Common use of Alterations, Modifications and Additions Clause in Contracts

Alterations, Modifications and Additions. Except as otherwise required by SECTION 11.1 or by this SECTION 11.6, 21 Sublessee shall not make any alterations, modifications or, additions to the Aircraft without the prior written consent of Sublessor which approval shall not be unreasonably withheld or delayed, PROVIDED, HOWEVER Sublessee shall make, or shall cause to be made, at no expense to Sublessor or Lessor, such alterations and modifications in and additions to the Aircraft as may be required from time to time by the FAA or other Governmental Body having jurisdiction or as may be required by Applicable Law as a condition to the use of the Aircraft in ordinary commercial passenger service, and FURTHER, PROVIDED, Sublessee may, at its own expense and subject to compliance with the requirements of Revenue Procedure 79-48, 1979-2 C.B. 529 from time to time make such alterations, modifications or additions to the Aircraft as Sublessee may deem desirable in the proper conduct of its business, so long as such alteration, modification or addition does not diminish the value, utility or remaining useful life of such item, or impair the condition and airworthiness thereof, below the value, utility, remaining useful life, condition and airworthiness thereof immediately prior to such alteration, modification or addition based upon the assumption that such item was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this Sublease; but if the cost of such alteration, modification or improvement exceeds $75,000 and is not required by this SECTION 11 and is neither safety-related nor, severable as defined in SECTION 4(4). 02 of Revenue Procedure 75-21, as modified by Revenue Procedure 79-48; and is not described in subparagraph (ii) of SECTION 4(4).03 (c) of Revenue Procedure 75-21, 1975-1 C.B. 715 as modified by Revenue Procedure 79-48, such alteration, modification or addition shall not be made without the prior written consent of Sublessor which shall not be given without receipt by Sublessor of written consent of Lessor and Lender, and otherwise in compliance with the requirements of SECTION 4(4).03(c) of Revenue Procedure 75-21, as modified by Revenue Procedure 79-48. Sublessor may condition such consent on the agreement by Sublessee at its sole expense to remove such alterations, modifications or additions and to restore the Aircraft to its original condition upon the expiration or termination of this Sublease. Title to all Parts incorporated in the Aircraft as the result of any alteration, modification or addition made as contemplated in this SECTION 11.6 shall, except as provided in Revenue Procedure 79-48, without further act, vest in Lessor, and in either case, shall become subject to this Sublease. So long as no Default or Event of Default exists, or if such Default exists but has not matured into an Event of Default and Sublessor has not withheld its consent (which Sublessor agrees it will not unreasonably withhold), upon a written request from Sublessee, Sublessee may remove any such Part if (i) such part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or intended to be incorporated in the Aircraft at the time of delivery thereof hereunder or any Part in replacement of, or substitution for, any such original Part, unless such original Part is removed and returned pursuant to SECTION 11, (ii) such Part is not required to 22 be incorporated in the Aircraft pursuant to SECTION 11 OR 19, and (iii) such Part can be removed without diminishing or impairing the value, utility, appearance, remaining useful life, condition or airworthiness which the Aircraft would have had at such time had such alteration, modification or addition not occurred. Upon any such removal, title to such Part shall, without further act, vest in the Sublessee, free of the Lien of the Loan Agreement, Lessor Liens and Sublessor Liens, and such Part shall no longer be deemed to be a Part hereunder. Any Part not so removed prior to the return to Sublessor hereunder of the Aircraft shall remain the property of Lessor and subject to this Sublease. Sublessee shall provide Sublessor and Lessor not less than one hundred eighty (180) days prior to the end of the Term, with a list of all Parts which Sublessee believes it is entitled to and intends to remove at such expiration date or termination. Sublessor or Lessor shall have the option, exercisable upon written notice given to Sublessee not more than ninety (90) days and not less than thirty (30) days prior to the expiration of this Sublease, or upon termination of this Sublease under SECTION 18, to purchase for cash any and all such Parts which may be owned by Sublessee at the expiration or other termination of this Sublease for an amount equal to the Fair Market Sale Value thereof at such time. Sublessee shall cause all Parts owned by it during the Term of this Sublease to remain free and clear of all Liens except Permitted Liens.

