Common use of Alterations, Modifications, etc Clause in Contracts

Alterations, Modifications, etc. In case the Mortgaged Property, or any item of equipment, part or appliance therein (each, a "Part") is required to be altered, added to, replaced or modified in order to comply with any Requirements of Law (a "Required Alteration") pursuant to SECTIONS 3.1 or 3.3 hereof, Borrower agrees to make such Required Alteration at its own expense. Borrower shall have the right to make any modification, alteration or improvement to the Mortgaged Property (herein referred to as a "Permitted Modification"), or to remove any Part which has become worn out, broken or obsolete, provided in each case that Borrower continues to be in compliance with SECTIONS 3.1 and 3.3 hereof and that such action will not, in Borrower's reasonable judgment, materially decrease the economic value of the Mortgaged Property or impair its originally intended use or function or decrease its economic useful life and in any event, will not decrease the Fair Market Value of the Mortgaged Property throughout the Loan Term and at the end of the Loan Term to less than 2 times the Loan Balance. In the event any Permitted Modification (i) is readily removable without impairing the value or use which the Mortgaged Property would have had at such time had such Part not been affixed or placed to or on such Mortgaged Property (a "Removable Part"), (ii) is not a Required Alteration and (iii) is not a Part which replaces any Part originally incorporated or installed in or attached to such Mortgaged Property on the date on which such Mortgaged Property became subject to the Deed of Trust, or any Part in replacement of or substitution for any such original Part (each an "Original Part"), any such Permitted Modification, if no Event of Default is Giant Yorktown, Inc. Loan Agreement continuing, shall be and remain the property of Borrower that is not subject to the Lien of the Deed of Trust and may be removed by Borrower (a "Borrower Part"). To the extent such Permitted Modification is not a Removable Part, or is a Required Alteration or an Original Part, and, to the extent a Removable Part is not the property of Borrower that is not subject to the Lien of the Deed of Trust because of the continuance of an Event of Default, the same shall immediately and automatically be and become subject to the Lien of the Deed of Trust. Any Required Alterations, and any Parts installed or replacements made by Borrower upon any Mortgaged Property pursuant to its obligation to maintain and keep the Mortgaged Property in good order, operating condition and repair under SECTION 3.3 (collectively, "Replacement Parts") and all other Parts which become the property of Borrower shall be considered, in each case, accessions to such Mortgaged Property and a security interest therein shall be immediately and automatically vested in Collateral Agent for the benefit of the Lenders. All Replacement Parts shall be free and clear of all Liens (other than Permitted Encumbrances) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts and the Mortgaged Property were immediately prior to such replacement or the event or events necessitating such replacement in the condition and repair required to be maintained by the terms hereof. Any Part at any time removed from any of the Mortgaged Property shall remain subject to the interests of Collateral Agent and the Lenders under the Operative Documents, no matter where located, until such time as such Part shall be replaced by a Part which has been incorporated or installed in or attached to such Mortgaged Property and which meets the requirements for a Replacement Part specified above. No later than 45 days after the end of each fiscal quarter of Borrower, Borrower shall deliver to Collateral Agent for the benefit of the Lenders, a document evidencing the grant by Borrower of a security interest in such Replacement Part to Collateral Agent for the benefit of the Lenders (a "Conveyance Document"), of each Replacement Part not previously evidenced by a Conveyance Document and such other documents in respect of such Part or Parts and to the extent, as Collateral Agent may reasonably request in order to confirm that a security interest to such Part or Parts has passed to Collateral Agent for the benefit of the Lenders, as hereinabove provided. Any such Replacement Part, regardless of whether evidenced by a Conveyance Document, shall become subject to Deed of Trust and shall be deemed part of the Mortgaged Property, for all purposes thereof to the same extent as the Parts originally incorporated or installed in the Mortgaged Property, and a security interest to such Replacement Part shall thereupon vest in the Collateral Agent. All replacements pursuant to this SECTION 3.4 shall be purchased by Borrower with its own funds. There shall be no obligation on the part of any Lender to pay for or otherwise finance any such replacement.

