Common use of Alterations, Modifications and Additions Clause in Contracts

Alterations, Modifications and Additions. Lessee shall, or shall cause a Permitted Sublessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a "Mandatory Modification"); PROVIDED, HOWEVER, that (1) Lessee's obligations are subject to Section C of the Letter Agreement and (2) Lessee or any Permitted Sublessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect Lessor's interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss of the Aircraft, any material risk of material civil penalty or any risk of criminal liability being imposed on Lessor. In addition, Lessee, at its own cost and expense, may, or may permit a Permitted Sublessee at its own cost and expense to, from time to time make such alterations and modifications in and additions to the Aircraft, Airframe or any Engine (each an "Optional Modifica- tion") as Lessee or such Permitted Sublessee may deem desirable in the proper conduct of its business, including, without limitation, removal of Parts which Lessee deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; PROVIDED, HOWEVER, that no such Optional Modification shall (i) materially diminish the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by the Lease immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness. Except as otherwise provided herein, title to all Parts (other than Removable Parts (as defined below)) incorporated or installed in or attached to the Aircraft, Airframe or such Engine as the result of such Optional Modification shall, without further act, vest in Lessor and become subject to this Lease. Notwithstanding anything to the contrary in this paragraph (d), Lessee or a Permitted Sublessee may, at any time during the Term, remove any Part (such Part being referred to herein as a "Removable Part") if (i) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Aircraft, Airframe or such Engine at the time of delivery thereof hereunder or any Part in replacement of, or substitution for, any such Part, (ii) such Part is not required to be incorporated or installed in or attached to the Aircraft, Airframe or such Engine pursuant to the terms of Section A of Exhibit E to the Lease, and (iii) such Part can be removed from the Aircraft, Airframe or such Engine without materially diminishing the fair market value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such removal not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereof. Removable Parts may be leased from or financed by third parties other than Lessor. Title to any Removable Part shall be vested in Lessee or such Permitted Sublessee, and to the extent such Removable Part is leased from or financed by a third party other than Lessor, may be vested in such third-party lessor or financing party. Upon the removal by Lessee or such Permitted Sublessee of any Removable Part as above provided, title thereto shall remain vested in Lessee or such Permitted Sublessee or in such third-party lessor or financing party, as the case may be, and such Part shall no longer be deemed part of the Aircraft, Airframe or such Engine from which it was removed. Title to any Removable Part not removed as above provided prior to the return of the Aircraft, Airframe or such Engine to Lessor hereunder shall, without further act, vest in Lessor.

Alterations, Modifications and Additions. Lessee The Owner shall, or shall cause a Permitted Sublessee Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a "Mandatory Modification"); PROVIDED, PROVIDED HOWEVER, that (1) Lessee's obligations are subject to Section C of the Letter Agreement and (2) Owner or a Permitted Lessee or any Permitted Sublessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect LessorMortgagee's interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss of the AircraftAircraft or the interest of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on LessorMortgagee or the holder of any Equipment Note. In addition, Lesseethe Owner, at its own cost and expense, may, or may permit a Permitted Sublessee Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Aircraft, Airframe or any Engine (each an "Optional Modifica- tionModification") as Lessee the Owner or such Permitted Sublessee Lessee may deem desirable in the proper conduct of its business, business including, without limitation, removal of Parts which Lessee Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; PROVIDED, HOWEVER, that no such Optional Modification shall (i) materially diminish the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by the Lease Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness. Except as otherwise provided herein, title to all All Parts (other than Removable Parts (as defined below)) incorporated or installed in or attached to the Aircraft, any Airframe or such any Engine as the result of such Optional Modification shallany alteration, without further act, vest in Lessor modification or addition effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Lease. Notwithstanding anything to Trust Indenture; PROVIDED that the contrary in this paragraph (d), Owner or any Permitted Lessee or a Permitted Sublessee may, at any time during so long as the TermAirframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Part (such Part being referred to herein as a "Removable REMOVABLE Part") from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the Aircraft, such Airframe or such any Engine at the time of delivery thereof hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Aircraft, such Airframe or such any Engine pursuant to the terms of Section A 4.02(d) or the first sentence of Exhibit E to the Lease, and (iii) such Part can be removed from the Aircraft, Airframe or such Engine without materially diminishing the fair market value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such removal not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereof. Removable Parts may be leased from or financed by third parties other than Lessor. Title to any Removable Part shall be vested in Lessee or such Permitted Sublessee, and to the extent such Removable Part is leased from or financed by a third party other than Lessor, may be vested in such third-party lessor or financing party. Upon the removal by Lessee or such Permitted Sublessee of any Removable Part as above provided, title thereto shall remain vested in Lessee or such Permitted Sublessee or in such third-party lessor or financing party, as the case may be, and such Part shall no longer be deemed part of the Aircraft, Airframe or such Engine from which it was removed. Title to any Removable Part not removed as above provided prior to the return of the Aircraft, Airframe or such Engine to Lessor hereunder shall, without further act, vest in Lessor.this

