Common use of Equipment Changes Clause in Contracts

Equipment Changes. LESSEE, at its own expense, shall make such alterations and modifications in and additions to ("Equipment Changes") the Aircraft as may be required from time to time to meet the standards of the FAA and the Air Authority and of the Governmental Entity in the jurisdiction of which LESSEE elects to fly the Aircraft and whose approval or consent is required to permit LESSEE to fly over and/or into any geographical area with respect to which the Governmental Entity exercises authority. In addition, the term "Equipment Changes" shall mean modifications to or additions to the Aircraft that LESSEE, at its own expense, may from time to time deem desirable in the proper conduct of its business, provided that no such Equipment Change diminishes the value, utility, condition or airworthiness of the Aircraft below the value, utility, condition and airworthiness thereof immediately prior to such Equipment Change, assuming the Aircraft was then in the condition required to be maintained by the terms of this Lease, and provided further that LESSEE shall not change the configuration of the Aircraft during the Term (except the passenger seating configuration) unless such configuration is approved by the LESSOR and the Air Authority. Any Equipment Change other than the Equipment Changes relating to the installation of TCAS, Windshear detection system and the upgrade of the Engines from model JT8D-217C to JT8D-219 with an estimated cost in excess of Two Hundred Fifty Thousand ($250,000.00) Dollars must be approved in advance by LESSOR, which approval will not be unreasonably withheld. Title to all Parts incorporated, installed in, attached or added to the Aircraft as the result of any such Equipment Change shall, without further act, vest in LESSOR; provided, however, that during the Term, LESSEE may remove any such Part if: (1) such Part is in addition to any Part originally incorporated or installed in or attached to such Aircraft at the time of delivery thereof hereunder; and (2) such Part is not required to be incorporated, installed in, attached or added to the Aircraft; and (3) such Part can be removed from the Aircraft or can be replaced with a part of equal value to the Part installed upon delivery without diminishing or impairing the value, utility or airworthiness which the Aircraft would have had at such time, had such Equipment Change not occurred. Upon the removal by LESSEE of any Part as above provided, title thereto shall, without further act, vest in LESSEE and such Part shall no longer be deemed part of the Aircraft from which it was removed. Any Part not removed from the Aircraft by LESSEE as provided above prior to a Redelivery Occasion shall remain the property of LESSOR. LESSOR shall bear no liability in respect of, or cost for, any Equipment Change, grounding of the Aircraft, suspension of certification thereof, or loss of revenue therefrom.

Equipment Changes. LESSEE(a) Except as expressly provided herein or as a result of an AD or service bulletin or other requirement of the Aviation Authority or the Manufacturer, at its own expensethe Aircraft shall not be modified, shall make such alterations and modifications in and additions altered, converted, or added to ("Equipment ChangesChange") ); PROVIDED that Lessee may, at Lessee's own expense, make such Equipment Changes to the Aircraft as Lessee may be required from time to time to meet the standards of the FAA and the Air Authority and of the Governmental Entity in the jurisdiction of which LESSEE elects to fly the Aircraft and whose approval or consent is required to permit LESSEE to fly over and/or into any geographical area with respect to which the Governmental Entity exercises authority. In addition, the term "Equipment Changes" shall mean modifications to or additions to the Aircraft that LESSEE, at its own expense, may from time to time deem desirable in the proper conduct of its business, provided that no so long as such Equipment Change diminishes does not result in a diminution in the value, utility, condition value or airworthiness utility of the Aircraft below the value, utility, condition and airworthiness thereof immediately prior to Aircraft. All such Equipment Change, assuming Changes shall be consistent with the Aircraft was then in the condition required to be maintained by the terms of this Lease, rules and provided further that LESSEE shall not change the configuration regulations of the Aircraft during the Term Aviation Authority. (except the passenger seating configurationb) unless such configuration is approved by the LESSOR and the Air Authority. Any Equipment Change other than the Equipment Changes relating to the installation of TCAS, Windshear detection system and the upgrade of the Engines from model JT8D-217C to JT8D-219 with an estimated cost in excess of Two Hundred Fifty Thousand ($250,000.00) Dollars must be approved in advance by LESSOR, which approval will not be unreasonably withheld. Title to all Parts incorporated, incorporated or installed in, in or attached or added to the Aircraft as the result of any such Equipment Change shall, without further act, vest in LESSORLessor and shall become subject to this Agreement, free of all Liens other than Permitted Liens; providedPROVIDED, howeverHOWEVER, that during the Termso long as no Event of Default shall be continuing, LESSEE Lessee may remove any such Part if: (1i) such Part is in addition to to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Aircraft at the time of delivery thereof hereunderDelivery or any part in replacement of or in substitution for any such original Part; and (2ii) such Part is not required to be incorporated, incorporated or installed in, in or attached or added to the AircraftAircraft pursuant to the provisions of Section 7.1 hereof; and (3iii) such Part can be removed from the Aircraft or can be replaced with a part of equal value to the Part installed upon delivery without diminishing or impairing the value, utility value or airworthiness which the Aircraft would have had at such time, had such Equipment Change not occurred. . (c) Upon the removal by LESSEE Lessee of any such Part as above provided, title thereto shall, without further act, vest in LESSEE Lessee free and clear of all Lessor's Liens and rights of Lessor and such Part part shall no longer be deemed part of the Aircraft from which it was removedAircraft. Any Part not removed from by Lessee as above provided prior to the Return of the Aircraft by LESSEE as provided above prior to a Redelivery Occasion shall remain the property of LESSOR. LESSOR shall bear no liability Lessor; PROVIDED that, Lessor may require Lessee, by notice to Lessee given not later than the 60th day prior to end of the Term (except during the continuance of an Event of Default), to remove any Parts incorporated or installed in respect of, or cost for, any the Aircraft as a result of an Equipment Change and to restore the Aircraft to its condition prior to such Equipment Change, grounding prior to the end of the Aircraft, suspension of certification thereof, or loss of revenue therefromTerm.

