Common use of Alterations, Modifications, etc Clause in Contracts

Alterations, Modifications, etc. In case any 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 Applicable Laws and Regulations (a "Required Alteration") pursuant to Sections 5.1 or 5.3 hereof, the Lessee of such Unit agrees to make such Required Alteration at its own expense. The Lessee of any Unit shall have the right to make any modification, alteration or improvement to 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 such Lessee continues to be in compliance with Sections 5.1 and 5.3 hereof and that such action (a) will not decrease the economic value of the applicable Unit or impair its originally intended use or function or decrease its economic useful life and (b) will not cause such Unit to become suitable for use only by such Lessee or only in the business in which such Lessee is engaged. In the event any Permitted Modification (i) is readily removable without impairing the value or use which the Unit would have had at such time had such Part not been affixed or placed to or on such 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 Unit on the date on which such Unit became subject to this 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 continuing, shall be and remain the property of the Lessee of 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 the Lessee of 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 terms of this Lease. Any Required Alterations, and any Parts installed or replacements made by any Lessee upon any Unit pursuant to its obligation to maintain and keep the Units in good order, operating condition and repair under Section 5.3 (collectively, "Replacement Parts") and all other Parts which become the property of Lessor shall be considered, in each case, accessions to such Unit and title thereto or security interest therein shall be immediately and automatically vested in Lessor, for the benefit of Certificate Purchasers. All Replacement Parts shall be free and clear of all Liens (other than Permitted Liens) 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 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 Unit shall remain subject to the interests of Lessor and 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 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 any Lessee, such Lessee shall deliver to Lessor, for the benefit of Certificate Purchasers, a Xxxx of Sale evidencing the conveyance by such Lessee to Lessor, for the benefit of Certificate Purchasers, of each Replacement Part not previously evidenced by a 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 as Lessor may reasonably request in order to confirm that title to such Part or Parts has passed to Lessor, for the benefit of Certificate Purchasers, as hereinabove provided. Any such Replacement Part, regardless of whether evidenced by a Xxxx of Sale, shall become subject to this Lease and shall be deemed part of such Unit, for all purposes hereof to the same extent as the Parts originally incorporated or installed in such Unit, and title to such Replacement Part shall thereupon vest in Lessor. All replacements pursuant to this Section 5.4 shall be purchased by Lessees with their own funds. There shall be no obligation on the part of Lessor or any Certificate Purchaser to pay for or otherwise finance any such replacement.

Alterations, Modifications, etc. In case any Unitthe 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 Applicable Laws and Regulations Requirements of Law (a "Required Alteration") pursuant to Sections 5.1 SECTIONS 3.1 or 5.3 3.3 hereof, the Lessee of such Unit Borrower agrees to make such Required Alteration at its own expense. The Lessee of any Unit Borrower shall have the right to make any modification, alteration or improvement to such Unit 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 such Lessee Borrower continues to be in compliance with Sections 5.1 SECTIONS 3.1 and 5.3 3.3 hereof and that such action (a) will not not, in Borrower's reasonable judgment, materially decrease the economic value of the applicable Unit Mortgaged Property or impair its originally intended use or function or decrease its economic useful life and (b) in any event, will not cause such Unit decrease the Fair Market Value of the Mortgaged Property throughout the Loan Term and at the end of the Loan Term to become suitable for use only by such Lessee or only in less than 2 times the business in which such Lessee is engagedLoan Balance. In the event any Permitted Modification (i) is readily removable without impairing the value or use which the Unit Mortgaged Property would have had at such time had such Part not been affixed or placed to or on such Unit 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 Unit Mortgaged Property on the date on which such Unit Mortgaged Property became subject to this Leasethe 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 Lessee Lien of such Unitthe 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 Lessee Lien of any Unit the Deed of Trust 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 terms Lien of this Leasethe Deed of Trust. Any Required Alterations, and any Parts installed or replacements made by any Lessee Borrower upon any Unit Mortgaged Property pursuant to its obligation to maintain and keep the Units Mortgaged Property in good order, operating condition and repair under Section 5.3 SECTION 3.3 (collectively, "Replacement Parts") and all other Parts which become the property of Lessor Borrower shall be considered, in each case, accessions to such Unit Mortgaged Property and title thereto or a security interest therein shall be immediately and