Alterations, Modifications and Additions. Lessee shallSuch Grantor, or shall cause a Permitted Sublessee toat its own expense, will make (or cause to be made) such alterations and modifications in and additions to the AircraftAirframes, Airframe Engines, Propellers and each Engine Spare Engines as may be required to be made from time to time so as to meet the applicable standards comply with any law, rule, regulation or order of the FAA any regulatory agency or other Aviation Authority having body of any jurisdiction over the operation of the Aircraftin which any Aircraft may then be registered; provided, to the extent made mandatory in respect of the Aircraft (a "Mandatory Modification"); PROVIDED, HOWEVERhowever, that (1) Lessee's obligations are subject to Section C of the Letter Agreement and (2) Lessee such Grantor or any Permitted Sublessee Lessee may, in good faith faith, and by appropriate procedure, proceedings contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not materially adversely affect Lessor's interest the Collateral Agent or any Lender or any of their respective legal and economic interests in the Aircraft and does not or to such Airframe, Engine, Propeller or Spare Engine, or subject any such Person to risk of any material civil or any criminal penalties or involve any material risk of sale, loss or forfeiture or loss of the title to such Aircraft, any material risk of material civil penalty Engine, Propeller or any risk of criminal liability being imposed on Lessorsuch Spare Engine. In addition, such Grantor (or any Permitted Lessee), at its own cost and expense, may, or may permit a Permitted Sublessee at its own cost and expense to, from time to time make such alterations and modifications in and additions to the Aircraftany Airframe, Airframe any Engine, any Propeller or any Spare Engine as such Grantor (each an "Optional Modifica- tion"or any Permitted Lessee) as Lessee or such Permitted Sublessee may deem desirable in the proper conduct of its business, including, without limitation, including removal of Parts which Lessee such Grantor (or any Permitted Lessee) deems are to be obsolete or no longer suitable or appropriate for use in the Aircrafton such Airframe, Airframe such Engine, such Propeller or such EngineSpare Engine (such parts, “Obsolete Parts”); PROVIDED, HOWEVER, provided that no such Optional Modification shall (i) materially diminish alteration, modification, removal or addition impairs the fair market valuecondition or airworthiness of such Airframe, utilitysuch Engine, such Propeller or such Spare Engine, or useful life materially diminishes the value or utility of the Aircraft such Airframe, such Engine, such Propeller or any such Spare Engine below its fair market valuethe condition, airworthiness, value or utility or useful life thereof immediately prior to such Optional Modification (alteration, modification, removal or addition assuming the Aircraft such Airframe, such Engine, such Propeller or such Spare Engine was then in the condition required to be maintained by the Lease immediately prior to such Optional Modificationterms of this Security Agreement. In addition, the value (but not the utility, condition or airworthiness) of any Airframe, any Engine, any Propeller or (ii) cause any Spare Engine may be reduced by the Aircraft to cease to value, if any, of Obsolete Parts which shall have been removed so long as the applicable standard certificate aggregate fair market value of airworthinessall Obsolete Parts which shall have been removed and not replaced shall not exceed the Obsolete Parts Cap. Except as otherwise provided herein, title to all All Parts (other than Removable Parts (as defined below)) incorporated or installed in or attached or added to the Aircraftan Airframe, Airframe an Engine, a Propeller or such a Spare Engine as the result of such Optional Modification alteration, modification or addition (except those parts which are excluded from the definition of Parts or which may be removed by such Grantor pursuant to the next sentence) (the “Additional Parts”) shall, without further act, vest in Lessor and become subject to this Leasethe Lien of the Security Documents. Notwithstanding anything to the contrary in this paragraph foregoing sentence, such Grantor (d), Lessee or a any Permitted Sublessee Lessee) may, at any time during the Termits own expense, so long as no Event of Default shall have occurred and be continuing, remove or suffer to be removed any Additional Part, provided that such Additional Part (such Part being referred to herein as a "Removable Part") if (i) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Aircraftsuch Airframe, Airframe any Engine, any Propeller or such any Spare Engine at the time of delivery thereof hereunder or any Part in replacement of, of or substitution for, for any such Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Aircraftany Airframe, Airframe any Engine, any Propeller or such any Spare Engine pursuant to the terms first sentence of Section A of Exhibit E to the Lease, this paragraph (c) and (iii) such Part can be removed from the Aircraftsuch Airframe, Airframe such Engine, such Propeller or such Spare Engine without materially diminishing the fair market valuecondition, airworthiness, value or utility or remaining useful life which of the Airframe Airframe, such Engine, such Propeller or such Spare Engine which such Airframe, such Engine, such Propeller or such Spare Engine would have had at the such time of removal had such removal alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereof. Removable Parts may be leased from or financed by third parties other than Lessor. Title to any Removable Part shall be vested in Lessee or such Permitted Sublessee, and to the extent such Removable Part is leased from or financed by a third party other than Lessor, may be vested in such third-party lessor or financing party. Upon the removal by Lessee or thereof as provided above, such Permitted Sublessee of any Removable Part as above provided, title thereto shall remain vested in Lessee or such Permitted Sublessee or in such third-party lessor or financing party, as the case may be, and such Additional Part shall no longer be deemed to be subject to the Lien of the Security Documents or part of the AircraftAirframe, Airframe Engine, Propeller or such Spare Engine from which it was removed. Title to any Removable Part not removed as above provided prior to the return of the Aircraft, Airframe or such Engine to Lessor hereunder shall, without further act, vest in Lessor.