Equipment Changes. LESSEE, at its own expense, shall make such alterations and modifications in and additions to ("Equipment Changes"a) the Aircraft as may be required from time to time to meet the standards of the FAA and the Air Authority and of the Governmental Entity in the jurisdiction of which LESSEE elects to fly the Aircraft and whose approval or consent is required to permit LESSEE to fly over and/or into any geographical area with respect to which the Governmental Entity exercises authority. In addition, the term "Equipment Changes" shall mean modifications to or additions to the Aircraft that LESSEE, at its own expense, Lessee may from time to time deem make or permit Equipment Changes as it may consider desirable in the proper conduct of its business, ; provided that no such each Equipment Change diminishes (i) is approved by the Aviation Authority, and (ii) (w) is required by the Aviation Authority or the FAA, or (x) is a change to or modification of the cabin configuration, the in-flight entertainment system or the Wi-Fi system or connection, or (y) has been approved by Lessor in writing, or (z) does not and will not: (i) result in (A) a breach of Lessee’s obligations under this Agreement, (B) any expense payable by Lessor or (C) any change in the category or status of the Aircraft for purposes of any laws of the State of Registration or of the Aviation Authority; (ii) materially diminish or impair the value, utility, condition utility or airworthiness of the Aircraft below the value, utility, condition and airworthiness thereof immediately prior to such Equipment Change, assuming the Aircraft was then in the condition required to be maintained by the terms of this Lease, and provided further that LESSEE shall not change the configuration of the Aircraft during the Term Aircraft; or (except the passenger seating configurationiii) unless such configuration is approved by the LESSOR and the Air Authority. Any Equipment Change other than the Equipment Changes relating to the installation of TCAS, Windshear detection system and the upgrade of the Engines from model JT8D-217C to JT8D-219 with an estimated have a cost in excess of Two Hundred Fifty Thousand US$500,000 in 2021 Dollars, with such amount to be escalated by 5% per annum on each anniversary of the Delivery Date. ($250,000.00b) Dollars must be approved in advance by LESSOR, which approval will not be unreasonably withheld. Title to all Parts incorporated, any equipment installed in, attached or added to on the Aircraft as the result of any such pursuant to an Equipment Change shallafter the Delivery Date that is owned by Lessee will on installation, without further act, vest in LESSOR; providedLessor and shall be a Part subject to this Agreement free and clear of all Security Interests (other than Permitted Liens). Lessee will at its own expense take all such steps and execute, howeverand procure the execution of, all such instruments as Lessor may reasonably require and which are necessary to ensure that during the Termtitle so passes to Lessor according to all applicable Laws. (c) So long as no Event of Default has occurred and is continuing, LESSEE Lessee may remove and retain any such Part if: Equipment Change to the extent it is severable from the Aircraft and (1i) such Part is in addition to any Part originally incorporated or installed in or attached to such Aircraft at the time of delivery thereof hereunder; and (2) such Part Equipment Change is not required to be incorporated, installed in, attached by a Mandatory Order or added to the Aircraft; and (3) such Part can be removed from the Aircraft or can be replaced with a part of equal value to the Part installed upon delivery without diminishing or impairing the value, utility or airworthiness which the Aircraft would have had at such time, had such Equipment Change not occurred. Upon the removal by LESSEE of any Part as above provided, title thereto shall, without further act, vest in LESSEE and such Part shall no longer be deemed part of the Aircraft from which it was removed. Any Part not removed from the Aircraft by LESSEE as provided above prior to a Redelivery Occasion shall remain the property of LESSOR. LESSOR shall bear no liability in respect of, or cost for, any Equipment Change, grounding of the Aircraft, suspension of certification thereof, or loss of revenue therefrom.an Airworthiness Directive,

Equipment Changes. LESSEE(a) Except as expressly provided herein or as a result of an AD or service bulletin or other requirement of the Aviation Authority or the Manufacturer, the Aircraft shall not be modified, altered, converted, or added to (an “Equipment Change”), provided that, subject to Lessor’s prior approval in writing, and in compliance with any conditions reasonably imposed by Lessor, Lessee may, at its Lessee’s own expense, shall make (or cause to be made) such alterations and modifications in and additions Equipment Changes to ("Equipment Changes") the Aircraft as Lessee may be required from time to time to meet the standards of the FAA and the Air Authority and of the Governmental Entity in the jurisdiction of which LESSEE elects to fly the Aircraft and whose approval or consent is required to permit LESSEE to fly over and/or into any geographical area with respect to which the Governmental Entity exercises authority. In additiondeem desirable, the term "Equipment Changes" shall mean modifications to or additions to the Aircraft that LESSEE, at its own expense, may from time to time deem desirable in the proper conduct of its business, provided that no so long as such Equipment Change diminishes does not result in a diminution in the value, utility, condition value or airworthiness utility of the Aircraft below Aircraft. All such Initials: ABX:__________ DHL:__________ Equipment Changes shall be consistent with the value, utility, condition rules and airworthiness thereof immediately prior to such Equipment Change, assuming the Aircraft was then in the condition required to be maintained by the terms of this Lease, and provided further that LESSEE shall not change the configuration regulations of the Aircraft during the Term Aviation Authority. (except the passenger seating configurationb) unless such configuration is approved by the LESSOR and the Air Authority. Any Equipment Change other than the Equipment Changes relating to the installation of TCAS, Windshear detection system and the upgrade of the Engines from model JT8D-217C to JT8D-219 with an estimated cost in excess of Two Hundred Fifty Thousand ($250,000.00) Dollars must be approved in advance by LESSOR, which approval will not be unreasonably withheld. Title to all Parts incorporated, incorporated or installed in, in or attached or added to the Aircraft as the result of any such Equipment Change shall, without further act, vest in LESSORLessor and shall become subject to this Agreement, free of all Liens other than Permitted Liens; provided, however, that during the Termso long as no Event of Default shall be continuing, LESSEE Lessee may remove (or cause to be removed) any such Part if: (1) such Part is in addition to to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Aircraft at the time of delivery thereof hereunderDelivery or any part in replacement of or in substitution for any such original Part; and (2) such Part is not required to be incorporated, incorporated or installed in, in or attached or added to the AircraftAircraft pursuant to the provisions of Sections 7.1 hereof; and (3) such Part can be removed from the Aircraft or can be replaced with a part of equal value to the Part installed upon delivery without diminishing or impairing the value, utility value or airworthiness which the Aircraft would have had at such time, had such Equipment Change not occurred. Upon Without limiting the removal by LESSEE of any Part as above provided, title thereto shall, without further act, vest in LESSEE and such Part shall no longer be deemed part generality of the Aircraft from immediately prior sentence, all loose equipment owned by Lessee which it was removed. Any Part not removed from is placed on board the Aircraft by LESSEE as provided above prior to a Redelivery Occasion (and remains loose equipment) shall remain the property of LESSOR. LESSOR shall bear no liability in respect of, or cost for, any Equipment Change, grounding of the Aircraft, suspension of certification thereof, or loss of revenue therefromowned by Lessee.