automatically vested in Lessor, Collateral Agent for the benefit of Certificate Purchasersthe Lenders. All Replacement Parts shall be free and clear of all Liens (other than Permitted LiensEncumbrances) 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 relevant Units 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 Unit of the Mortgaged Property shall remain subject to the interests of Lessor Collateral Agent and Certificate Purchasers 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 Unit 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 any LesseeBorrower, such Lessee Borrower shall deliver to Lessor, Collateral Agent for the benefit of Certificate Purchasersthe Lenders, a Xxxx of Sale document evidencing the conveyance grant by Borrower of a security interest in such Lessee Replacement Part to Lessor, Collateral Agent for the benefit of Certificate Purchasersthe Lenders (a "Conveyance Document"), of each Replacement Part not previously evidenced by a 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) Conveyance Document and such other documents in respect of such Part or Parts and to the extent, as Lessor Collateral Agent may reasonably request in order to confirm that title a security interest to such Part or Parts has passed to Lessor, Collateral Agent for the benefit of Certificate Purchasersthe Lenders, as hereinabove provided. Any such Replacement Part, regardless of whether evidenced by a Xxxx of SaleConveyance Document, shall become subject to this Lease Deed of Trust and shall be deemed part of such Unitthe Mortgaged Property, for all purposes hereof thereof to the same extent as the Parts originally incorporated or installed in such Unitthe Mortgaged Property, and title a security interest to such Replacement Part shall thereupon vest in Lessorthe Collateral Agent. All replacements pursuant to this Section 5.4 SECTION 3.4 shall be purchased by Lessees Borrower with their its own funds. There shall be no obligation on the part of Lessor or any Certificate Purchaser Lender to pay for or otherwise finance any such replacement.

Alterations, Modifications, etc. In case any Unitthe Borrower 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 Applicable Laws and Regulations Requirements of Law (a "Required Alteration") pursuant to Sections 5.1 Section 4.1 or 5.3 4.3 hereof, the Lessee of such Unit Borrower agrees to make such Required Alteration at its own expense. The Lessee of any Unit Borrower shall have the right to make any modification, alteration or improvement to such Unit the 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 such Lessee the Borrower continues to be in compliance with Sections 5.1 4.1 and 5.3 4.3 hereof and that such action (a) will not materially decrease the economic value of the applicable Unit Borrower Collateral or impair its originally intended use or function or decrease its economic useful life and (b) in any event, will not cause such Unit to become suitable for use only by such Lessee or only in decrease the business in which such Lessee is engagedFair Market Value of the Borrower Collateral throughout the Loan Term. In the event any Permitted Modification (i) is readily removable without impairing the value or use which the Unit Borrower Collateral would have had at such time had such Part not been affixed or placed to or on such Unit 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 Unit Borrower Collateral on the date on which such Unit Borrower Collateral became subject to this LeaseSecurity 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 continuing, shall be and remain the property of the Lessee Borrower that is not subject to the Lien of such Unitthis 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 Lessee Borrower that is not subject to the Lien of any Unit this Security Agreement because of the continuance of an a Security Agreement 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 terms Lien of this LeaseSecurity Agreement. Any Required Alterations, and any Parts installed or replacements made by any Lessee the Borrower upon any Unit Borrower Collateral pursuant to its obligation to maintain and keep the Units Borrower Collateral in good order, operating condition and repair under Section 5.3 4.3 (collectively, "Replacement Parts") and all other Parts which become the property of Lessor the Borrower shall be considered, in each case, accessions to such Unit Borrower Collateral and title thereto or a security interest therein shall be immediately and automatically vested in Lessor, Collateral Agent for the benefit of Certificate Purchasersthe Lenders. All Replacement Parts shall be free and clear of all Liens (other than Permitted Liens) 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 relevant Units 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 Unit of the Borrower Collateral shall remain subject to the interests of Lessor Collateral Agent and Certificate Purchasers 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 Unit 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 any Lesseethe Borrower, such Lessee the Borrower shall deliver to Lessor, Collateral Agent for the benefit of Certificate Purchasersthe Lenders, a Xxxx of Sale Borrower Security Agreement Supplement evidencing the conveyance grant by the Borrower of a security interest in such Lessee Replacement Part to Lessor, Collateral Agent for the benefit of Certificate Purchasersthe Lenders, of for each Replacement Part not previously evidenced by a 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) Borrower Security Agreement Supplement and such other documents in respect of such Part or Parts and to the extent, as Lessor Collateral Agent