Common use of Alterations, Modifications and Additions Clause in Contracts

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, provided, no such alteration, modification or addition diminishes the value, remaining useful life or utility, or impairs the condition or airworthiness, of the Engine or any Part below that immediately prior to such alteration, modification or addition assuming that the Engine and Parts were then of the value, utility and remaining useful life and in the condition and airworthiness required by the terms of this Lease. Except as otherwise provided herein, title to all Parts incorporated or installed in or attached or added to the Engine as the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. Notwithstanding the foregoing sentence of this Section 9(b), Lessor agrees that so long as no Default or Event of Default shall have occurred and be continuing Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may, at such time during the Term for the Engine, remove any Part of such Engine, provided, that (i) such Part is in addition to, and not in replacement or substitution for, any Part originally incorporated or installed in or attached to, or delivered with, the Engine on the Delivery Date or any Part in replacement of, or substitution for, any such originally incorporated, installed, attached or delivered Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Engine pursuant to If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not removed by Lessee upon the termination or expiration of this Lease, at such time, shall become the property of Lessor and be subject to this Lease, and provided, further, that (1) if removal of any such Part shall affect the operation of the Engine in any way whatsoever, Lessee shall replace such Part with an owned Part of the same value, utility and remaining useful life and (2) Lessee shall repair any unsightly area of the Engine as a result of such removal and make all other repairs which are advisable and result from such removal. In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) -47- 00 xxxxxx, Xxxxxx (xx, xx a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and each Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine Aircraft, Engines or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine Airframe, Engines or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Airframe and either Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, provided, no such alteration, modification or addition diminishes the value, remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe, either Engine or any Part below that immediately prior to such alteration, modification or addition assuming that the Engine Airframe, Engines and Parts were then of the value, utility and remaining useful life and in the condition and airworthiness required by the terms of this Lease. Except as otherwise provided herein, title to all Parts incorporated or installed in or attached or added to the Engine Aircraft as the result of such alteration, modification or addition, shall immediately vest in Lessor (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) and become subject to the Lien of - 50 - 52 the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. Notwithstanding the foregoing sentence of this Section 9(b), Lessor agrees that so long as no Default or Event of Default shall have occurred and be continuing Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may, at such time during the Term for the EngineAircraft, remove any Part of such EngineAircraft, provided, that (i) such Part is in addition to, and not in replacement or substitution for, any Part originally incorporated or installed in or attached to, or delivered with, the Engine Aircraft on the Delivery Date or any Part in replacement of, or substitution for, any such originally incorporated, installed, attached or delivered Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Engine Aircraft pursuant to the terms of Section 6 or this Section 9 or to maintain the insurance required by Section 12 and (iii) such Part can be removed from the Aircraft without causing any material damage thereto and without diminishing or impairing the value, utility, remaining useful life, condition or airworthiness which the Aircraft would have had at such time had such alteration, modification or addition not occurred. Upon the removal by Lessee of any such Part as provided in the preceding sentence, title thereto shall, without further act, vest in Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) and such Part shall no longer be deemed part of the Aircraft (such a part is herein called a "Removable Part"). Any Part not removed by Lessee as above provided prior to the return of the Aircraft to Lessor hereunder, whether pursuant to Section 16, Section 18 or otherwise, shall remain the property of Lessor (provided that, so long as the Foreign Lease Agreement is in effect, title to such Parts shall remain with Foreign Lessor). If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the EngineAircraft; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not removed by Lessee upon the termination or expiration of this Lease, at such time, shall become the property of Lessor and be subject to this Lease, and provided, further, that (1) if removal of any such Part shall affect the operation of the Engine in any way whatsoever, Lessee shall replace such Part with an owned Part of the same value, utility and remaining useful life and (2) Lessee shall repair any unsightly area of the Engine as a result of such removal and make all other repairs which are advisable and result from such removal. In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) -47- 00 xxxxxxhereof, Xxxxxx Lessee (xxor, xx if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the EngineAircraft. Notwithstanding any other provision hereof, and without limiting the foregoing, Lessee (or, if a Permitted Sublease is in effect, Permitted Sublessee) may install in the Aircraft audio visual, entertainment or telephonic equipment (including seats with such equipment installed therein) (any or all of which are hereafter referred to as "Excluded Property") in the ordinary course of business, and Lessor shall not claim or acquire title thereto and the rights of the owners thereof therein shall not constitute a default hereunder; provided that (i) any such Excluded Property shall be removed prior to the date of a Return Occasion without causing any damage to the Aircraft and without diminishing or impairing the value, utility, remaining useful life or condition which the Aircraft would have had at such time had such Excluded Property not been installed, (ii) any equipment or seats which such Excluded Property replaces shall be properly stored with the interests of Lessor and, if the Lien of the Indenture is in effect, the Indenture Trustee, duly noted thereon and acknowledged by any applicable bailee or warehouse, and properly reinstalled on the Aircraft prior to the date of a - 52 - 54 Return Occasion, and (iii) Lessee (or such Permitted Sublessee) shall make all repairs which are required as a result of such removal and/or reinstallation. