Common use of AD Compliance Clause in Contracts

AD Compliance. Lessee shall have no responsibility for any of the costs associated with compliance with any AD, provided that the Aircraft is being operated by ABX Air pursuant to the Amended and Restated ATSA. In the event that the operation of the Aircraft by ABX Air pursuant to the Amended and Restated ATSA is subsequently terminated and Lessee has subleased the Aircraft to a third party that is not affiliated with Lessor, then Lessee shall be responsible for the costs associated with compliance with ADs pursuant to the following Subsections (1) to (5), effective as of the date of such termination (For the avoidance of doubt, the term “third party,” as used in this Subsection 7.1(b), shall be interpreted to include affiliates of DHL): (1) Lessee shall comply with all ADs issued during the Term affecting the Aircraft and requiring terminating action during the Term or within one year after the end of the Term (without regard to any deferrals which are or might be granted). (2) If the cost of complying with an AD is less than or equal to [*] ($[*]), Lessee shall pay all of such cost. If the cost of such compliance is greater than [*] ($[*]) (but only to the extent that such cost relates to work required to comply with an AD on a terminating action basis, and excluding work performed for any other purpose, such as compliance with ADs by means of repetitive inspections, recording compliance work in the Aircraft Documents, and all other maintenance work), Lessee shall pay the first [*] ($[*]), and the balance (the “AD Shared Expenses”) shall be paid initially by Lessee to the applicable Authorized Maintenance Performer, with Lessee being entitled to reimbursement from Lessor in an amount equal to the product of (a) the amount of the AD Shared Expenses times (b) a fraction, the numerator of which is 60 minus the number of months (rounded to the nearest whole number of months) from the date of completion of the subject AD work to the AD Term Date, and the denominator of which is 60. (3) If the cost of compliance with an AD on a terminating action basis is equal to or greater than [*] ($[*]), Lessee shall not perform such terminating action unless Lessor consents in advance in writing; provided, however, that, should Lessee request such consent on the part of Lessor and Lessor fail or refuse to provide such consent, then either: (i) Lessor shall provide to Lessee an alternative, equivalent aircraft under the same terms and conditions as this Agreement for the remainder of the Term; or (ii) the Lease shall terminate and (A) Lessor shall pay to Lessee any prepaid Basic Rent, (B) Lessee shall be entitled to return the Aircraft to Lessor without complying with the Return Condition Requirements relating to (and only to) that portion of the Aircraft subject to the applicable AD (i.e., the Airframe, the applicable Engine or Engines, the Landing Gear or the APU) and (C) with respect to the portions of the Aircraft not subject to the AD, Lessor shall assist Lessee in complying with the applicable Return Condition Requirements by pro-rating the costs of such compliance based upon a comparison of (x) the number of months between Delivery and the effective date of the AD and (y) the number of months between the effective date of the AD and the Expiration Date. Initials: ABX:__________ DHL:__________ (4) Lessor’s obligation to contribute toward the payment of AD costs pursuant to this Section 7.1(b) is subject to and contingent upon: (A) Lessor shall have consented to the applicable terminating action, as required by Section 7.1(b)(3); (B) No Event of Default shall have occurred and be continuing; (C) Lessor shall have received evidence reasonably satisfactory to Lessor that the work contemplated by such AD has been completed; and (D) Lessor shall have received true copies of the invoices and paid receipts supporting the reported cost of such AD work. (5) Lessor shall make payment of its share of the AD Shared Expenses within thirty (30) days of its receipt of all of the documentation reasonably required by Lessor pursuant to Section 7.1(b)(4)(C) and (D) hereof. Lessee shall not offset the amount due from Lessor for its portion of the AD Shared Expenses against Rent or other amounts due to Lessor hereunder.