Alterations, Modifications and Additions. Lessee shallThe Grantor, or shall cause a Permitted Sublessee toat its own expense, will make (or cause to be made) such alterations and modifications in and additions to the Aircrafteach Airframe, Airframe Engine and each Spare Engine as may be required to be made from time to time so as to meet the applicable standards comply with any law, rule, regulation or order of the FAA any regulatory agency or other Aviation Authority having body of any jurisdiction over the operation of the Aircraftin which an Aircraft may then be registered or any Engine or Spare Engine may be located; provided, to the extent made mandatory in respect of the Aircraft (a "Mandatory Modification"); PROVIDED, HOWEVERhowever, that (1) Lessee's obligations are subject to Section C of the Letter Agreement and (2) Lessee Grantor or any Permitted Sublessee Lessee may, in good faith faith, and by appropriate procedure, proceedings contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not materially adversely affect Lessor's interest the Collateral Agent or any Lender or any of their respective legal and economic interests in the Aircraft and does not or to such Airframe, Engine or Spare Engine, subject any such Person to risk of any material civil or any criminal penalties, or involve any material risk damage of saleloss or forfeiture of title to any Airframe, forfeiture Engine or loss of the Aircraft, any material risk of material civil penalty or any risk of criminal liability being imposed on LessorSpare Engine. In addition, the Grantor (or any Permitted Lessee), at its own cost and expense, may, or may permit a Permitted Sublessee at its own cost and expense to, from time to time make such alterations and modifications in and additions to any Airframe, Engine or Spare Engine as the Aircraft, Airframe Grantor (or any Engine (each an "Optional Modifica- tion"Permitted Lessee) as Lessee or such Permitted Sublessee may deem desirable in the proper conduct of its business, including, without limitation, including removal of Parts which Lessee the Grantor (or any Permitted Lessee) deems are to be obsolete or no longer suitable or appropriate for use in the Aircrafton such Airframe, Airframe Engine or Spare Engine (such Engineparts, "Obsolete Parts"); PROVIDED, HOWEVER, provided that no such Optional Modification shall (i) materially diminish alteration, modification, removal or addition impairs the fair market valuecondition or airworthiness of such Airframe, utilityEngine or Spare Engine, or useful life materially diminishes the value or utility of the Aircraft such Airframe, Engine or any Spare Engine below its fair market valuethe condition, airworthiness, value or utility or useful life thereof immediately prior to such Optional Modification (alteration, modification, removal or addition assuming the Aircraft such Airframe, Engine or such Spare Engine was then in the condition required to be maintained by the Lease immediately prior terms of this Mortgage. In addition, the value (but not the utility, condition or airworthiness) of an Airframe, Engine or Spare Engine may be reduced by the value, if any, of Obsolete Parts which shall have been removed so long as the aggregate fair market value of all Obsolete Parts which shall have been removed and not replaced with respect to such Optional Modification) any Airframe, Engine or Spare Engine shall not exceed $100,000 in the aggregate (ii) cause $150,000 in the Aircraft to cease to have case of any Boeing 747 or 777 Aircraft), unless the applicable standard certificate of airworthinessCollateral Agent agrees otherwise in writing, in its reasonable discretion. Except as otherwise provided herein, title to all All Parts (other than Removable Parts (as defined below)) incorporated or installed in or attached or added to the Aircraftan Airframe, Airframe Engine or such Spare Engine as the result of such Optional Modification alteration, modification or addition (except those parts which are excluded from the definition of Parts or which may be removed by the Grantor pursuant to the next sentence) (the "Additional Parts") shall, without further act, vest in Lessor and become subject to the Lien of this LeaseMortgage. Notwithstanding anything to the contrary in this paragraph foregoing sentence, the Grantor (d), Lessee or a any Permitted Sublessee Lessee) may, at any time during the Termits own expense, so long as no Default or Event of Default shall have occurred and be continuing, remove or suffer to be removed any Additional Part, provided that such Additional Part (such Part being referred to herein as a "Removable Part") if (i) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Aircraftsuch Airframe, Airframe Engine or such Spare Engine at the time of delivery thereof hereunder or any Part in replacement of, of or substitution for, for any such Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Aircraftsuch Airframe, Airframe Engine or such Spare Engine pursuant to the terms first sentence of Section A of Exhibit E to the Lease, this paragraph (c) and (iii) such Part can be removed from the Aircraftsuch Airframe, Airframe Engine or such Spare Engine without materially diminishing the condition, airworthiness, fair market valuevalue or utility of such Airframe, utility Engine or remaining useful life Spare Engine which the Airframe such Airframe, Engine or such Spare Engine would have had at the such time of removal had such removal alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereof. Removable Parts may be leased from or financed by third parties other than Lessor. Title to any Removable Part shall be vested in Lessee or such Permitted Sublessee, and to the extent such Removable Part is leased from or financed by a third party other than Lessor, may be vested in such third-party lessor or financing party. Upon the removal by Lessee or thereof as provided above, such Permitted Sublessee of any Removable Part as above provided, title thereto shall remain vested in Lessee or such Permitted Sublessee or in such third-party lessor or financing party, as the case may be, and such Additional Part shall no longer be deemed to be subject to the Lien of this Mortgage or part of the Aircraftsuch Airframe, Airframe Engine or such Spare Engine from which it was removed. Title to any Removable Part not removed as above provided prior to the return of the Aircraft, Airframe or such Engine to Lessor hereunder shall, without further act, vest in Lessor.

