Common use of Conditions to Engine Replacement Clause in Contracts

Conditions to Engine Replacement. The Company's right to make a replacement under Section 3.04(a) hereof shall be subject to the fulfillment, at the Company's cost and expense, of the following conditions precedent: (1) On the date that the Replacement Engine is made subject to the Lien of this Mortgage (the "Replacement Closing Date"), no Special Default or Event of Default shall have occurred and be continuing; (2) On the Replacement Closing Date, an executed counterpart of each of the following shall have been delivered to the Security Trustee, in each case in form and substance reasonably satisfactory to the Security Trustee: (A) a Mortgage Supplement covering the Replacement Engine (which shall be filed for recordation pursuant to the Federal Aviation Act); (B) such Uniform Commercial Code financing statements covering the Lien created by this Mortgage as deemed necessary by the Security Trustee to protect the security interests of the Security Trustee in the Replacement Engine; (C) a certificate of a qualified aircraft engineer (who may be an employee of the Company) or, if the Lien of the Senior Mortgage shall have been discharged and the Security Trustee makes written request to the Company within five Business Days after the Company shall have furnished to the Security Trustee the information referred to in Section 3.04(c)(5)(C), an independent appraiser specified in such request (provided such appraiser is reasonably acceptable to the Company), whose fees and expenses shall be paid by the Security Trustee if the appraiser's report supports the certificate delivered by the Company's aircraft engineer pursuant to this Section 3.04(c)(2)(C) and paid by the Company in all other circumstances, certifying that such Replacement Engine meets all of the requirements set forth in subclauses (1), (2) and (3) of Section 3.04(a), as applicable; and (D) a copy of a xxxx of sale, manufacturer's invoice or other evidence of the Company's title with respect to the Replacement Engine. (3) The Security Trustee shall have received evidence satisfactory to the Security Trustee as to the due compliance with Section 3.05 hereof with respect to the Replacement Engine; (4) On the Replacement Closing Date, the Company shall be the owner of the Replacement Engine and shall cause the Replacement Engine to be subjected to the Lien of this Mortgage, free and clear of Liens (other than Permitted Liens); (5) The Security Trustee shall, at the expense of the Company, have received (A) an opinion addressed to the Security Trustee, reasonably satisfactory to the Security Trustee, to the effect that (i) the Replacement Engine has been made subject to the Lien of this Mortgage, (ii) the Security Trustee will be entitled to the benefits of Section 1110 of the Bankruptcy Code (or any successor or replacement statute) with respect to the Replacement Engine to the extent that the benefits of Section 1110 of the Bankruptcy Code (or any successor or replacement statute) are required to be available to the Security Trustee with respect to such Replacement Engine in accordance with Section 3.04(a)(3) and (iii) to such further effect as the Security Trustee may reasonably request (including, if the Replacement Engine will be subject to a Lease to a Permitted Air Carrier which is not a U.S. Air Carrier upon effectiveness of such replacement, to the effect provided in clause (iii) of Section 3.02(a)(viii)(E)), (B) an opinion of FAA counsel addressed to the Security Trustee, reasonably satisfactory to the Security Trustee, respecting the due filing for recordation with the FAA of the Mortgage Supplement with respect to such Replacement Engine, the perfection and priority of the Lien of this Mortgage thereon and as to such other matters concerning the Federal Aviation Act as the Security Trustee may reasonably request and (C) at least six Business Days before the Replacement Closing Date the information specified in Section 6.11 of the Indemnity Agreement with respect to the Replacement Engine as of a date within 30 days prior to the date such information is furnished to the Security Trustee; and (6) The Company shall have taken such other actions and furnished such other certificates and documents as the Security Trustee shall have reasonably requested in order that such Replacement Engine be duly and properly subjected to the Lien of this Mortgage to the same extent as initially required under the Operative Documents with respect to the Engine so replaced.

