Common use of ALTERATIONS AND MODIFICATIONS Clause in Contracts

ALTERATIONS AND MODIFICATIONS. In case any Item of Equipment, part or appliance therein (each, a “Part”) is required to be altered, added to or modified in order to comply in all material respects with any Applicable Laws and Regulations (a “Required Alteration”) pursuant to Section 8.1 or 8.3 hereof, Lessee agrees to make such Required Alteration at its own expense. Lessee shall have the right to make or cause to be made any modification, alteration or improvement to any Item of Equipment (herein referred to as a “Permitted Modification”), or to remove or cause to be removed any Part which has become worn out, broken or obsolete; provided in each case that Lessee continues to be in compliance with Sections 8.1 and 8.3 hereof and that such action (a) will not decrease the present or future economic value of the applicable Item of Equipment or impair its originally intended use or function or decrease its economic useful life and (b) will not cause such Item of Equipment to become suitable for use only by Lessee. In the event any Permitted Modification (i) is readily removable without impairing the value or use which the Item of Equipment would have had at such time had such Part not been affixed or placed to or on such Item of Equipment (a “Removable Part”), (ii) is not a Required Alteration and (iii) is not a Part which replaces any Part originally incorporated or installed in or attached to such Item of Equipment on the date on which such Item of Equipment became subject to this Lease, or any Part in replacement of or substitution for any such original Part (each an “Original Part”), any such Permitted Modification, if no Lease Event of Default is continuing, shall be and remain the property of Lessee. To the extent such Permitted Modification is not a Removable Part, or is a Required Alteration or an Original Part, and (if the Removable Part remains the property of Lessee) to the extent a Removable Part is not the property of Lessee because of the continuance of a Lease Event of Default, the same shall immediately and automatically be and become the property of Lessor and subject to the terms of this Lease. Any Required Alterations, and any Parts installed or replacements made by Lessee upon any Item of Equipment pursuant to its obligation to maintain and keep the Items of Equipment in good order, operating condition and repair under Section 8.3 (collectively, “Replacement Parts”) and all other Parts which become the property of Lessor shall be considered, in each case, accessions to such Item of Equipment and title thereto or security interest therein shall be immediately and automatically vested in Lessor. All Replacement Parts shall be free and clear of all Liens (other than Permitted Liens) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts and the relevant Items of Equipment were immediately prior to such replacement or the event or events necessitating such replacement in the condition and repair required to be maintained by the terms hereof. Any Part at any time removed from any Item of Equipment shall remain subject to the interests of Lessor under the Operative Documents, no matter where located, until such time as such Part shall be replaced by a Part which has been incorporated or installed in or attached to such Item of Equipment and which meets the requirements for a Replacement Part specified above, whereupon Lessor hereby releases any and all interest in and to such replaced Part. Upon the request of Lessor and no later than 45 days after the end of each fiscal quarter of Lessee, Lessee shall deliver to Lessor, a Bxxx of Sale evidencing the conveyance by Lessee to Lessor of all Replacement Parts not previously evidenced by a Bxxx of Sale; provided that such Bxxx of Sale may describe the Replacement Parts generally and need not specifically describe each individual part, and such other documents in respect of such Part or Parts as Lessor may reasonably request in order to confirm that title to such Part or Parts has passed to Lessor, as hereinabove provided. Concurrently with the delivery by Lessee of a Bxxx of Sale with respect to a Replacement Part, Lessor shall deliver to Lessee a Bxxx of Sale (without representations or warranties except as to the absence of Lessor Liens) for the Part replaced by such Replacement Part and such other documents as may be required to release the replaced Part from the terms of this Lease, in such form as may reasonably be requested by Lessee. Any such Replacement Part, regardless of whether evidenced by a Bxxx of Sale, shall be deemed part of such unit, for all purposes hereof to the same extent as the Parts originally incorporated or installed in such unit, and title to such Replacement Part shall thereupon vest in Lessor, subject to the terms of this Lease. All replacements pursuant to this Section 8.4 shall be purchased by Lessee with its own funds. There shall be no obligation on the part of Lessor or Agent to pay for or otherwise finance any such replacement.