Alterations, Modifications and Additions. Lessee shallGreat Lakes, or shall cause a Permitted Sublessee toat its own expense, will make (or cause to be made) such alterations and modifications in and additions to the Aircrafteach Airframe, Airframe Engine, Spare Engine, Propeller and each Engine Spare Propeller as may be required to be made from time to time so as to meet the applicable standards comply with any law, rule, regulation or order of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraftany Governmental Authority; provided, to the extent made mandatory in respect of the Aircraft (a "Mandatory Modification"); PROVIDED, HOWEVERhowever, that (1) Lessee's obligations are subject to Section C of the Letter Agreement and (2) Lessee or any Permitted Sublessee Great Lakes may, in good faith faith, and by appropriate procedure, proceedings contest the validity or application of any such law, rule, regulation or order in any reasonable manner which manner, that does not materially adversely affect Lessor's interest in the Aircraft and does not subject Lender to any material risk of any civil or any criminal penalties, or involve any material risk of saleloss or forfeiture of title to any Airframe, forfeiture Engine, Spare Engine, Propeller, or loss of the Aircraft, any material risk of material civil penalty or any risk of criminal liability being imposed on LessorSpare Propeller. In addition, LesseeGreat Lakes, at its own cost and expense, may, or may permit a Permitted Sublessee at its own cost and expense to, from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Aircraftany Airframe, Airframe Engine, Spare Engine, Propeller or any Engine (each an "Optional Modifica- tion") Spare Propeller as Lessee or such Permitted Sublessee Great Lakes may deem desirable in the proper conduct of its business, including, including removal (without limitation, removal replacement) sale or disposal of Parts which Lessee Great Lakes deems are to be obsolete or no longer suitable or appropriate for use in the Aircrafton such Airframe, Airframe Engine, Spare Engine, Propeller or Spare Propeller (such Engineparts, “Obsolete Parts”); PROVIDED, HOWEVER, provided that no such Optional Modification shall (i) alteration, modification, removal, sale, disposal or addition materially diminish diminishes the fair market valuevalue or utility of such Airframe, utilityEngine, Spare Engine, Propeller, or useful life of Spare Propeller below the Aircraft or any Engine below its fair market value, value or utility or useful life thereof immediately prior to such Optional Modification (alteration, modification, removal or addition assuming the Aircraft such Airframe, Engine, Spare Engine, Propeller or such Engine Spare Propeller was then in the condition required by the Lease immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness. Except as otherwise provided herein, title to all Parts (other than Removable Parts (as defined below)) incorporated or installed in or attached to the Aircraft, Airframe or such Engine as the result of such Optional Modification shall, without further act, vest in Lessor and become subject to this Lease. Notwithstanding anything to the contrary in this paragraph (d), Lessee or a Permitted Sublessee may, at any time during the Term, remove any Part (such Part being referred to herein as a "Removable Part") if (i) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Aircraft, Airframe or such Engine at the time of delivery thereof hereunder or any Part in replacement of, or substitution for, any such Part, (ii) such Part is not required to be incorporated or installed in or attached to the Aircraft, Airframe or such Engine pursuant to the terms of Section A of Exhibit E to the Lease, and (iii) such Part can be removed from the Aircraft, Airframe or such Engine without materially diminishing the fair market value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such removal not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereofof this Mortgage. Removable Parts In addition, the fair market value (but not the utility) of an Airframe, Engine, Spare Engine, Propeller or Spare Propeller may be leased from or financed reduced by third parties other than Lessor. Title the fair market value, if any, of Obsolete Parts which shall have been removed so long as the aggregate fair market value of all Obsolete Parts which shall have been removed and not replaced with respect to any Removable Part Aircraft shall be vested not exceed $100,000 in Lessee the aggregate. All Parts incorporated or such Permitted Sublesseeinstalled in or attached or added to an Airframe, and to the extent such Removable Part is leased from Engine, Spare Engine, Propeller, or financed by a third party other than Lessor, may be vested in such third-party lessor or financing party. Upon the removal by Lessee or such Permitted Sublessee of any Removable Part as above provided, title thereto shall remain vested in Lessee or such Permitted Sublessee or in such third-party lessor or financing party, Spare Propeller as the case may beresult of such alteration, and such Part shall no longer be deemed part modification or addition (except those parts which are excluded from the definition of the Aircraft, Airframe or such Engine from which it was removed. Title to any Removable Part not removed as above provided prior to the return of the Aircraft, Airframe or such Engine to Lessor hereunder Parts) shall, without further act, vest in Lessorbecome subject to the Lien of this Mortgage.