Alterations, Modifications and Additions. Except as otherwise required by SECTION 11.1 Owner, at its own expense, will make (or by this SECTION 11.6, 21 Sublessee shall not make any alterations, modifications or, additions to the Aircraft without the prior written consent of Sublessor which approval shall not be unreasonably withheld or delayed, PROVIDED, HOWEVER Sublessee shall make, or shall cause to be made, at no expense to Sublessor or Lessor, ) such alterations and modifications in and additions to the Aircraft Airframe and Engines as may be required from time to time by to meet the applicable standards of the FAA or any applicable regulatory agency or body of any other Governmental Body having jurisdiction or in which the Aircraft may then be registered as may be required permitted by Applicable Law as a condition to the use Section 7(b) of the Aircraft Series G Participation Agreement; provided, however, that Owner (or, if a Lease is then in ordinary commercial passenger serviceeffect, and FURTHERany Lessee) may, PROVIDEDin good faith, Sublessee maycontest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not adversely affect the Indenture Trustee. In addition, Owner (or any Lessee), at its own expense and subject to compliance with the requirements of Revenue Procedure 79-48expense, 1979-2 C.B. 529 may from time to time add further parts or accessories and make such alterations, alterations and modifications or in and additions to the Aircraft Airframe or any Engine as Sublessee Owner (or any Lessee) may deem desirable in the proper conduct of its business, so long as including, without limitation, removal of Parts which Owner (or any Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, "Obsolete Parts"); provided that no such alteration, modification or addition does not shall materially diminish the value, utility or remaining useful life of the Airframe or such item, or impair the condition and airworthiness thereof, Engine below the value, utility, utility or remaining useful life, condition and airworthiness life thereof immediately prior to such alteration, modification or addition based upon [(it being agreed that the assumption modification that makes an Engine a CFM 56-5B-5/P engine shall be deemed not to diminish the value, utility and remaining useful life of an Engine)]3, assuming the Airframe or such item Engine was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this Sublease; Indenture, except that the value (but if not the cost utility or remaining useful life) of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced shall not exceed $350,000 in aggregate value at the time of removal. Owner (or any Lessee) may remove or suffer to be removed any Part incorporated or installed in or attached or added to the Airframe or an Engine as the result of any such alteration, modification or improvement exceeds $75,000 and is not required by this SECTION 11 and is neither safety-related noraddition, severable as defined in SECTION 4(4). 02 of Revenue Procedure 75-21, as modified by Revenue Procedure 79-48; and is not described in subparagraph (ii) of SECTION 4(4).03 (c) of Revenue Procedure 75-21, 1975-1 C.B. 715 as modified by Revenue Procedure 79-48, provided that such alteration, modification or addition shall not be made without the prior written consent of Sublessor which shall not be given without receipt by Sublessor of written consent of Lessor and Lender, and otherwise in compliance with the requirements of SECTION 4(4).03(c) of Revenue Procedure 75-21, as modified by Revenue Procedure 79-48. Sublessor may condition such consent on the agreement by Sublessee at its sole expense to remove such alterations, modifications or additions and to restore the Aircraft to its original condition upon the expiration or termination of this Sublease. Title to all Parts incorporated in the Aircraft as the result of any alteration, modification or addition made as contemplated in this SECTION 11.6 shall, except as provided in Revenue Procedure 79-48, without further act, vest in Lessor, and in either case, shall become subject to this Sublease. So long as no Default or Event of Default exists, or if such Default exists but has not matured into an Event of Default and Sublessor has not withheld its consent (which Sublessor agrees it will not unreasonably withhold), upon a written request from Sublessee, Sublessee may remove any such additional Part if (i) such part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or intended installed in or attached to be incorporated in the Aircraft Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, or substitution for, any such original Part, unless such original Part is removed and returned pursuant to SECTION 11, (ii) such Part is not required to 22 be incorporated or installed in or attached or added to the Aircraft Airframe or any Engine pursuant to SECTION 11 OR 19, the terms of Section 7.02 or the first sentence of this paragraph (c) and (iii) such Part can be removed from the Airframe or such Engine without diminishing or impairing the value, utility, appearance, utility or remaining useful life, condition or airworthiness life which the Aircraft Airframe or such Engine would have had at such the time of removal had such alteration, modification or addition not occurred. Upon the removal by Owner (or Lessee) of any such removalPart as provided above, title to such Part shall, without further act, vest in the Sublessee, free of the Lien of the Loan Agreement, Lessor Liens and Sublessor Liens, and such Part shall no longer be deemed to be a Part hereunder. Any Part not so removed prior to the return to Sublessor hereunder part of the Airframe or Engine from which it was removed. ------------------- 3 For A319 Aircraft shall remain the property of Lessor and subject to this Sublease. Sublessee shall provide Sublessor and Lessor not less than one hundred eighty (180) days prior to the end of the Term, with a list of all Parts which Sublessee believes it is entitled to and intends to remove at such expiration date or termination. Sublessor or Lessor shall have the option, exercisable upon written notice given to Sublessee not more than ninety (90) days and not less than thirty (30) days prior to the expiration of this Sublease, or upon termination of this Sublease under SECTION 18, to purchase for cash any and all such Parts which may be owned by Sublessee at the expiration or other termination of this Sublease for an amount equal to the Fair Market Sale Value thereof at such time. Sublessee shall cause all Parts owned by it during the Term of this Sublease to remain free and clear of all Liens except Permitted Liensonly.