may reasonably request in order to confirm that title a security interest to such Part or Parts has passed to Lessor, Collateral Agent for the benefit of Certificate Purchasersthe Lenders, as hereinabove provided. Any such Replacement Part, regardless of whether evidenced by a Xxxx of SaleBorrower Security Agreement Supplement, shall become subject to this Lease Security Agreement and shall be deemed part of such Unitthe Borrower Collateral, for all purposes hereof thereof to the same extent as the Parts originally incorporated or installed in such Unitthe Borrower Collateral, and title a security interest to such Replacement Part shall thereupon vest in Lessorthe Collateral Agent. All replacements pursuant to this Section 5.4 4.4 shall be purchased by Lessees the Borrower with their its own funds. There shall be no obligation on the part of Lessor or any Certificate Purchaser Lender to pay for or otherwise finance any such replacement.

Alterations, Modifications, etc. In case any Unitthe Aircraft, 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 Applicable Laws and Regulations Requirements of Law (a "Required Aircraft Alteration") pursuant to Sections 5.1 4.1 or 5.3 4.3 hereof, the Lessee of such Unit agrees Owner and World Travel agree to make such Required Aircraft Alteration at its own expense. The Lessee of any Unit Owner and World Travel shall have the right to make any modification, alteration or improvement to such Unit the 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 such Lessee continues the Owner and World Travel continue to be in compliance with Sections 5.1 4.1 and 5.3 4.3 hereof and that such action (a) will not not, in the Owner's reasonable judgment, materially decrease the economic value of the applicable Unit Aircraft or impair its originally intended use or function or decrease its economic useful life and (b) in any event, will not cause such Unit to become suitable for use only by such Lessee or only in decrease the business in which such Lessee is engagedFair Market Value of the Aircraft throughout the Loan Term. In the event any Permitted Aircraft Modification (i) is readily removable without impairing the value or use which the Unit Aircraft would have had at such time had such Aircraft Part not been affixed or placed to or on such Unit 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 Unit Aircraft Collateral on the date on which such Unit Aircraft Collateral became subject to this LeaseSecurity 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 continuing, shall be and remain the property of the Lessee Owner that is not subject to the Lien of such Unitthis Security Agreement and may be removed by the Owner (a "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 the Lessee Owner that is not subject to the Lien of any Unit this Security Agreement because of the continuance of an Aircraft 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 terms Lien of this LeaseSecurity Agreement. Any Required Aircraft Alterations, and any Aircraft Parts installed or replacements made by any Lessee the Owner upon any Unit Aircraft Collateral pursuant to its obligation to maintain and keep the Units Aircraft Collateral in good order, operating condition and repair under Section 5.3 4.3 (collectively, "Replacement Aircraft Parts") and all other Parts which become the property of Lessor the Owner shall be considered, in each case, accessions to such Unit Aircraft Collateral and title thereto or a security interest therein shall be immediately and automatically vested in Lessor, for the benefit of Certificate PurchasersCompany. All Replacement Aircraft Parts shall be free and clear of all Liens (other than Permitted Liens) 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 relevant Units 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 Unit of the Aircraft Collateral shall remain subject to the interests of Lessor and Certificate Purchasers 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 Unit 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 any LesseeWorld Travel, such Lessee the Owner and World Travel shall deliver to LessorCompany, an Aircraft Security Agreement Supplement evidencing the grant by the Owner and World Travel of a security interest in such Replacement Aircraft Part to Company, for the benefit of Certificate Purchasers, a Xxxx of Sale evidencing the conveyance by such Lessee to Lessor, for the benefit of Certificate Purchasers, of each Replacement Aircraft Part not previously evidenced by a 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) an Aircraft Security Agreement Supplement and such other documents in respect of such Aircraft Part or Aircraft Parts and to the extent, as Lessor Company may reasonably request in order to confirm that title a security interest to such Aircraft Part or Aircraft Parts has passed to Lessor, for the benefit of Certificate Purchasers, Company as hereinabove provided. Any such Replacement Aircraft Part, regardless of whether evidenced by a Xxxx of Salean Aircraft Security Agreement Supplement, shall become subject to this Lease Security Agreement and shall be deemed part of such Unitthe Aircraft Collateral, for all purposes hereof to the same extent as the Aircraft Parts originally incorporated or installed in such Unitthe Aircraft, and title a security interest to such Replacement Aircraft Part shall thereupon vest in Lessorthe Company. All replacements pursuant to this Section 5.4 4.4 shall be purchased by Lessees the Owner or World Travel with their its own funds. There shall be no obligation on the part of Lessor or any Certificate Purchaser the Company to pay for or otherwise finance any such replacement.