Equipment Changes. LESSEE, at its own expense, (a) Lessee shall not make such alterations and modifications in and additions any modification or addition to the Aircraft (each an "Equipment ChangesChange"), except for an Equipment Change which: (i) is completed in connection with the post-Delivery installation of the In-flight Entertainment/Communications System (IFE) or the Winglets; or (ii) is expressly permitted by this Agreement; or (iii) does not diminish the value, utility, condition, or airworthiness of the Aircraft and either (aa) constitutes a modification to the class configuration or passenger seating in the cabin, or (bb) has a cost of less than US$250,000, or (cc) has the prior written approval of Lessor which approval shall not be unreasonably withheld or delayed; or (iv) arises due to the requirements of the Air Authority and/or the FAA or otherwise constitutes an obligation of Lessee under this Agreement. (b) So long as no Default or Event of Default has occurred and is continuing, Lessee may be remove any Equipment Change to the extent it is severable from the Aircraft and (i) such Equipment Change is not required from time to time to meet by the standards of Air Authority and/or the FAA and the Air Authority and of the Governmental Entity in the jurisdiction of which LESSEE elects to fly the Aircraft and whose approval or consent is required to permit LESSEE to fly over and/or into any geographical area with respect to which the Governmental Entity exercises authority. In addition, the term "Equipment Changes" shall mean modifications to or additions to the Aircraft that LESSEE, at its own expense, may from time to time deem desirable in the proper conduct of its business, provided that no (ii) such Equipment Change diminishes severance will not adversely affect the value, utility, condition or airworthiness of the Aircraft below the as compared to value, utility, condition and or airworthiness thereof of the Aircraft immediately prior to such Equipment Changeseverance, assuming the Aircraft was then of the value and utility and in the condition and repair required to be maintained by the terms of this Lease, and provided further that LESSEE shall not change the configuration of the Aircraft during the Term Agreement; and (except the passenger seating configurationc) unless such configuration is approved by the LESSOR and the Air Authority. Any Equipment Change other than the Equipment Changes relating to the installation of TCAS, Windshear detection system and the upgrade of the Engines from model JT8D-217C to JT8D-219 with an estimated cost in excess of Two Hundred Fifty Thousand ($250,000.00) Dollars must be approved in advance by LESSOR, which approval will not be unreasonably withheld. Title to all Parts incorporatedEquipment Change, installed inwhether or not the removal of which is permitted pursuant to Clause 8.18(b), attached or added to the Aircraft as the result of any will on installation and until such Equipment Change shallpermitted removal, without further act, vest in LESSOR; providedLessor subject to this Agreement free and clear of all Security Interests (other than Permitted Liens). Lessee will at its own expense take all such steps and execute, howeverand procure the execution of, all such instruments as Lessor may require and which are necessary to ensure that during title so passes to Lessor according to all applicable laws. At any time when requested by Lessor, Lessee will provide evidence to Lessor's satisfaction (including the Termprovision, LESSEE may remove if required, to Lessor of bills of sale and legal opinions) that title has so passed to Lessor. Upon any permitted removal thereof, Lessor will, at Lessee's cost and upon Lessee's request, provide Lessee with such Part if: (1) such Part is in addition documents as Lessee shall reasonably request to any Part originally incorporated or installed in or attached cause title to such Aircraft at the time of delivery thereof hereunder; and (2) such Part is not required modifications to be incorporated, installed in, attached or added to the Aircraft; and (3) such Part can be removed from the Aircraft or can be replaced with a part of equal value to the Part installed upon delivery without diminishing or impairing the value, utility or airworthiness which the Aircraft would have had at such time, had such Equipment Change not occurred. Upon the removal by LESSEE of any Part as above provided, title thereto shall, without further act, vest in LESSEE Lessee free and such Part shall no longer be deemed part clear of the Aircraft from which it was removed. Any Part not removed from the Aircraft by LESSEE as provided above prior to a Redelivery Occasion shall remain the property of LESSOR. LESSOR shall bear no liability in respect ofLessor Liens but otherwise without representation or warranty, express or cost for, any Equipment Change, grounding of the Aircraft, suspension of certification thereof, or loss of revenue therefromimplied.

Equipment Changes. LESSEE, at its own expense, shall make such alterations and modifications in and additions to the Aircraft ("Equipment Changes") the Aircraft as may be required from time to time to meet the standards of the FAA and the Air Authority and of the Governmental Entity in the jurisdiction of which LESSEE elects to fly the Aircraft and whose approval or consent is required to permit LESSEE to fly over and/or into any geographical area with respect to which the Governmental Entity exercises authority. In addition, the term "Equipment Changes" shall mean modifications to or additions to the Aircraft that LESSEE, at its own expense, may from time to time deem desirable in the proper conduct of its business, provided that no such Equipment Change diminishes the value, utility, condition or airworthiness of the Aircraft below the value, utility, condition and airworthiness thereof immediately prior to such Equipment Change, assuming the Aircraft was then in the condition required to be maintained by the terms of this Lease, and provided further that LESSEE shall not change the configuration (other than the seating configuration) of the Aircraft during the Term (except the passenger seating configuration) hereof unless such configuration is approved by the Manufacturer, LESSOR and the Air Authority. Any Equipment Change other than the Equipment Changes relating to the installation of TCAS, Windshear detection system and the upgrade of the Engines from model JT8D-217C to JT8D-219 with an estimated cost in excess of Two Hundred Fifty Thousand ($250,000.00US$250,000) Dollars must be approved in advance by LESSOR, which approval will not be unreasonably withheld. In connection with the provisions of the preceding paragraph, LESSOR and LESSEE hereby acknowledge and agree that (1) LESSEE may modify the cockpit of the Aircraft in order to standardize same with LESSEE's fleet of Boeing 737-200 aircraft (provided such cockpit standardization is performed in accordance and complies with, the Maintenance Program and the rules and regulations of the FAA, in each case to the extent applicable, (2) all Parts removed from the cockpit of the Aircraft in connection with such cockpit standardization shall become the property of LESSEE (subject to the provisions of clause (3) of this sentence) and all Parts installed in the cockpit of the Aircraft in connection with such cockpit standardization shall become the property of LESSOR and subject to the terms of this Lease, (3) in connection with the cockpit standardization the Omega Navigation System (Xxxxxx 211) and the Doppler Radar System (collectively, the "Removed Cockpit Parts") will not be replaced (and are not required to be replaced) and that such Removed Cockpit Parts shall be returned to LESSOR upon the completion of such cockpit standardization and LESSEE shall have no claim, right, title or interest therein and such Removed Cockpit Parts shall be the property of LESSOR and not subject to the terms of this Lease, and (4) upon the return of the Aircraft by LESSEE to LESSOR on a Return Occasion, LESSEE, in its sole discretion, shall have the right to return the Aircraft with the cockpit configured in LESSEE's standard configuration for Boeing 737-200 aircraft or in the configuration that the cockpit was in on the Effective Date. Any and all modifications contemplated by this paragraph shall be effected at the sole cost and expense of LESSEE. Title to all Parts incorporated, installed in, attached or added to the Aircraft as the result of any such Equipment Change shall, without further act, vest in LESSOR; provided, however, that during the Term, Base Term LESSEE may remove any such Part if: (1) such Part is in addition to any Part originally incorporated or installed in or attached to such Aircraft at the time of delivery thereof hereunder; and (2) such Part is not required by the Air Authority or the Governmental Entity having jurisdiction to be incorporated, installed in, attached or added to the Aircraft; and (3) such Part can be removed from the Aircraft or can be replaced with a part of equal value to the Part installed upon delivery without diminishing or impairing the value, utility or airworthiness which the Aircraft would have had at such time, had such Equipment Change not occurred. Upon the removal by LESSEE of any Part as above provided, title thereto shall, without further