Common use of Installation of Engines and Parts Clause in Contracts

Installation of Engines and Parts. Lessee will:- (a) ensure that, except as permitted by this Agreement, no engine or part is installed on the Aircraft unless:- (i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replaces, which is in the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and utility as the replaced Engine; (ii) in the case of a part, it is in as good operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of the same interchangeable modification status as the replaced Part; (iii) in the case of a part, it has become and remains the property of Owner free from Security Interests and on installation on the Aircraft will without further act be subject to this Agreement; and (iv) in each case, Lessee has full details as to its source and maintenance records; (b) if no Default has occurred which is continuing, be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause 8.13 (a) if:- (i) there is not available to Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, a replacement engine or, as the case may be, part complying with the requirements of Clause 8.13(a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Lessee to ground the Aircraft until an engine or part, as the case may be, complying with Clause 8.13 (a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the Expiry Date, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or part, as the case may be, complying with Clause 8.13(a).

Installation of Engines and Parts. Lessee will:- (a) Lessee will ensure that, except as permitted by this Agreement, and (in the case of an engine) subject to Section 8.13(d), no engine or part is installed on the Aircraft unless:-unless: (i) in the case of an engine, it (1) is an engine of the same model as, or an improved or advanced version of the Engine it replacesreplaces (provided, which in the case of an improved or advanced version, it can be installed and operated on the Airframe without modification of the Airframe or the engine, whether or not the other installed Engine is also such an improved or advanced version), (2) is in the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and utility as the replaced Engine, (3) has attached to it a current “serviceable tag” issued by the Engine Manufacturer or an approved vendor indicating that the engine is new, serviceable or overhauled (and Lessee shall retain all such tags), and (4) shall be accompanied by documentation establishing traceability “back-to-birth” for all installed LLPs; (ii) in the case of a part, it (1) is in as good operating condition, (2) has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model model, and is of the same interchangeable modification status as the replaced Part, (3) has attached to it a current “serviceable tag” issued by the manufacturer or approved vendor indicating that the part is new, serviceable or overhauled (and Lessee shall retain all such tags), and (4) is accompanied by documentation establishing traceability “back-to-birth”; (iii) in the case of a part that is replacing a Part in an Engine, Landing Gear or APU, the part is an OEM Part unless Lessee has obtained Lessor’s prior written approval to use a non OEM Part, which approval, if given, will generally be given only for the installation of PMA Parts manufactured in accordance with FAR Part 21.303 (or its EASA equivalent) that are consumable parts such as brackets, gaskets and seals; the use of stationary or high energy rotating PMA Parts in the Engine or APU gas path will generally not be approved by Lessor; any proposed repair to an OEM Part or PMA Part in an Engine, Landing Gear or APU that has been approved by an FAA Designated Engineering Representative (DER) (or its EASA equivalent) must also be approved by Lessor prior to performance of the repair; (iv) in the case of a part, it has become and remains the property of Owner Lessor free from Security Interests and on installation on the Aircraft will will, without further act act, be subject to this Agreement, in which case title to the removed part shall automatically become vested in Lessee without further action or warranty on the part of Lessor except that such Part shall be free of Lessor Liens; and (ivv) in each case, Lessee has full details as to its source and maintenance records;. (b) if If no Default has occurred which and is continuing, Lessee will be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause 8.13 Section 8.13(a), but (ain the case of an engine) if:-subject to Section 8.13(d), if: (i) there is not available to Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, Aircraft a replacement engine or, as the case may be, or part complying with the requirements of Clause Section 8.13(a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or or the business of Lessee to ground the Aircraft until an engine or part, as the case may be, part complying with Clause 8.13 (aSection 8.13(a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the earlier of (1) 60 days after such installation and (2) the Expiry Date, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or partpart complying with Section 8.13(a). (c) If no Default has occurred which is continuing, Lessee will be entitled to install Third Party Engines and Lessee Installed Parts on the Airframe by way of replacement notwithstanding Section 8.13(a)(i) and (ii), respectively, so long as: (i) the terms of any lease, conditional sale agreement or security agreement, as the case may be, covering such Third Party Engine or Lessee Installed Part will not have the effect of prejudicing the title and interest of Lessor in and to the Aircraft (including its Engines and Parts); (ii) the secured party, lessor or conditional vendor, as the case may be, of such Third Party Engine or Lessee Installed Part has confirmed and acknowledged in writing (which confirmation and acknowledgment may be contained in the lease, conditional sale agreement or security agreement covering such Third Party Engine or Lessee Installed Part, as applicable) to Lessor that it will recognize the respective rights, title and interest of Lessor in and to the Aircraft (including its Engines and Parts) and that it will not seek to exercise any rights whatever in relation thereto, and Xxxxxx so agrees to the extent that title is held by it; and (iii) before the Expiry Date (1) Lessee removes any such Third Party Engine and replaces it with the Engine replaced by it, and (2) Lessee removes any such Lessee Installed Part and replaces it with the Part replaced by it or by another part, in either case complying with Clause Section 8.13(a). (d) Xxxxxx agrees, for the benefit of any mortgagee, conditional vendor or holder of any other Security Interest in any Third Party Engine installed on the Airframe that Lessor shall not claim any title to or interest in any such Third Party Engine as the result of such Third Party Engine being installed on the Airframe; provided, that the agreement by Lessor set forth in this Section 8.13(d) is subject to Lessor’s rights to take possession of the Aircraft under Section 13.2(c)(i) and/or to require Lessee to redeliver the Aircraft under Section 13.2(c)(ii) with such Third Party Engine installed. Lessee shall have full authority at all relevant times to comply with the provisions of this Section 8.13(d) in respect of any engine installed by it on the Aircraft pursuant to Section 8.13(a) or 8.13(c).