Alterations, Modifications, etc. (a) In case any UnitSystem, item of Equipment, or any item of equipmentcomponent, part or appliance therein (each, a "PartPART") is required to be altered, added to, replaced or modified in order to comply with any Applicable Laws and Regulations (a "Required AlterationREQUIRED ALTERATION") pursuant to Sections SECTIONS 5.1 or 5.3 hereof, the Lessee of such Unit agrees to make or cause to be made such Required Alteration at its own expense. The Lessee of Lessee, directly or through any Unit applicable Sublessee, shall have the right to make any modification, alteration or improvement to such Unit any System or item of Equipment (herein referred to as a "Permitted ModificationPERMITTED MODIFICATION"), or to remove any Part which has become worn out, broken or obsolete, provided PROVIDED in each case that such Lessee continues to be in compliance with Sections SECTIONS 5.1 and 5.3 hereof hereof, that no Default or Event of Default then exists and that any such action Permitted Modification (a) will not decrease the economic value of the applicable Unit System or item of Equipment or impair its originally intended use or function or decrease its economic useful life and (b) will not cause such Unit System or item of Equipment to become suitable for use only by such Lessee or only in the business in which such Lessee is engagedLessee. In the event any Permitted Modification (i) is readily removable without impairing the value or use which the Unit System or item of Equipment would have had at such time had such Part not been affixed or placed to or on made a component of such Unit System or item of Equipment (a "Removable PartREMOVABLE 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 or made a component of such Unit System or item of Equipment with a value in excess of $250,000 on the date on which such Unit System or item of Equipment became subject to this Lease, or any Part in replacement of or substitution for any such original Part (each an "Original PartORIGINAL PART"), any such Permitted Modification, if no Default or Event of Default is continuing, shall be and remain the property of the Lessee of such UnitLessee. 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 Lessee of any Unit because of the continuance of an Event of Default, the same shall immediately and automatically be and become the property of LessorTrustee, for the benefit of the Certificate Purchasers, and subject to the terms of this Lease. Any Required Alterations, and any Parts installed or replacements made by any Lessee upon any Unit System or item of Equipment pursuant to its obligation to maintain and keep the Units Equipment in good order, operating condition and repair under Section SECTION 5.3 (collectively, "Replacement PartsREPLACEMENT PARTS") and all other Parts which become the property of Lessor Trustee, for the benefit of Certificate Purchasers, pursuant to this Lease shall be considered, in each case, accessions to such Unit System or item of Equipment and title thereto or security interest therein shall be immediately and automatically vested in LessorTrustee, for the benefit of the Certificate Purchasers. All Replacement Parts shall be free and clear of all Liens (other than OTHER THAN Permitted Liens) and shall be in as good an operating condition as, and shall have a value and utility at least substantially equal to, or better than the Parts replacedreplaced Parts, assuming such replaced Parts and the relevant Units System or Equipment 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 (OTHER THAN a Removable Part) at any time removed from any Unit System or item of Equipment shall remain subject to the interests of Lessor Trustee and the 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 Unit System or item of Equipment and which meets the requirements for a Replacement Part specified above. (b) In addition to the foregoing, Lessee shall have the option, so long as no Default or Event of Default shall have occurred and be continuing, to replace any System (a "REPLACED SYSTEM") with a replacement System (a "REPLACEMENT SYSTEM"), subject to the following conditions: (i) any such Replacement System shall satisfy one of the following conditions: (x) the Replacement System shall consist of items of new Equipment of identical manufacture and model as the Equipment comprising the Replaced System, (y) such Replacement System shall have a utility, an Appraised Value and a remaining economic useful life at least equal to those of the Replaced System immediately prior to such replacement, assuming that the Replaced System was in the condition and repair required to be maintained by the terms of this Lease, and Lessee shall have provided to Trustee and Administrative Agent (for delivery to the Certificate Purchasers), at Lessee's expense, an appraisal satisfactory to Trustee and each Certificate Purchaser in their sole and absolute discretion with respect to the determination of such utility, Appraised Value and remaining economic useful life or (z) such