Alterations, Modifications, etc. In case the Mortgaged PropertyBorrower Collateral, or any item of equipment, part or appliance therein (each, a "Part") is required to be altered, added to, replaced or modified in order to comply with any Requirements of Law (a "Required Alteration") pursuant to SECTIONS 3.1 Section 4.1 or 3.3 4.3 hereof, the Borrower agrees to make such Required Alteration at its own expense. The Borrower shall have the right to make any modification, alteration or improvement to the Mortgaged Property Borrower Collateral (herein referred to as a "Permitted Modification"), or to remove any Part which has become worn out, broken or obsolete, provided in each case that the Borrower continues to be in compliance with SECTIONS 3.1 Sections 4.1 and 3.3 4.3 hereof and that such action will not, in Borrower's reasonable judgment, not materially decrease the economic value of the Mortgaged Property Borrower Collateral or impair its originally intended use or function or decrease its economic useful life and in any event, will not decrease the Fair Market Value of the Mortgaged Property Borrower Collateral throughout the Loan Term and at the end of the Loan Term to less than 2 times the Loan BalanceTerm. In the event any Permitted Modification (i) is readily removable without impairing the value or use which the Mortgaged Property Borrower Collateral would have had at such time had such Part not been affixed or placed to or on such Mortgaged Property Borrower Collateral (a "Removable Part"), (ii) is not a Required Alteration and (iii) is not a Part which replaces any Part originally incorporated or installed in or attached to such Mortgaged Property Borrower Collateral on the date on which such Mortgaged Property Borrower Collateral became subject to the Deed of Trustthis Security Agreement, or any Part in replacement of or substitution for any such original Part (each an "Original Part"), any such Permitted Modification, if no Security Agreement Event of Default is Giant Yorktown, Inc. Loan Agreement continuing, shall be and remain the property of the Borrower that is not subject to the Lien of the Deed of Trust this Security Agreement and may be removed by the Borrower (a "Borrower Part"). To the extent such Permitted Modification is not a Removable Part, or is a Required Alteration or an Original Part, and, to the extent a Removable Part is not the property of the Borrower that is not subject to the Lien of the Deed of Trust this Security Agreement because of the continuance of an a Security Agreement Event of Default, the same shall immediately and automatically be and become subject to the Lien of the Deed of Trustthis Security Agreement. Any Required Alterations, and any Parts installed or replacements made by the Borrower upon any Mortgaged Property Borrower Collateral pursuant to its obligation to maintain and keep the Mortgaged Property Borrower Collateral in good order, operating condition and repair under SECTION 3.3 Section 4.3 (collectively, "Replacement Parts") and all other Parts which become the property of the Borrower shall be considered, in each case, accessions to such Mortgaged Property Borrower Collateral and a security interest therein shall be immediately and automatically vested in Collateral Agent for the benefit of the Lenders. All Replacement Parts shall be free and clear of all Liens (other than Permitted EncumbrancesLiens) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts and the Mortgaged Property Borrower Collateral were immediately prior to such replacement or the event or events necessitating such replacement in the condition and repair required to be maintained by the terms hereof. Any Part at any time removed from any of the Mortgaged Property Borrower Collateral shall remain subject to the interests of Collateral Agent and the Lenders under the Operative Loan Documents, no matter where located, until such time as such Part shall be replaced by a Part which has been incorporated or installed in or attached to such Mortgaged Property Borrower Collateral and which meets the requirements for a Replacement Part specified above. No later than 45 30 days after the end of each fiscal quarter of the Borrower, the Borrower shall deliver to Collateral Agent for the benefit of the Lenders, a document Borrower Security Agreement Supplement evidencing the grant by the Borrower of a security interest in such Replacement Part to Collateral Agent for the benefit of the Lenders (a "Conveyance Document")Lenders, of for each Replacement Part not previously evidenced by a Conveyance Document Borrower Security Agreement Supplement and such other documents in respect of such Part or Parts and to the extent, as Collateral Agent may reasonably request in order to confirm that a security interest to such Part or Parts has passed to Collateral Agent for the benefit of the Lenders, as hereinabove provided. Any such Replacement Part, regardless of whether evidenced by a Conveyance DocumentBorrower Security Agreement Supplement, shall become subject to Deed of Trust this Security Agreement and shall be deemed part of the Mortgaged PropertyBorrower Collateral, for all purposes thereof to the same extent as the Parts originally incorporated or installed in the Mortgaged PropertyBorrower Collateral, and a security interest to such Replacement Part shall thereupon vest in the Collateral Agent. All replacements pursuant to this SECTION 3.4 Section 4.4 shall be purchased by the Borrower with its own funds. There shall be no obligation on the part of any Lender to pay for or otherwise finance any such replacement.

