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

Limitation on Modification Payments and Capital Expenditures. Except for provisions for capital expenditures existing in Initial Leases on the related Closing Date under the terms hereof disclosed on Schedule 6 hereto, the Borrower shall not, and shall not permit any ACS Ireland 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 freighter or mixed-use aircraft, or for the purpose of purchasing or otherwise acquiring any Engines or Parts outside of the ordinary course of business, excluding any capital expenditure made in the ordinary course of business in connection with a new lease of 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 Borrower may, and may permit any ACS Ireland Subsidiary to: (y) make Conversion Payments from any amounts on deposit in the Aircraft Conversion Account as a result of one or more Conversion Elections; provided that; (i) the full amount of the cost of such Aircraft Conversion is on deposit in the Aircraft Conversion Account prior to any Conversion Payments for such Aircraft Conversion being made (other than any deposit or similar amount) (ii)(a) the Borrower has provided an information memorandum containing information and analysis with respect to the related Aircraft Conversion to the Facility Agent and (b) the Borrower has provided written notification to the Facility Agent and Liquidity Facility Provider at least five Business Days prior to making a Conversion Election; (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 ACS Group Members may be made without the prior written consent of the Facility Agent and no Aircraft Conversions with respect to any widebody aircraft for all of the ACS Group Members may be made without obtaining the prior written consent of the Lenders having 100% of all Credit Exposures; (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 the prior written consent of the Lenders having 100% of all Credit Exposures; (vi) a scheduled conversion slot has been obtained by the relevant ACS Ireland Group Member and (vii) an executed letter of intent has been entered into with a lessee with respect to such Aircraft; and (z) make Modification Payments if the prior written consent of the Facility Agent has been obtained (other than with respect to any Conversion Payments); provided that (i) each Modification Payment (other than Conversion Payments), together with all other Modification Payments (other than Conversion Payments) made after the Initial Closing Date pursuant to this Section 5.02(i) with respect to any 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 Irish Remarketing Services Agreement) on such Aircraft, including the airframe and the related Engines thereof; and (ii) (A) such Modification Payment is included in the annual operating budget of the ACS Ireland Group, (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) hereof or otherwise allowed to be paid under Section 5.02(f) hereof or (C) the amount of funds to make such Modification Payment is in the Aircraft Conversion Account.

Limitation on Modification Payments and Capital Expenditures. Except for provisions for capital expenditures existing in Initial Leases on the related Closing Date under the terms hereof disclosed on Schedule 6 hereto, the Borrower shall not, and shall not permit any ACS Ireland Bermuda 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 freighter or mixed-use aircraft, or for the purpose of purchasing or otherwise acquiring any Engines or Parts outside of the ordinary course of business, excluding any capital expenditure made in the ordinary course of business in connection with a new lease of 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 Borrower may, and may permit any ACS Ireland Bermuda Subsidiary to: (y) make Conversion Payments from any amounts on deposit in the Aircraft Conversion Account as a result of one or more Conversion Elections; provided that; (i) the full amount of the cost of such Aircraft Conversion is on deposit in the Aircraft Conversion Account prior to any Conversion Payments for such Aircraft Conversion being made (other than any deposit or similar amount) (ii)(a) the Borrower has provided an information memorandum containing information and analysis with respect to the related Aircraft Conversion to the Facility Agent and (b) the Borrower has provided written notification to the Facility Agent and Liquidity Facility Provider at least five Business Days prior to making a Conversion Election; (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 ACS Group Members may be made without the prior written consent of the Facility Agent and no Aircraft Conversions with respect to any widebody aircraft for all of the ACS Group Members may be made without obtaining the prior written consent of the Lenders having 100% of all Credit Exposures; (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 the prior written consent of the Lenders having 100% of all Credit Exposures; (vi) a scheduled conversion slot has been obtained by the relevant ACS Ireland Bermuda Group Member and (vii) an executed letter of intent has been entered into with a lessee with respect to such Aircraft; and (z) make Modification Payments if the prior written consent of the Facility Agent has been obtained (other than with respect to any Conversion Payments); provided that (i) each Modification Payment (other than Conversion Payments), together with all other Modification Payments (other than Conversion Payments) made after the Initial Closing Date pursuant to this Section 5.02(i) with respect to any 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 Irish Bermudian Remarketing Services Agreement) on such Aircraft, including the airframe and the related Engines thereof; and (ii) (A) such Modification Payment is included in the annual operating budget of the ACS Ireland Bermuda Group, (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) hereof or otherwise allowed to be paid under Section 5.02(f) hereof or (C) the amount of funds to make such Modification Payment is in the Aircraft Conversion Account.