ALTERATIONS AND MODIFICATIONS. In case any Item of Equipment, part or appliance therein (each, a “"Part”") is required to be altered, added to or modified in order to comply in all material respects with any Applicable Laws and Regulations (a “"Required Alteration”") pursuant to Section 8.1 or 8.3 hereof, Lessee agrees to make such Required Alteration at its own expense. Lessee shall have the right to make or cause to be made any modification, alteration or improvement to any Item of Equipment (herein referred to as a “"Permitted Modification”"), or to remove or cause to be removed any Part which has become worn out, broken or obsolete; provided in each case that Lessee continues to be in compliance with Sections 8.1 and 8.3 hereof and that such action (a) will not decrease the present or future economic value of the applicable Item of Equipment or impair its originally intended use or function or decrease its economic useful life and (b) will not cause such Item of Equipment to become suitable for use only by Lessee. In the event any Permitted Modification (i) is readily removable without impairing the value or use which the Item of Equipment would have had at such time had such Part not been affixed or placed to or on such Item of Equipment (a “"Removable Part”"), (ii) is not a Required Alteration and (iii) is not a Part which replaces any Part originally incorporated or installed in or attached to such Item of Equipment on the date on which such Item of Equipment became subject to this Lease, or any Part in replacement of or substitution for any such original Part (each an “"Original Part”"), any such Permitted Modification, if no Lease Event of Default is continuing, shall be and remain the property of Lessee. To the extent such Permitted Modification is not a Removable Part, or is a Required Alteration or an Original Part, and (if the Removable Part remains the property of Lessee) to the extent a Removable Part is not the property of Lessee because of the continuance of a Lease Event of Default, the same shall immediately and automatically be and become the property of Lessor and subject to the terms of this Lease. Any Required Alterations, and any Parts installed or replacements made by Lessee upon any Item of Equipment pursuant to its obligation to maintain and keep the Items of Equipment in good order, operating condition and repair under Section 8.3 (collectively, “Replacement Parts”) and all other Parts which become the property of Lessor shall be considered, in each case, accessions to such Item of Equipment and title thereto or security interest therein shall be immediately and automatically vested in Lessor. All Replacement Parts shall be free and clear of all Liens (other than Permitted Liens) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts and the relevant Items of Equipment were immediately prior to such replacement or the event or events necessitating such replacement in the condition and repair required to be maintained by the terms hereof. Any Part at any time removed from any Item of Equipment shall remain subject to the interests of Lessor under the Operative Documents, no matter where located, until such time as such Part shall be replaced by a Part which has been incorporated or installed in or attached to such Item of Equipment and which meets the requirements for a Replacement Part specified above, whereupon Lessor hereby releases any and all interest in and to such replaced Part. Upon the request of Lessor and no later than 45 days after the end of each fiscal quarter of Lessee, Lessee shall deliver to Lessor, a Bxxx of Sale evidencing the conveyance by Lessee to Lessor of all Replacement Parts not previously evidenced by a Bxxx of Sale; provided that such Bxxx of Sale may describe the Replacement Parts generally and need not specifically describe each individual part, and such other documents in respect of such Part or Parts as Lessor may reasonably request in order to confirm that title to such Part or Parts has passed to Lessor, as hereinabove provided. Concurrently with the delivery by Lessee of a Bxxx of Sale with respect to a Replacement Part, Lessor shall deliver to Lessee a Bxxx of Sale (without representations or warranties except as to the absence of Lessor Liens) for the Part replaced by such Replacement Part and such other documents as may be required to release the replaced Part from the terms of this Lease, in such form as may reasonably be requested by Lessee. Any such Replacement Part, regardless of whether evidenced by a Bxxx of Sale, shall be deemed part of such unit, for all purposes hereof to the same extent as the Parts originally incorporated or installed in such unit, and title to such Replacement Part shall thereupon vest in Lessor, subject to the terms of this Lease. All replacements pursuant to this Section 8.4 shall be purchased by Lessee with its own funds. There shall be no obligation on the part of Lessor or Agent to pay for or otherwise finance any such replacement.the