act, vest in LESSEE and such Part shall no longer be deemed part of the Aircraft from which it was removed. Any Part not removed from the Aircraft by LESSEE as provided above prior to a Redelivery Return Occasion shall remain the property of LESSOR. Notwithstanding the foregoing provisions of Section 8(C), LESSOR agrees that LESSEE may install replacement seats and galleys on the Aircraft. If the replacement seats and galleys are (i) owned by any third party and leased to LESSEE, (ii) sold to LESSEE subject to a conditional sales contract or other security interest, or (iii) lease to LESSEE 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 such seats and galleys as the result of such seats and galleys being installed in the Aircraft; provided, however (a) that LESSOR's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor or secured party shall not acquire or claim, as against LESSOR, any right, title or interest in the Aircraft, or any Part other than its interest in such seats or galleys by reason of such seats or galleys being installed thereon, and (b) that all of LESSEE's right, title and interest in and to any seats or galleys (but none of its obligations with respect thereto) not removed by LESSEE within thirty (30) days after an Event of Default shall, at such time, automatically become the property of LESSOR and subject to this Lease. Notwithstanding anything set forth herein to the contrary, in connection with a return of the Aircraft by LESSEE to LESSOR on the Expiration Date, LESSEE shall be entitled to remove and retain (with title vesting in LESSEE) the avionics black boxes installed by LESSEE with respect to the TCAS and windshear detection systems. All wiring installed by LESSEE in connection with the installation of the TCAS and windshear detection systems shall remain in the Aircraft and shall be deemed the property of LESSOR. In the event the FAA requires LESSEE to comply with the Stage III noise regulations set forth in FAR Part 36 and LESSEE cannot obtain an exemption or deferment for complying, if no Default or Event of Default has occurred and is continuing, LESSOR will, upon the request of LESSEE, provide financing to LESSEE for the acquisition of a shipset of Stage III hushkits suitable for installation on the Aircraft or, at LESSOR's election, provide such hushkits to LESSEE. Should LESSOR provide financing or the hushkits to LESSEE as contemplated in the preceding sentence, the Basic Rent will be adjusted upward so as to fully amortize the financing or the cost of the hushkits over the remaining term of the Lease based on the amount of the financing or the cost of the hushkits, as the case may be, and the prevailing interest rates applicable to an entity with the credit of LESSEE at such time. In the event LESSEE is required to install hushkits during the last twelve (12) months of the Base Term in order to meet Stage III noise regulations, LESSEE shall have the option of either (i) retaining the hushkits at the end of the Base Term (provided no Default or Event of Default has occurred and is continuing, and further provided, that LESSEE restores the Aircraft to the condition that it was in prior to the installation of the hushkits), in which case LESSOR will transfer title to the hushkits to LESSEE, or (ii) extending the term of the Lease on terms and conditions mutually acceptable to LESSEE and LESSOR. In the event LESSEE exercises the option set forth in (ii), LESSEE shall send a notice to LESSOR not later than one hundred twenty (120) days prior to the end of the Base Term and LESSOR and LESSEE shall have agreed on the terms and conditions of such extension not later than sixty (60) days prior to the end of the Base Term. In the event LESSEE has exercised option (ii), above, and LESSOR and LESSEE fail to reach an agreement on the terms and conditions for the extension of the Lease with the time period set forth above, then, in such event, the Base Term will be deemed to be extended for a one (1) year period of time from the Expiration Date and all other terms and conditions of this Lease will remain unchanged, except the amount of Basic Rent which shall be equal to the greater of (x) the then current fair market rental value for the Aircraft as of the Expiration Date and (y) the amount of Basic Rent then in effect immediately prior to the Expiration Date. LESSOR shall bear no liability in respect of, or cost for, any Equipment Change, grounding of the Aircraft, suspension of certification thereof, or loss of revenue therefrom. (i) On the Effective Date, the Engines installed on the Aircraft shall be Xxxxx & Whitney model JT8D-15 engines (the "-15's") and the Hushkits will be installed on the Aircraft. Within six (6) months of the Effective Date, LESSOR shall deliver, or cause to be delivered, to LESSEE's maintenance base in Honolulu, Hawaii or to such other location designated in writing by LESSEE, two Xxxxx & Xxxxxxx model JT8D-9A engines (the "-9A's"). LESSEE shall, at its cost and expense (a) remove the -15's and the Hushkits and ship the -15's (along with all components removed in installing the -9A's) to such location as Jetz Ventures shall designate and ship the Hushkit to such location as LESSOR shall designate (in each instance, together with all records, manuals and logs relating to the -15's and the Hushkits, respectively) to a location designated by LESSOR, and (b) install the -9A's on the Aircraft. LESSEE agrees that when installing the -9A's, the mixers from the -15's will be returned to LESSOR as part of the Hushkit. (ii) LESSOR and LESSEE agree that the -9A's shall be in the following condition at the time of delivery of same to LESSEE: (a) the minimum total number of cycles remaining to the next scheduled overhaul of each -9A shall be equal to the difference between 5,000 and the number of cycles consumed by LESSEE in the operation of the -15 that the -9A is replacing, but in no event shall any -9A engine have less than 2,500 cycles remaining to the next scheduled overhaul. In the event that LESSEE's utilization of any -15 engine exceeds 2,500 cycles, LESSEE shall pay to Jetz Ventures (whom LESSEE understands has agreed to supply the -9A's to LESSOR in exchange for the -15's in order to enable LESSOR to meet its obligations under the provisions of this Section 8(D)), with respect to such engine, the dollar amount obtained by multiplying the number of cycles in excess of 2,500 and ninety Dollars ($90.00); (b) be in bare Xxxxx & Whitney QEC configuration; (c) have an FAA serviceable tag from an FAA approved engine maintenance facility; (d) have a rated take-off horsepower of 750 or more; (e) shall be in compliance with all airworthiness directives and mandatory service bulletins requiring compliance on such date; (f) be free and clear of all liens and encumbrances and interests of others; (g) all logs, manuals, historical information on life limited parts (including, "back to birth" records), technical information and data and all inspection, modification and overhaul records required to be maintained with respect thereto under applicable rules and regulations of the FAA and any other governmental body having jurisdiction shall be in compliance with such rules and regulations; and (h) have undergone a borescope inspection and maximum power assurance run to evidence that there are no discrepancies outside of the limits set under the manufacturer's maintenance manual for such engine. Should there be any such discrepancies, the party tendering such engines shall cause same to be corrected or propose a substitute engine that will meet the requirements of this Section. (iii) LESSOR and LESSEE agree that the -15's shall meet the same conditions set forth in sub-paragraphs (b)-(h) of sub-section (ii) above at the time of delivery of same to Jetz Ventures; PROVIDED, HOWEVER, that with respect to sub-paragraph (c) above, the -15's may be returned with zero time on the lowest limiter, but otherwise serviceable, and with respect to sub-paragraph (g) above, LESSEE's obligation is to return only those items delivered to it by LESSOR with respect to the -15's as updated by LESSEE in accordance with the Maintenance Program-and applicable FAA rules and regulations. (iv) Simultaneously with the installation of the -9A's and the removal of the -15's and the Hushkits, (i) LESSOR and LESSEE shall execute a partial lease termination for the purpose of releasing the -15's and Hushkit from the terms of this Lease, (ii) LESSOR and LESSEE shall execute a Lease Supplement to this Lease for the purpose of subjecting the -9A's to the terms of this Lease, (iii) LESSEE shall execute and deliver to LESSOR a Delivery Receipt and Acceptance Certificate with respect to the -9A's, (iv) LESSOR shall execute a Delivery Receipt and Acceptance Certificate with respect to the Hushkit, (v) LESSOR shall cause Jetz Ventures to execute a Delivery Receipt and Acceptance Certificate with respect to the - 15's, and (vi) LESSEE and LESSOR shall execute releases and/or amendments to all UCC financing statement previously executed and filed to reflect the release of the -15's and the Hushkit and the inclusion of the -9A's. LESSOR and LESSEE agree that there shall be no reduction in the amount of Basic Rent payable by LESSEE to LESSOR as a result of the substitution of the -9A's for the -15's and the release of the Hushkits from the terms of this Lease.