Conditions to Engine Replacement. The Company's ’s right to make a replacement under Section 3.04(a) hereof shall be subject to the fulfillment, at the Company's ’s cost and expense, of the following conditions precedent: (1) On the date that the Replacement Engine is made subject to the Lien of this Mortgage (the "“Replacement Closing Date"”), no Special Default or Event of Default shall have occurred and be continuing; (2) On the Replacement Closing Date, an executed counterpart of each of the following shall have been delivered to the Security TrusteeSecured Party, in each case in form and substance reasonably satisfactory to the Security TrusteeSecured Party: (A) a Mortgage Supplement covering the Replacement Engine (which shall be filed for recordation pursuant to the Federal Aviation Act); (B) such Uniform Commercial Code financing statements covering the Lien created by this Mortgage as deemed necessary by the Security Trustee Secured Party to protect the security interests of the Security Trustee Secured Party in the Replacement Engine; (C) a certificate of a qualified aircraft engineer (who may be an employee of the Company) or, if the Lien of the Senior Mortgage shall have been discharged and the Security Trustee Secured Party makes written request to the Company within five Business Days after the Company shall have furnished to the Security Trustee Secured Party the information referred to in Section 3.04(c)(5)(C), an independent appraiser specified in such request (provided such appraiser is reasonably acceptable to the Company), whose fees and expenses shall be paid by the Security Trustee Secured Party if the appraiser's ’s report supports the certificate delivered by the Company's aircraft such engineer pursuant to this Section 3.04(c)(2)(C) and paid by the Company in all other circumstancesotherwise, certifying that such Replacement Engine meets all of the requirements set forth in subclauses (1), (2) and (3) of Section 3.04(a), as applicable; and (D) a copy of a xxxx of sale, manufacturer's ’s invoice or other evidence of the Company's ’s title with respect to the Replacement Engine. (3) The Security Trustee Secured Party shall have received evidence satisfactory to the Security Trustee Secured Party as to the due compliance with Section 3.05 hereof with respect to the Replacement Engine; (4) On the Replacement Closing Date, the Company shall be the owner of the Replacement Engine and shall cause the Replacement Engine to be subjected to the Lien of this Mortgage, free and clear of Liens (other than Permitted Liens); (5) The Security Trustee Secured Party shall, at the expense of the Company, have received (A) an opinion addressed to the Security TrusteeSecured Party, reasonably satisfactory to the Security TrusteeSecured Party, to the effect that (i) the Replacement Engine has been made subject to the Lien of this Mortgage, (ii) the Security Trustee Secured Party will be entitled to the benefits of Section 1110 of the Bankruptcy Code (or any successor or replacement statute) with respect to the Replacement Engine to the extent that the benefits of Section 1110 of the Bankruptcy Code (or any successor or replacement statute) are required to be available to the Security Trustee with respect to such Replacement Engine in accordance with Section 3.04(a)(3) and (iii) to such further effect as the Security Trustee Secured Party may reasonably request (including, if the Replacement Engine will be subject to a Lease to a Permitted Air Carrier which is not a U.S. Air Carrier upon effectiveness of such replacement, to the effect provided in clause (iii) of Section 3.02(a)(viii)(E))request, (B) an opinion of FAA counsel addressed to the Security TrusteeSecured Party, reasonably satisfactory to the Security TrusteeSecured Party, respecting the due filing for recordation with the FAA of the Mortgage Supplement with respect to such Replacement Engine, the perfection and priority of the Lien of this Mortgage thereon and as to such other matters concerning the Federal Aviation Act as the Security Trustee Secured Party may reasonably request and (C) at least six Business Days before the Replacement Closing Date the information specified in Section 6.11 of the Indemnity Agreement with respect to the Replacement Engine as of a date within 30 days prior to the date such information is furnished to the Security TrusteeSecured Party; and (6) The Company shall have taken such other actions and furnished such other certificates and documents as the Security Trustee Secured Party shall have reasonably requested in order that such Replacement Engine be duly and properly subjected to the Lien of this Mortgage to the same extent as initially required under the Operative Transaction Documents with respect to the Engine so replaced.