Alterations, Modifications, etc. In case the Mortgaged Propertyany Unit, or any item of equipment, part or appliance therein (each, a "Part") is required to be altered, added to, replaced or modified in order to comply with any Requirements of Law Applicable Laws and Regulations (a "Required Alteration") pursuant to SECTIONS 3.1 Sections 5.1 or 3.3 5.3 hereof, Borrower the Lessee of such Unit agrees to make such Required Alteration at its own expense. Borrower The Lessee of any Unit shall have the right to make any modification, alteration or improvement to the Mortgaged Property such Unit (herein referred to as a "Permitted Modification"), or to remove any Part which has become worn out, broken or obsolete, provided in each case that Borrower such Lessee continues to be in compliance with SECTIONS 3.1 Sections 5.1 and 3.3 5.3 hereof and that such action (a) will not, in Borrower's reasonable judgment, materially not decrease the economic value of the Mortgaged Property applicable Unit or impair its originally intended use or function or decrease its economic useful life and in any event, (b) will not decrease cause such Unit to become suitable for use only by such Lessee or only in the Fair Market Value of the Mortgaged Property throughout the Loan Term and at the end of the Loan Term to less than 2 times the Loan Balancebusiness in which such Lessee is engaged. In the event any Permitted Modification (i) is readily removable without impairing the value or use which the Mortgaged Property Unit would have had at such time had such Part not been affixed or placed to or on such Mortgaged Property Unit (a "Removable Part"), (ii) is not a Required Alteration and (iii) is not a Part which replaces any Part originally incorporated or installed in or attached to such Mortgaged Property Unit on the date on which such Mortgaged Property Unit became subject to the Deed of Trustthis Lease, or any Part in replacement of or substitution for any such original Part (each an "Original Part"), any such Permitted Modification, if no Event of Default is Giant Yorktown, Inc. Loan Agreement continuing, shall be and remain the property of Borrower that is not subject to the Lien Lessee of the Deed of Trust and may be removed by Borrower (a "Borrower Part")such Unit. To the extent such Permitted Modification is not a Removable Part, or is a Required Alteration or an Original Part, and, to the extent a Removable Part is not the property of Borrower that is not subject to the Lien Lessee of the Deed of Trust any Unit because of the continuance of an Event of Default, the same shall immediately and automatically be and become the property of Lessor, for the benefit of Certificate Purchasers, and subject to the Lien terms of the Deed of Trustthis Lease. Any Required Alterations, and any Parts installed or replacements made by Borrower any Lessee upon any Mortgaged Property Unit pursuant to its obligation to maintain and keep the Mortgaged Property Units in good order, operating condition and repair under SECTION 3.3 Section 5.3 (collectively, "Replacement Parts") and all other Parts which become the property of Borrower Lessor shall be considered, in each case, accessions to such Mortgaged Property Unit and a title thereto or security interest therein shall be immediately and automatically vested in Collateral Agent Lessor, for the benefit of the LendersCertificate Purchasers. All Replacement Parts shall be free and clear of all Liens (other than Permitted EncumbrancesLiens) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts and the Mortgaged Property relevant Units were immediately prior to such replacement or the event or events necessitating such replacement in the condition and repair required to be maintained by the terms hereof. Any Part at any time removed from any of the Mortgaged Property Unit shall remain subject to the interests of Collateral Agent Lessor and the Lenders Certificate Purchasers under the Operative Documents, no matter where located, until such time as such Part shall be replaced by a Part which has been incorporated or installed in or attached to such Mortgaged Property Unit and which meets the requirements for a Replacement Part specified above. No later than 45 days after the end of each fiscal quarter of Borrowerany Lessee, Borrower such Lessee shall deliver to Collateral Agent Lessor, for the benefit of the LendersCertificate Purchasers, a document Xxxx of Sale evidencing the grant conveyance by Borrower of a security interest in such Replacement Part Lessee to Collateral Agent Lessor, for the benefit of the Lenders (a "Conveyance Document")Certificate Purchasers, of each Replacement Part not previously evidenced by a Conveyance Document Xxxx of Sale (provided that any Replacement Part with a Fair Market Value of less than $250,000 need not be specifically described in such Xxxx of Sale) and such other documents in respect of such Part or Parts and to the extent, as Collateral Agent Lessor may reasonably request in order to confirm that a security interest title to such Part or Parts has passed to Collateral Agent Lessor, for the benefit of the LendersCertificate Purchasers, as hereinabove provided. Any such Replacement Part, regardless of whether evidenced by a Conveyance DocumentXxxx of Sale, shall become subject to Deed of Trust this Lease and shall be deemed part of the Mortgaged Propertysuch Unit, for all purposes thereof hereof to the same extent as the Parts originally incorporated or installed in the Mortgaged Propertysuch Unit, and a security interest title to such Replacement Part shall thereupon vest in the Collateral AgentLessor. All replacements pursuant to this SECTION 3.4 Section 5.4 shall be purchased by Borrower Lessees with its their own funds. There shall be no obligation on the part of Lessor or any Lender Certificate Purchaser to pay for or otherwise finance any such replacement.