Replacement System shall otherwise be acceptable to each of the Certificate Purchasers in its respective sole and absolute discretion; (ii) Lessee shall satisfy each of the conditions set forth in SECTIONS 2.1 and ARTICLE III of this Lease insofar as the same apply to Equipment or Systems generally; and (iii) Lessee shall not remove the Replaced System from the location set forth on SCHEDULE I to the Delivery Date Notice pursuant to which the Replaced System was delivered until such time as it has executed all documents reasonably requested by Trustee or any Certificate Purchaser to perfect the security interest of Trustee, for the benefit of the Certificate Purchasers, in the Replacement System. Any Replacement System substituted in accordance with this SECTION 5.4(b) shall thereafter be considered a System for all purposes of this Lease. (c) No later than 45 forty-five (45) days after the end of each fiscal quarter Fiscal Quarter of any Lessee, such Lessee shall deliver to LessorTrustee, for the benefit of the Certificate Purchasers, a Xxxx Bill of Sale evidencing the conveyance by such Lessee to LessorTrustee, for the benefit of Certificate Purchasers, of each all Replacement Part Parts and Replacement Systems not previously evidenced by a Xxxx Bill 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 Part, Parts, System or Parts Systems as Lessor the Required Certificate Purchasers may reasonably request in order to confirm that title to such Part Part, Parts, System or Parts Systems has passed to LessorTrustee, for the benefit of the Certificate Purchasers, as hereinabove provided. Any such Replacement Part, regardless of whether evidenced by a Xxxx of Sale, shall become subject to this Lease and shall be deemed part of such Unit, for all purposes hereof to the same extent as the Parts originally incorporated or installed in such Unit, and title to such Replacement Part shall thereupon vest in Lessor. All replacements pursuant to this Section SECTION 5.4 shall be purchased by Lessees Lessee with their its own funds. There shall be no obligation on the part of Lessor Trustee or any Certificate Purchaser to pay for or otherwise finance any such replacement.

Alterations, Modifications, etc. In case any Unit, Item of Equipment or any item of equipment, part or appliance therein (each, a "Part") Part is required to be altered, added to, replaced or modified in order to comply with any Applicable Laws and Regulations in all material respects or Insurance Requirements where the failure to so comply would reasonably be expected to cause the relevant insurance to lapse, to be cancelled or to be reduced (as to amount of scope of coverage) (a "Required Alteration") pursuant to Sections 5.1 or 5.3 hereof, subject to the provisions of Section 5.7 regarding Permitted Contests, Lessee of such Unit agrees to make such Required Alteration at its own expense. The Lessee of any Unit shall have the right to make any modification, alteration or improvement to such Unit any Item of Equipment (herein referred to as a "Permitted Modification"), or to remove any Part Parts which has have become worn out, broken or obsolete, provided in each case that such Lessee continues to be in compliance with Sections 5.1 and 5.3 hereof and that such action (a) will not decrease the economic value of the applicable Unit such Item of Equipment or impair its originally intended use or function or decrease its economic useful life in any material respect and (b) will not cause such Unit Item of Equipment to become suitable for use only by such Lessee or only unless in the business in which case of this clause (b) such Lessee modification is engagedreadily removable without damage to such Item of Equipment. In the event any Permitted Modification (i) is readily removable without in any material respect impairing the value or use useful life which the Unit Item of Equipment would have had at such time had such Part not been affixed or placed to or on such Unit Item of Equipment (or if not readily removable without in any material respect so impairing the value or useful life of EXECUTION COPY such Item of Equipment, Lessee actually restores the value or useful life of such Item of Equipment in all material respects to the value or useful life which the Item of Equipment would have had at such time had such Part not been affixed or placed to or on such Item of Equipment) (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 Unit Item of Equipment on the date on which such Unit Item of Equipment became subject to this Lease, 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 continuing, Modification or Original Part so removed and replaced shall be and remain the property of the Lessee of such UnitLessee. 