Alterations, Modifications and Additions. Lessee The Borrower shall, or shall cause a Permitted Sublessee Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, each Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraftsuch Airframe or Engine, to the extent made mandatory in respect of the Aircraft such Airframe or Engine (a "“Mandatory Modification"”); PROVIDEDprovided, HOWEVERhowever, that (1) Lessee's obligations are subject to Section C of the Letter Agreement and (2) Borrower or a Permitted Lessee or any Permitted Sublessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect Lessor's the Administrative Agent’s interest in the Aircraft such Airframe or Engine and does not involve any material risk of sale, forfeiture or loss of such Airframe or Engine or the Aircraftinterest of the Administrative Agent therein, or any material risk of material civil penalty or any material risk of Mortgage and Security Agreement criminal liability being imposed on Lessorthe Administrative Agent or any Secured Party. In addition, Lesseethe Borrower, at its own cost and expense, may, or may permit a Permitted Sublessee Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Aircraft, any Airframe or any Engine (each an "“Optional Modifica- tion"Modification”) as Lessee the Borrower or such Permitted Sublessee Lessee may deem desirable in the proper conduct of its business, business including, without limitation, removal of Parts which Lessee the Borrower deems are obsolete or no longer suitable or appropriate for use in the Aircraft, such Airframe or such Engine; PROVIDEDprovided, HOWEVERhowever, that no such Optional Modification to an Airframe or Engine shall (i) materially diminish the fair market value, utility, utility or remaining useful life (without regard to hours or cycles) of the Aircraft such Airframe or any Engine below its fair market value, utility or remaining useful life immediately prior to such Optional Modification (assuming the Aircraft such Airframe or such Engine was in the condition required by the Lease Mortgage immediately prior to such Optional Modification) or (ii) cause the Aircraft such Airframe to cease to have the applicable standard certificate of airworthiness. Except as otherwise provided herein, title to all All Parts (other than Removable Parts (as defined below)) incorporated or installed in or attached to the Aircraft, any Airframe or such Engine as the result of such Optional Modification shallany alteration, without further act, vest in Lessor modification or addition effected by the Borrower shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Lease. Notwithstanding anything to Mortgage; provided that the contrary in this paragraph (d), Borrower or any Permitted Lessee or a Permitted Sublessee may, at any time during so long as any Airframe or Engine is subject to the TermLien of this Mortgage, remove any such Part (such Part being referred to herein as a "“Removable Part"”) from such Airframe or Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the Aircraft, such Airframe or such Engine at the time of original delivery thereof hereunder by the Manufacturer or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Aircraft, such Airframe or such Engine pursuant to the terms of Section A 3.02(d) or the first sentence of Exhibit E to the Lease, this Section 3.04(d) and (iii) such Part can be removed from the Aircraft, such Airframe or such Engine without materially diminishing the fair market value, utility or remaining useful life which the such Airframe or such Engine would have had at the time of removal had such removal not occurredbeen effected by the Borrower, assuming that such Airframe or Engine was otherwise maintained in the condition required by this Mortgage and repair required such Removable Part had not been incorporated or installed in or attached to be maintained such Airframe or Engine. Upon the removal by the terms hereofBorrower of any such Removable Part or Obsolete Part as above provided, (A) title thereto shall, without further act, be free and clear of all rights of the Administrative Agent and (B) such Removable Part or Obsolete Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by (and subject to Liens thereunder in favor of) third parties other than Lessorthe Administrative Agent. Title Notwithstanding any other provision of this Mortgage, (i) the Borrower may install or permit to be installed in any Airframe audio-visual, entertainment, telephonic or other equipment owned by third parties and leased or otherwise furnished to the Borrower in the ordinary course of business (or owned by the Borrower individually or jointly with others), provided that such equipment meets all requirements for removal of Removable Parts pursuant to the immediately precedent paragraph (“PCE”) and (ii) the Lien of this Mortgage shall not attach to any Removable Part shall be vested in Lessee or such Permitted SublesseePCE, and to the extent such Removable Part is leased from or financed by a third party other than Lessor, may be vested in such third-party lessor or financing party. Upon the removal by Lessee or such Permitted Sublessee of any Removable Part as above provided, title thereto shall remain vested in Lessee or such Permitted Sublessee or in such third-party lessor or financing party, as the case may be, and such Part shall no longer be deemed part rights of the Aircraft, Airframe or such Engine from which it was removedowners therein shall not constitute a default under the Loan Documents. Title to any Removable Part not removed as above provided prior to the return of the Aircraft, Airframe or such Engine to Lessor hereunder shall, without further act, vest in Lessor.Mortgage and Security Agreement

Alterations, Modifications and Additions. Lessee shallGreat Lakes, or shall cause a Permitted Sublessee toat its own expense, will make (or cause to be made) such alterations and modifications in and additions to the Aircrafteach Airframe, Airframe Engine, Spare Engine, Propeller and each Engine Spare Propeller as may be required to be made from time to time so as to meet the applicable standards comply with any law, rule, regulation or order of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraftany Governmental Authority; provided, to the extent made mandatory in respect of the Aircraft (a "Mandatory Modification"); PROVIDED, HOWEVERhowever, that (1) Lessee's obligations are subject to Section C of the Letter Agreement and (2) Lessee or any Permitted Sublessee Great Lakes may, in good faith faith, and by appropriate procedure, proceedings contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not materially adversely affect Lessor's interest in the Aircraft and does not manner, subject any such Person to material risk of any civil or any criminal penalties, or involve any material risk of saleloss or forfeiture of title to any Airframe, forfeiture Engine, Spare Engine, Propeller, or loss of the Aircraft, any material risk of material civil penalty or any risk of criminal liability being imposed on LessorSpare Propeller. In addition, LesseeGreat Lakes, at its own cost and expense, may, or may permit a Permitted Sublessee at its own cost and expense to, from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Aircraftany Airframe, Airframe Engine, Spare Engine, Propeller