Common use of Limitation on Modification Payments and Capital Expenditures Clause in Contracts

Limitation on Modification Payments and Capital Expenditures. The Borrower shall not, and shall not permit any Borrower Subsidiary to, make any capital expenditures for the purpose of effecting any optional improvement or modification of any Aircraft, including, without limitation, the optional conversion (an “Aircraft Conversion”) of any Aircraft from a passenger aircraft to a cargo or mixed use aircraft, or for the purpose of purchasing or otherwise acquiring any engines or parts outside of the ordinary course of business, in each case other than (i) any capital expenditure made in the ordinary course of business in connection with a lease or sale of such Aircraft and (ii) (x) maintenance expenses to keep such Aircraft airworthy in all respects and in good repair and condition in accordance with international airline industry standards, (y) expenses incurred in order to comply with all airworthiness directives and mandatory orders and other requirements applicable to such Aircraft (each such non-excluded expenditure, a “Modification Payment”); provided, that (a) the Borrower may make any capital expenditures, including any Modification Payments, from funds distributed to the Borrower pursuant to the Flow of Funds so long as no Event of Default shall then exist or would occur as a result thereof and (b) no Aircraft Conversion shall result in an Aircraft Limitation Event, and (z) any capital expenditures which may be made by the Servicer without the express prior written approval of the Borrower under Section 7.04 of the Servicing Agreement; provided that this clause (z) shall not be deemed to permit modifications to the then current Approved Budget to the extent that such modifications consist of capital expenditures not otherwise permitted under this Section 9.23.

Limitation on Modification Payments and Capital Expenditures. The Borrower Except for provisions for capital expenditures existing in Initial Leases on the related Closing Date under the terms hereof, the Issuer shall not, and shall not permit any Borrower ACS Bermuda Subsidiary to, make any capital expenditures for the purpose of effecting any optional improvement or modification of any Aircraft, including, including without limitation, limitation the optional conversion (an “"Aircraft Conversion”") of any Aircraft from a passenger aircraft to a cargo freighter or mixed mixed-use aircraft, or for the purpose of purchasing or otherwise acquiring any engines Engines or parts Parts outside of the ordinary course of business, in each case other than (i) excluding any capital expenditure made in the ordinary course of business in connection with a new lease or sale of such Aircraft and (ii) (x) maintenance expenses to keep such Aircraft airworthy in all respects and in good repair and condition in accordance with international airline industry standards, (y) expenses incurred in order to comply with all airworthiness directives and mandatory orders and other requirements applicable to such Aircraft (each such non-excluded expenditure, a “"Modification Payment”", and each Modification Payment in respect of an Aircraft Conversion, a "Conversion Payment"); provided, that . (a) the Borrower may make any capital expenditures, including any Modification Payments, from funds distributed Issuer has provided an information memorandum containing information and analysis with respect to the Borrower pursuant related Aircraft Conversion to the Flow of Funds so long as no Event of Default shall then exist Policy Provider and the Rating Agencies, together with a certification by the Issuer that such Aircraft Conversion will not materially adversely affect the Holders or would occur as a result thereof and the Policy Provider, (b) no Aircraft the Issuer has provided written notification to the Initial Credit Facility Provider at least five Business Days prior to making a Conversion shall result in an Aircraft Limitation EventElection, and (zc) with respect to any capital expenditures which widebody aircraft, the prior written consent of the Policy Provider and a Rating Agency Confirmation has been obtained; provided that, if the estimated total cost of the conversion (as determined by a quote from the maintenance facility where such Aircraft Conversion is to take place) exceeds $4,000,000, the prior written consent of the Policy Provider to such Aircraft Conversion has been received; (iii) the Aircraft Conversion will not result in a Concentration Default; (iv) not more than three Aircraft Conversions with respect to any narrowbody aircraft for all of the ACS Group Members may be made without obtaining a Rating Agency Confirmation and the prior written consent of the Policy Provider; (v) after the fifth anniversary of the Initial Closing Date, or in the event a DSCR Failure has occurred, no Aircraft Conversions may be made (which begin after the fifth anniversary of the Initial Closing Date or the occurrence of a DSCR Failure) without obtaining a Rating Agency Confirmation and the prior written consent of the Policy Provider;(vi) a scheduled conversion slot has been obtained by the Servicer without the express prior written approval relevant ACS Bermuda Group Member and (vii) an executed letter of the Borrower under Section 7.04 of the Servicing Agreement; provided that this clause (z) shall not be deemed intent has been entered into with a lessee with respect to permit modifications to the then current Approved Budget to the extent that such modifications consist of capital expenditures not otherwise permitted under this Section 9.23.Aircraft;