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 Lessee of 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, Lessor and subject to the terms of this Lease. Any Required Alterations, Alterations and any Parts installed or replacements made by any Lessee upon any Unit Item of Equipment pursuant to its obligation to maintain and keep the Units Equipment in good order, operating condition and repair under Section 5.3 (collectively, "Replacement Parts") and all other Parts which become the property of Lessor shall be considered, in each case, accessions to such Unit Item of Equipment and title thereto or and a security interest therein shall be immediately and automatically vested in Lessor, for the benefit of Certificate Purchasers. All Replacement Parts shall be free and clear of all Liens (other than Permitted Liens) 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 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 Unit shall remain subject to the interests of Lessor and 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 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 any Lessee, such Lessee shall deliver to Lessor, for the benefit of Certificate Purchasers, a Xxxx of Sale evidencing the conveyance by such Lessee to Lessor, for the benefit of Certificate Purchasers, of each Replacement Part not previously evidenced by a 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 as Lessor may reasonably request in order to confirm that title to such Part or Parts has passed to Lessor, for the benefit of Certificate Purchasers, as hereinabove provided. Any such Replacement Part, regardless of whether evidenced by a Xxxx of Sale, shall become subject to this Lease and shall be deemed part of such Unit, for all purposes hereof to the same extent as the Parts originally incorporated or installed in such Unit, and title to such Replacement Part shall thereupon vest in Lessor. All replacements pursuant to this Section 5.4 shall be purchased by Lessees with their own funds. There shall be no obligation on the part of Lessor or any Certificate Purchaser to pay for or otherwise finance any such replacement.

Alterations, Modifications, etc. In case any Unitthe Borrower 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 Applicable Laws and Regulations Requirements of Law (a "Required Alteration") pursuant to Sections 5.1 Section 4.1 or 5.3 4.3 hereof, the Lessee of such Unit Borrower agrees to make such Required Alteration at its own expense. The Lessee of any Unit Borrower shall have the right to make any modification, alteration or improvement to such Unit the 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 such Lessee the Borrower continues to be in compliance with Sections 5.1 4.1 and 5.3 4.3 hereof and that such action (a) will not not, in the Borrower's reasonable judgment, materially decrease the economic value of the applicable Unit Borrower Collateral or impair its originally intended use or function or decrease its economic useful life and (b) in any event, will not cause such Unit to become suitable for use only by such Lessee or only in decrease the business in which such Lessee is engagedFair Market Value of the Borrower Collateral throughout the Loan Term. In the event any Permitted Modification (i) is readily removable without impairing the value or use which the Unit Borrower Collateral would have had at such time had such Part not been affixed or placed to or on such Unit 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 Unit Borrower Collateral on the date on which such Unit Borrower Collateral became subject to this LeaseSecurity 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 continuing, shall be and remain the property of the Lessee Borrower that is not subject to the Lien of such Unitthis 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 Lessee Borrower that is not subject to the Lien of any Unit this Security Agreement because of the continuance of an a Security Agreement 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 terms Lien of this LeaseSecurity Agreement. Any Required Alterations, and any Parts installed or replacements made by any Lessee the Borrower upon any Unit Borrower Collateral pursuant to its obligation to maintain and keep the Units Borrower Collateral in good order, operating condition and repair under Section 5.3 4.3 (collectively, "Replacement Parts") and all other Parts which become the property of Lessor the Borrower shall be considered, in each case, accessions to such Unit Borrower Collateral and title thereto or a security interest therein shall be immediately and automatically vested in Lessor, Collateral Agent for the benefit of Certificate Purchasersthe Lenders. All Replacement Parts shall be free and clear of all Liens (other than Permitted Liens) 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 relevant Units 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 Unit of the Borrower Collateral shall remain subject to the interests of Lessor Collateral Agent and Certificate Purchasers 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 Unit 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 any Lesseethe Borrower, such Lessee the Borrower shall deliver to Lessor, Collateral Agent for the benefit of Certificate Purchasersthe Lenders, a Xxxx of Sale Borrower Security Agreement