or any Engine (each an "Optional Modifica- tion") Spare Propeller as Lessee or such Permitted Sublessee Great Lakes may deem desirable in the proper conduct of its business, including, including removal (without limitation, removal replacement) sale or disposal of Parts which Lessee Great Lakes deems are to be obsolete or no longer suitable or appropriate for use in the Aircrafton such Airframe, Airframe Engine, Spare Engine, Propeller or Spare Propeller (such Engineparts, “Obsolete Parts”); PROVIDED, HOWEVER, provided that no such Optional Modification shall (i) alteration, modification, removal, sale, disposal or addition materially diminish diminishes the fair market valuevalue or utility of such Airframe, utilityEngine, Spare Engine, Propeller, or useful life of Spare Propeller below the Aircraft or any Engine below its fair market value, value or utility or useful life thereof immediately prior to such Optional Modification (alteration, modification, removal or addition assuming the Aircraft such Airframe, Engine, Spare Engine, Propeller or such Engine Spare Propeller was then in the condition required by the Lease immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness. Except as otherwise provided herein, title to all Parts (other than Removable Parts (as defined below)) incorporated or installed in or attached to the Aircraft, Airframe or such Engine as the result of such Optional Modification shall, without further act, vest in Lessor and become subject to this Lease. Notwithstanding anything to the contrary in this paragraph (d), Lessee or a Permitted Sublessee may, at any time during the Term, remove any Part (such Part being referred to herein as a "Removable Part") if (i) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Aircraft, Airframe or such Engine at the time of delivery thereof hereunder or any Part in replacement of, or substitution for, any such Part, (ii) such Part is not required to be incorporated or installed in or attached to the Aircraft, Airframe or such Engine pursuant to the terms of Section A of Exhibit E to the Lease, and (iii) such Part can be removed from the Aircraft, Airframe or such Engine without materially diminishing the fair market value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such removal not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereofof this Mortgage. Removable Parts In addition, the fair market value (but not the utility) of an Airframe, Engine, Spare Engine, Propeller or Spare Propeller may be leased from or financed reduced by third parties other than Lessor. Title the fair market value, if any, of Obsolete Parts which shall have been removed so long as the aggregate fair market value of all Obsolete Parts which shall have been removed and not replaced with respect to any Removable Part Aircraft shall be vested not exceed $100,000 in Lessee the aggregate. All Parts incorporated or such Permitted Sublesseeinstalled in or attached or added to an Airframe, and to the extent such Removable Part is leased from Engine. Spare Engine, Propeller, or financed by a third party other than Lessor, may be vested in such third-party lessor or financing party. Upon the removal by Lessee or such Permitted Sublessee of any Removable Part as above provided, title thereto shall remain vested in Lessee or such Permitted Sublessee or in such third-party lessor or financing party, Spare Propeller as the case may beresult of such alteration, and such Part shall no longer be deemed part modification or addition (except those parts which are excluded from the definition of the Aircraft, Airframe or such Engine from which it was removed. Title to any Removable Part not removed as above provided prior to the return of the Aircraft, Airframe or such Engine to Lessor hereunder Parts) shall, without further act, vest in Lessorbecome subject to the Lien of this Mortgage.

Alterations, Modifications and Additions. Lessee shallGrantor, or at its own expense, shall cause a Permitted Sublessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraftany Airframe, Airframe and each Engine any Engine, any Rotor, or any Rotor Blade as may be required to be made from time to time by Applicable Law and to meet the applicable standards of any airworthiness directives or any other standard of the FAA or other Aviation Authority having jurisdiction over the operation and any mandatory service bulletins of the Aircraftapplicable Manufacturer or the applicable Engine Manufacturer or in order to maintain the insurance required under Section 3.3(k) regardless of upon whom such requirements are, to the extent made mandatory in respect of the Aircraft (a "Mandatory Modification")by their terms, nominally imposed; PROVIDED, HOWEVER, provided that (1) Lessee's obligations are subject to Section C of the Letter Agreement and (2) Lessee or any Permitted Sublessee Grantor may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order such standard in any reasonable manner which does not materially adversely affect Lessor's interest in the Aircraft interests of Agent and does not involve any material risk (other than a de minimis risk) of sale, forfeiture or loss of any Aircraft, any Airframe, any Engine, any Rotor, any Rotor Blade, or the AircraftLien of this Security Agreement thereupon, any material risk of material civil penalty or any risk of criminal liability being imposed on LessorAgent, any other member of the Lender Group, or any Bank Product Provider. In addition, LesseeGrantor, at its own cost and expense, may, or may permit a Permitted Sublessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Aircraftany Airframe, Airframe any Engine, any Rotor, or any Engine (each an "Optional Modifica- tion") Rotor Blades as Lessee or such Permitted Sublessee Grantor may deem desirable in the proper conduct of its business, business including, without limitation, removal of Parts which Lessee Grantor deems are obsolete or no longer suitable or appropriate for use in the such Aircraft, Airframe such Airframe, such Engine, such Rotors, or such Engine; PROVIDEDRotor Blades, HOWEVER, provided further that no such Optional Modification shall (i) materially diminish alteration, modification or addition diminishes the fair market value, utility, or estimated residual value (with respect to the applicable Airframe only), condition, remaining useful life or airworthiness of such Airframe, such Engine, such Rotor, or such Rotor Blade below the Aircraft or any Engine below its fair market value, utility or utility, estimated residual value, condition, remaining useful life or airworthiness thereof immediately prior to such Optional Modification (alteration, modification or addition, assuming the Aircraft such Airframe, Engine, Rotor, or such Engine Rotor Blade was then in the condition required to be maintained by the Lease immediately prior to such Optional Modificationterms of this Security Agreement, except that the value (but not the utility, estimated residual value, condition, remaining useful life or airworthiness) or (ii) cause of the Aircraft to cease to have may be reduced by the applicable standard certificate value of airworthinessParts which Grantor has removed as permitted above. Except as otherwise provided herein, title to all All Parts (other than Removable Parts (as defined below)) incorporated