Alterations, Modifications and Additions. Except as otherwise required by SECTION 11.1 or by this SECTION 11.6, 21 Sublessee Lessee shall not make any alterations, modifications or, or additions to the Aircraft without the prior written consent of Sublessor Lessor which approval shall not be unreasonably withheld or delayed, PROVIDED, HOWEVER Sublessee Lessee shall make, or shall cause to be made, at no expense to Sublessor or Lessor, such alterations and modifications in and additions to the Aircraft as may be required from time to time by the FAA or other Governmental Body having jurisdiction or as may be required by Applicable Law as a condition to the use of the Aircraft in ordinary commercial passenger service, ; and FURTHER, PROVIDED, Sublessee Lessee may, at its own expense and subject to compliance with the requirements of Revenue Procedure 79-48, 1979-2 C.B. 529 from time to time make such alterations, modifications or additions to the Aircraft as Sublessee Lessee may deem desirable in the proper conduct of its business, so long as such alteration, modification or addition does not diminish the value, utility or remaining useful life of such item, or impair the condition and airworthiness thereof, below the value, utility, remaining useful life, condition and airworthiness thereof immediately prior to such alteration, modification or addition based upon the assumption that such item was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this SubleaseLease; but if the cost of such alteration, modification or improvement exceeds $75,000 and is not required by this SECTION 11 and is neither safety-related nor, nor severable as defined in SECTION 4(4). 02 Section 4(4).02 of Revenue Procedure 75-21, as modified by Revenue Procedure 79-48; , and is not described in subparagraph (ii) of SECTION 4(4).03 (cSection 4(4).03(C) of Revenue Procedure 75-21, 1975-1 C.B. 715 as modified by Revenue Procedure 79-48, such alteration, modification or addition shall not be made without the prior written consent of Sublessor which shall not be given without receipt by Sublessor of written consent of Lessor and LenderLessor, and otherwise in compliance with the requirements of SECTION 4(4).03(cSection 4(4).03(C) of Revenue Procedure 75-21, as modified by Revenue Procedure 79-48. Sublessor Lessor may condition such consent on the agreement by Sublessee Lessee at its sole expense to remove such alterations, modifications or additions and to restore the Aircraft to its original condition upon the expiration or termination of this SubleaseLease. Title to all Parts incorporated in the Aircraft as the result of any alteration, modification or addition made as contemplated in this SECTION 11.6 shall, except as provided in Revenue Procedure 79-48, without further act, vest in Lessor, and in either case, shall become subject to this SubleaseLease. So long as no Default or Event of Default exists, or if such Default exists but has not matured into an Event of Default and Sublessor Lessor has not withheld its consent (which Sublessor Lessor agrees it will not unreasonably withhold), upon a written request from SublesseeLessee, Sublessee Lessee may remove any such Part if (i) such part Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or intended to be incorporated in the Aircraft at the time of delivery thereof hereunder or any Part in replacement of, or substitution for, any such original Part, unless such original Part is removed and returned pursuant to SECTION 11, (ii) such Part is not required to 22 be incorporated in the Aircraft pursuant to SECTION 11 OR 19, and (iii) such Part can be removed without diminishing or impairing the value, utility, appearance, remaining useful life, condition or airworthiness which the Aircraft would have had at such time had such alteration, modification or addition not occurred. Upon any such removal, title to such Part shall, without further act, vest in the SublesseeLessee, free of the Lien of the Loan Agreement, Lessor Liens and Sublessor Liens, and such Part shall no longer be deemed to be a Part hereunder. Any Part not so removed prior to the return to Sublessor Lessor hereunder of the Aircraft shall remain the property of Lessor and subject to this SubleaseLease. Sublessee Lessee shall provide Sublessor and Lessor not less than one hundred eighty (180) days prior to the end of the Term, with a list of all Parts which Sublessee Lessee believes it is entitled to and intends to remove at such expiration date or termination. Sublessor or Lessor shall have the option, exercisable upon written notice given to Sublessee Lessee not more than ninety (90) days and not less than thirty (30) days prior to the expiration of this SubleaseLease, or upon termination of this Sublease Lease under SECTION 18, to purchase for cash any and all such Parts which may be owned by Sublessee Lessee at the expiration or other termination of this Sublease Lease for an amount equal to the Fair Market Sale Value thereof at such time. Sublessee Lessee shall cause all Parts owned by it during the Term of this Sublease Lease to remain free and clear of all Liens except Permitted Liens.