Supplement evidencing the conveyance grant by the Borrower of a security interest in such Lessee Replacement Part to Lessor, Collateral Agent for the benefit of Certificate Purchasersthe Lenders, of for each Replacement Part not previously evidenced by a 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) Borrower Security Agreement Supplement and such other documents in respect of such Part or Parts and to the extent, as Lessor Collateral Agent may reasonably request in order to confirm that title a security interest to such Part or Parts has passed to Lessor, Collateral Agent for the benefit of Certificate Purchasersthe Lenders, as hereinabove provided. Any such Replacement Part, regardless of whether evidenced by a Xxxx of SaleBorrower Security Agreement Supplement, shall become subject to this Lease Security Agreement and shall be deemed part of such Unitthe Borrower Collateral, for all purposes hereof thereof to the same extent as the Parts originally incorporated or installed in such Unitthe Borrower Collateral, and title a security interest to such Replacement Part shall thereupon vest in Lessorthe Collateral Agent. All replacements pursuant to this Section 5.4 4.4 shall be purchased by Lessees the Borrower with their its own funds. There shall be no obligation on the part of Lessor or any Certificate Purchaser Lender to pay for or otherwise finance any such replacement.

Alterations, Modifications, etc. In case any Unitthe Aircraft, 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 Applicable Laws and Regulations Requirements of Law (a "Required Aircraft Alteration") pursuant to Sections 5.1 4.1 or 5.3 4.3 hereof, the Lessee of such Unit agrees Owner and World Travel agree to make or cause to be made such Required Aircraft Alteration at its own expense. The Lessee of any Unit Owner and World Travel shall have the right to make any modification, alteration or improvement to such Unit the 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 such Lessee continues the Owner and World Travel continue to be in compliance with Sections 5.1 4.1 and 5.3 4.3 hereof and that such action (a) will not materially decrease the economic value of the applicable Unit Aircraft or impair its originally intended use or function or decrease its economic useful life and (b) in any event, will not cause such Unit to become suitable for use only by such Lessee or only in decrease the business in which such Lessee is engagedFair Market Value of the Aircraft throughout the Loan Term. In the event any Permitted Aircraft Modification (i) is readily removable without impairing the value or use which the Unit Aircraft would have had at such time had such Aircraft Part not been affixed or placed to or on such Unit 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 Unit Aircraft Collateral on the date on which such Unit Aircraft Collateral became subject to this LeaseSecurity 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 continuing, shall be and remain the property of the Lessee Owner that is not subject to the Lien of such Unitthis Security Agreement and may be removed by the Owner (a "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 the Lessee Owner that is not subject to the Lien of any Unit this Security Agreement because of the continuance of an Aircraft 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 terms Lien of this LeaseSecurity Agreement. Any Required Aircraft Alterations, and any Aircraft Parts installed or replacements made by any Lessee the Owner upon any Unit Aircraft Collateral pursuant to its obligation to maintain and keep the Units Aircraft Collateral in good order, operating condition and repair under Section 5.3 4.3 (collectively, "Replacement Aircraft Parts") and all other Parts which become the property of Lessor the Owner shall be considered, in each case, accessions to such Unit Aircraft Collateral and title thereto or a security interest therein shall be immediately and automatically vested in Lessor, for the benefit of Certificate PurchasersCompany. All Replacement Aircraft Parts shall be free and clear of all Liens (other than Permitted Liens) 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 relevant Units 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 Unit of the Aircraft Collateral shall remain subject to the interests of Lessor and Certificate Purchasers 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 Unit 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 any LesseeWorld Travel, such Lessee World Travel shall deliver to LessorCompany, an Aircraft Security Agreement Supplement evidencing the grant by the Owner and World Travel of a security interest in such Replacement Aircraft Part to Company, for the benefit of Certificate Purchasers, a Xxxx of Sale evidencing the conveyance by such Lessee to Lessor, for the benefit of Certificate Purchasers, of each Replacement Aircraft Part not previously evidenced by a 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) an Aircraft Security Agreement Supplement and such other documents