ALTERATIONS AND MODIFICATIONS. In case any Item Unit, or any item of Equipmentequipment, part or appliance therein (each, a “"Part”") is required to be altered, added to or modified in order to comply in all material respects with any Applicable Laws and Regulations (a “"Required Alteration”") pursuant to Section 8.1 Sections 5.1 or 8.3 5.3 hereof, Lessee agrees to make such Required Alteration at its own expense. Lessee shall have the right to make or cause to be made any modification, alteration or improvement to any Item of Equipment Unit (herein referred to as a “"Permitted Modification”"), or to remove or cause to be removed any Part which has become worn out, broken or obsolete; , provided in each case that Lessee continues to be in compliance with Sections 8.1 5.1 and 8.3 5.3 hereof and that such action (a) will not decrease the present or future economic value of the applicable Item of Equipment Unit or impair its originally intended use or function or decrease its economic useful life and (b) will not cause such Item of Equipment Unit to become suitable for use only by Lessee. In the event any Permitted Modification (i) is readily removable without impairing the value or use which the Item of Equipment Unit would have had at such time had such Part not been affixed or placed to or on such Item of Equipment Unit (a “"Removable Part”"), (ii) is not a Required Alteration and (iii) is not a Part which replaces any Part originally incorporated or installed in or attached to such Item of Equipment Unit on the date on which such Item of Equipment Unit became subject to this Lease, or any Part in replacement of or substitution for any such original Part (each an “"Original Part”"), any such Permitted Modification, if no unless a Lease Event of Default under clauses (a), (e) or (f) of Section 8.1 has occurred and is continuingcontinuing or Lessor has exercised any remedy under Article VIII, shall be and remain the property of Lessee. To the extent such Permitted Modification is not a Removable Part, or is a Required Alteration or an Original Part, and (if the Removable Part remains the property of Lessee) and, to the extent a Removable Part is not the property of Lessee because of the continuance of a Lease Event of DefaultDefault under clauses (a), (f) or (g) of Section 8.1 or Lessor has exercised any remedy under Article VIII, the same shall immediately and automatically be and become the property of Lessor and subject to the terms of this Lease. Any Required Alterations, and any Parts installed or replacements made by Lessee upon any Item of Equipment Unit pursuant to its obligation to maintain and keep the Items of Equipment Units in good order, operating condition and repair under Section 8.3 5.3 (collectively, “"Replacement Parts”") and all other Parts which become the property of Lessor shall be considered, in each case, accessions to such Item of Equipment Unit and title thereto or security interest therein shall be immediately and automatically vested in Lessor. All Replacement Parts shall be free and clear of all Liens (other than Permitted Liens) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts and the relevant Items of Equipment Units were immediately prior to such replacement or the event or events necessitating such replacement in the condition and repair required to be maintained by the terms hereof. Any Part at any time removed from any Item of Equipment Unit shall remain subject to the interests of Lessor and Agent under the Operative Documents, no matter where located, until such time as such Part shall be replaced by a Part which has been incorporated or installed in or attached to such Item of Equipment Unit and which meets the requirements for a Replacement Part specified above, whereupon Lessor hereby releases any and all interest in and to such replaced Part. Upon the occurrence of a Lease Event of Default or the exercise by Lessee of the Sale Option pursuant to Section 9.1(b), upon Lessor's or Agent's written request of Lessor and no later than 45 days after the end of each fiscal quarter of Lessee, Lessee shall deliver to Lessor, Lessor a Bxxx of Sale evidencing the conveyance by Lessee to Lessor of all Replacement Parts not previously evidenced by a Bxxx of Sale; provided that such Sale (which Bxxx of Sale may generally describe the such Replacement Parts generally and need not specifically describe each individual part, Parts) and such other documents in respect of such Part or Parts as Lessor may reasonably request in order to confirm that title to such Part or Parts has passed to Lessor, as hereinabove provided. Concurrently with the delivery by Lessee of a Bxxx of Sale with respect to a Replacement Part, Lessor shall deliver to Lessee a Bxxx of Sale (without representations or warranties except as to the absence of Lessor Liens) for the Part replaced by such Replacement Part and such other documents as may be required to release the replaced Part from the terms of this Lease, in such form as may reasonably be requested by Lessee. Any such Replacement Part, regardless of whether evidenced by a Bxxx of Sale, shall be deemed part of such unitUnit, for all purposes hereof to the same extent as the Parts originally incorporated or installed in such unitUnit, and title to such Replacement Part shall thereupon vest in Lessor, subject to the terms of this Lease. All replacements pursuant to this Section 8.4 5.4 shall be purchased by Lessee with its own funds. There shall be no obligation on the part of Lessor Lessor, Agent or Agent any Participant to pay for or otherwise finance any such replacement.

ALTERATIONS AND MODIFICATIONS. In case any Item of EquipmentLessee may make, part or appliance therein (each, a “Part”) is required to be altered, added to or modified in order to comply in all material respects with any Applicable Laws and Regulations (a “Required Alteration”) pursuant to Section 8.1 or 8.3 hereof, Lessee agrees to make such Required Alteration at its own expense. Lessee shall have the right to make or cause to be made on its behalf, any modificationimprovement, alteration modification or improvement addition to any Item the Equipment with the prior written consent of Equipment (herein referred to as a “Permitted Modification”)Lessor, or to remove or cause to be removed any Part which has become worn outprovided, broken or obsolete; provided in each case that Lessee continues to be in compliance with Sections 8.1 and 8.3 hereof and however, that such action (a) will not decrease the present improvement, modification or