Equipment Changes. LESSEE, at its own expense, shall make such alterations and modifications in and additions to the Aircraft ("Equipment Changes") the Aircraft as may be required from time to time to meet the standards of the FAA and the Air Authority and of the Governmental Entity in the jurisdiction of which LESSEE elects to fly the Aircraft and whose approval or consent is required to permit LESSEE to fly over and/or into any geographical area with respect to which the Governmental Entity exercises authority. In addition, the term "Equipment Changes" shall mean modifications to or additions to the Aircraft that LESSEE, at its own expense, may from time to time deem desirable in the proper conduct of its business, provided that no such Equipment Change diminishes the value, utility, condition or airworthiness of the Aircraft below the value, utility, condition and airworthiness thereof immediately prior to such Equipment Change, assuming the Aircraft was then in the condition required to be maintained by the terms of this Lease, and provided further that LESSEE shall not change the configuration (other than the seating configuration) of the Aircraft during the Term (except the passenger seating configuration) hereof unless such configuration is approved by the Manufacturer, LESSOR and the Air Authority. Any Equipment Change other than the Equipment Changes relating to the installation of TCAS, Windshear detection system and the upgrade of the Engines from model JT8D-217C to JT8D-219 with an estimated cost in excess of Two Hundred Fifty Thousand ($250,000.00US$250,000) Dollars must be approved in advance by LESSOR, which approval will not be unreasonably withheld. Title to all Parts incorporated, installed in, attached or added to the Aircraft as the result of any such Equipment Change shall, without further act, vest in LESSOR; provided, however, that during the Term, Base Term LESSEE may remove any such Part if: (1) such Part is in addition to any Part originally incorporated or installed in or attached to such Aircraft at the time of delivery thereof hereunder; and (2) such Part is not required by the Air Authority or the Governmental Entity having jurisdiction to be incorporated, installed in, attached or added to the Aircraft; and (3) such Part can be removed from the Aircraft or can be replaced with a part of equal value to the Part installed upon delivery without diminishing or impairing the value, utility or airworthiness which the Aircraft would have had at such time, had such Equipment Change not occurred. Upon the removal by LESSEE of any Part as above provided, title thereto shall, without further act, vest in LESSEE and such Part shall no longer be deemed part of the Aircraft from which it was removed. Any Part not removed from the Aircraft by LESSEE as provided above prior to a Redelivery Return Occasion shall remain the property of LESSOR. Notwithstanding the foregoing provisions of Section 8(C), LESSOR agrees that LESSEE may install replacement seats and galleys on the Aircraft. If the replacement seats and galleys are (i) owned by any third party and leased to LESSEE, (ii) sold to LESSEE subject to or other security interest, or (iii) lease to LESSEE 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 such seats and galleys as the result of such seats and galleys being installed in the Aircraft; provided, however (a) that LESSOR's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor or secured party shall not acquire or claim, as against LESSOR, any right, title or interest in the Aircraft, or any Part other than its interest in such seats or galleys by reason of such seats or galleys being installed thereon, and (b) that all of LESSEE's right, title and interest in and to any seats or galleys (but none of its obligations with respect thereto) not removed by LESSEE within thirty (30) days after an Event of Default shall, at such time, automatically become the property of LESSOR and subject to this Lease. Notwithstanding anything set forth herein to the contrary, in connection with a return of the Aircraft by LESSEE to LESSOR on the Expiration Date, LESSEE shall be entitled to remove and retain (with title vesting in LESSEE) the avionics black boxes installed by LESSEE with respect to the TCAS and windshear detection systems. All wiring installed by LESSEE in connection with the installation of the TCAS and windshear detection systems shall remain in the Aircraft and shall be deemed the property of LESSOR. In the event the FAA requires LESSEE to comply with the Stage III noise regulations set forth in FAR Part 36 and LESSEE cannot obtain an exemption or deferment for complying, LESSOR will, upon the request of LESSEE, provide financing to LESSEE for the acquisition of a shipset of Stage III hushkits suitable for installation on the Aircraft or, at LESSOR's election, provide such hushkits to LESSEE. Should LESSOR provide financing or the hushkits to LESSEE as contemplated in the preceding sentence, the Basic Rent will be adjusted upward so as to fully amortize the financing or the cost of the hushkits over the remaining term of the Lease based on the amount of the financing or the cost of the hushkits, as the case may be, and the prevailing interest rates applicable to an entity with the credit of LESSEE at such time. In the event LESSEE is required to install hushkits during the last twelve (12) months of the Base Term in order to meet Stage III noise regulations, LESSEE shall have the option of either (i) retaining the hushkits at the end of the Base Term (provided no Default or Event of Default has occurred and is continuing, and further provided, that LESSEE restores the Aircraft to the condition that it was in prior to the installation of the hushkits), in which case LESSOR will transfer title to the hushkits to LESSEE, or (ii) extending the term of the Lease on terms and conditions mutually acceptable to LESSEE and LESSOR. In the event LESSEE exercises the option set forth in (ii), LESSEE shall send a notice to LESSOR not later than one hundred twenty (120) days prior to the end of the Base Term and LESSOR and LESSEE shall have agreed on the terms and conditions of such extension not later than sixty (60) days prior to the end of the Base Term. In the event LESSEE has exercised option (ii), above, and LESSOR and LESSEE fail to reach an agreement on the terms and conditions for the extension of the Lease with the time period set forth above, then, in such event, the Base Term will be deemed to be extended for a one (1) year period of time from the Expiration Date and all other terms and conditions of this Lease will remain unchanged, except (i) the amount of Basic Rent which shall be equal to the greater of (x) the current fair market rental value for the Aircraft as of the Expiration Date and (y) the amount of Basic Rent then in effect immediately prior to the Expiration Date; and (ii) the Security Deposit will be increased so that the amount of the Security Deposit will at all time be equal to two month's Basic Rent. LESSOR shall bear no liability in respect of, or cost for, any Equipment Change, grounding of the Aircraft, suspension of certification thereof, or loss of revenue therefrom.