Conditions to Engine Replacement. The Company's right to make a replacement under Section 3.04(a) hereof shall be subject to the fulfillment, at the Company's cost and expense, of the following conditions precedent: (1) On the date that the Replacement Engine is made subject to the Lien of this Mortgage (the "Replacement Closing Date"), no Special Default or Event of Default shall have occurred and be continuing; (2) On the Replacement Closing Date, an executed counterpart of each of the following shall have been delivered to the Security Trustee, in each case in form and substance reasonably satisfactory to the Security Trustee: (A) a Mortgage Supplement covering the Replacement Engine (which shall be filed for recordation pursuant to the Federal Aviation Act); (B) such Uniform Commercial Code financing statements covering the Lien created by this Mortgage as deemed necessary by the Security Trustee to protect the security interests of the Security Trustee in the Replacement Engine; (C) a certificate of a qualified aircraft engineer (who may be an employee of the Company) or, if the Lien of the Senior Mortgage shall have been discharged and the Security Trustee makes written request to the Company within five Business Days after the Company shall have furnished to the Security Trustee the information referred to in Section 3.04(c)(5)(C), an independent appraiser specified in such request (provided such appraiser is reasonably acceptable to the Company), whose fees and expenses shall be paid by the Security Trustee if the appraiser's report supports the certificate delivered by the Company's aircraft engineer pursuant to this Section 3.04(c)(2)(C) and paid by the Company in all other circumstances, certifying that such Replacement Engine meets all of the requirements set forth in subclauses (1), (2) and (3) of Section 3.04(a), as applicable; and (D) a copy of a xxxx of sale, manufacturer's invoice or other evidence of the Company's title with respect to the Replacement Engine. (3) The Security Trustee shall have received evidence satisfactory to the Security Trustee as to the due compliance with Section 3.05 hereof with respect to the Replacement Engine; (4) On the Replacement Closing Date, the Company shall be the owner of the Replacement Engine and shall cause the Replacement Engine to be subjected to the Lien of this Mortgage, free and clear of Liens (other than Permitted Liens); (5) The Security Trustee shall, at the expense of the Company, have received (A) an opinion addressed to the Security Trustee, reasonably satisfactory to the Security Trustee, to the effect that (i) the Replacement Engine has been made subject to the Lien of this Mortgage, (ii) the Security Trustee will be entitled to the benefits of Section 1110 of the Bankruptcy Code (or any successor or replacement statute) with respect to the Replacement Engine to the extent that the benefits of Section 1110 of the Bankruptcy Code (or any successor or replacement statute) are required to be available to the Security Trustee with respect to such Replacement Engine in accordance with Section 3.04(a)(3) and (iii) to such further effect as the Security Trustee may reasonably request (including, if the Replacement Engine will be subject to a Lease to a Permitted Air Carrier which is not a U.S. Air Carrier upon effectiveness of such replacement, to the effect provided in clause (iii) of Section 3.02(a)(viii)(E)), (B) an opinion of FAA counsel addressed to the Security Trustee, reasonably satisfactory to the Security Trustee, respecting the due filing for recordation with the FAA of the Mortgage Supplement with respect to such Replacement Engine, the perfection and priority of the Lien of this Mortgage thereon and as to such other matters concerning the Federal Aviation Act as the Security Trustee may reasonably request and (C) at least six Business Days before the Replacement Closing Date the information specified in Section 6.11 4.1(e) of the Indemnity Loan Agreement with respect to the Replacement Engine as of a date within 30 days prior to the date such information is furnished to the Security Trustee; and (6) The Company shall have taken such other actions and furnished such other certificates and documents as the Security Trustee shall have reasonably requested in order that such Replacement Engine be duly and properly subjected to the Lien of this Mortgage to the same extent as initially required under the Operative Documents with respect to the Engine so replaced.