in respect of such Aircraft Part or Aircraft Parts and to the extent, as Lessor Company may reasonably request in order to confirm that title a security interest to such Aircraft Part or Aircraft Parts has passed to Lessor, for the benefit of Certificate Purchasers, Company as hereinabove provided. Any such Replacement Aircraft Part, regardless of whether evidenced by a Xxxx of Salean Aircraft Security Agreement Supplement, shall become subject to this Lease Security Agreement and shall be deemed part of such Unitthe Aircraft Collateral, for all purposes hereof to the same extent as the Aircraft Parts originally incorporated or installed in such Unitthe Aircraft, and title a security interest to such Replacement Aircraft Part shall thereupon vest in Lessorthe Company. All replacements pursuant to this Section 5.4 4.4 shall be purchased by Lessees the Owner or World Travel with their its own funds. There shall be no obligation on the part of Lessor or any Certificate Purchaser the Company to pay for or otherwise finance any such replacement.

Alterations, Modifications, etc. In case any Unit, 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 Applicable Laws and Regulations (a "Required Alteration") pursuant or to comply with Sections 5.1 or 5.3 hereof, the but such alteration, addition, replacement or ------------ --- modification does not constitute a Required Alteration, Lessee of such Unit agrees to 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. The Lessee of any Unit shall have the right to make any ----------- modification, alteration or improvement to such Unit 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 such Lessee continues to be in compliance with Sections 5.1 and 5.3 hereof and that such action (a) will not decrease the economic value of the applicable Unit or impair its originally intended use or function or decrease its economic useful life and (b) will not cause such Unit to become suitable for use only by such Lessee or only in the business in which such Lessee is engaged. In the event any Permitted Modification (i) is readily removable without impairing the value or use which the Unit would have had at such time had such Part not been affixed or placed to or on such 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 Unit on the date on which such Unit became subject to this 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 continuing, shall be and remain the property of the Lessee of 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 the Lessee of 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 terms of this Lease. Any Required Alterations, and any Parts installed or replacements ----------------------- -------- made by any Lessee upon any Unit pursuant to its obligation to maintain and keep the Units in good order(including, operating condition and repair under Section 5.3 (collectivelywithout limitation, "Replacement Parts"Permitted Modifications) and all other Parts which become the property of Lessor shall be considered, in each case, considered accessions to such Unit and title thereto or a security interest therein shall be immediately and automatically vested in LessorAgent, for the benefit of Certificate PurchasersLessors. All Replacement replacement Parts shall be free and clear of all Liens (other than Permitted Liens) 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 relevant Units 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 Unit shall remain subject to the interests of Lessor Agent and Certificate Purchasers 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 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 any LesseeLessee in which Lessee makes a Required Alteration or a Permitted Modification, such Lessee shall deliver to LessorAgent, for the benefit of Certificate PurchasersLessors, a Xxxx of Sale certificate evidencing the conveyance granting by such Lessee to LessorAgent, for the benefit of Certificate PurchasersLessors, of each Replacement Part a security interest in all replacement Parts not previously evidenced by a 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) subjected to this Lease and such other documents (including UCC-1's) in respect of such Part or Parts as Lessor the Required Lessors may reasonably request in order to confirm that title to a security interest in such Part or Parts has passed to LessorAgent, for the benefit of Certificate PurchasersLessors, as hereinabove provided. Any such Replacement Part, regardless of whether evidenced by a Xxxx of Sale, shall become subject to this Lease and shall be deemed part of such Unit, for all purposes hereof to the same extent as the Parts originally incorporated or installed in such Unit, and title to such Replacement Part shall thereupon vest in Lessor. All replacements pursuant to this Section 5.4 ----------- shall be purchased by Lessees Lessee with their its own funds. There shall be no obligation on the part of Lessor the Agent or any Certificate Purchaser Lessor to pay for or otherwise finance any such replacement.