Limitation on Modification Payments and Capital Expenditures. Except for provisions for capital expenditures existing in Initial Leases on the related Closing Date under the terms hereof disclosed on Schedule 6 heretohereof, the Borrower Issuer shall not, and shall not permit any ACS Ireland Bermuda 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 freighter or mixed-use aircraft, or for the purpose of purchasing or otherwise acquiring any Engines or Parts outside of the ordinary course of business, excluding any capital expenditure made in the ordinary course of business in connection with a new lease of 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 Borrower Issuer may, and may permit any ACS Ireland Bermuda Subsidiary to: (yx) make Conversion Payments from any amounts on deposit in the Aircraft Conversion Account as a result of one or more Conversion Elections; provided that; that (i) the full amount of the cost of such Aircraft Conversion is on deposit in the Aircraft Conversion Account prior to any Conversion Payments for such Aircraft Conversion being made (other than any deposit or similar amount) ); (ii)(a) the Borrower Issuer has provided an information memorandum containing information and analysis with respect to the related Aircraft Conversion to the Facility Agent 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 the Policy Provider, (b) the Borrower Issuer has provided written notification to the Facility Agent and Liquidity Initial Credit Facility Provider at least five Business Days prior to making a Conversion Election, and (c) with respect to any 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 ACS Group Members may be made without the prior written consent of the Facility Agent and no Aircraft Conversions with respect to any widebody aircraft for all of the ACS Group Members may be made without obtaining a Rating Agency Confirmation and the prior written consent of the Lenders having 100% of all Credit ExposuresPolicy 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 Lenders having 100% of all Credit Exposures; (viPolicy Provider;(vi) a scheduled conversion slot has been obtained by the relevant ACS Ireland Bermuda Group Member and (vii) an executed letter of intent has been entered into with a lessee with respect to such Aircraft; and (zy) make Modification Payments if the prior written consent of the Policy Provider and (after May 31, 2017 only) the Initial Credit Facility Agent Provider has been obtained (other than with respect to any Conversion Payments); provided that (i) each Modification Payment (other than Conversion Payments), together with all other Modification Payments (other than Conversion Payments) made after the Initial Closing Date pursuant to this Section 5.02(i) with respect to any 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 Irish Bermudian Remarketing Services Agreement) on such Aircraft, including the airframe and the related Engines thereof; and (ii) (A) such Modification Payment is included in the annual operating budget of the ACS Ireland Bermuda Group, (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) hereof or otherwise allowed to be paid under Section 5.02(f) hereof or (C) the amount of funds to make such Modification Payment is in the Aircraft Conversion Account; and (z) make any Conversion Payment from the proceeds of Additional Securities issued in accordance with Section 2.12 hereof in which case the limitations in clause (x) do not apply.

Limitation on Modification Payments and Capital Expenditures. Except for provisions for capital expenditures existing in Initial Leases on the related Closing Date under the terms hereof disclosed on Schedule 6 heretohereof, the Borrower Issuer shall not, and shall not permit any ACS Ireland 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 freighter or mixed-use aircraft, or for the purpose of purchasing or otherwise acquiring any Engines or Parts outside of the ordinary course of business, excluding any capital expenditure made in the ordinary course of business in connection with a new lease of 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 Borrower Issuer may, and may permit any ACS Ireland Subsidiary to: (yx) make Conversion Payments from any amounts on deposit in the Aircraft Conversion Account as a result of one or more Conversion Elections; provided that; that (i) the full amount of the cost of such Aircraft Conversion is on deposit in the Aircraft Conversion Account 124 prior to any Conversion Payments for such Aircraft Conversion being made (other than any deposit or similar amount) ); (ii)(a) the Borrower Issuer has provided an information memorandum containing information and analysis with respect to the related Aircraft Conversion to the Facility Agent 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 the Policy Provider, (b) the Borrower Issuer has provided written notification to the Facility Agent and Liquidity Initial Credit Facility Provider at least five Business Days prior to making a Conversion Election, and (c) with respect to any 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 ACS Group Members may be made without the prior written consent of the Facility Agent and no Aircraft Conversions with respect to any widebody aircraft for all of the ACS Group Members may be made without obtaining a Rating Agency Confirmation and the prior written consent of the Lenders having 100% of all Credit ExposuresPolicy 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 Lenders having 100% of all Credit ExposuresPolicy Provider; (vi) a scheduled conversion slot has been obtained by the relevant ACS Ireland Group Member and (vii) an executed letter of intent has been entered into with a lessee with respect to such Aircraft; and (zy) make Modification Payments if the prior written consent of the Policy Provider and (after May 31, 2017 only) the Initial Credit Facility Agent Provider has been obtained (other than with respect to any Conversion Payments); provided that (i) each Modification Payment (other than Conversion Payments), together with all other Modification Payments (other than Conversion Payments) made after the Initial Closing Date pursuant to this Section 5.02(i) with respect to any 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 Irish Remarketing Services Agreement) on such Aircraft, including the airframe and the related Engines thereof; and (ii) (A) such Modification Payment is included in the annual operating budget of the ACS Ireland Group, (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) hereof or otherwise allowed to be paid under Section 5.02(f) hereof or (C) the amount of funds to make such Modification Payment is in the Aircraft Conversion Account; and (z) make any Conversion Payment from the proceeds of Additional Securities issued in accordance with Section 2.12 hereof in which case the limitations in clause (x) do not apply.