Installation of Engines and Parts. Lessee will:-will: (a) ensure Ensure that, except as permitted by this AgreementAgree- ment, no engine or part is installed on the Aircraft unless:-unless: (i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replaces, which is in the same or better operating condition, has substantially similar or greater hours available until the next scheduled checks, inspections, overhauls and shop visits (taking into account for this purpose the hours available in respect of all compressor and turbine discs) and has the same or greater value and utility as the replaced Engine; (ii) in the case of a part, it is in as good operating condition, has substantially similar hours available avail- able until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of the same interchangeable modification status as the replaced Part; (iii) in the case of a parteach case, it has become and remains the property of Owner Lessor free from Security Interests and on installation on the Aircraft will without further act be subject to this Agreement; and; (iv) in each case, Lessee has full sufficient details as to its source and maintenance recordsrecords to assure compliance with applicable Air Authority requirements;; (b) if If no Default has occurred which is continuing, be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause Section 8.13 (a) if:-if: (i) there is not available to Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, a replacement engine or, as the case may be, part complying with the requirements of Clause Section 8.13(a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Lessee to ground the Aircraft until an engine or part, as the case may be, complying with Clause Section 8.13 (a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation installa- tion of the same on the Aircraft but, in any event, no later than the Expiry Expiration Date, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or part, as the case may be, complying with Clause Section 8.13(a).