future economic value of the applicable Item of Equipment or impair its originally intended use or function or decrease its economic useful life and (b) will not cause such Item of Equipment to become suitable for use only by Lessee. In the event any Permitted Modification (i) addition is readily removable without impairing the value or use which the Item of Equipment would have had at such time had such Part not been affixed or placed causing damage to or on such Item impairment of Equipment (a “Removable Part”), (ii) is not a Required Alteration and (iii) is not a Part which replaces any Part originally incorporated or installed in or attached to such Item the functional effectiveness of Equipment on the date on which such Item of Equipment became subject to this Lease, or any Part in replacement of or substitution for any such original Part (each an “Original Part”), any such Permitted Modification, if no Lease Event of Default is continuing, shall be and remain the property of LesseeEquipment. To the extent that such Permitted Modification improvement, modification or addition is not a Removable Partso removable, or is a Required Alteration or an Original Part, and (if the Removable Part remains the property of Lessee) to the extent a Removable Part is not the property of Lessee because of the continuance of a Lease Event of Default, the same it shall immediately and automatically be and become the property of Lessor and subject to the terms thereupon shall be considered Equipment for all purposes of this LeaseLease Agreement. Any Required Alterations7. Quiet Enjoyment; No Defense, Set-Offs or Counterclaims. 7.1 Provided no Event of Default, as defined in Section 16 below, has occurred and any Parts installed or replacements made by Lessee upon any Item of Equipment pursuant to its obligation to maintain and keep the Items of Equipment in good order, operating condition and repair under Section 8.3 (collectively, “Replacement Parts”) and all other Parts which become the property of Lessor shall be considered, in each case, accessions to such Item of Equipment and title thereto or security interest therein shall be immediately and automatically vested in Lessor. All Replacement Parts shall be free and clear of all Liens (other than Permitted Liens) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts and the relevant Items of Equipment were immediately prior to such replacement or the event or events necessitating such replacement in the condition and repair required to be maintained by the terms hereof. Any Part at any time removed from any Item of Equipment shall remain subject to the interests of Lessor under the Operative Documents, no matter where located, until such time as such Part shall be replaced by a Part which has been incorporated or installed in or attached to such Item of Equipment and which meets the requirements for a Replacement Part specified above, whereupon Lessor hereby releases any and all interest in and to such replaced Part. Upon the request of Lessor and no later than 45 days after the end of each fiscal quarter of Lesseeis continuing, Lessee shall deliver to have the quiet enjoyment and use of the Equipment in the ordinary course of its business during the Initial Term or any Extended Term without interruption by Lessor or any person or entity claiming through or under Lessor. 7.2 Lessee acknowledges and agrees that ANY DAMAGE TO OR LOSS, a Bxxx of Sale evidencing the conveyance by Lessee to Lessor of all Replacement Parts not previously evidenced by a Bxxx of Sale; provided that such Bxxx of Sale may describe the Replacement Parts generally DESTRUCTION, OR UNFITNESS OF, OR DEFECT IN THE EQUIPMENT, OR THE INABILITY OF LESSEE TO USE THE EQUIPMENT FOR ANY REASON WHATSOEVER, SHALL NOT (i) GIVE RISE TO ANY DEFENSE, COUNTERCLAIM, OR RIGHT OF SET-OFF AGAINST LESSOR, OR (ii) PERMIT ANY ABATEMENT OR RECOUPMENT OF, OR REDUCTION IN DAILY OR MONTHLY RENT, OR (iii) RELIEVE LESSEE OF THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS LEASE AGREEMENT INCLUDING, BUT NOT LIMITED TO, ITS OBLIGATION TO PAY THE FULL AMOUNT OF DAILY RENT AND MONTHLY RENT, WHICH OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL, unless and need not specifically describe each individual part, and such other documents in respect of such Part or Parts as Lessor may reasonably request in order to confirm that title to such Part or Parts has passed to Lessor, as hereinabove provided. Concurrently with the delivery by Lessee of a Bxxx of Sale until this Lease Agreement is terminated with respect to a Replacement Part, Lessor shall deliver to Lessee a Bxxx such Equipment in accordance with the provisions of Sale (without representations or warranties except as to the absence of Lessor Liens) for the Part replaced by such Replacement Part and such other documents as may be required to release the replaced Part from the terms of this Lease, in such form as may reasonably be requested by LesseeSection 10.2 below. Any such Replacement Part, regardless claim that Lessee may have which arises from a defect in or deficiency of whether evidenced by a Bxxx of Sale, the Equipment shall be deemed part brought solely against the manufacturer or supplier of the Equipment and Lessee shall, notwithstanding any such unitclaim, for all purposes hereof to the same extent as the Parts originally incorporated or installed in such unit, and title to such Replacement Part shall thereupon vest in Lessor, subject to the terms of this Lease. All replacements pursuant to this Section 8.4 shall be purchased by Lessee with its own funds. There shall be no obligation on the part of Lessor or Agent continue to pay for or otherwise finance any such replacementLessor all amounts due and to become due under this Lease Agreement. 8.