Conditions to Engine Replacement. The Company's ’s right to make a replacement under Section 3.04(a) hereof shall be subject to the fulfillment, at the Company's ’s cost and expense, of the following conditions precedent: (1) On the date that the Replacement Engine is made subject to the Lien of this Mortgage (the "“Replacement Closing Date"”), no Special Default or Event of Default shall have occurred and be continuing; (2) On the Replacement Closing Date, an executed counterpart of each of the following shall have been delivered to the Security TrusteeSecured Party, in each case in form and substance reasonably satisfactory to the Security TrusteeSecured Party: (A) a Mortgage Supplement covering the Replacement Engine (which shall be filed for recordation pursuant to the Federal Aviation Act); (B) such Uniform Commercial Code financing statements covering the Lien created by this Mortgage as deemed necessary by the Security Trustee Secured Party to protect the security interests of the Security Trustee Secured Party in the Replacement Engine; (C) a certificate of a qualified aircraft engineer (who may be an employee of the Company) or, if the Lien of the Senior Mortgage shall have been discharged and the Security Trustee Secured Party makes written request to the Company within five Business Days after the Company shall have furnished to the Security Trustee Secured Party the information referred to in Section 3.04(c)(5)(C), an independent appraiser specified in such request (provided such appraiser is reasonably acceptable to the Company), whose fees and expenses shall be paid by the Security Trustee Secured Party if the appraiser's ’s report supports the certificate delivered by the Company's aircraft such engineer pursuant to this Section 3.04(c)(2)(C) and paid by the Company in all other circumstancesotherwise, the Company, certifying that such Replacement Engine meets all of the requirements set forth in subclauses (1), (2) and (3) of Section 3.04(a), as applicable; and (D) a copy of a xxxx of sale, manufacturer's ’s invoice or other evidence of the Company's ’s title with respect to the Replacement Engine. (3) The Security Trustee Secured Party shall have received evidence satisfactory to the Security Trustee Secured Party as to the due compliance with Section 3.05 hereof with respect to the Replacement Engine; (4) On the Replacement Closing Date, the Company shall be the owner of the Replacement Engine and shall cause the Replacement Engine to be subjected to the Lien of this Mortgage, free and clear of Liens (other than Permitted Liens); (5) The Security Trustee Secured Party shall, at the expense of the Company, have received (A) an opinion addressed to the Security TrusteeSecured Party, reasonably satisfactory to the Security TrusteeSecured Party, to the effect that (i) the Replacement Engine has been made subject to the Lien of this Mortgage, (ii) the Security Trustee Secured Party will be entitled to the benefits of Section 1110 of the Bankruptcy Code (or any successor or replacement statute) with respect to the Replacement Engine to the extent that the benefits of Section 1110 of the Bankruptcy Code (or any successor or replacement statute) are required to be available to the Security Trustee with respect to such Replacement Engine in accordance with Section 3.04(a)(3) and (iii) to such further effect as the Security Trustee Secured Party may reasonably request (including, if the Replacement Engine will be subject to a Lease to a Permitted Air Carrier which is not a U.S. Air Carrier upon effectiveness of such replacement, to the effect provided in clause (iii) of Section 3.02(a)(viii)(E))request, (B) an opinion of FAA counsel addressed to the Security TrusteeSecured Party, reasonably satisfactory to the Security TrusteeSecured Party, respecting the due filing for recordation with the FAA of the Mortgage Supplement with respect to such Replacement Engine, the perfection and priority of the Lien of this Mortgage thereon and as to such other matters concerning the Federal Aviation Act as the Security Trustee Secured Party may reasonably request and (C) at least six Business Days before the Replacement Closing Date the information specified in Section 6.11 4.1(e) of the Indemnity Loan Agreement with respect to the Replacement Engine as of a date within 30 days prior to the date such information is furnished to the Security TrusteeSecured Party; and (6) The Company shall have taken such other actions and furnished such other certificates and documents as the Security Trustee Secured Party shall have reasonably requested in order that such Replacement Engine be duly and properly subjected to the Lien of this Mortgage to the same extent as initially required under the Operative Transaction Documents with respect to the Engine so replaced.