Limitation on Modification Payments and Capital Expenditures. The Borrower Issuer shall not, and shall not permit any Borrower Issuer Subsidiary to, make any capital expenditures for the purpose of effecting any optional improvement or modification of any Aircraft, including, including without limitation, limitation the optional conversion (an “Aircraft Conversion”) of any Aircraft from a passenger aircraft to a cargo or mixed use aircraft, or for the purpose of purchasing or otherwise acquiring any engines Engines or parts Parts outside of the ordinary course of business, in each case other than (i) excluding any capital expenditure made in the ordinary course of business in connection with a lease or sale of such Aircraft and (ii) (x) maintenance expenses to keep such Aircraft airworthy in all respects and in good repair and condition in accordance with international airline industry standards, (y) expenses incurred in order to comply with all airworthiness directives and mandatory orders and other requirements applicable to such Aircraft (each such non-excluded expenditure, a “Modification Payment”, and each Modification Payment in respect of an Aircraft Conversion, a “Conversion Payment”). Notwithstanding the foregoing, the Issuer may, and may permit any Issuer Subsidiary to (x) make Conversion Payments from amounts on deposit in the Aircraft Conversion Account (which shall only be funded by capital contributions made by the holders of the Class A Shares or the issuance of Additional Notes) and (y) make Modification Payments (other than Conversion Payments) the aggregate net cash cost of all of which Modification Payments made by the Issuer Group, taken as a whole, pursuant to this Section 5.02(i) after the after the Initial Closing Date, including such Modification Payment, shall not exceed (as of the date of such Modification Payment) 5% of the aggregate initial Average Base Value of all Aircraft in the Portfolio; provided, that however, that, if (a1) such Modification Payment shall be financed through capital contributions from the Borrower may make any holders of the Class A Shares, the foregoing clause (y) shall not apply and (2) such Modification Payment is in respect of the installation of main deck cargo doors on the two Boeing 767-200PC Aircraft bearing manufacturer’s serial numbers 23022 and 23140, respectively (on lease to ABX Air, Inc. as of the Initial Closing Date), the foregoing limitations in clauses (x) and (y) shall not apply to the extent such Modification Payment is funded from capital expenditurescontributions from the holders of the Class A Shares or as a Permitted Accrual. For the avoidance of doubt, including any Modification Payments, from funds distributed Payments permitted to the Borrower pursuant to the Flow of Funds so long as no Event of Default shall then exist or would occur as a result thereof and (b) no Aircraft Conversion shall result in an Aircraft Limitation Event, and (z) any capital expenditures which may be made by the Servicer without the express prior written approval of the Borrower Issuer under Section 7.04 of the Servicing Agreement; Agreement shall be expressly permitted under this Indenture, provided that this clause (z) the references therein to modifications permitted in the then current “Approved Budget” shall not be deemed to permit modifications to the then current Approved Budget to the extent thereunder any Modification Payments that such modifications consist of capital expenditures are not otherwise permitted under this Section 9.23section.

Limitation on Modification Payments and Capital Expenditures. The Borrower Issuer shall not, and shall not permit any Borrower Issuer Subsidiary to, make any capital expenditures for the purpose of effecting any optional improvement or modification of any Aircraft, including, without limitation, the optional conversion (an “Aircraft Conversion”) of any Aircraft from a passenger aircraft to a cargo or mixed use aircraft, or for the purpose of purchasing or otherwise acquiring any engines Engines or parts Parts outside of the ordinary course of business, in each case other than (i) excluding any capital expenditure made in the ordinary course of business in connection with an Initial Lease or a new lease or sale of such Aircraft and (ii) (x) maintenance expenses to keep such Aircraft airworthy in all respects and in good repair and condition in accordance with international airline industry standards, (y) expenses incurred in order to comply with all airworthiness directives and mandatory orders and other requirements applicable to such Aircraft (each such non-excluded expenditure, a “Modification Payment”); provided, that (a) the Borrower may make any capital expenditures, including any Modification Payments, from funds distributed to the Borrower pursuant to the Flow of Funds so long as no Event of Default shall then exist or would occur as a result thereof and (b) no Aircraft Conversion shall result in an Aircraft Limitation Event, and (z) excluding any capital expenditures which made under Leases under provisions in effect on the Closing Date therefor. Notwithstanding the foregoing, the Issuer may, and may permit any Issuer Subsidiary to make Modification Payments; provided that (i) each Modification Payment, together with all other Modification Payments made after the Initial Delivery Date pursuant to this Section 5.02(i) with respect to any single Aircraft, does not exceed the aggregate amount of funds that would be made by the Servicer without the express prior written approval necessary to perform one incidence of the Borrower under Section 7.04 of heavy maintenance (as described in the Servicing Agreement) on such Aircraft, including the airframe and the related Engines thereof; provided that (ii) such Modification Payment is included in the annual operating budget of the Issuer Group and approved by the Board; and (iii) the aggregate amount of all Modification Payments made by all Issuer Group Members, taken as a whole, pursuant to this clause (zSection 5.02(i) after the Initial Closing Date, including such Modification Payment, shall not be deemed to permit modifications to exceed 5% of the then current Approved Budget to aggregate Initial Appraised Value of all Aircraft acquired by the extent that such modifications consist of capital expenditures not otherwise permitted under this Section 9.23Issuer Group).