ALTERATIONS AND MODIFICATIONS. In case any Item Unit, or any item of Equipmentequipment, part or appliance therein (each, a “"Part”") is required to be altered, added to or modified in order to comply in all material respects with any Applicable Laws and Regulations (a “"Required Alteration”") pursuant to Section 8.1 Sections 5.1 or 8.3 5.3 hereof, Lessee agrees to make such Required Alteration at its own expense. Lessee shall have the right to make or cause to be made any modification, alteration or improvement to any Item of Equipment Unit (herein referred to as a “"Permitted Modification”"), or to remove or cause to be removed any Part which has become worn out, broken or obsolete; , provided in each case that Lessee continues to be in compliance with Sections 8.1 5.1 and 8.3 5.3 hereof and that such action (a) will not decrease the present or future economic value of the applicable Item of Equipment Unit or impair its originally intended use or function or decrease its economic useful life and (b) will not cause such Item of Equipment Unit to become suitable for use only by Lessee. In the event any Permitted Modification (i) is readily removable without impairing the value or use which the Item of Equipment Unit would have had at such time had such Part not been affixed or placed to or on such Item of Equipment Unit (a “"Removable Part”"), (ii) is not a Required Alteration and (iii) is not a Part which replaces any Part originally incorporated or installed in or attached to such Item of Equipment Unit on the date on which such Item of Equipment Unit became subject to this Lease, or any Part in replacement of or substitution for any such original Part (each an “"Original Part”"), any such Permitted Modification, if no unless a Lease Event of Default under clauses (a), (e) or (f) of Section 8.1 has occurred and is continuingcontinuing or Lessor has exercised any remedy under Article VIII, shall be and remain the property of Lessee. To the extent such Permitted Modification is not a Removable Part, or is a Required Alteration or an Original Part, and (if the Removable Part remains the property of Lessee) and, to the extent a Removable Part is not the property of Lessee because of the continuance of a Lease Event of DefaultDefault under clauses (a), (f) or (g) of Section 8.1 or Lessor has exercised any remedy under Article VIII, the same shall immediately and automatically be and become the property of Lessor and subject to the terms of this Lease. Any Required Alterations, and any Parts installed or replacements made by Lessee upon any Item of Equipment Unit pursuant to its obligation to maintain and keep the Items of Equipment Units in good order, operating condition and repair under Section 8.3 5.3 (collectively, “"Replacement Parts”") and all other Parts which become the property of Lessor shall be considered, in each case, accessions to such Item of Equipment Unit and title thereto or security interest therein shall be immediately and automatically vested in Lessor. All Replacement Parts shall be free and clear of all Liens (other than Permitted Liens) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts and the relevant Items of Equipment Units were immediately prior to such replacement or the event or events necessitating such replacement in the condition and repair required to be maintained by the terms hereof. Any Part at any time removed from any Item of Equipment Unit shall remain subject to the interests of Lessor and Agent under the Operative Documents, no matter where located, until such time as such Part shall be replaced by a Part which has been incorporated or installed in or attached to such Item of Equipment Unit and which meets the requirements for a Replacement Part specified above, whereupon Lessor hereby releases any and all interest in and to such replaced Part. Upon the occurrence of a Lease Event of Default or the exercise by Lessee of the Sale Option pursuant to Section 9.1(b), upon Lessor's or Agent's written request of Lessor and no later than 45 days after the end of each fiscal quarter of Lessee, Lessee shall deliver to Lessor, Lessor a Bxxx Xxxx of Sale evidencing the conveyance by Lessee to Lessor of all Replacement Parts not previously evidenced by a Bxxx Xxxx of Sale; provided that such Bxxx Sale (which Xxxx of Sale may generally describe the such Replacement Parts generally and need not specifically describe each individual part, Parts) and such other documents in respect of such Part or Parts as Lessor may reasonably request in order to confirm that title to such Part or Parts has passed to Lessor, as hereinabove provided. Concurrently with the delivery by Lessee of a Bxxx of Sale with respect to a Replacement Part, Lessor shall deliver to Lessee a Bxxx of Sale (without representations or warranties except as to the absence of Lessor Liens) for the Part replaced by such Replacement Part and such other documents as may be required to release the replaced Part from the terms of this Lease, in such form as may reasonably be requested by Lessee. Any such Replacement Part, regardless of whether evidenced by a Bxxx Xxxx of Sale, shall be deemed part of such unitUnit, for all purposes hereof to the same extent as the Parts originally incorporated or installed in such unitUnit, and title to such Replacement Part shall thereupon vest in Lessor, subject to the terms of this Lease. All replacements pursuant to this Section 8.4 5.4 shall be purchased by Lessee with its own funds. There shall be no obligation on the part of Lessor Lessor, Agent or Agent any Participant to pay for or otherwise finance any such replacement.