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the EngineAircraft, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall will make (or cause to be made made) such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts Airframe and Engines as may be required from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity other governmental authority having jurisdiction or issued by the manufacturer of the Engine or Parts. In additionjurisdiction; provided, so long as no Default or Event of Default has occurred and is continuinghowever, that Lessee (or, if a Permitted Sublease is then in effect, a Permitted any Sublessee) may, in good faith, contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not adversely affect Lessor or, so long as any Secured Certificates are outstanding, the Indenture Trustee. In addition, Lessee (or any Sublessee), at its own expense, may from time to time add further parts or accessories and make such alterations and modifications in and additions to the Airframe or any Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted or any Sublessee) may deem desirable in the proper conduct of its business, providedincluding, without limitation, removal of Parts which Lessee (or any Sublessee) 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 diminishes shall materially diminish the value, utility or remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe or such Engine below the value, utility or any Part below that remaining useful life thereof immediately prior to such alteration, modification or addition addition, assuming that the Airframe or such Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this Lease, except that the value (but not the 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 $800,000. Except as otherwise provided herein, title Title to all Parts incorporated or installed in or attached or added to the Airframe or an Engine as the result of such alteration, modification or additionaddition (the "Additional Parts") shall, shall immediately without further act, vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or noticeLessor. Notwithstanding the foregoing sentence of this Section 9(b)sentence, Lessor agrees that so long as no Default or Event of Default shall have occurred and be continuing Lessee (or, if a Permitted Sublease is in effect, a Permitted or any Sublessee) maymay remove or suffer to be removed any Additional Part, at provided that such time during the Term for the Engine, remove any Additional Part of such Engine, 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 to, to the Airframe or delivered with, any Engine at the Engine on the Delivery Date time of delivery thereof hereunder or any Part in replacement of, or substitution for, any such originally incorporated, installed, attached or delivered Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Airframe or any Engine pursuant to If any Removable Part is the terms of Section 7 hereof or the first sentence of this paragraph (ic) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased can be removed from the Airframe or such Engine without diminishing or impairing the value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such 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. Upon the removal by Lessee (or, if a Permitted Sublease is in effect, a Permitted or Sublessee) pursuant to a lease which is subject to a security interest in favor of any third partyPart as provided above, then Lessor will not acquire title thereto shall, without further act, vest in Lessee (or claimany Sublessee, as against the case may be) and such lessor, conditional vendor Part shall no longer be deemed part of the Airframe or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (Engine from which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable it was removed. Any Part not removed by Lessee upon (or any Sublessee) as above provided prior to the termination return of the Airframe or expiration of this Lease, at such time, Engine to Lessor hereunder shall become remain the property of Lessor and be subject to this Lease, and provided, further, that (1) if removal of any such Part shall affect the operation of the Engine in any way whatsoever, Lessee shall replace such Part with an owned Part of the same value, utility and remaining useful life and (2) Lessee shall repair any unsightly area of the Engine as a result of such removal and make all other repairs which are advisable and result from such removal. In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) -47- 00 xxxxxx, Xxxxxx (xx, xx a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromLessor.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and each Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine Aircraft, Engines or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine Airframe, Engines or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Airframe and either Engine as Lessee (or, ,if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, provided, no such alteration, modification or addition diminishes the value, remaining useful life or utility, or impairs the condition or airworthiness, of the Engine or any Part below that immediately prior to such alteration, modification or addition assuming that the Engine and Parts were then of the value, utility and remaining useful life and in the condition and airworthiness required by the terms of this Lease. Except as otherwise provided herein, title to all Parts incorporated or installed in or attached or added to the Engine as the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. Notwithstanding the foregoing sentence of this Section 9(b), Lessor agrees that so long as no Default or Event of Default shall have occurred and be continuing Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may, at such time during the Term for the Engine, remove any Part of such Engine, provided, that (i) such Part is in addition to, and not in replacement or substitution for, any Part originally incorporated or installed in or attached to, or delivered with, the Engine on the Delivery Date or any Part in replacement of, or substitution for, any such originally incorporated, installed, attached or delivered Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Engine pursuant to If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not removed by Lessee upon the termination or expiration of this Lease, at such time, shall become the property of Lessor and be subject to this Lease, and provided, further, that (1) if removal of any such Part shall affect the operation of the Engine in any way whatsoever, Lessee shall replace such Part with an owned Part of the same value, utility and remaining useful life and (2) Lessee shall repair any unsightly area of the Engine as a result of such removal and make all other repairs which are advisable and result from such removal. In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) -47- 00 xxxxxxhereof, Xxxxxx Lessee (xxor, xx if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the EngineAircraft. Notwithstanding any other provision hereof, and without limiting the foregoing, Lessee (or, if a Permitted Sublease is in effect, Permitted Sublessee) may install in the Aircraft audio visual, entertainment or telephonic In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the EngineAircraft, or for any loss of revenue arising therefrom.