Common use of ALTERATIONS AND MODIFICATIONS Clause in Contracts

ALTERATIONS AND MODIFICATIONS. (a) Provided that no Event of Default has occurred and is continuing, Lessee shall be entitled to make or permit any modifications or additions to the Aircraft (each a “Change”) provided that such modification shall not: (i) effect or alter the character, performance, specifications, substance or configuration of the Aircraft or the Aircraft structure or electrical systems; or (ii) diminish the marketability, value, utility, condition or airworthiness of the Aircraft; or (iii) result in any change in the category or status of the Aircraft for purposes of any rules or regulations of the State of Registration, or of the Aviation Authority; or (iv) be in an amount in excess of Maximum Change Amount without Lessor’s prior written approval, unless expressly authorised or required by this Agreement. For the avoidance of doubt, (x) compliance with Airworthiness Directives, Mandatory Regulatory Requirements, changes required by the Aviation Authority and OEM service bulletins shall not be construed as Changes and shall be complied with in accordance with Clause 10.1 and (y) Maximum Change Amount shall be based on the actual cost of the incorporation of such Change to the Aircraft, assuming the cost of such Change was obtained, contracted or performed on an arm’s length basis with no favourable treatment or discount applied. (b) So long as no Event of Default has occurred and is continuing, Lessee may remove or permit the removal of any Change if it can be removed from the Aircraft without diminishing or impairing the marketability, value, utility, condition or airworthiness of the Aircraft and the Parts comprising the Change are not required to be installed on or attached to the Aircraft in order to comply with any other provision of this Agreement. (c) Title to such Change shall be vested in and remain with Lessor unless and until such Change is removed from the Aircraft in accordance with subclause (b) above. Lessee will take such actions and execute such documents as may be necessary to ensure such title has properly vested with Lessor.

ALTERATIONS AND MODIFICATIONS. (a) Provided that On and after the Closing Date (i) each Lessee, at its own cost and expense, shall make or cause to be made alterations, renovations, improvements and additions to the Equipment leased by it (or any Part thereof and substitutions and replacements therefor (collectively, “Modifications”)) which are (A) necessary to repair or maintain such Equipment in the condition required by Section 9.1; (B) necessary in order for such Equipment to be in compliance in all material respects with Applicable Laws or Insurance Requirements; or (C) necessary or advisable to restore such Equipment to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIV; and (ii) so long as no Lease Event of Default or Lease Default has occurred and is continuing, Lessee shall be entitled to make such Lessee, at its own cost and expense, may undertake, or cause or permit to be undertaken, Modifications to such Equipment so long as such Modifications comply with Applicable Laws and with Section 9.1 and subsection (b) of this Section 10.1. (b) The making of any modifications or additions to Modifications must be in compliance with the Aircraft (each a “Change”) provided that such modification shall notfollowing requirements: (i) effect No such Modifications in respect of any Equipment with a cost exceeding $250,000 shall be made or alter undertaken except upon not less than thirty (30) days’ prior written notice to Lessor (except in the character, performance, specifications, substance or configuration case of the Aircraft or the Aircraft structure or electrical systems; oran emergency). (ii) diminish the marketability, value, utility, condition No Lessee shall make or airworthiness cause or permit to be made any Modifications in violation of the Aircraft; orterms of any restriction, condition, covenant or other similar matter affecting title to or interests in, or binding on, any of the Equipment or that cause any of the Equipment to be suitable for use only by one or more of the Lessees. (iii) result in any change No Modifications shall be undertaken until the applicable Lessee shall have procured and paid for (or shall have caused to be procured and paid for), so far as the same may be required from time to time, all required permits and authorizations relating to such Modifications of all Governmental Agencies having jurisdiction over the applicable Equipment. Lessor, at Lessees’ expense, shall join in the category application for any such permit or status of the Aircraft for purposes of authorization and execute and deliver any rules document in connection therewith, whenever such joinder is necessary or regulations of the State of