ALTERATIONS AND MODIFICATIONS. In case any Item of Equipment, part or appliance therein (each, a “"Part”") is required to be altered, added to or modified in order to comply in all material respects with any Applicable Laws and Regulations (a “"Required Alteration”") pursuant to Section 8.1 or 8.3 hereof, Lessee agrees to make such Required Alteration at its own expense. Lessee shall have the right to make or cause to be made any modification, alteration or improvement to any Item of Equipment (herein referred to as a “"Permitted Modification”"), or to remove or cause to be removed any Part which has become worn out, broken or obsolete; provided in each case that Lessee continues to be in compliance with Sections 8.1 and 8.3 hereof and that such action (a) will not decrease the present or future economic value of the applicable Item of Equipment or impair its originally intended use or function or decrease its economic useful life and (b) will not cause such Item of Equipment to become suitable for use only by Lessee. In the event any Permitted Modification (i) is readily removable without impairing the value or use which the Item of Equipment would have had at such time had such Part not been affixed or placed to or on such Item of Equipment (a “"Removable Part”"), (ii) is not a Required Alteration and (iii) is not a Part which replaces any Part originally incorporated or installed in or attached to such Item of Equipment on the date on which such Item of Equipment became subject to this Lease, or any Part in replacement of or substitution for any such original Part (each an “"Original Part”"), any such Permitted Modification, if no Lease Event of Default is continuing, shall be and remain the property of Lessee. To the extent such Permitted Modification is not a Removable Part, or is a Required Alteration or an Original Part, and (if the Removable Part remains the property of Lessee) to the extent a Removable Part is not the property of Lessee because of the continuance of a LSI Logic Corporation Lease Event of Default, the same shall immediately and automatically be and become the property of Lessor and subject to the terms of this Lease. Any Required Alterations, and any Parts installed or replacements made by Lessee upon any Item of Equipment pursuant to its obligation to maintain and keep the Items of Equipment in good order, operating condition and repair under Section 8.3 (collectively, “Replacement Parts”) and all other Parts which become the property of Lessor shall be considered, in each case, accessions to such Item of Equipment and title thereto or security interest therein shall be immediately and automatically vested in Lessor. All Replacement Parts shall be free and clear of all Liens (other than Permitted Liens) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts and the relevant Items of Equipment were immediately prior to such replacement or the event or events necessitating such replacement in the condition and repair required to be maintained by the terms hereof. Any Part at any time removed from any Item of Equipment shall remain subject to the interests of Lessor under the Operative Documents, no matter where located, until such time as such Part shall be replaced by a Part which has been incorporated or installed in or attached to such Item of Equipment and which meets the requirements for a Replacement Part specified above, whereupon Lessor hereby releases any and all interest in and to such replaced Part. Upon the request of Lessor and no later than 45 days after the end of each fiscal quarter of Lessee, Lessee shall deliver to Lessor, a Bxxx of Sale evidencing the conveyance by Lessee to Lessor of all Replacement Parts not previously evidenced by a Bxxx of Sale; provided that such Bxxx of Sale may describe the Replacement Parts generally and need not specifically describe each individual part, and such other documents in respect of such Part or Parts as Lessor may reasonably request in order to confirm that title to such Part or Parts has passed to Lessor, as hereinabove provided. Concurrently with the delivery by Lessee of a Bxxx of Sale with respect to a Replacement Part, Lessor shall deliver to Lessee a Bxxx of Sale (without representations or warranties except as to the absence of Lessor Liens) for the Part replaced by such Replacement Part and such other documents as may be required to release the replaced Part from the terms of this Lease, in such form as may reasonably be requested by Lessee. Any such Replacement Part, regardless of whether evidenced by a Bxxx of Sale, shall be deemed part of such unit, for all purposes hereof to the same extent as the Parts originally incorporated or installed in such unit, and title to such Replacement Part shall thereupon vest in Lessor, subject to the terms of this Lease. All replacements pursuant to this Section 8.4 shall be purchased by Lessee with its own funds. There shall be no obligation on the part of Lessor or Agent to pay for or otherwise finance any such replacement.B

ALTERATIONS AND MODIFICATIONS. In case any Item of EquipmentLessee may make, part or appliance therein (each, a “Part”) is required to be altered, added to or modified in order to comply in all material respects with any Applicable Laws and Regulations (a “Required Alteration”) pursuant to Section 8.1 or 8.3 hereof, Lessee agrees to make such Required Alteration at its own expense. Lessee shall have the right to make or cause to be made on its behalf, any modificationimprovement, alteration modification or improvement addition to any Item the Equipment with the prior written consent of Equipment (herein referred to as a “Permitted Modification”)Lessor, or to remove or cause to which will not be removed any Part which has become worn outunreasonably withheld; provided, broken or obsolete; provided in each case that Lessee continues to be in compliance with Sections 8.1 and 8.3 hereof and however, that such action (a) will not decrease the present improvement, modification or future economic value of the applicable Item of Equipment or impair its originally intended use or function or decrease its economic useful life and (b) will not cause such Item of Equipment to become suitable for use only by Lessee. In the event any Permitted Modification (i) addition is readily removable without impairing the value or use