Equipment Changes. LESSEE, at its own expense, shall make such alterations and modifications in and additions to the Aircraft ("Equipment Changes") the Aircraft as may be required from time to time to meet the standards of the FAA and the Air Authority and of the Governmental Entity in the jurisdiction of which LESSEE elects to fly the Aircraft and whose approval or consent is required to permit LESSEE to fly over and/or into any geographical area with respect to which the Governmental Entity exercises authority. In addition, the term "Equipment Changes" shall mean modifications to or additions to the Aircraft that LESSEE, at its own expense, may from time to time deem desirable in the proper conduct of its business, provided that no such Equipment Change diminishes the value, utility, condition or airworthiness of the Aircraft below the value, utility, condition and airworthiness thereof immediately prior to such Equipment Change, assuming the Aircraft was then in the condition required to be maintained by the terms of this Lease, and provided further that LESSEE shall not change the configuration (other than the seating configuration) of the Aircraft during the Term (except the passenger seating configuration) hereof unless such configuration is approved by the Manufacturer, LESSOR and the Air Authority. Any Equipment Change other than the Equipment Changes relating to the installation of TCAS, Windshear detection system and the upgrade of the Engines from model JT8D-217C to JT8D-219 with an estimated cost in excess of Two Hundred Fifty Thousand ($250,000.00US$250,000) Dollars must be approved in advance by LESSOR, which approval will not be unreasonably withheld. In connection with the provisions of the preceding paragraph, LESSOR and LESSEE hereby acknowledge and agree that (1) LESSEE may modify the cockpit of the Aircraft in order to standardize same with LESSEE's fleet of Boeing 737-200 aircraft (provided such cockpit standardization is performed in accordance and complies with, the Maintenance Program and the rules and regulations of the FAA, in each case to the extent applicable, (2) all Parts removed from the cockpit of the Aircraft in connection with such cockpit standardization shall become the property of LESSEE (subject to the provisions of clause (3) of this sentence) and all Parts installed in the cockpit of the Aircraft in connection with such cockpit standardization shall become the property of LESSOR and subject to the terms of this Lease, (3) in connection with the cockpit standardization the Omega Navigation System (Litton 211) and the Doppler Radar System (collectively, the "Removed Xxxxxit Parts") will not be replaced (and are not required to be replaced) and that such Removed Cockpit Parts shall be returned to LESSOR upon the completion of such cockpit standardization and LESSEE shall have no claim, right, title or interest therein and such Removed Cockpit Parts shall be the property of LESSOR and not subject to the terms of this Lease, and (4) upon the return of the Aircraft by LESSEE to LESSOR on a Return Occasion, LESSEE, in its sole discretion, shall have the right to return the Aircraft with the cockpit configured in LESSEE's standard configuration for Boeing 737-200 aircraft or in the configuration that the cockpit was in on the Effective Date. Any and all modifications contemplated by this paragraph shall be effected at the sole cost and expense of LESSEE. Title to all Parts incorporated, installed in, attached or added to the Aircraft as the result of any such Equipment Change shall, without further act, vest in LESSOR; provided, however, that during the Term, Base Term LESSEE may remove any such Part if: (1) such Part is in addition to any Part originally incorporated or installed in or attached to such Aircraft at the time of delivery thereof hereunder; and (2) such Part is not required by the Air Authority or the Governmental Entity having jurisdiction to be incorporated, installed in, attached or added to the Aircraft; and (3) such Part can be removed from the Aircraft or can be replaced with a part of equal value to the Part installed upon delivery without diminishing or impairing the value, utility or airworthiness which the Aircraft would have had at such time, had such Equipment Change not occurred. Upon the removal by LESSEE of any Part as above provided, title thereto shall, without further act, vest in LESSEE and such Part shall no longer be deemed part of the Aircraft from which it was removed. Any Part not removed from the Aircraft by LESSEE as provided above prior to a Redelivery Return Occasion shall remain the property of LESSOR. Notwithstanding the foregoing provisions of Section 8(c), LESSOR agrees that LESSEE may install replacement seats and galleys on the Aircraft. If the replacement seats and galleys are (i) owned by any third party and leased to LESSEE, (ii) sold to LESSEE subject to a conditional sales contract or other security interest, or (iii) lease to LESSEE 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 such seats and galleys as the result of such seats and galleys being installed in the Aircraft; provided, however (a) that LESSOR's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor or secured party shall not acquire or claim, as against LESSOR, any right, title or interest in the Aircraft, or any Part other than its interest in such seats or galleys by reason of such seats or galleys being installed thereon, and (b) that all of LESSEE's right, title and interest in and to any seats or galleys (but none of its obligations with respect thereto) not removed by LESSEE within thirty (30) days after an Event of Default shall, at such time, automatically become the property of LESSOR and subject to this Lease. Notwithstanding anything set forth herein to the contrary, in connection with a return of the Aircraft by LESSEE to LESSOR on the Expiration Date, LESSEE shall be entitled to remove and retain (with title vesting in LESSEE) the avionics black boxes installed by LESSEE with respect to the TCAS and windshear detection systems. All wiring installed by LESSEE in connection with the installation of the TCAS and windshear detection systems and the mode S transponder (which shall be installed on the Aircraft at the time of delivery of the Aircraft by LESSOR to LESSEE on the Effective Date) shall remain in the Aircraft and shall be deemed the property of LESSOR. In the event the FAA requires LESSEE to comply with the Stage III noise regulations set forth in FAR Part 36 and LESSEE cannot obtain an exemption or deferment for complying, provided no Default or Event of Default has occurred and is continuing, LESSOR will, upon the request of LESSEE, provide financing to LESSEE for the acquisition of a shipset of Stage III hushkits suitable for installation on the Aircraft or, at LESSOR's election, provide such hushkits to LESSEE. Should LESSOR