Registration, or of the Aviation Authority; oradvisable. (iv) The Modifications shall be completed in an amount a good and workmanlike manner and in excess of Maximum Change Amount without Lessor’s prior written approval, unless expressly authorised compliance in all material respects with all Applicable Laws then in effect and the standards imposed by any insurance policies required to be maintained hereunder or required by this Agreement. For the avoidance of doubt, (x) compliance with Airworthiness Directives, Mandatory Regulatory Requirements, changes required by the Aviation Authority manufacturer in order to maintain all warranties in full force and OEM service bulletins shall effect. (v) All Modifications shall, when completed, be of such a character as to not be construed as Changes and shall be complied with in accordance with Clause 10.1 and (y) Maximum Change Amount shall be based on adversely affect the actual cost Fair Market Value, utility, remaining economic useful life or residual value of the incorporation affected Equipment from the Fair Market Value, utility, remaining economic useful life or residual value thereof immediately prior to the making thereof or, in the case of Modifications being made by virtue of a Casualty or Condemnation, immediately prior to the occurrence of such Change Casualty or Condemnation; provided, that with respect to any Modification made to meet the requirements of any Applicable Law, or any Governmental Agency having jurisdiction or any insurance policy required hereunder, the applicable Lessee may make such Modification (a “Nonconforming Modification”) without regard to any decrease in the Fair Market Value, utility, remaining economic useful life or residual value of the affected Equipment, but only to the Aircraftextent that such Lessee has made commercially reasonable efforts to minimize such decrease. If such Modifications in respect of any of the Equipment have a cost exceeding $5,000,000 and if requested by Collateral Agent on behalf of the Required Lenders, assuming Lessor may engage the Appraiser at Lessees’ sole cost and expense, to determine (by appraisal or other methods satisfactory to Collateral Agent on behalf of the Required Lenders) the projected Fair Market Value of the affected Equipment as of the completion of the Modifications relating thereto. (vi) Each Lessee shall have made or caused to have been made adequate arrangements for payment of the cost of such Change was obtained, contracted all Modifications when due so that the affected Equipment shall at all times be free of Liens for labor and materials supplied or performed on an arm’s length basis with no favourable treatment or discount applied. (b) So long as no Event of Default has occurred and is continuing, Lessee may remove or permit the removal of any Change if it can be removed from the Aircraft without diminishing or impairing the marketability, value, utility, condition or airworthiness of the Aircraft and the Parts comprising the Change are not required claimed to be installed on or attached to the Aircraft in order to comply with any other provision of this Agreement. (c) Title have been supplied to such Change shall be vested in and remain with Lessor unless and until such Change is removed from the Aircraft in accordance with subclause (b) above. Lessee will take such actions and execute such documents as may be necessary to ensure such title has properly vested with LessorEquipment, other than Permitted Liens.

ALTERATIONS AND MODIFICATIONS. (a) Provided that On and after the Advance Date (i) each Lessee, at its own cost and expense, shall make or cause to be made alterations, renovations, improvements and additions to the Equipment leased by it (or any Part thereof and substitutions and replacements therefor (collectively, "Modifications")) which are (A) necessary to repair or maintain such Equipment in the condition required by Section 9.1; (B) necessary in order for such Equipment to be in compliance in all material respects with Applicable Laws or Insurance Requirements; or (C) necessary or advisable to restore such Equipment to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIV; and (ii) so long as no Lease Event of Default or Lease Default has occurred and is continuing, Lessee shall be entitled to make such Lessee, at its own cost and expense, may undertake, or cause or permit to be undertaken, Modifications to such Equipment so long as such Modifications comply with Applicable Laws and with Section 9.1 and subsection (b) of this Section 10.1. (b) The making of any modifications or additions to Modifications must be in compliance with the Aircraft (each a “Change”) provided that such modification shall notfollowing requirements: (i) effect No such Modifications in respect of any Equipment with a cost exceeding $250,000 shall