Alterations, Modifications and Additions. Except as otherwise required by SECTION 11.1 or by this SECTION 11.6, 21 Sublessee Lessee shall not make any alterations, modifications or, or additions to the Aircraft without the prior written consent of Sublessor Lessor which approval shall not be unreasonably withheld or delayed, PROVIDED, HOWEVER Sublessee Lessee shall make, or shall cause to be made, at no expense to Sublessor or Lessor, such alterations and modifications in and additions to the Aircraft as may be required from time to time by the FAA or other Governmental Body having jurisdiction or as may be required by Applicable Law as a condition to the use of the Aircraft in ordinary commercial passenger service, ; and FURTHER, PROVIDED, Sublessee Lessee may, at its own expense and subject to compliance with the requirements of Revenue Procedure 79-48, 1979-2 C.B. 529 from time to time make such alterations, modifications or additions to the Aircraft as Sublessee Lessee may deem desirable in the proper conduct of its business, so long as such alteration, modification or addition does not diminish the value, utility or remaining useful life of such item, or impair the condition and airworthiness thereof, below the value, utility, remaining useful life, condition and airworthiness thereof immediately prior to such alteration, modification or addition based upon the assumption that such item was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this SubleaseLease; but if the cost of such alteration, modification or improvement exceeds $75,000 and is not required by this SECTION 11 and is neither safety-related nor, nor severable as defined in SECTION 4(4). 02 Section 4(4).02 of Revenue Procedure 75-21, as modified by Revenue Procedure 79-48; , and is not described in subparagraph (ii) of SECTION Section 4(4).03 (cC) of Revenue Procedure 75-21, 1975-1 C.B. 715 as modified by Revenue Procedure 79-48, such alteration, modification or addition shall not be made without the prior written consent of Sublessor which shall not be given without receipt by Sublessor of written consent of Lessor and LenderLessor, and otherwise in compliance with the requirements of SECTION 4(4).03(cSection 4(4).03 (C) of Revenue Procedure 75-21, as modified by Revenue Procedure 79-48. Sublessor Lessor may condition such consent on the agreement by Sublessee Lessee at its sole expense to remove such alterations, modifications or additions and to restore the Aircraft to its original condition upon the expiration or termination of this SubleaseLease. Title to all Parts incorporated in the Aircraft as the result of any alteration, modification or addition made as contemplated in this SECTION 11.6 shall, except as provided in Revenue Procedure 79-48, without further act, vest in Lessor, and in either case, shall become became subject to this SubleaseLease. So long as no Default or Event of Default exists, or if such Default exists but has not matured into an Event of Default and Sublessor Lessor has not withheld its consent (which Sublessor Lessor agrees it will not unreasonably withhold), upon a written request from SublesseeLessee, Sublessee Lessee may remove any such Part if (i) such part Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or intended to be incorporated in the Aircraft at the time of delivery thereof hereunder or any Part in replacement of, or substitution for, any such original Part, unless such original Part is removed and returned pursuant to SECTION 11, (ii) such Part is not required to 22 be incorporated in the Aircraft pursuant to SECTION 11 OR 19, and (iii) such Part can be removed without diminishing or impairing the value, utility, appearance, remaining useful life, condition or airworthiness which the Aircraft would have had at such time had such alteration, modification or addition not occurred. Upon any such removal, title to such Part shall, without further act, vest in the SublesseeLessee, free of the Lien of the Loan Agreement, Lessor Liens and Sublessor Liens, and such Part shall no longer be deemed to be a Part hereunder. Any Part not so removed prior to the return to Sublessor Lessor hereunder of the Aircraft shall remain the property of Lessor and subject to this SubleaseLease. Sublessee Lessee shall provide Sublessor and Lessor not less than one hundred eighty (180) days prior to the end of the Term, with a list of all Parts which Sublessee Lessee believes it is entitled to and intends to remove at such expiration date or termination. Sublessor or Lessor shall have the option, exercisable upon written notice given to Sublessee Lessee not more than ninety (90) days and not less than thirty (30) days prior to the expiration of this SubleaseLease, or upon termination of this Sublease Lease under SECTION 18, to purchase for cash any and all such Parts which may be owned by Sublessee Lessee at the expiration or other termination of this Sublease Lease for an amount equal to the Fair Market Sale Value thereof at such time. Sublessee Lessee shall cause all Parts owned by it during the Term of this Sublease Lease to remain free and clear of all Liens except Permitted Liens.