Alterations, Modifications, etc. In case the Mortgaged PropertyBorrower Collateral, or any item of equipment, part or appliance therein (each, a "Part") is required to be altered, added to, replaced or modified in order to comply with any Requirements of Law (a "Required Alteration") pursuant to SECTIONS 3.1 Section 4.1 or 3.3 4.3 hereof, the Borrower agrees to make such Required Alteration at its own expense. The Borrower shall have the right to make any modification, alteration or improvement to the Mortgaged Property Borrower Collateral (herein referred to as a "Permitted Modification"), or to remove any Part which has become worn out, broken or obsolete, provided in each case that the Borrower continues to be in compliance with SECTIONS 3.1 Sections 4.1 and 3.3 4.3 hereof and that such action will not, in the Borrower's reasonable judgment, materially decrease the economic value of the Mortgaged Property Borrower Collateral or impair its originally intended use or function or decrease its economic useful life and in any event, will not decrease the Fair Market Value of the Mortgaged Property Borrower Collateral throughout the Loan Term and at the end of the Loan Term to less than 2 times the Loan BalanceTerm. In the event any Permitted Modification (i) is readily removable without impairing the value or use which the Mortgaged Property Borrower Collateral would have had at such time had such Part not been affixed or placed to or on such Mortgaged Property Borrower Collateral (a "Removable Part"), (ii) is not a Required Alteration and (iii) is not a Part which replaces any Part originally incorporated or installed in or attached to such Mortgaged Property Borrower Collateral on the date on which such Mortgaged Property Borrower Collateral became subject to the Deed of Trustthis Security Agreement, or any Part in replacement of or substitution for any such original Part (each an "Original Part"), any such Permitted Modification, if no Security Agreement Event of Default is Giant Yorktown, Inc. Loan Agreement continuing, shall be and remain the property of the Borrower that is not subject to the Lien of the Deed of Trust this Security Agreement and may be removed by the Borrower (a "Borrower Part"). To the extent such Permitted Modification is not a Removable Part, or is a Required Alteration or an Original Part, and, to the extent a Removable Part is not the property of the Borrower that is not subject to the Lien of the Deed of Trust this Security Agreement because of the continuance of an a Security Agreement Event of Default, the same shall immediately and automatically be and become subject to the Lien of the Deed of Trustthis Security Agreement. Any Required Alterations, and any Parts installed or replacements made by the Borrower upon any Mortgaged Property Borrower Collateral pursuant to its obligation to maintain and keep the Mortgaged Property Borrower Collateral in good order, operating condition and repair under SECTION 3.3 Section 4.3 (collectively, "Replacement Parts") and all other Parts which become the property of the Borrower shall be considered, in each case, accessions to such Mortgaged Property Borrower Collateral and a security interest therein shall be immediately and automatically vested in Collateral Agent for the benefit of the Lenders. All Replacement Parts shall be free and clear of all Liens (other than Permitted EncumbrancesLiens) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts and the Mortgaged Property Borrower Collateral were immediately prior to such replacement or the event or events necessitating such replacement in the condition and repair required to be maintained by the terms hereof. Any Part at any time removed from any of the Mortgaged Property Borrower Collateral shall remain subject to the interests of Collateral Agent and the Lenders under the Operative Loan Documents, no matter where located, until such time as such Part shall be replaced by a Part which has been incorporated or installed in or attached to such Mortgaged Property Borrower Collateral and which meets the requirements for a Replacement Part specified above. No later than 45 30 days after the end of each fiscal quarter of the Borrower, the Borrower shall deliver to Collateral Agent for the benefit of the Lenders, a document Borrower Security Agreement Supplement evidencing the grant by the Borrower of a security interest in such Replacement Part to Collateral Agent for the benefit of the Lenders (a "Conveyance Document")Lenders, of for each Replacement Part not previously evidenced by a Conveyance Document Borrower Security Agreement Supplement and such other documents in respect of such Part or Parts and to the extent, as Collateral Agent may reasonably request in order to confirm that a security interest to such Part or Parts has passed to Collateral Agent for the benefit of the Lenders, as hereinabove provided. Any such Replacement Part, regardless of whether evidenced by a Conveyance DocumentBorrower Security Agreement Supplement, shall become subject to Deed of Trust this Security Agreement and shall be deemed part of the Mortgaged PropertyBorrower Collateral, for all purposes thereof to the same extent as the Parts originally incorporated or installed in the Mortgaged PropertyBorrower Collateral, and a security interest to such Replacement Part shall thereupon vest in the Collateral Agent. All replacements pursuant to this SECTION 3.4 Section 4.4 shall be purchased by the Borrower with its own funds. There shall be no obligation on the part of any Lender to pay for or otherwise finance any such replacement.