Limitation on Modification Payments and Capital Expenditures. The Borrower Issuer shall not, and shall not permit any Borrower Issuer Subsidiary to, make any capital expenditures for the purpose of effecting any optional improvement or modification of any Aircraft, including, without limitation, for the optional conversion (an “Aircraft Conversion”) of any Aircraft from a passenger aircraft to a cargo freighter or mixed mixed-use aircraft, or for the purpose of purchasing or otherwise acquiring any engines Engines or parts Parts outside of the ordinary course of businessbusiness (each such expenditure, in each case other than a "Modification Payment"). Notwithstanding the foregoing, the Issuer may, and may permit any Issuer Subsidiary to, make Modification Payments; provided that (i) each Modification Payment, together with all other Modification Payments made after the Initial Closing Date pursuant to this Section 5.02(i) with respect to any capital expenditure made single Aircraft, do not exceed the aggregate amount of funds that would be necessary to perform one incidence of heavy maintenance (as described in the ordinary course of business in connection with a lease applicable Servicing Agreement or sale of Additional Servicing Agreement) on such Aircraft Aircraft, including the airframe and the related Engines thereof; (ii) such Modification Payment is included in the annual operating budget of the AerCo Group and approved by the Board of the Issuer; (xiii) maintenance expenses the amount of funds necessary to keep make such Aircraft airworthy Modification Payment shall have been accrued in advance as a Permitted Accrual in the Expense Account through transfers into the Expense Account pursuant to Section 3.08(a)(xvi) hereof or otherwise allowed to be paid under Section 5.02(f) hereof; and (iv) the aggregate amount of all respects Modification Payments made by all AerCo Group Members, taken as a whole, pursuant to this Section 5.02(i) and in good repair and condition in accordance with international airline industry standardspursuant to any Guarantor Indenture after the Initial Closing Date, (y) expenses incurred in order to comply with all airworthiness directives and mandatory orders and other requirements applicable to including such Aircraft (each such non-excluded expenditure, a “Modification Payment”); provided, that (a) the Borrower may make any capital expenditures, including any Modification Payments, from funds distributed to the Borrower pursuant to the Flow of Funds so long as no Event of Default shall then exist or would occur as a result thereof and (b) no Aircraft Conversion shall result in an Aircraft Limitation Event, and (z) any capital expenditures which may be made by the Servicer without the express prior written approval not exceed 5% of the Borrower under Section 7.04 aggregate Initial Appraised Value of the Servicing Agreement; provided that this clause (z) shall not be deemed to permit modifications to the then current Approved Budget to the extent that such modifications consist of capital expenditures not otherwise permitted under this Section 9.23all Aircraft acquired by AerCo Group.