which the Item of Equipment would have had at such time had such Part not been affixed or placed to or on such Item of Equipment (a “Removable Part”), (ii) is not a Required Alteration and (iii) is not a Part which replaces any Part originally incorporated or installed in or attached to such Item of Equipment on the date on which such Item of Equipment became subject to this Leasecausing damage to, or any Part in replacement impairment of, the functional effectiveness, remaining economic useful life or fair market value of the Equipment. Any such improvement, modification or substitution for any such original Part (each an “Original Part”), any such Permitted Modification, if no Lease Event of Default addition which is continuing, so readily removable shall be and remain the property of LesseeLessee and shall be removed by Lessee prior to return of the Equipment. To the extent that such Permitted Modification improvement, modification or addition is not a Removable Partso removable, it shall be permitted only with Lessor's prior written consent, which will be granted at Lessor's sole discretion, and only if its attachment will not cause damage to, or is a Required Alteration impairment of, the functional effectiveness, remaining economic useful life or an Original Part, and (if the Removable Part remains the property of Lessee) to the extent a Removable Part is not the property of Lessee because fair market value of the continuance of a Lease Event of DefaultEquipment; and such improvement, the same modification or addition shall immediately and automatically be and become the property of Lessor and subject thereupon shall be considered Equipment for all purposes hereunder. Any modification or addition to the terms Equipment which is required by law shall be made by Lessee, at the sole cost and expense of this Lease. Any Required AlterationsLessee, and any Parts installed or replacements made by Lessee upon any Item of Equipment pursuant to its obligation to maintain and keep the Items of Equipment in good order, operating condition and repair under Section 8.3 (collectively, “Replacement Parts”) and all other Parts which shall immediately become the property of Lessor and thereupon shall be consideredconsidered Equipment for all purposes hereunder. Any improvement, in each case, accessions modification or addition made to such Item of the Equipment and title thereto or security interest therein shall be immediately and automatically vested in Lessor. All Replacement Parts shall be free and clear of all Liens (other than Permitted Liens) liens, claims and shall be encumbrances of third parties. 7. QUIET ENJOYMENT; NO DEFENSE, SETOFF OR COUNTERCLAIMS. 7.1 Provided no Event of Default, as defined in as good an operating condition asSection 16 below, has occurred and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts and the relevant Items of Equipment were immediately prior to such replacement or the event or events necessitating such replacement in the condition and repair required to be maintained by the terms hereof. Any Part at any time removed from any Item of Equipment shall remain subject to the interests of Lessor under the Operative Documents, no matter where located, until such time as such Part shall be replaced by a Part which has been incorporated or installed in or attached to such Item of Equipment and which meets the requirements for a Replacement Part specified above, whereupon Lessor hereby releases any and all interest in and to such replaced Part. Upon the request of Lessor and no later than 45 days after the end of each fiscal quarter of Lesseeis continuing, Lessee shall deliver to have the quiet enjoyment and use of the Equipment in the ordinary course of its business during the Initial Term or any Extended Term without interruption by Lessor or any person or entity claiming through or under Lessor. 7.2 Lessee acknowledges and agrees that ANY DAMAGE TO OR LOSS, a Bxxx of Sale evidencing the conveyance by Lessee to Lessor of all Replacement Parts not previously evidenced by a Bxxx of Sale; provided that such Bxxx of Sale may describe the Replacement Parts generally and need not specifically describe each individual partDESTRUCTION, and such other documents in respect of such Part or Parts as Lessor may reasonably request in order to confirm that title to such Part or Parts has passed to LessorOR UNFITNESS OF, as hereinabove provided. Concurrently with the delivery by Lessee of a Bxxx of Sale with respect to a Replacement PartOR DEFECT IN THE EQUIPMENT, Lessor shall deliver to Lessee a Bxxx of Sale OR THE INABILITY OF LESSEE TO USE THE EQUIPMENT FOR ANY REASON WHATSOEVER, OR ANY OTHER CIRCUMSTANCE WHATSOEVER SHALL NOT (without representations or warranties except as to the absence of Lessor Liensi) for the Part replaced by such Replacement Part and such other documents as may be required to release the replaced Part from the terms of this LeaseGIVE RISE TO ANY DEFENSE, in such form as may reasonably be requested by LesseeCOUNTERCLAIM, OR RIGHT OF SETOFF AGAINST LESSOR, OR (ii) PERMIT ANY ABATEMENT OR RECOUPMENT OF, OR REDUCTION IN DAILY OR PERIODIC RENT, OR (iii) ALLOW LESSEE TO CANCEL, TERMINATE, MODIFY OR REPUDIATE THE APPLICABLE LEASE SCHEDULE, OR (iv) RELIEVE LESSEE OF, OR EXCUSE LESSEE FROM, THE PERFORMANCE OF ITS OBLIGATIONS UNDER THE APPLICABLE LEASE SCHEDULE INCLUDING, BUT NOT LIMITED TO, ITS OBLIGATION TO PAY THE FULL AMOUNT OF DAILY RENT AND PERIODIC RENT, WHICH OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL. Any such Replacement Part, regardless claim that Lessee may have which arises from a defect in or deficiency of whether evidenced by a Bxxx of Sale, the Equipment shall be deemed part brought solely against Supplier or any other manufacturer or supplier of the Equipment and Lessee shall, notwithstanding any such unitclaim, for all purposes hereof to the same extent as the Parts originally incorporated or installed in such unit, and title to such Replacement Part shall thereupon vest in Lessor, subject to the terms of this Lease. All replacements pursuant to this Section 8.4 shall be purchased by Lessee with its own funds. There shall be no obligation on the part of Lessor or Agent continue to pay for or otherwise finance any such replacementLessor all amounts due and to become due under the applicable Lease Schedule. 8.