Installation of Engines and Parts. Lessee will:- (a) ensure that, except as permitted by this Agreement, no engine or part If a Part is installed on removed from the Aircraft unless:- (i) in the case of an engine, it is an engine for any of the same model as, or an improved or advanced version of the Engine it replaces, which is reasons set forth in the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and utility as the replaced Engine; Section 8.12 (ii) except in the case of a part, it removal as described by Section 8.12(a)): (i) Lessee shall promptly install a part in place of such Part that (1) is in as good operating conditioncondition as such Part, has substantially similar hours available until the next scheduled checks, (2) inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of the same interchangeable modification status as such Part, and (3) has attached to it a current airworthiness release certificate issued by the replaced Part; manufacturer or approved vendor indicating that the part is new, serviceable repaired or overhauled (iiiwith Lessee retaining all such certificates); and (ii) in the case of a partpart that is replacing a Part in the Landing Gear, it has become and remains APU or an Engine, the property of Owner free from Security Interests and on installation on the Aircraft will without further act be subject to this Agreement; and (iv) in each casepart is an OEM Part, unless Lessee has full details obtained Lessor's prior written approval to install a non-OEM Part, which approval, if given, shall be given only for the installation of PMA Parts manufactured in accordance with FAR Part 21.303 (or its EASA equivalent) that are consumable parts such as brackets, gaskets and seals (it being understood that the installation of stationary or high energy rotating PMA Parts in the Engine or APU gas path shall not be approved by Lessor), and any proposed repair to an OEM Part or PMA Part in the Landing Gear, APU or an Engine that has been approved by an FAA Designated Engineering Representative (or its source and maintenance records;EASA equivalent) must also be approved by Lessor in writing prior to performance of the repair. (b) In the case of the removal of a Part from the Aircraft for any of the reasons set forth in Section 8.12, and if no Default has occurred which and is continuing, be entitled to Lessee may install any engine or a part on the Aircraft by way as a temporary replacement for such removed Part, notwithstanding the provisions of replacement notwithstanding Clause 8.13 (a) if:- Section 8.13(a), if: (i) there is not available to Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, a replacement engine or, as the case may be, part complying that complies with the requirements of Clause Section 8.13(a); ; (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or or the business of Lessee to ground the Aircraft until an engine or part, as the case may be, complying a part that complies with Clause 8.13 (aSection 8.13(a) becomes available for installation on the Aircraft; and and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the earlier of (1) 90 days after such installation and (2) the Expiry Date, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine a part that complies with Section 8.13(a). (c) If no Default has occurred and is continuing, Lessee may install a Third Party Engine or partLessee Installed Part on the Airframe if: 50 (i) the terms of any lease, conditional sale agreement or security agreement, as the case may be, complying covering such Third Party Engine or Lessee Installed Part will not have the effect of prejudicing the respective title and interests of Owner, Lessor and the Financing Parties in and to the Aircraft (including its Engines and Parts) or the interests of the Financing Parties in respect thereof under any Financing Security Document; (ii) the secured party, lessor or conditional vendor, as the case may be, of such Third Party Engine or Lessee Installed Part has confirmed and acknowledged in writing (which confirmation and acknowledgment may be contained in the lease, conditional sale agreement or security agreement covering such Third Party Engine or Lessee Installed Part, as applicable) to Owner and Lessor that it shall respect the respective rights, title and interests of Owner, Lessor and the Financing Parties in and to the Aircraft (including its Engines and Parts) and that it shall not seek to exercise any rights whatsoever in relation thereto, and Xxxxxx so agrees to the extent that title is held by it; and (iii) in the case of a Third Party Engine, before the Expiry Date Lessee removes any such Third Party Engine and replaces it with Clause 8.13(a)the Engine replaced by it. (d) Lessor agrees, for the benefit of any mortgagee, conditional vendor or holder of any other Security Interest in any Third Party Engine installed on the Airframe, that Lessor shall not claim any title to or interest in any such Third Party Engine as the result of such Third Party Engine being installed on the Airframe; provided, that the agreement by Lessor set forth in this Section 8.13(d) is subject to Lessor's rights to take possession of the Aircraft under Section 13.2(c)(i) and/or to require Lessee to redeliver the Aircraft under Section 13.2(c)(ii) with such Third Party Engine installed.

Installation of Engines and Parts. Lessee will:- (a) ensure that, except as permitted by this Agreement, no engine or part is installed on the Aircraft unless:- (i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replaces, which is in the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and utility as the replaced Engine; (ii) in the case of a part, it is in as good operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of the same interchangeable modification status as the replaced Part; (iii) in the case of a parteach case, it has become and remains the property of Owner free from Security Interests and on installation on the Aircraft will without further act be subject to the Head Lease, the Sub Lease and this Agreement; and (iv) in each case, Lessee has full details as to its source and maintenance records; (b) if no Default has occurred which is continuing, be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause 8.13 (a8.13(a) if:- (i) there is not available to Lessee at the time and in the place that that engine suchengine or part is required to be installed on the Aircraft, a replacement engine oror part, as the case may be, part complying with the requirements of Clause 8.13(a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Lessee to ground the Aircraft until an engine or part, as the case may be, complying with Clause 8.13 (a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the Expiry Date, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or part, as the case may be, complying with Clause 8.13(a).