AD Compliance. Lessee shall have no responsibility for any of the costs associated with compliance with any AD, provided that the Aircraft is being operated by ABX Air pursuant to the Amended and Restated ATSA. In the event that the operation of the Aircraft by ABX Air pursuant to the Amended and Restated ATSA is subsequently terminated and Lessee has subleased the Aircraft to a third party that is not affiliated with Lessor, then Lessee shall be responsible for the costs associated with compliance with ADs pursuant to the following Subsections (1) to (5), effective as of the date of such termination (For the avoidance of doubt, the term “third party,” as used in this Subsection 7.1(b), shall be interpreted to include affiliates of DHL): (1) Lessee shall comply with all ADs issued during the Term affecting the Aircraft and requiring terminating action during the Term or within one year after the end of the Term (without regard to any deferrals which are or might be granted).. AIRCRAFT LEASE AGREEMENT 19 MSN (2) If the cost of complying with an AD is less than or equal to [*] One Hundred Thousand Dollars ($[*]100,000), Lessee shall pay all of such cost. If the cost of such compliance is greater than [*] One Hundred Thousand Dollars ($[*]100,000) (but only to the extent that such cost relates to work required to comply with an AD on a terminating action basis, and excluding work performed for any other purpose, such as compliance with ADs by means of repetitive inspections, recording compliance work in the Aircraft Documents, and all other maintenance work), Lessee shall pay the first [*] One Hundred Thousand Dollars ($[*]100,000), and the balance (the “AD Shared Expenses”) shall be paid initially by Lessee to the applicable Authorized Maintenance Performer, with Lessee being entitled to reimbursement from Lessor in an amount equal to the product of (a) the amount of the AD Shared Expenses times (b) a fraction, the numerator of which is 60 96 minus the number of months (rounded to the nearest whole number of months) from the date of completion of the subject AD work to the AD Term Date, and the denominator of which is 6096. (3) If the cost of compliance with an AD on a terminating action basis is equal to or greater than [*] One Hundred Thousand dollars ($[*]100,000), Lessee shall not perform such terminating action unless Lessor consents in advance in writing; provided, however, that, should Lessee request such consent on the part of Lessor and Lessor fail or refuse to provide such consent, then either: (i) Lessor shall provide to Lessee an alternative, equivalent aircraft under the same terms and conditions as this Agreement for the remainder of the Term; or (ii) the Lease shall terminate and (A) Lessor shall pay to Lessee any prepaid Basic Rent, (B) Lessor shall pay to Lessee the balance of the Basic Rent Credit which has yet to be applied to the payment of Basic Rent, (C) Lessee shall be entitled to return the Aircraft to Lessor without complying with the Return Condition Requirements relating to (and only to) that portion of the Aircraft subject to the applicable AD (i.e., the Airframe, the applicable Engine or Engines, the Landing Gear or the APU) and (CD) with respect to the portions of the Aircraft not subject to the AD, Lessor shall assist Lessee in complying with the applicable Return Condition Requirements by pro-rating the costs of such compliance based upon a comparison of (x) the number of months between Delivery and the effective date of the AD and (y) the number of months between the effective date of the AD and the Expiration Date. Initials: ABX:__________ DHL:__________. (4) Lessor’s obligation to contribute toward the payment of AD costs pursuant to this Section 7.1(b) is subject to and contingent upon: (A) Lessor shall have consented to the applicable terminating action, as required by Section 7.1(b)(3); (B) No Event of Default shall have occurred and be continuing;; AIRCRAFT LEASE AGREEMENT 20 MSN (C) Lessor shall have received evidence reasonably satisfactory to Lessor that the work contemplated by such AD has been completed; and (D) Lessor shall have received true copies of the invoices and paid receipts supporting the reported cost of such AD work. (5) Lessor shall make payment of its share of the AD Shared Expenses within thirty (30) days of its receipt of all of the documentation reasonably required by Lessor pursuant to Section 7.1(b)(4)(C) and (D) hereof. Lessee shall not offset the amount due from Lessor for its portion of the AD Shared Expenses against Rent or other amounts due to Lessor hereunder.