Limitation on Modification Payments and Capital Expenditures. Except for provisions for capital expenditures existing in Initial Leases on the related Closing Date under the terms hereof disclosed on Schedule 6 hereto, the Borrower The Issuer shall not, and shall not permit any ACS Ireland 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 freighter cargo or mixed-mixed use aircraft, or for the purpose of purchasing or otherwise acquiring any Engines or Parts outside of the ordinary course of business, excluding any capital expenditure made in the ordinary course of business in connection with a new lease or sale of 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 Borrower Issuer may, and may permit any ACS Ireland Issuer Subsidiary to: to (yx) make Conversion Payments from any amounts on deposit in the Aircraft Conversion Account as a result of one or more Conversion Elections; provided that; that (i) the full amount of the cost of such Aircraft Conversion is on deposit in the Aircraft Conversion Account prior to any Conversion Payments for such Aircraft Conversion being made (other than any deposit or similar amount) made; (ii)(a) the Borrower Issuer has provided an information memorandum containing information and analysis with respect to the related Aircraft Conversion to the Facility Agent 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 the Policy Provider, (b) the Borrower Issuer has provided written notification to the Facility Agent and Initial Liquidity Facility Provider at least five Business Days prior to making a Conversion Election, and (c) with respect to any narrowbody aircraft, if the estimated aggregate Conversion Payments with respect to any Aircraft Conversion is expected to exceed $6,000,000 or with respect to any widebody aircraft if the estimated aggregate Conversion Payments with respect to any Aircraft Conversion is expected to exceed $10,000,000, in each case as determined by a quote from the maintenance facility where such Aircraft Conversion is to take place, the prior written consent of the Policy Provider and a Rating Agency Confirmation has been obtained with respect to any such Aircraft Conversion; (iii) the Aircraft Conversion will not result in a Concentration Default; (iv) without derogation of the limits set forth in clause (c) above, not more than three four Aircraft Conversions (or, if less than 47 Aircraft are Delivered by the Delivery Expiry Date, 10% of the Initial Aircraft that have been Delivered) in the aggregate with respect to any narrowbody aircraft for all ACS Group Members may be made without the prior written consent of the Facility Agent and no one Aircraft Conversions Conversion with respect to any widebody aircraft for all of the ACS Issuer Group Members may be made without obtaining a Rating Agency Confirmation and the prior written consent of the Lenders having 100% of all Credit ExposuresPolicy Provider; (v) after the fifth anniversary of the Initial Closing Date, or in the event that a Default Notice has been issued, an Acceleration Default has occurred or 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 Lenders having 100% of all Credit ExposuresPolicy Provider; and (vi) a scheduled conversion slot has been obtained by the relevant ACS Ireland Issuer Group Member and (vii) an executed letter of intent has been entered into with a lessee with respect to such Aircraft; and (zy) make Modification Payments if the prior written consent of the Facility Agent has been obtained (other than with respect to any Conversion Payments); provided that (i) each Modification Payment (other than Conversion Payments), together with all other Modification Payments (other than Conversion Payments) the aggregate net cash cost of all of which Modification Payments made after by the Initial Closing Date Issuer Group, taken as a whole, pursuant to this Section 5.02(i) with respect to any single Aircraftafter the after the Initial Closing Date, do including such Modification Payment, shall not exceed (as of the date of such Modification Payment) 5% of the aggregate amount initial Average Base Value of funds that would be necessary to perform one incidence of heavy maintenance (as described all Aircraft in the Irish Remarketing Services Agreement) on such AircraftPortfolio; provided, including the airframe and the related Engines thereof; and (ii) (A) such Modification Payment is included in the annual operating budget of the ACS Ireland Grouphowever, (B) the amount of funds necessary to make that, if such Modification Payment shall have been accrued in advance as a Permitted Accrual be financed through capital contributions from the holders of the Class A Shares, the foregoing restrictions shall not apply. For the avoidance of doubt, but subject to the foregoing, any Modification Payments permitted to be made without the express prior written approval of the Issuer under Section 7.04 of the Servicing Agreement shall be expressly permitted under this Indenture, provided that the references therein to modifications permitted in the Expense Account through transfers into the Expense Account pursuant then current “Approved Budget” shall not be deemed to Section 3.08(a) hereof or otherwise allowed to be paid permit thereunder any Modification Payments that are not permitted under Section 5.02(f) hereof or (C) the amount of funds to make such Modification Payment is in the Aircraft Conversion Accountthis section.