or installed in or attached or added to the Aircraftany Airframe, Airframe any Engine, any Rotor, or such Engine any Rotor Blade as the result of such Optional Modification shallany alteration, modification or addition effected by Grantor shall become the property of Grantor and, without further act, vest in Lessor and become subject to the Lien of this Lease. Notwithstanding anything to the contrary in this paragraph (d)Security Agreement and shall be free and clear of any other Liens except Permitted Liens, Lessee or a Permitted Sublessee may, at any time during the Term, provided that Grantor may remove any Part (such Part being referred to herein as a "Removable Part") from the Airframe, any Engine, any Rotor, or any Rotor Blade if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the Aircraftsuch Airframe, Airframe such Engine, such Rotor, or such Engine Rotor Blade at the time of delivery thereof hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Aircraft, such Airframe or such Engine pursuant to the terms of Section A 3.3(g) or the first sentence of Exhibit E this Section 3.3(j) or pursuant to the Lease, terms of any insurance policies required to be carried hereunder or under any Applicable Law and (iii) such Part can be removed from the Aircraftsuch Airframe, Airframe such Engine, such Rotor, or such Engine Rotor Blade without materially diminishing or impairing the fair market value, utility or condition, utility, estimated residual value, remaining useful life or airworthiness which the Airframe such Airframe, Engine, Rotor, or such Engine Rotor Blade would have had at the time of removal had such removal alteration, modification or addition not occurred, been effected by Grantor assuming that such Airframe or Engine Aircraft was otherwise maintained in the condition and repair required to be maintained by the terms hereof. Removable Parts may be leased from or financed by third parties other than Lessor. Title to any Removable Part shall be vested in Lessee or such Permitted Sublessee, and to the extent such Removable Part is leased from or financed by a third party other than Lessor, may be vested in such third-party lessor or financing partythis Security Agreement. Upon the removal by Lessee or such Permitted Sublessee Grantor of any Removable such Part as above provided, title thereto shall shall, without further act, remain vested in Lessee or such Permitted Sublessee or in such third-party lessor or financing partyGrantor, as the case may be, free and clear of all rights of Agent and such Part shall no longer be deemed part of the Aircraft, Airframe or such Engine from which it was removed. Title to any Removable a Part not removed as above provided prior to the return of the Aircraft, Airframe or such Engine to Lessor hereunder shall, without further act, vest in Lessorhereunder.

Alterations, Modifications and Additions. Lessee The Owner shall, or shall cause a Permitted Sublessee Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required to be made from time to time to meet the applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the Aircraft, to the extent made mandatory in respect of the Aircraft (a "Mandatory Modification"); PROVIDED, PROVIDED HOWEVER, that (1) Lessee's obligations are subject to Section C of the Letter Agreement and (2) Owner or a Permitted Lessee or any Permitted Sublessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect LessorMortgagee's interest in the Aircraft and does not involve any material risk of sale, forfeiture or loss of the AircraftAircraft or the interest of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on LessorMortgagee or the holder of any Equipment Note. In addition, Lesseethe Owner, at its own cost and expense, may, or may permit a Permitted Sublessee Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to the Aircraft, Airframe or any Engine (each an "Optional Modifica- tionModification") as Lessee the Owner or such Permitted Sublessee Lessee may deem desirable in the proper conduct of its business, business including, without limitation, removal of Parts which Lessee Owner deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such Engine; PROVIDED, HOWEVERhowever, that no such Optional Modification shall (i) materially diminish the fair market value, utility, or useful life of the Aircraft or any Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by the Lease Trust Indenture immediately prior to such Optional Modification) or (ii) cause the Aircraft to cease to have the applicable standard certificate of airworthiness. Except as otherwise provided herein, title to all All Parts (other than Removable Parts (as defined below)) incorporated or installed in or attached to the Aircraft, any Airframe or such any Engine as the result of such Optional Modification shallany alteration, without further act, vest in Lessor modification or addition effected by the Owner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Lease. Notwithstanding anything to Trust Indenture; PROVIDED that the contrary in this paragraph (d), Owner or any Permitted Lessee or a Permitted Sublessee may, at any time during so long as the TermAirframe or any Engine is subject to the Lien of this Trust Indenture, remove any such Part (such Part being referred to herein as a "Removable PartREMOVABLE PART") from such Airframe or an Engine if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to the Aircraft, such Airframe or such any Engine at the time of delivery thereof hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Aircraft, such Airframe or such any Engine pursuant to the terms of Section A 4.02(d) or the first sentence of Exhibit E to the Lease, this Section 4.04(d) and (iii) such Part can be removed from the Aircraft, such Airframe or such any Engine without materially diminishing the fair market value, utility or remaining useful life which the such Airframe or such any Engine would have had at the time of removal had such removal not occurredbeen effected by the Owner, assuming that such Airframe or Engine the Aircraft was otherwise maintained in the condition required by this Trust Indenture and repair required such Removable Part had not been incorporated or installed in or attached to be maintained the Aircraft, Airframe or such Engine. Upon the removal by the terms hereofOwner of any such Part as above provided, title thereto shall, without further act, be free and clear of all rights of the Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by third parties other than Lessor. Title to any Removable Part shall be vested in Lessee or such Permitted Sublessee, and to the extent such Removable Part is leased from or financed by a third party other than Lessor, may be vested in such third-party lessor or financing party. Upon the removal by Lessee or such Permitted Sublessee of any Removable Part as above provided, title thereto shall remain vested in Lessee or such Permitted Sublessee or in such third-party lessor or financing party, as the case may be, and such Part shall no longer be deemed part of the Aircraft, Airframe or such Engine from which it was removed. Title to any Removable Part not removed as above provided prior to the return of the Aircraft, Airframe or such Engine to Lessor hereunder shall, without further act, vest in LessorMortgagee.