AD Compliance. Lessee shall have no responsibility for any of the costs associated with compliance with any AD, provided that the Aircraft is being operated by ABX Air pursuant to the Amended and Restated ATSA. In the event that the operation of the Aircraft by ABX Air pursuant to the Amended and Restated ATSA is subsequently terminated and Lessee has subleased the Aircraft to a third party that is not affiliated with Lessor, then Lessee shall be responsible for the costs associated with compliance with ADs pursuant to the following Subsections (1) to (5), effective as of the date of such termination (For the avoidance of doubt, the term “third party,” as used in this Subsection 7.1(b), shall be interpreted to include affiliates of DHL): (1) Lessee shall comply with all ADs issued during the Term affecting the Aircraft and requiring terminating action during the Term or within one year after the end of the Term (without regard to any deferrals which are or might be granted). (2) If the cost of complying with an AD is less than or equal to [*] Dollars ($[*]), Lessee shall pay all of such cost. If the cost of such compliance is greater than [*] Dollars ($[*]) (but only to the extent that such cost relates to work required to comply with an AD on a terminating action basis, and excluding work performed for any other purpose, such as compliance with ADs by means of repetitive inspections, recording compliance work in the Aircraft Documents, and MSN Initials: ABX: DHL: all other maintenance work), Lessee shall pay the first [*] Dollars ($[*]), and the balance (the “AD Shared Expenses”) shall be paid initially by Lessee to the applicable Authorized Maintenance Performer, with Lessee being entitled to reimbursement from Lessor in an amount equal to the product of (a) the amount of the AD Shared Expenses times (b) a fraction, the numerator of which is 60 [*] minus the number of months (rounded to the nearest whole number of months) from the date of completion of the subject AD work to the AD Term Date, and the denominator of which is 60[*]. (3) If the cost of compliance with an AD on a terminating action basis is equal to or greater than [*] dollars ($[*]), Lessee shall not perform such terminating action unless Lessor consents in advance in writing; provided, however, that, should Lessee request such consent on the part of Lessor and Lessor fail or refuse to provide such consent, then either: (i) Lessor shall provide to Lessee an alternative, equivalent aircraft under the same terms and conditions as this Agreement for the remainder of the Term; or (ii) the Lease shall terminate and (A) Lessor shall pay to Lessee any prepaid Basic Rent, (B) Lessee shall be entitled to return the Aircraft to Lessor without complying with the Return Condition Requirements relating to (and only to) that portion of the Aircraft subject to the applicable AD (i.e., the Airframe, the applicable Engine or Engines, the Landing Gear or the APU) and (C) with respect to the portions of the Aircraft not subject to the AD, Lessor shall assist Lessee in complying with the applicable Return Condition Requirements by pro-rating the costs of such compliance based upon a comparison of (x) the number of months between Delivery and the effective date of the AD and (y) the number of months between the effective date of the AD and the Expiration Date. Initials: ABX:__________ DHL:__________. (4) Lessor’s obligation to contribute toward the payment of AD costs pursuant to this Section 7.1(b) is subject to and contingent upon: (A) Lessor shall have consented to the applicable terminating action, as required by Section 7.1(b)(3); (B) No Event of Default shall have occurred and be continuing; (C) Lessor shall have received evidence reasonably satisfactory to Lessor that the work contemplated by such AD has been completed; and (D) Lessor shall have received true copies of the invoices and paid receipts supporting the reported cost of such AD work. (5) Lessor shall make payment of its share of the AD Shared Expenses within thirty (30) days of its receipt of all of the documentation reasonably required by Lessor pursuant to Section 7.1(b)(4)(C) and (D) hereof. Lessee shall not offset the amount due from Lessor for its portion of the AD Shared Expenses against Rent or other amounts due to Lessor hereunder.. MSN Initials: ABX: DHL:

AD Compliance. Lessee shall have no responsibility for any of the costs associated with compliance with any AD, provided that the Aircraft is being operated by ABX Air pursuant to the Amended and Restated ATSA. In the event that the operation of the Aircraft by ABX Air pursuant to the Amended and Restated ATSA is subsequently terminated and Lessee has subleased the Aircraft to a third party that is not affiliated with Lessor, then Lessee shall be responsible for the costs associated with compliance with ADs pursuant to the following Subsections (1) to (5), effective as of the date of such termination (For the avoidance of doubt, the term “third party,” as used in this Subsection 7.1(b), shall be interpreted to include affiliates of DHL): (1) Lessee shall comply with all ADs issued during the Term affecting the Aircraft and requiring terminating action during the Term or within one year after the end of the Term (without regard to any deferrals which are or might be granted). (2) If the cost of complying with an AD is less than or equal to [*] Dollars ($[*]), Lessee shall pay all of such cost. If the cost of such compliance is greater than [*] Dollars ($[*]) (but only to the extent that such cost relates to work required to comply with an AD on a terminating action basis, and excluding work performed for any other purpose, such as compliance with ADs by means of repetitive inspections, recording compliance work in the Aircraft Documents, and all other maintenance work), Lessee shall pay the first [*] Dollars ($[*]), and the balance (the “AD Shared Expenses”) shall be paid initially by Lessee to the applicable Authorized Maintenance Performer, with Lessee being entitled to reimbursement from Lessor in an amount equal to the product of (a) the amount of the AD Shared Expenses times (b) a fraction, the numerator of which is 60 [*] minus the number of months (rounded to the nearest whole number of months) from the date of completion of the subject AD work to the AD Term Date, and the denominator of which is 60.[*]. AIRCRAFT LEASE AGREEMENT 20 MSN (3) If the cost of compliance with an AD on a terminating action basis is equal to or greater than [*] Dollars ($[*]), Lessee shall not perform such terminating action unless Lessor consents in advance in writing; provided, however, that, should Lessee request such consent on the part of Lessor and Lessor fail or refuse to provide such consent, then either: (i) Lessor shall provide to Lessee an alternative, equivalent aircraft under the same terms and conditions as this Agreement for the remainder of the Term; or (ii) the Lease shall terminate and (A) Lessor shall pay to Lessee any prepaid Basic Rent, (B) Lessor shall pay to Lessee the balance of the Basic Rent Credit which has yet to be applied to the payment of Basic Rent; (C) Lessee shall be entitled to return the Aircraft to Lessor without complying with the Return Condition Requirements relating to (and only to) that portion of the Aircraft subject to the applicable AD (i.e., the Airframe, the applicable Engine or Engines, the Landing Gear or the APU) and (CD) with respect to the portions of the Aircraft not subject to the AD, Lessor shall assist Lessee in complying with the applicable Return Condition Requirements by pro-rating the costs of such compliance based upon a comparison of (x) the number of months between Delivery and the effective date of the AD and (y) the number of months between the effective date of the AD and the Expiration Date. Initials: ABX:__________ DHL:__________. (4) Lessor’s obligation to contribute toward the payment of AD costs pursuant to this Section 7.1(b) is subject to and contingent upon: (A) Lessor shall have consented to the applicable terminating action, as required by Section 7.1(b)(3); (B) No Event of Default shall have occurred and be continuing; (C) Lessor shall have received evidence reasonably satisfactory to Lessor that the work contemplated by such AD has been completed; and (D) Lessor shall have received true copies of the invoices and paid receipts supporting the reported cost of such AD work. (5) Lessor shall make payment of its share of the AD Shared Expenses within thirty (30) days of its receipt of all of the documentation reasonably required by Lessor pursuant to Section 7.1(b)(4)(C) and (D) hereof. Lessee shall not offset the amount due from Lessor for its portion of the AD Shared Expenses against Rent or other amounts due to Lessor hereunder.. AIRCRAFT LEASE AGREEMENT 21 MSN