be made or alter undertaken except upon not less than thirty (30) days' prior written notice to Lessor (except in the character, performance, specifications, substance or configuration case of the Aircraft or the Aircraft structure or electrical systems; oran emergency). (ii) diminish the marketability, value, utility, condition No Lessee shall make or airworthiness cause or permit to be made any Modifications in violation of the Aircraft; orterms of any restriction, condition, covenant or other similar matter affecting title to or interests in, or binding on, any of the Equipment or that cause any of the Equipment to be suitable for use only by one or more of the Lessees. (iii) result in any change No Modifications shall be undertaken until the applicable Lessee shall have procured and paid for (or shall have caused to be procured and paid for), so far as the same may be required from time to time, all required permits and authorizations relating to such Modifications of all Governmental Agencies having jurisdiction over the applicable Equipment. Lessor, at Lessees' expense, shall join in the category application for any such permit or status of the Aircraft for purposes of authorization and execute and deliver any rules document in connection therewith, whenever such joinder is necessary or regulations of the State of Registration, or of the Aviation Authority; oradvisable. (iv) The Modifications shall be completed in an amount a good and workmanlike manner and in excess of Maximum Change Amount without Lessor’s prior written approval, unless expressly authorised compliance in all material respects with all Applicable Laws then in effect and the standards imposed by any insurance policies required to be maintained hereunder or required by this Agreement. For the avoidance of doubt, (x) compliance with Airworthiness Directives, Mandatory Regulatory Requirements, changes required by the Aviation Authority manufacturer in order to maintain all warranties in full force and OEM service bulletins shall effect. (v) All Modifications shall, when completed, be of such a character as to not be construed as Changes and shall be complied with in accordance with Clause 10.1 and (y) Maximum Change Amount shall be based on adversely affect the actual cost Fair Market Value, utility, remaining economic useful life or residual value of the incorporation affected Equipment from the Fair Market Value, utility, remaining economic useful life or residual value thereof immediately prior to the making thereof or, in the case of Modifications being made by virtue of a Casualty or Condemnation, immediately prior to the occurrence of such Change Casualty or Condemnation; provided, that with respect to any Modification made to meet the requirements of any Applicable Law, or any Governmental Agency having jurisdiction or any insurance policy required hereunder, the applicable Lessee may make such Modification (a "Nonconforming Modification") without regard to any decrease in the Fair Market Value, utility, remaining economic useful life or residual value of the affected Equipment, but only to the Aircraftextent that such Lessee has made commercially reasonable efforts to minimize such decrease. If such Modifications in respect of any of the Equipment have a cost exceeding $5,000,000 and if requested by Collateral Agent on behalf of the Required Participants, assuming Lessor may engage the Appraiser at Lessees' sole cost and expense, to determine (by appraisal or other methods satisfactory to Collateral Agent on behalf of the Required Participants) the projected Fair Market Value of the affected Equipment as of the completion of the Modifications relating thereto. (vi) Each Lessee shall have made or caused to have been made adequate arrangements for payment of the cost of such Change was obtained, contracted all Modifications when due so that the affected Equipment shall at all times be free of Liens for labor and materials supplied or performed on an arm’s length basis with no favourable treatment or discount applied. (b) So long as no Event of Default has occurred and is continuing, Lessee may remove or permit the removal of any Change if it can be removed from the Aircraft without diminishing or impairing the marketability, value, utility, condition or airworthiness of the Aircraft and the Parts comprising the Change are not required claimed to be installed on or attached to the Aircraft in order to comply with any other provision of this Agreement. (c) Title have been supplied to such Change shall be vested in and remain with Lessor unless and until such Change is removed from the Aircraft in accordance with subclause (b) above. Lessee will take such actions and execute such documents as may be necessary to ensure such title has properly vested with LessorEquipment, other than Permitted Liens.