Limitation on Modification Payments and Capital Expenditures. The Borrower Issuer shall not, and shall not permit any Borrower Issuer Subsidiary to, make any capital expenditures for the purpose of effecting any optional improvement or modification of any Aircraft, including, without limitation, for the optional conversion (an “Aircraft Conversion”) of any Aircraft from a passenger aircraft to a cargo freighter or mixed mixed-use aircraft, or for the purpose of purchasing or otherwise acquiring any engines Engines or parts Parts outside of the ordinary course of businessbusiness (each such expenditure, in each case other than a "Modification Payment"). Notwithstanding the foregoing, the Issuer may, and may permit any Issuer Subsidiary to, make Modification Payments; provided that (i) each Modification Payment, together with all other Modification Payments made after the Initial Closing Date pursuant to this Section 5.02(i) with respect to any capital expenditure made single Aircraft, do not exceed the aggregate amount of funds that would be necessary to perform one incidence of heavy maintenance (as described in the ordinary course of business in connection with a lease applicable Servicing Agreement or sale of Additional Servicing Agreement) on such Aircraft Aircraft, including the airframe and the related Engines thereof; (ii) such Modification Payment is included in the annual operating budget of the MSAF Group and approved by the Controlling Trustees; (xiii) maintenance expenses the amount of funds necessary to keep make such Aircraft airworthy Modification Payment shall have been accrued in advance as a Permitted Accrual in the Expense Account through transfers into the Expense Account pursuant to Section 3.08(a)(xvi) hereof or otherwise allowed to be paid under Section 5.02(f) hereof; and (iv) the aggregate amount of all respects Modification Payments made by all MSAF Group Members, taken as a whole, pursuant to this Section 5.02(i) and in good repair and condition in accordance with international airline industry standardspursuant to any Guarantor Indenture after the Initial Closing Date, (y) expenses incurred in order to comply with all airworthiness directives and mandatory orders and other requirements applicable to including such Aircraft (each such non-excluded expenditure, a “Modification Payment”); provided, that (a) the Borrower may make any capital expenditures, including any Modification Payments, from funds distributed to the Borrower pursuant to the Flow of Funds so long as no Event of Default shall then exist or would occur as a result thereof and (b) no Aircraft Conversion shall result in an Aircraft Limitation Event, and (z) any capital expenditures which may be made by the Servicer without the express prior written approval not exceed 5% of the Borrower under Section 7.04 aggregate Initial Appraised Value of the Servicing Agreement; provided that this clause (z) shall not be deemed to permit modifications to the then current Approved Budget to the extent that such modifications consist of capital expenditures not otherwise permitted under this Section 9.23all Aircraft acquired by MSAF Group.

Limitation on Modification Payments and Capital Expenditures. The Borrower Issuer shall not, and shall not permit any Borrower Issuer Subsidiary to, make any capital expenditures for the purpose of effecting any optional improvement or modification of any Aircraft, including, including without limitation, limitation the optional conversion (an “Aircraft Conversion”) of any Aircraft from a passenger aircraft to a cargo freighter or mixed mixed-use aircraft, or for the purpose of purchasing or otherwise acquiring any engines Engines or parts Parts outside of the ordinary course of business, in each case other than (i) excluding any capital expenditure made in the ordinary course of business in connection with a new lease or sale of such Aircraft and (ii) (x) maintenance expenses to keep such Aircraft airworthy in all respects and in good repair and condition in accordance with international airline industry standards, (y) expenses incurred in order to comply with all airworthiness directives and mandatory orders and other requirements applicable to such Aircraft (each such non-excluded expenditure, a “"Modification Payment”"). Notwithstanding the foregoing, the Issuer may, and may permit any Issuer Subsidiary to, make Modification Payments; provided, provided that (ai) each Modification Payment, together with all other Modification Payments made after the Borrower may make any capital expenditures, including any Modification Payments, from funds distributed to the Borrower Initial Closing Date pursuant to this Section 5.02(i) with respect to any single Aircraft, do not exceed the Flow aggregate amount of Funds so long funds that would be necessary to perform one incidence of heavy maintenance (as no Event of Default shall then exist or would occur as a result thereof and (b) no Aircraft Conversion shall result described in an Aircraft Limitation Event, and (z) any capital expenditures which may be made by the Servicer without the express prior written approval of the Borrower under Section 7.04 of the Servicing Agreement) on such Aircraft, including the airframe and the related Engines thereof; provided that (ii) (A) such Modification Payment is included in the annual operating budget of the Issuer Group and approved by the Controlling Trustees or (B) the amount of funds necessary to make such Modification Payment shall have been accrued in advance as a Permitted Accrual in the Expense Account through transfers into the Expense Account pursuant to Section 3.08(a)(xxviii) hereof or otherwise allowed to be paid under Section 5.02(f) hereof; and (iv) the aggregate amount of all Modification Payments made by all Issuer Group Members, taken as a whole, pursuant to this clause (zSection 5.02(i) after the Initial Closing Date, including such Modification Payment, shall not be deemed to permit modifications to exceed 5% of the then current Approved Budget to aggregate Initial Appraised Value of all Aircraft acquired by the extent that such modifications consist of capital expenditures not otherwise permitted under this Section 9.23.Issuer Group. 105