Alterations, Modifications, etc. In case the Mortgaged PropertyAircraft, or any item of equipment, part or appliance therein (each, a an "Aircraft Part") is required to be altered, added to, replaced or modified in order to comply with any Requirements of Law (a "Required Aircraft Alteration") pursuant to SECTIONS 3.1 Sections 4.1 or 3.3 4.3 hereof, Borrower agrees the Owner and World Travel agree to make or cause to be made such Required Aircraft Alteration at its own expense. Borrower The Owner and World Travel shall have the right to make any modification, alteration or improvement to the Mortgaged Property Aircraft (herein referred to as a "Permitted Aircraft Modification"), or to remove any Aircraft Part which has become worn out, broken or obsolete, provided in each case that Borrower continues the Owner and World Travel continue to be in compliance with SECTIONS 3.1 Sections 4.1 and 3.3 4.3 hereof and that such action will not, in Borrower's reasonable judgment, not materially decrease the economic value of the Mortgaged Property Aircraft or impair its originally intended use or function or decrease its economic useful life and in any event, will not decrease the Fair Market Value of the Mortgaged Property Aircraft throughout the Loan Term and at the end of the Loan Term to less than 2 times the Loan BalanceTerm. In the event any Permitted Aircraft Modification (i) is readily removable without impairing the value or use which the Mortgaged Property Aircraft would have had at such time had such Aircraft Part not been affixed or placed to or on such Mortgaged Property the Aircraft (a "Removable Aircraft Part"), (ii) is not a Required Aircraft Alteration and (iii) is not a an Aircraft Part which replaces any Aircraft Part originally incorporated or installed in or attached to such Mortgaged Property Aircraft Collateral on the date on which such Mortgaged Property Aircraft Collateral became subject to the Deed of Trustthis Security Agreement, or any Aircraft Part in replacement of or substitution for any such original Part (each an "Original Aircraft Part"), any such Permitted Aircraft Modification, if no Aircraft Event of Default is Giant Yorktown, Inc. Loan Agreement continuing, shall be and remain the property of Borrower the Owner that is not subject to the Lien of the Deed of Trust this Security Agreement and may be removed by Borrower the Owner (a "Borrower World Aircraft Part"). To the extent such Permitted Aircraft Modification is not a Removable Aircraft Part, or is a Required Aircraft Alteration or an Original Aircraft Part, and, to the extent a Removable Aircraft Part is not the property of Borrower the Owner that is not subject to the Lien of the Deed of Trust this Security Agreement because of the continuance of an Aircraft Event of Default, the same shall immediately and automatically be and become subject to the Lien of the Deed of Trustthis Security Agreement. Any Required Aircraft Alterations, and any Aircraft Parts installed or replacements made by Borrower the Owner upon any Mortgaged Property Aircraft Collateral pursuant to its obligation to maintain and keep the Mortgaged Property Aircraft Collateral in good order, operating condition and repair under SECTION 3.3 Section 4.3 (collectively, "Replacement Aircraft Parts") and all other Parts which become the property of Borrower the Owner shall be considered, in each case, accessions to such Mortgaged Property Aircraft Collateral and a security interest therein shall be immediately and automatically vested in Collateral Agent for the benefit of the LendersCompany. All Replacement Aircraft Parts shall be free and clear of all Liens (other than Permitted EncumbrancesLiens) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Aircraft Parts replaced, assuming such replaced Aircraft Parts and the Mortgaged Property Aircraft Collateral were immediately prior to such replacement or the event or events necessitating such replacement in the condition and repair required to be maintained by the terms hereof. Any Aircraft Part at any time removed from any of the Mortgaged Property Aircraft Collateral