Alterations, Modifications and Additions. Lessee The Borrower shall, or shall cause a Permitted Sublessee Lessee to, make (or cause to be made) such alterations and modifications in and additions to the Aircraft, Airframe and each Engine as may be required from time to time to meet the by applicable standards of the FAA or other Aviation Authority having jurisdiction over the operation of the AircraftLaw, to the extent made mandatory in respect of the Aircraft (a "Mandatory ModificationMANDATORY MODIFICATION"); PROVIDED, HOWEVER, that (1) Lessee's obligations are subject to Section C of the Letter Agreement and (2) Lessee Borrower or any Permitted Sublessee Lessee may, in good faith and by appropriate procedure, contest the validity or application of any lawLaw, rule, regulation or order in any reasonable manner which does not materially adversely affect Lessor's interest in the Aircraft and involve any risk of criminal liability or material risk of material civil liability against Security Trustee or Lender, does not involve any a material risk of sale, forfeiture or loss of the Aircraft, any material risk of material civil penalty or any risk of criminal liability being imposed and does not adversely affect Security Trustee's Lien on Lessorthe Aircraft. In addition, Lesseeso long as no Payment Default or Event of Default shall have occurred and be continuing, the Borrower, at its own cost and expense, may, or may permit a Permitted Sublessee Lessee at its own cost and expense to, from time to time make such alterations and modifications in and additions to the Aircraft, Airframe or any Engine (each an "Optional Modifica- tionOPTIONAL MODIFICATION") as Lessee the Borrower or such Permitted Sublessee Lessee may deem desirable in the proper conduct of its business, including, without limitation, removal of Parts which the Borrower or such Permitted Lessee deems are obsolete or no longer suitable or appropriate for use in the Aircraft, Airframe or such EngineEngine ("OBSOLETE PARTS"); PROVIDED, HOWEVER, that (A) the aggregate value of such removed parts (based on their value on the Delivery Date) shall not exceed $1,250,000 and (B) no such Optional Modification shall (i) materially diminish the fair market value, utility, condition or useful life of the Aircraft or any Engine below its fair market value, utility utility, condition or useful life immediately prior to such Optional Modification (assuming the Aircraft or such Engine was in the condition required by the Lease this Agreement immediately prior to such Optional Modification) ), or (ii) cause the Aircraft to cease to have the applicable a standard certificate of airworthinessairworthiness issued under FAA Regulations Parts 21 and 121 13 and cease to be eligible for operation under FAA Regulations Part 121. Except as otherwise provided herein, title to all Parts (other than Removable Parts (as defined below)) incorporated or installed in or attached to the Aircraft, Airframe or such Engine as the result of such Optional Modification shall, without further act, vest in Lessor and become subject to the Lien of this LeaseAgreement. Notwithstanding anything to the contrary in this paragraph (dSection 3.3(j), Lessee the Borrower or a Permitted Sublessee Lessee may, at any time during the Termtime, remove any Part (such Part being referred to herein as a "Removable PartREMOVABLE PART") if (i) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Aircraft, Airframe or such Engine at the time of delivery thereof hereunder or any Part in replacement of, or substitution for, any such Parthereunder, (ii) such Part is not required to be incorporated or installed in or attached to the Aircraft, Airframe or such Engine pursuant to the terms of Section A of Exhibit E to the LeaseSections 3.3(g) or (h), and (iii) such Part can be removed from the Aircraft, Airframe or such Engine without materially diminishing causing damage to the fair market value, utility Aircraft or remaining useful life which any Engine that is not repaired by the Airframe or such Engine would have had at Borrower. The Borrower shall be responsible for the time cost of removal had any such removal not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereofof any such damage. Removable Parts may be leased from or financed by third parties other than Lessorparties. Title Notwithstanding anything to the contrary contained herein, title to any Removable Part shall be vested in Lessee or such Permitted Sublessee, and to the extent such Removable Part is so leased from or financed by a third party other than Lessor, may be shall remain vested in such third-party lessor or financing party. Upon the removal by Lessee Borrower or such Permitted Sublessee Lessee of any Removable Part or Obsolete Part as above provided, title thereto shall remain vested in Lessee or such Permitted Sublessee or in such third-party lessor or financing party, as the case may be, and such Part shall no longer be deemed part a Part hereunder and shall be free and clear of all rights of the Aircraft, Airframe or such Engine from which it was removed. Title to any Removable Part not removed as above provided prior to the return of the Aircraft, Airframe or such Engine to Lessor hereunder shall, without further act, vest in LessorSecurity Trustee.