provide financing or the hushkits to LESSEE as contemplated in the preceding sentence, the Basic Rent will be adjusted upward so as to fully amortize the financing or the cost of the hushkits over the remaining term of the Lease based on the amount of the financing or the cost of the hushkits, as the case may be, and the prevailing interest rates applicable to an entity with the credit of LESSEE at such time. In the event LESSEE is required to install hushkits during the last twelve (12) months of the Base Term in order to meet Stage III noise regulations, LESSEE shall have the option of either (i) retaining the hushkits at the end of the Base Term (provided no Default or Event of Default has occurred and is continuing, and further provided, that LESSEE restores the Aircraft to the condition that it was in prior to the installation of the hushkits), in which case LESSOR will transfer title to the hushkits to LESSEE, or (ii) extending the term of the Lease on terms and conditions mutually acceptable to LESSEE and LESSOR. In the event LESSEE exercises the option set 30 forth in (ii), LESSEE shall send a notice to LESSOR not later than one hundred twenty (120) days prior to the end of the Base Term and LESSOR and LESSEE shall have agreed on the terms and conditions of such extension not later than sixty (60) days prior to the end of the Base Term. In the event LESSEE has exercised option (ii), above, and LESSOR and LESSEE fail to reach an agreement on the terms and conditions for the extension of the Lease with the time period set forth above, then, in such event, the Base Term will be deemed to be extended for a one (1) year period of time from the Expiration Date and all other terms and conditions of this Lease will remain unchanged, except (i) the amount of Basic Rent which shall be equal to the greater of (x) the current fair market rental value for the Aircraft as of the Expiration Date and (y) the amount of Basic Rent then in effect immediately prior to the Expiration Date; and (ii) the Security Deposit will be increased so that the amount of the Security Deposit will at all time be equal to two month's Basic Rent. LESSOR shall bear no liability in respect of, or cost for, any Equipment Change, grounding of the Aircraft, suspension of certification thereof, or loss of revenue therefrom.

Equipment Changes. LESSEE(a) Except as expressly provided herein or as a result of an AD or service bulletin or other requirement of the Aviation Authority or the Manufacturer, the Aircraft shall not be modified, altered, converted, or added to (an “Equipment Change”), provided that, subject to Lessor’s prior approval in writing, and in compliance with any conditions reasonably imposed by Lessor, Lessee may, at its Lessee’s own expense, shall make (or cause to be made) such alterations and modifications in and additions Equipment Changes to ("Equipment Changes") the Aircraft as Lessee may be required from time to time to meet the standards of the FAA and the Air Authority and of the Governmental Entity in the jurisdiction of which LESSEE elects to fly the Aircraft and whose approval or consent is required to permit LESSEE to fly over and/or into any geographical area with respect to which the Governmental Entity exercises authority. In additiondeem desirable, the term "Equipment Changes" shall mean modifications to or additions to the Aircraft that LESSEE, at its own expense, may from time to time deem desirable in the proper conduct of its business, provided that no so long as such Equipment Change diminishes does not result in a diminution in the value, utility, condition value or airworthiness utility of the Aircraft below the value, utility, condition and airworthiness thereof immediately prior to Aircraft. All such Equipment Change, assuming Changes shall be consistent with the Aircraft was then in the condition required to be maintained by the terms of this Lease, rules and provided further that LESSEE shall not change the configuration regulations of the Aircraft during the Term Aviation Authority. (except the passenger seating configurationb) unless such configuration is approved by the LESSOR and the Air Authority. Any Equipment Change other than the Equipment Changes relating to the installation of TCAS, Windshear detection system and the upgrade of the Engines from model JT8D-217C to JT8D-219 with an estimated cost in excess of Two Hundred Fifty Thousand ($250,000.00) Dollars must be approved in advance by LESSOR, which approval will not be unreasonably withheld. Title to all Parts incorporated, incorporated or installed in, in or attached or added to the Aircraft as the result of any such Equipment Change shall, without further act, vest in LESSORLessor and shall become subject to this Agreement, free of all Liens other than Permitted Liens; provided, however, that during the Termso long as no Event of Default shall be continuing, LESSEE Lessee may remove (or cause to be removed) any such Part if: (1) such Part is in addition to to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Aircraft at the time of delivery thereof hereunderDelivery or any part in replacement of or in substitution for any such original Part; and (2) such Part is not required to be incorporated, incorporated or installed in, in or attached or added to the AircraftAircraft pursuant to the provisions of Sections 7.1 hereof; and (3) such Part can be removed from the Aircraft or can be replaced with a part of equal value to the Part installed upon delivery without diminishing or impairing the value, utility value or airworthiness which the Aircraft would have had at such time, had such Equipment Change not occurred. Without limiting the generality of the immediately prior sentence, all loose equipment owned by Lessee which is placed on board the Aircraft (and remains loose equipment) shall remain owned by Lessee. AIRCRAFT LEASE AGREEMENT 23 MSN (c) Upon the removal by LESSEE Lessee of any such Part as above provided, title thereto shall, without further act, vest in LESSEE Lessee free and clear of all Lessor’s Liens and rights of Lessor and such Part part shall no longer be deemed part of the Aircraft from which it was removedAircraft. Any Part not removed from by Lessee as above provided prior to the Return of the Aircraft by LESSEE as provided above prior to a Redelivery Occasion shall remain the property of LESSOR. LESSOR shall bear no liability Lessor; provided that Lessor may require Lessee, by notice to Lessee given not later than the 60th day prior to end of the Term (except during the continuance of an Event of Default), to remove any Parts incorporated or installed in respect of, or cost for, any the Aircraft as a result of an Equipment Change and to restore the Aircraft to its condition prior to such Equipment Change, grounding prior to the end of the Aircraft, suspension of certification thereof, or loss of revenue therefromTerm.