shall remain subject to the interests of Collateral Agent and the Lenders Company under the Operative Loan Documents, no matter where located, until such time as such Aircraft Part shall be replaced by a an Aircraft Part which has been incorporated or installed in or attached to such Mortgaged Property the Aircraft and which meets the requirements for a Replacement Aircraft Part specified above. No later than 45 days after the end of each fiscal quarter of BorrowerWorld Travel, Borrower World Travel shall deliver to Collateral Agent for the benefit of the LendersCompany, a document an Aircraft Security Agreement Supplement evidencing the grant by Borrower the Owner and World Travel of a security interest in such Replacement Aircraft Part to Collateral Agent Company, for the benefit of the Lenders (a "Conveyance Document"), of each Replacement Aircraft Part not previously evidenced by a Conveyance Document an Aircraft Security Agreement Supplement and such other documents in respect of such Aircraft Part or Aircraft Parts and to the extent, as Collateral Agent Company may reasonably request in order to confirm that a security interest to such Aircraft Part or Aircraft Parts has passed to Collateral Agent for the benefit of the Lenders, Company as hereinabove provided. Any such Replacement Aircraft Part, regardless of whether evidenced by a Conveyance Documentan Aircraft Security Agreement Supplement, shall become subject to Deed of Trust this Security Agreement and shall be deemed part of the Mortgaged PropertyAircraft Collateral, for all purposes thereof hereof to the same extent as the Aircraft Parts originally incorporated or installed in the Mortgaged PropertyAircraft, and a security interest to such Replacement Aircraft Part shall thereupon vest in the Collateral AgentCompany. All replacements pursuant to this SECTION 3.4 Section 4.4 shall be purchased by Borrower the Owner or World Travel with its own funds. There shall be no obligation on the part of any Lender the Company to pay for or otherwise finance any such replacement.

Alterations, Modifications, etc. In case the Mortgaged PropertyAircraft, or any item of equipment, part or appliance therein (each, a an "Aircraft Part") is required to be altered, added to, replaced or modified in order to comply with any Requirements of Law (a "Required Aircraft Alteration") pursuant to SECTIONS 3.1 Sections 4.1 or 3.3 4.3 hereof, Borrower agrees the Owner and World Travel agree to make such Required Aircraft Alteration at its own expense. Borrower The Owner and World Travel shall have the right to make any modification, alteration or improvement to the Mortgaged Property Aircraft (herein referred to as a "Permitted Aircraft Modification"), or to remove any Aircraft Part which has become worn out, broken or obsolete, provided in each case that Borrower continues the Owner and World Travel continue to be in compliance with SECTIONS 3.1 Sections 4.1 and 3.3 4.3 hereof and that such action will not, in Borrowerthe Owner's reasonable judgment, materially decrease the economic value of the Mortgaged Property Aircraft or impair its originally intended use or function or decrease its economic useful life and in any event, will not decrease the Fair Market Value of the Mortgaged Property Aircraft throughout the Loan Term and at the end of the Loan Term to less than 2 times the Loan BalanceTerm. In the event any Permitted Aircraft Modification (i) is readily removable without impairing the value or use which the Mortgaged Property Aircraft would have had at such time had such Aircraft Part not been affixed or placed to or on such Mortgaged Property the Aircraft (a "Removable Aircraft Part"), (ii) is not a Required Aircraft Alteration and (iii) is not a an Aircraft Part which replaces any Aircraft Part originally incorporated or installed in or attached to such Mortgaged Property Aircraft Collateral on the date on which such Mortgaged Property Aircraft Collateral became subject to the Deed of Trustthis Security Agreement, or any Aircraft Part in replacement of or substitution for any such original Part (each an "Original