Limitation on Modification Payments and Capital Expenditures. The Borrower shall not, and shall not permit any Borrower Subsidiary to, make any capital expenditures for the purpose of effecting any optional improvement or modification of any Aircraft, including, without limitation, the optional conversion (an “Aircraft Conversion”) of any Aircraft from a passenger aircraft to a cargo or mixed use aircraft, or for the purpose of purchasing or otherwise acquiring any engines or parts outside of the ordinary course of business, in each case other than (i) any capital expenditure made in the ordinary course of 87 business in connection with a lease or sale of such Aircraft and (ii) (x) maintenance expenses to keep such Aircraft airworthy in all respects and in good repair and condition in accordance with international airline industry standards, (y) expenses incurred in order to comply with all airworthiness directives and mandatory orders and other requirements applicable to such Aircraft (each such non-excluded expenditure, a “Modification Payment”); provided, that (a) the Borrower may make any capital expenditures, including any Modification Payments, from funds distributed to the Borrower pursuant to the Flow of Funds so long as no Event of Default shall then exist or would occur as a result thereof and (b) no Aircraft Conversion shall result in an Aircraft Limitation Event, and (z) any capital expenditures which may be made by the Servicer without the express prior written approval of the Borrower under Section 7.04 of the Servicing Agreement; provided that this clause (z) shall not be deemed to permit modifications to the then current Approved Budget to the extent that such modifications consist of capital expenditures not otherwise permitted under this Section 9.23.

Limitation on Modification Payments and Capital Expenditures. The Borrower Issuer shall not, and shall not permit any Borrower Issuer Subsidiary to, make any capital expenditures for the purpose of effecting any optional improvement or modification of any Aircraft, including, including without limitation, limitation the optional conversion (an “Aircraft Conversion”) of any Aircraft from a passenger aircraft to a cargo freighter or mixed mixed-use aircraft, or for the purpose of purchasing or otherwise acquiring any engines Engines or parts Parts outside of the ordinary course of business, in each case other than (i) excluding any capital expenditure made in the ordinary course of business in connection with a new lease or sale of such Aircraft and (ii) (x) maintenance expenses to keep such Aircraft airworthy in all respects and in good repair and condition in accordance with international airline industry standards, (y) expenses incurred in order to comply with all airworthiness directives and mandatory orders and other requirements applicable to such Aircraft (each such non-excluded expenditure, a “Modification Payment”); provided, that (a) the Borrower may make any capital expenditures, including any and each Modification Payments, from funds distributed to the Borrower pursuant to the Flow Payment in respect of Funds so long as no Event of Default shall then exist or would occur as a result thereof and (b) no Aircraft Conversion shall result in an Aircraft Limitation EventConversion, a “Conversion Payment”) and (z) excluding any capital expenditures which made under Leases under provisions in effect on the Closing Date therefor. Notwithstanding the foregoing, the Issuer may, and may permit any Issuer Subsidiary to: (x) make Modification Payments (in the case of Conversion Payments, with respect to those not financed by Additional Notes); provided that (i) each Modification Payment, together with all other Modification Payments made after the Second Closing Date pursuant to this Section 5.02(i) with respect to any single Aircraft, does not exceed the aggregate amount of funds that would be made by the Servicer without the express prior written approval necessary to perform one incidence of the Borrower under Section 7.04 of heavy maintenance (as described in the Servicing Agreement) on such Aircraft, including the airframe and the related Engines thereof; provided that (ii) (A) such Modification Payment is included in the annual operating budget of the Issuer Group and approved by the Board or (B) the amount of funds necessary to make such Modification Payment shall have been accrued in advance as a Permitted Accrual in the Expense Account through transfers into the Expense Account pursuant to Section 3.09(a)(vi) or otherwise allowed to be paid under Section 5.02(f); (iii) the aggregate amount of all Modification Payments made by all Issuer Group Members, taken as a whole, pursuant to this Section 5.02(i) after the Second Closing Date, including such Modification Payment, shall not exceed 5% of the aggregate Initial Appraised Value of all Aircraft acquired by the Issuer Group and (iv) such Modification Payment is made with the prior written consent of the Policy Provider and (y) make any Conversion Payment from the proceeds of Additional Notes issued in accordance with Section 2.11 in which case the limitations in clause (zx) shall do not be deemed to permit modifications to apply (other than the then current Approved Budget to the extent that such modifications consist limitation in clause (iv) of capital expenditures not otherwise permitted under this Section 9.23clause (x)).