and additions to any Engine as the Grantor Grantors may deem desirable in the proper conduct of its business, including removal of Parts which that the Grantor deems Grantors deem to be obsolete or no longer suitable or appropriate for use on such Engine; provided that no such alteration, modification, removal or addition impairs the condition or airworthiness of such Engine, or materially diminishes the utility of such Engine below the condition, airworthiness, or utility thereof immediately prior to such alteration, modification, removal or addition assuming such Engine was then in the condition required to be maintained by the terms of this Mortgage; provided further that if any such alteration, modification, removal or addition materially diminishes the current market value of such Engine below the current market value thereof immediately prior to such alteration, modification, removal or addition, then the Grantor Grantors shall promptly notify the Collateral Agent thereof. All Parts incorporated or installed in or attached or added to an Engine as the result of such alteration, modification or addition (except those parts which that are excluded from the definition of Parts or which that may be removed by the Grantor Grantors pursuant to the next sentence) (the “Additional Parts”) shall, without further act, become subject to the Lien of this Mortgage. Notwithstanding the foregoing sentence, the Grantor Grantors may, at its their 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 Engine or any Part in replacement of or substitution for any such Part and (ii) is not required to be incorporated or installed in or attached or added to such Engine pursuant to the first sentence of this paragraph (c). Upon the removal thereof as provided above, such Additional Part shall no longer be deemed to be subject to the Lien of this Mortgage or part of such Engine from which it was removed and may be sold or otherwise disposed of by the Grantor Grantors in the ordinary course of its business.

Alterations, Modifications and Additions. The Grantor, at its own cost and expense, will make (or shall cause to be made) such alterations and modifications in and additions to each Engine the Equipment included by Grantor in the calculation of the Borrowing Base to be made as may be required to be made from time to time so as to comply with any law, rule, regulation or order meet the standards of the FAA and of any other Governmental Authority having jurisdiction and to maintain the certificate of any jurisdiction in which any Engine may be locatedairworthiness for the Aircraft; provided, however, that the Grantor may, in good faith, and by appropriate proceedings contest the validity or application of any such law, rule, regulation or order may be contested in good faith by appropriate proceedings (commencement of such contest to occur within 45 days of the date on which the Grantor is required to make such alterations or modifications) in any reasonable manner which does not materially adversely affect the Collateral Agent or any Secured Party or any of their respective legal and economic interests in or to such Engineprovided that, subject if any such Person proceeding might reasonably be expected to material risk of any civil or any criminal penalties, result in or involve any material risk danger of the attachment, sale, forfeiture or loss of any item of Equipment, or forfeiture any interest therein (including the Lien of title to any Enginethe Agent), then the Grantor shall exclude such Equipment from the Borrowing Base). In addition, subject to the last sentence of this Section 2.02(c), the Grantor, at its own expenseno cost or expense to the Agent or the Lenders, may may, from time to time make time, cause such alterations and modifications in and additions to any Engine item of Equipment to be made as the Grantor may deem desirable desirable; provided, that each such alteration, modification and addition is readily removable from such item of Equipment which is included by Grantor in the proper conduct calculation of its businessthe Borrowing Base; and provided, including removal of Parts which the Grantor deems to be obsolete or no longer suitable or appropriate for use on such Engine; provided further that no such alteration, modification, removal modification or addition impairs shall (i) materially diminish the value, utility or condition or airworthiness of such Engine, or materially diminishes item of Equipment included by Grantor in the utility calculation of such Engine the Borrowing Base below the conditionvalue, airworthiness, utility or utility condition thereof immediately prior to such alteration, modificationmodification or addition, removal or addition assuming such Engine item of Equipment was then of the value and utility and in the condition required to be maintained by the terms of this Mortgage; provided further that if any such alterationAgreement, modificationor (ii) cause the airworthiness certification of the related Aircraft to cease to be in good standing under the Act. The Grantor’s right, removal or addition materially diminishes the current market value of such Engine below the current market value thereof immediately prior to such alteration, modification, removal or addition, then the Grantor shall promptly notify the Collateral Agent thereof. All title and interest in all Parts incorporated or installed in or attached or added to an any Airframe or Engine included by Grantor in the calculation of the Borrowing Base 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 Grantor pursuant to the next sentence) (the “Additional Parts”) shall, without further act, become be subject to the Lien of this MortgageAgreement. Notwithstanding the foregoing sentence, the Grantor may, at its own expensesentence of this Section 3.6, so long as no Event of Unmatured Default or Default shall have occurred and be continuing, the Grantor may remove or suffer to be removed any Additional Part, provided that such Additional Part if (i) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to such Engine or any Part in replacement of or substitution for any such Part and Part; (ii) such Part is not required to be incorporated or installed in or attached or added to such Engine item of Equipment pursuant to the first sentence terms of this paragraph Article 3, and (c)iii) such Part can be removed from such item of Equipment without causing any material damage thereto. Upon the removal thereof of any Part as provided aboveprovided, the Grantor’s right, title and interest in such Additional Part shall no longer be deemed to be subject to released from the Lien of this Mortgage or part of such Engine from which it was removed and may be sold or otherwise disposed of by the Grantor in the ordinary course of its businessAgreement.