Aircraft Part"), any such Permitted Aircraft Modification, if no Aircraft Event of Default is Giant Yorktown, Inc. Loan Agreement continuing, shall be and remain the property of Borrower the Owner that is not subject to the Lien of the Deed of Trust this Security Agreement and may be removed by Borrower the Owner (a "Borrower World Aircraft Part"). To the extent such Permitted Aircraft Modification is not a Removable Aircraft Part, or is a Required Aircraft Alteration or an Original Aircraft Part, and, to the extent a Removable Aircraft Part is not the property of Borrower the Owner that is not subject to the Lien of the Deed of Trust this Security Agreement because of the continuance of an Aircraft Event of Default, the same shall immediately and automatically be and become subject to the Lien of the Deed of Trustthis Security Agreement. Any Required Aircraft Alterations, and any Aircraft Parts installed or replacements made by Borrower the Owner upon any Mortgaged Property Aircraft Collateral pursuant to its obligation to maintain and keep the Mortgaged Property Aircraft Collateral in good order, operating condition and repair under SECTION 3.3 Section 4.3 (collectively, "Replacement Aircraft Parts") and all other Parts which become the property of Borrower the Owner shall be considered, in each case, accessions to such Mortgaged Property Aircraft Collateral and a security interest therein shall be immediately and automatically vested in Collateral Agent for the benefit of the LendersCompany. All Replacement Aircraft Parts shall be free and clear of all Liens (other than Permitted EncumbrancesLiens) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Aircraft Parts replaced, assuming such replaced Aircraft Parts and the Mortgaged Property Aircraft Collateral were immediately prior to such replacement or the event or events necessitating such replacement in the condition and repair required to be maintained by the terms hereof. Any Aircraft Part at any time removed from any of the Mortgaged Property Aircraft Collateral shall remain subject to the interests of Collateral Agent and the Lenders Company under the Operative Loan Documents, no matter where located, until such time as such Aircraft Part shall be replaced by a an Aircraft Part which has been incorporated or installed in or attached to such Mortgaged Property the Aircraft and which meets the requirements for a Replacement Aircraft Part specified above. No later than 45 days after the end of each fiscal quarter of BorrowerWorld Travel, Borrower the Owner and World Travel shall deliver to Collateral Agent for the benefit of the LendersCompany, a document an Aircraft Security Agreement Supplement evidencing the grant by Borrower the Owner and World Travel of a security interest in such Replacement Aircraft Part to Collateral Agent Company, for the benefit of the Lenders (a "Conveyance Document"), of each Replacement Aircraft Part not previously evidenced by a Conveyance Document an Aircraft Security Agreement Supplement and such other documents in respect of such Aircraft Part or Aircraft Parts and to the extent, as Collateral Agent Company may reasonably request in order to confirm that a security interest to such Aircraft Part or Aircraft Parts has passed to Collateral Agent for the benefit of the Lenders, Company as hereinabove provided. Any such Replacement Aircraft Part, regardless of whether evidenced by a Conveyance Documentan Aircraft Security Agreement Supplement, shall become subject to Deed of Trust this Security Agreement and shall be deemed part of the Mortgaged PropertyAircraft Collateral, for all purposes thereof hereof to the same extent as the Aircraft Parts originally incorporated or installed in the Mortgaged PropertyAircraft, and a security interest to such Replacement Aircraft Part shall thereupon vest in the Collateral AgentCompany. All replacements pursuant to this SECTION 3.4 Section 4.4 shall be purchased by Borrower the Owner or World Travel with its own funds. There shall be no obligation on the part of any Lender the Company to pay for or otherwise finance any such replacement.