ALTERATIONS AND MODIFICATIONS. In case any Item of Equipment, part or appliance therein (each, a “"Part”") is required to be altered, added to or modified in order to comply in all material respects with any Applicable Laws and Regulations (a “"Required Alteration”") pursuant to Section 8.1 Sections 6.1 or 8.3 6.3 hereof, Lessee agrees to make such Required Alteration at its own expense. Lessee shall have the right to make or cause to be made any modification, alteration or improvement to any Item of Equipment (herein referred to as a “"Permitted Modification”"), or to remove or cause to be removed any Part which has become worn out, broken or obsolete; provided in each case that Lessee continues to be in compliance with Sections 8.1 6.1 and 8.3 6.3 hereof and that such action (a) will not decrease the present or future economic value of the applicable Item of Equipment or impair its originally intended use or function or decrease its economic useful life and (b) will not cause such Item of Equipment to become suitable for use only by Lessee. In the event any Permitted Modification (i) is readily removable without impairing the value or use which the Item of Equipment would have had at such time had such Part not been affixed or placed to or on such Item of Equipment (a “"Removable Part”"), (ii) is not a Required Alteration and (iii) is not a Part which replaces any Part originally incorporated or installed in or attached to such Item of Equipment on the date on which such Item of Equipment became subject to this Lease, or any Part in replacement of or substitution for any such original Part (each an “"Original Part”"), any such Permitted Modification, if no Lease Event of Default is continuing, shall be and remain the property of Lessee. To the extent such Permitted Modification is not a Removable Part, or is a Required Alteration or an Original Part, and (if the Removable Part remains the property of Lessee) to the extent a Removable Part is not the property of Lessee because of the continuance of a Lease Event of Default, the same shall immediately and automatically be and become the property of Lessor and subject to the terms of this Lease. Any Required Alterations, and any Parts installed or replacements made by Lessee upon any Item of Equipment pursuant to its obligation to maintain and keep the Items of Equipment in good order, operating condition and repair under Section 8.3 6.3 (collectively, “"Replacement Parts”") and all other Parts which become the property of Lessor shall be considered, in each case, accessions to such Item of Equipment and title thereto or security interest therein shall be immediately and automatically vested in Lessor. All Replacement Parts shall be free and clear of all Liens (other than Permitted Liens) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts and the relevant Items of Equipment were immediately prior to such replacement or the event or events necessitating such replacement in the condition and repair required to be maintained by the terms hereof. Any Part at any time removed from any Item of Equipment shall remain subject to the interests of Lessor and Agent under the Operative Documents, no matter where located, until such time as such Part shall be replaced by a Part which has been incorporated or installed in or attached to such Item of Equipment and which meets the requirements for a Replacement Part specified above, whereupon Lessor hereby releases any and all interest in and to such replaced Part. Upon the request of Lessor and no later than 45 days after the end of each fiscal quarter of Lessee, Lessee shall deliver to Lessor, Lessor a Bxxx Xxxx of Sale evidencing the conveyance by Lessee to Lessor of all Replacement Parts not previously LSI Logic Trust No. 2001-A Lease Intended as Security evidenced by a Bxxx Xxxx of Sale; , provided that such Bxxx Xxxx of Sale may describe the Replacement Parts generally and need not specifically describe each individual part, and such other documents in respect of such Part or Parts as Lessor may reasonably request in order to confirm that title to such Part or Parts has passed to Lessor, as hereinabove provided. Concurrently with the delivery by Lessee of a Bxxx Xxxx of Sale with respect to a Replacement Part, Lessor shall deliver to Lessee a Bxxx Xxxx of Sale (without representations or warranties except as to the absence of Lessor Liens) for the Part replaced by such Replacement Part and such other documents as may be required to release the replaced Part from the terms of this Lease, in such form as may reasonably be requested by Lessee. Any such Replacement Part, regardless of whether evidenced by a Bxxx Xxxx of Sale, shall be deemed part of such unit, for all purposes hereof to the same extent as the Parts originally incorporated or installed in such unit, and title to such Replacement Part shall thereupon vest in Lessor, subject to the terms of this Lease. All replacements pursuant to this Section 8.4 6.4 shall be purchased by Lessee with its own funds. There shall be no obligation on the part of Lessor Lessor, Agent or Agent any Participant to pay for or otherwise finance any such replacement.