ALTERATIONS AND MODIFICATIONS. (a) Provided that no Event of Default has occurred and is continuing, Lessee Borrower shall be entitled to make or permit any cause to be ----------------------------- made all alterations and modifications or in and additions to the Aircraft as are required from time to time to meet the requirements of the FAA or (each a “Change”except to the extent being contested by Borrower in good faith and by appropriate proceedings, and only so long as non-compliance does not pose any material risk of the loss, forfeiture, or grounding of the Aircraft) other governmental authority having jurisdiction over any Item or Borrower. In addition, Borrower or any Permitted Lessee may from time to time make alterations and modifications in and additions to any Item as it deems desirable in the proper conduct of its business, provided that no such modification shall not: alteration, modification, or addition (i) effect or alter decreases the character, performance, specifications, substance or configuration of the Aircraft or the Aircraft structure or electrical systems; or (ii) diminish the marketability, value, utility, condition or airworthiness remaining useful life of the Aircraft; or (iii) result Aircraft in any change material respect below its then-current value, utility, and remaining useful life assuming that the Aircraft is at such time in the category condition and repair as required by the terms hereof (unless such alteration, modification, or status addition is required to comply with the first sentence of this Section 4.03) or (ii) adversely affects the eligibility of the Aircraft for purposes of any rules or regulations of the State of Registration, or of the Aviation Authority; or a Standard Airworthiness Certificate (iv) be in an amount in excess of Maximum Change Amount without Lessor’s prior written approval, unless expressly authorised or required by this AgreementTransport Category). For the avoidance of doubt, (x) compliance with Airworthiness Directives, Mandatory Regulatory Requirements, changes required by the Aviation Authority and OEM service bulletins Lender shall not be construed as Changes and shall be complied with in accordance with Clause 10.1 and (y) Maximum Change Amount shall be based on bear any liability whatsoever for the actual cost alteration or modification of the incorporation of such Change or addition to the Aircraft, assuming whether in the cost event of grounding or suspension of certificates or for any other cause whatsoever. All Parts incorporated in the Aircraft as the result of such Change was obtainedalteration, contracted modification, or performed on an arm’s length basis with no favourable treatment or discount applied. addition (b) So other than Parts referred to in the following provisions and Parts that are subject to a pooling arrangement permitted by Section 3.03), without further act, shall bear any subject to the Lien of this Mortgage; provided, that so long as no Event of Financial Default has occurred and is continuingexists, Lessee Borrower may remove and not replace any such Part that (x) is in addition to, and not in replacement of or permit in substitution for, any Part incorporated in such Item on the removal Closing Date (or any Part in replacement of or substitution for any Change if it can be removed from the Aircraft without diminishing or impairing the marketabilitysuch Part), value, utility, condition or airworthiness of the Aircraft and the Parts comprising the Change are (y) is not required to be installed on or attached incorporated in such Item pursuant to the Aircraft in order to comply with terms of Section 4.02 or any other provision of this Agreement. Mortgage, and (cz) Title to such Change shall can be vested in and remain with Lessor unless and until such Change is removed from such Item without diminishing the Aircraft in accordance with subclause (b) abovevalue, utility, or remaining useful life that such Item would have had at such time had such alteration, modification, or addition not occurred. Lessee will take Upon the removal by Borrower of any such actions Part as above provided, such Part shall not be subject to the Lien of this Mortgage and execute such documents as may shall not be necessary to ensure such title has properly vested with Lessora Part hereunder.