Alterations, Modifications, etc. In case the Mortgaged Property, any Unit or any item of equipment, part or appliance therein -------------------------------- material component thereof (eacheach component, a "Part") ), is required to be ---- altered, added to, replaced or modified in order to comply with any Applicable Laws or to comply with Sections 5.1 or 5.3 hereof (a "Required Alteration"), ------------ --- ------------------- Lessee shall make such Required Alteration at its own expense. In addition, in case any portion of a Unit or Part is required to be altered, added to, replaced or modified in order to comply with any Requirements of Law (Applicable Laws or to comply with Sections 5.1 or 5.3 hereof, but such alteration, addition, replacement or ------------ --- modification does not constitute a "Required Alteration") pursuant to SECTIONS 3.1 or 3.3 hereof, Borrower agrees to Lessee shall make such Required Alteration alteration, addition, replacement or modification at its own expense, without, however, being required to provide a certificate pursuant to the third to last sentence of this Section 5.4. Borrower Lessee shall have the right to make any ----------- modification, alteration or improvement to the Mortgaged Property any Part (herein referred to as a "Permitted Modification"), or to remove any Part which has become worn out, broken or obsolete, provided in each case that Borrower continues to be in compliance with SECTIONS 3.1 and 3.3 hereof and that such action will not, in Borrower's reasonable judgment, materially decrease the economic value of the Mortgaged Property or impair its originally intended use or function or decrease its economic useful life and in any event, will not decrease the Fair Market Value of the Mortgaged Property throughout the Loan Term and at the end of the Loan Term to less than 2 times the Loan Balance. In the event any Permitted Modification (i) is readily removable without impairing the value or use which the Mortgaged Property would have had at such time had such Part not been affixed or placed to or on such Mortgaged Property (a "Removable Part"), (ii) is not a Required Alteration and (iii) is not a Part which replaces any Part originally incorporated or installed in or attached to such Mortgaged Property on the date on which such Mortgaged Property became subject to the Deed of Trust, or any Part in replacement of or substitution for any such original Part (each an "Original Part"), any such Permitted Modification, if no Event of Default is Giant Yorktown, Inc. Loan Agreement continuing, shall be and remain the property of Borrower that is not subject to the Lien of the Deed of Trust and may be removed by Borrower (a "Borrower Part"). To the extent such Permitted Modification is not a Removable Part, or is a Required Alteration or an Original Part, and, to the extent a Removable Part is not the property of Borrower that is not subject to the Lien of the Deed of Trust because of the continuance of an Event of Default, the same shall immediately and automatically be and become subject to the Lien of the Deed of Trust. Any Required Alterations, and any Parts installed or replacements ----------------------- -------- made by Borrower Lessee upon any Mortgaged Property pursuant to its obligation to maintain and keep the Mortgaged Property in good orderUnit (including, operating condition and repair under SECTION 3.3 (collectivelywithout limitation, "Replacement Parts"Permitted Modifications) and all other Parts which become the property of Borrower shall be considered, in each case, considered accessions to such Mortgaged Property Unit and a security interest therein shall be immediately and automatically vested in Collateral Agent Agent, for the benefit of the LendersLessors. All Replacement replacement Parts shall be free and clear of all Liens (other than Permitted EncumbrancesLiens) and shall be in as good an operating condition as, and shall have a value value, utility and utility remaining economic useful life at least equal to, the Parts replaced, assuming such replaced Parts and the Mortgaged Property relevant Collateral were immediately prior to such replacement or the event or events necessitating such replacement in the condition and repair required to be maintained by the terms hereof. Notwithstanding any other restriction in this Lease, Lessee may remove any Part from any Site for purposes of making a Required Alteration or a Permitted Modification, provided that Lessee shall use -------- all commercial diligence in making such Required Alterations or Permitted Modifications and effect the prompt return of the Part to the Site, and Lessee shall take all necessary steps to ensure that the Unit from which such Part was removed will be able to be operated as contemplated by this Lease during the period of time during which such Part is not at the Site. Any Part at any time removed from any of the Mortgaged Property Unit shall remain subject to the interests of Collateral Agent and the Lenders Lessors under the Operative Documents, no matter where located, until such time as such Part shall be replaced by a Part which has been incorporated or installed in or attached to such Mortgaged Property Unit and which meets the requirements for a Replacement replacement Part specified above. No later than 45 days after the end of each fiscal quarter of BorrowerLessee in which Lessee makes a Required Alteration or a Permitted Modification, Borrower Lessee shall deliver to Collateral Agent Agent, for the benefit of the LendersLessors, a document certificate evidencing the grant granting by Borrower Lessee to Agent, for the benefit of Lessors, of a security interest in such Replacement Part to Collateral Agent for the benefit of the Lenders (a "Conveyance Document"), of each Replacement Part all replacement Parts not previously evidenced by a Conveyance Document subjected to this Lease and such other documents (including UCC-1's) in respect of such Part or Parts and to as the extent, as Collateral Agent Required Lessors may reasonably request in order to confirm that a security interest to in such Part or Parts has passed to Collateral Agent Agent, for the benefit of the LendersLessors, as hereinabove provided. Any such Replacement Part, regardless of whether evidenced by a Conveyance Document, shall become subject to Deed of Trust and shall be deemed part of the Mortgaged Property, for all purposes thereof to the same extent as the Parts originally incorporated or installed in the Mortgaged Property, and a security interest to such Replacement Part shall thereupon vest in the Collateral Agent. All replacements pursuant to this SECTION 3.4 Section 5.4 ----------- shall be purchased by Borrower Lessee with its own funds. There shall be no obligation on the part of the Agent or any Lender Lessor to pay for or otherwise finance any such replacement.