AD Compliance. Lessee shall will have no responsibility for any of the costs associated with compliance with any AD, provided that AD as long as the Aircraft is being operated by ABX Air pursuant to the Amended and Restated ATSA. In the event that the operation of the Aircraft by ABX Air pursuant to the Amended and Restated ATSA is subsequently terminated and Lessee has subleased the Aircraft subject to a third party that is not affiliated with LessorCarrier Sublease. From and after any termination of a Carrier Sublease, then Lessee shall will be responsible for the costs associated with compliance with ADs pursuant to the following Subsections subsections (1a) to (5), effective as of the date of such termination (For the avoidance of doubt, the term “third party,” as used in this Subsection 7.1(b), shall be interpreted to include affiliates of DHLe): (1a) Lessee shall will comply with all ADs issued during the Term affecting the Aircraft and requiring terminating action during the Term or within one year after (and during the end of additional period, if any, set forth in the Term Return Condition Requirements (Appendix H)), without regard to any deferrals which are or might be granted). If an AD allows compliance in a manner other than terminating action, Lessee will have the right to elect any lawful method of compliance. (2b) If the cost of complying with an AD is less than or equal to [*] ($[*]), Lessee shall will pay all of such cost. If the cost of such compliance is greater than $[*] ($[*]) (but only to the extent that such cost relates to work required to comply with an AD on a terminating action basis, and excluding work performed for any other purpose, such as compliance with ADs by means of repetitive inspections, recording compliance work in the Aircraft Documents, and all other maintenance workmaintenance), Lessee shall will pay the first [*] ($[*]), and the balance (the “AD Shared Expenses”) shall will be paid initially by Lessee to the applicable Authorized Maintenance PerformerProvider, with Lessee being entitled to reimbursement from Lessor in an amount equal to the product of of: (ai) the amount of the AD Shared Expenses times (bii) a fraction, the numerator of which is 60 the number of months during Term minus the number of months (rounded to the nearest whole number of months) from the date of completion of the subject AD work to the AD Term Return Date, and the denominator of which is 60the number of months during Term or, at Lessee’s option, Lessee and Lessor will each pay to the Authorized Maintenance Provider their respective portion of the AD Shared Expenses. (3c) If the cost of compliance with an AD on a terminating action basis is equal to or greater than [*] ($[*]), Lessee shall may not perform such terminating action unless Lessor consents in advance in writing; provided, however, that, should . Should Lessee request such consent on the part of Lessor and Lessor fail or refuse to provide such consentconsent in a timely fashion, then either: : (i) Lessor shall will provide to Lessee an alternative, equivalent aircraft that is acceptable to Lessee, in its sole discretion, under the same terms and conditions as this Agreement Agreement, and at no additional cost to Lessee, for the remainder of the Term; or (ii) the Lease shall Agreement will terminate and (A1) Lessor shall will pay to Lessee any prepaid Basic Rent, (B2) Lessee shall will be entitled to return the Aircraft to Lessor without complying with the Return Condition Requirements relating to (and only to) that portion of the Aircraft subject to the applicable AD (i.e., the Airframe, the applicable Engine or Engines, the Landing Gear landing gear or the APU) and (C) with respect to the portions of the Aircraft not subject to the AD, Lessor shall will assist Lessee in complying with the applicable Return Condition Requirements by pro-rating the costs of such compliance based upon a comparison of (x) the number of months between Delivery and the effective date of the AD and (y) the number of months between the effective date of the AD and the Expiration Date. Initials: ABX:__________ DHL:__________. (4d) Lessor’s obligation to contribute toward the payment of AD costs pursuant to this Section 7.1(b) 7.1.2 is subject to and contingent upon: (A) i. For AD costs subject to Section 7.1.2(c), Lessor shall will have consented to the applicable completion of terminating action, as required by Section 7.1(b)(3); (B) ii. No Lessee Event of Default shall will have occurred and be continuing; (C) iii. Lessor shall will have received evidence reasonably satisfactory to Lessor that the work contemplated by such AD has been completed; and (D) iv. Lessor shall will have received true copies of the invoices and and, unless Lessee requested that Lessor pay its portion of the AD Shared Expenses directly to the Authorized Maintenance Provider, paid receipts supporting the reported cost of such AD work. (5e) Lessor shall will make payment of its share of the AD Shared Expenses within thirty (30) 30 days of its receipt of all of the documentation reasonably required by Lessor pursuant to Section 7.1(b)(4)(C) 7.1.2(d)iii and (D) 7.1.2(d)iv hereof. Except during the occurrence of a Lessor Event of Default, Lessee shall will not offset the amount due from Lessor for its portion of the AD Shared Expenses against Rent or other amounts due to Lessor hereunderLessor.