ALTERATIONS AND MODIFICATIONS. (a) Provided that no Event of Default has occurred and is continuing, Lessee shall be entitled to make or permit any cause to be ----------------------------- made such alterations and modifications or in and additions to the Airframe and each Engine as may be required from time to time to meet applicable requirements of the FAA and any other governmental authority with jurisdiction (domestic or foreign) over the Aircraft. Lessee or any Permitted Sublessee may in good faith contest the validity or application of any such requirements in any reasonable manner which does not adversely affect Lessor's title or interest in the Aircraft or the Lien of the Indenture or incur a risk of the assertion of criminal charges against Owner Participant or Lessor. In addition, Lessee or, with Lessee's approval, any such Permitted Sublessee, at its own expense, may from time to time make such alterations and modifications, including removal (without replacement) of Parts which Lessee or such Permitted Sublessee deems obsolete or no longer appropriate or suitable for use in the Airframe or such Engine, and additions to the Airframe and each a “Change”) provided that Engine as Lessee or such modification shall not: (i) effect Permitted Sublessee may in its reasonable judgment deem desirable in the proper conduct of its business so long as such alterations, modifications, removals or alter additions do not materially decrease the charactervalue, performance, specifications, substance utility or configuration remaining useful life of the Aircraft or cause the Aircraft structure to become limited use property within the meaning of Revenue Procedure 76-30 except that Lessee may in any event remove any Part from the Aircraft, so long as it replaces such removed Part with a Part equivalent to the corresponding Part installed on the Aircraft as of the Delivery Date. Lessee shall monitor the removal of Parts in a manner sufficient to comply with the foregoing. Title to each Part incorporated or electrical systemsinstalled in or attached or added to the Airframe or such Engine as the result of such alteration, modification, removal or addition shall remain in Lessee or such Permitted Sublessee, as the case may be, and may be removed at any time during the Term; or provided that (i) such Part is in addition to, and not in replacement of or -------- substitution for, any Part originally incorporated or installed in or attached or added to the Airframe or such Engine at the time of the delivery thereof hereunder or any Part in replacement of, or substitution for, any such Part, (ii) diminish such Part is not required to be incorporated or installed in or attached to the marketabilityAirframe or such Engine pursuant to the terms of Section 7 or the first sentence of this paragraph (c), value, utility, condition or airworthiness of the Aircraft; or (iii) result in any change in the category or status of the Aircraft for purposes of any rules or regulations of the State of Registration, or of the Aviation Authority; or (iv) be in an amount in excess of Maximum Change Amount without Lessor’s prior written approval, unless expressly authorised or required by this Agreement. For the avoidance of doubt, (x) compliance with Airworthiness Directives, Mandatory Regulatory Requirements, changes required by the Aviation Authority and OEM service bulletins shall not be construed as Changes and shall be complied with in accordance with Clause 10.1 and (y) Maximum Change Amount shall be based on the actual cost of the incorporation of such Change to the Aircraft, assuming the cost of such Change was obtained, contracted or performed on an arm’s length basis with no favourable treatment or discount applied. (b) So long as no Event of Default has occurred and is continuing, Lessee may remove or permit the removal of any Change if it Part can be removed from the Aircraft Airframe or such Engine without diminishing the value, remaining useful life or utility of the Airframe or the value or utility of such Engine and without impairing the marketabilityairworthiness which the Airframe would have had at such time had such alteration, valuemodification, utilityremoval or addition not occurred, assuming the Aircraft or such Engine was otherwise maintained in the condition required by the terms of this Lease, (iv) the cost of such Part was not paid by Lessor and (v) no Event of Default shall have occurred and be continuing. Title to all other such Parts shall, without further act, vest in Lessor. Upon the removal of any Part title to which is retained by Lessee or airworthiness any Permitted Sublessee, Lessee shall promptly repair any damage to the Airframe or Engine from which it was removed which resulted from such removal and such Part shall no longer be deemed part of the Aircraft Airframe or such Engine from which it was removed. Any Part not removed as provided above prior to the return to Lessor (including pursuant to the exercise of remedies under Section 15) of the Airframe or such Engine including such Part shall, without further act, become the property of Lessor free and the Parts comprising the Change are not required clear of all Liens except Permitted Liens. Title to be any auxiliary fuel tanks installed on the Airframe at the time of delivery of the Airframe from the Manufacturer to Seller shall, whether or attached not such tanks are from time to time installed on the Aircraft in order to comply with any other provision of this Agreement. (c) Title to such Change shall Airframe, be vested in and remain with Lessor unless and until such Change is removed from time, if any, as such tanks (1) become unnecessary to operate the Aircraft at the range specified by the Manufacturer in accordance with subclause the Purchase Agreement and (b2) above. Lessee will take such actions and execute such documents as may be necessary to ensure such title has properly vested with Lessorare not otherwise required modifications under this Section 8.