Equipment Changes. LESSEE(a) Except as expressly provided herein or as a result of an AD or service bulletin or other requirement of the Aviation Authority or the Manufacturer, the Aircraft shall not be modified, altered, converted, or added to (an “Equipment Change”), provided that, subject to Lessor’s prior approval in writing, and in compliance with any conditions reasonably imposed by Lessor, Lessee may, at its Lessee’s own expense, shall make (or cause to be made) such alterations and modifications in and additions Equipment Changes to ("Equipment Changes") the Aircraft as Lessee may be required from time to time to meet the standards of the FAA and the Air Authority and of the Governmental Entity in the jurisdiction of which LESSEE elects to fly the Aircraft and whose approval or consent is required to permit LESSEE to fly over and/or into any geographical area with respect to which the Governmental Entity exercises authority. In additiondeem desirable, the term "Equipment Changes" shall mean modifications to or additions to the Aircraft that LESSEE, at its own expense, may from time to time deem desirable in the proper conduct of its business, provided that no so long as such Equipment Change diminishes does not result in a diminution in the value, utility, condition value or airworthiness utility of the Aircraft below the value, utility, condition and airworthiness thereof immediately prior to Aircraft. All such Equipment Change, assuming Changes shall be consistent with the Aircraft was then in the condition required to be maintained by the terms of this Lease, rules and provided further that LESSEE shall not change the configuration regulations of the Aircraft during the Term Aviation Authority. (except the passenger seating configurationb) unless such configuration is approved by the LESSOR and the Air Authority. Any Equipment Change other than the Equipment Changes relating to the installation of TCAS, Windshear detection system and the upgrade of the Engines from model JT8D-217C to JT8D-219 with an estimated cost in excess of Two Hundred Fifty Thousand ($250,000.00) Dollars must be approved in advance by LESSOR, which approval will not be unreasonably withheld. Title to all Parts incorporated, incorporated or installed in, in or attached or added to the Aircraft as the result of any such Equipment Change shall, without further act, vest in LESSORLessor and shall become subject to this Agreement, free of all Liens other than Permitted Liens; provided, however, that during the Termso long as no Event of Default shall be continuing, LESSEE Lessee may remove (or cause to be removed) any such Part if: (1) such Part is in addition to to, and not AIRCRAFT LEASE AGREEMENT 22 MSN in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Aircraft at the time of delivery thereof hereunderDelivery or any part in replacement of or in substitution for any such original Part; and (2) such Part is not required to be incorporated, incorporated or installed in, in or attached or added to the AircraftAircraft pursuant to the provisions of Sections 7.1 hereof; and (3) such Part can be removed from the Aircraft or can be replaced with a part of equal value to the Part installed upon delivery without diminishing or impairing the value, utility value or airworthiness which the Aircraft would have had at such time, had such Equipment Change not occurred. Without limiting the generality of the immediately prior sentence, all loose equipment owned by Lessee which is placed on board the Aircraft (and remains loose equipment) shall remain owned by Lessee. (c) Upon the removal by LESSEE Lessee of any such Part as above provided, title thereto shall, without further act, vest in LESSEE Lessee free and clear of all Lessor’s Liens and rights of Lessor and such Part part shall no longer be deemed part of the Aircraft from which it was removedAircraft. Any Part not removed from by Lessee as above provided prior to the Return of the Aircraft by LESSEE as provided above prior to a Redelivery Occasion shall remain the property of LESSOR. LESSOR shall bear no liability Lessor; provided that Lessor may require Lessee, by notice to Lessee given not later than the 60th day prior to end of the Term (except during the continuance of an Event of Default), to remove any Parts incorporated or installed in respect of, or cost for, any the Aircraft as a result of an Equipment Change and to restore the Aircraft to its condition prior to such Equipment Change, grounding prior to the end of the Aircraft, suspension of certification thereof, or loss of revenue therefromTerm.

Equipment Changes. LESSEE(a) Except as expressly provided herein or as a result of an AD or service bulletin or other requirement of the Aviation Authority or the Manufacturer, the Aircraft shall not be modified, altered, converted, or added to (an “Equipment Change”), provided that, subject to Lessor’s prior approval in writing, and in compliance with any conditions reasonably imposed by Lessor, Lessee may, at its Lessee’s own expense, shall make (or cause to be made) such alterations and modifications in and additions Equipment Changes to ("Equipment Changes") the Aircraft as Lessee may be required from time to time to meet the standards of the FAA and the Air Authority and of the Governmental Entity in the jurisdiction of which LESSEE elects to fly the Aircraft and whose approval or consent is required to permit LESSEE to fly over and/or into any geographical area with respect to which the Governmental Entity exercises authority. In additiondeem desirable, the term "Equipment Changes" shall mean modifications to or additions to the Aircraft that LESSEE, at its own expense, may from time to time deem desirable in the proper conduct of its business, provided that no so long as such Equipment Change diminishes does not result in a diminution in the value, utility, condition value or airworthiness utility of the Aircraft below the value, utility, condition and airworthiness thereof immediately prior to Aircraft. All such Equipment Change, assuming Changes shall be consistent with the Aircraft was then in the condition required to be maintained by the terms of this Lease, rules and provided further that LESSEE shall not change the configuration regulations of the Aircraft during the Term Aviation Authority. (except the passenger seating configurationb) unless such configuration is approved by the LESSOR and the Air Authority. Any Equipment Change other than the Equipment Changes relating to the installation of TCAS, Windshear detection system and the upgrade of the Engines from model JT8D-217C to JT8D-219 with an estimated cost in excess of Two Hundred Fifty Thousand ($250,000.00) Dollars must be approved in advance by LESSOR, which approval will not be unreasonably withheld. Title to all Parts incorporated, incorporated or installed in, in or attached or added to the Aircraft as the result of any such Equipment Change shall, without further act, vest in LESSORLessor and shall become subject to this Agreement, free of all Liens other than Permitted Liens; provided, however, that during the Termso long as no Event of Default shall be continuing, LESSEE Lessee may remove (or cause to be removed) any such Part if: (1) such Part is in addition to to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such the Aircraft at the time of delivery thereof hereunderDelivery or any part in replacement of or in substitution for any such original Part; and (2) such Part is not required to be incorporated, incorporated or installed in, in or attached or added to the AircraftAircraft pursuant to the provisions of Sections 7.1 hereof; and (3) such Part can be removed from the Aircraft or can be replaced with a part of equal value to the Part installed upon delivery without diminishing or impairing the value, utility value or airworthiness which the Aircraft would have had at such time, had such Equipment Change not occurred. Without limiting the generality of the immediately prior sentence, all loose equipment owned by Lessee which is placed on board the Aircraft (and remains loose equipment) shall remain owned by Lessee. MSN Initials: ABX: DHL: (c) Upon the removal by LESSEE Lessee of any such Part as above provided, title thereto shall, without further act, vest in LESSEE Lessee free and clear of all Lessor’s Liens and rights of Lessor and such Part part shall no longer be deemed part of the Aircraft from which it was removedAircraft. Any Part not removed from by Lessee as above provided prior to the Return of the Aircraft by LESSEE as provided above prior to a Redelivery Occasion shall remain the property of LESSOR. LESSOR shall bear no liability Lessor; provided that Lessor may require Lessee, by notice to Lessee given not later than the 60th day prior to end of the Term (except during the continuance of an Event of Default), to remove any Parts incorporated or installed in respect of, or cost for, any the Aircraft as a result of an Equipment Change and to restore the Aircraft to its condition prior to such Equipment Change, grounding prior to the end of the Aircraft, suspension of certification thereof, or loss of revenue therefromTerm.