Installation of Engines and Parts. Lessee will:-will: (a) ensure that, except as permitted by this Agreement, no engine or part is installed on the Aircraft unless:-unless: (i) in the case of an engine, it (x) is an engine of the same model as, or an improved or advanced version of the Engine it replaces, which ; (y) is in the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits (provided, however, that, on the Expiry Date, Lessee may make the financial adjustments referred to in Clause 12.8 in lieu of complying with this sub-paragraph (y)); and (z) has the same or greater value and utility as the replaced Engine; (ii) in the case of a part, it is in as good operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of the same interchangeable modification status as the replaced Part; (iii) in the case of a parteach case, it has become and remains the property of Owner Lessor free from Security Interests interests and on installation on of the Aircraft will without further act be subject to this Agreement; andAgreement and the Mortgage; (iv) in each case, Lessee has full details as to its source and maintenance records; and (v) Lessee complies with all applicable provisions of the Mortgage; (b) if If no Default has occurred which is continuing, be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause 8.13 (a) if:-if: (i) there is not available to Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, a replacement engine or, as the case may be, part complying with the requirements of Clause 8.13(a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Lessee to ground the Aircraft until an engine or part, as the case may be, complying with Clause 8.13 (a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the Expiry Date, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or part, as the case may be, complying with Clause 8.13(a). Where, pursuant to this sub-clause (b), an engine or part is installed on the Aircraft, Lessor shall not be entitled to any ownership or Security Interest in such engine or part. (c) If no Default has occurred which is continuing, the Lessee will be entitled to install Lessee Installed Seats on the Airframe by way of replacement notwithstanding Clause 8.13(a)(iii) so long as: (i) the terms of any lease, conditional sale agreement or security agreement, as the case may be, covering such Lessee Installed Seats will not have the effect of prejudicing the title and interest of the Lessor in and to the Aircraft (including its Engines and Parts) or the interest of the Lender in respect thereof under the Mortgage; (ii) the secured party, lessor or conditional vendor, as the case may be, of such Lessee Installed Seats has confirmed and acknowledged in writing (which such confirmation and acknowledgment may be contained in the lease, conditional sale agreement or security agreement) to the Lessor and the Lender, in form and substance satisfactory to the Lessor, that it will recognize the respective rights, title and interest of the Lessor and the Lender in and to the Aircraft (including its Engines and Parts) and that it will not seek to exercise any rights whatever in relation thereto; and (iii) before the Expiry Date the Lessee removes the Lessee Installed Seats and replaces them with the seats owned by them or by other seats, in either case complying with Clause 8.13(a).

Installation of Engines and Parts. Lessee will:-will: (a) ensure that, except as permitted by this Agreement, no engine or part is installed on the Aircraft unless:-unless: (i) in the case of an engine, it (x) is an engine of the same model as, or an improved or advanced version of the Engine it replaces, which ; (y) is in the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits (provided, however, that, on the Expiry Date, Lessee may make the financial adjustments referred to in Clause 12.8 in lieu of complying with this sub-paragraph (y)); and (z) has the same or greater value and utility as the replaced Engine; (ii) in the case of a part, it is in as good operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of the same interchangeable modification status as the replaced Part; (iii) in the case of a parteach case, it has become and remains the property of Owner Lessor free from Security Interests interests and on installation on of the Aircraft will without further act be subject to this Agreement; andAgreement and the Mortgage; (iv) in each case, Lessee has full details as to its source and maintenance records; and (v) Lessee complies with all applicable provisions of the Mortgage; (b) if If no Default has occurred which is continuing, be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause 8.13 (a8.13(a) if:-if (i) there is not available to Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, a replacement engine or, as the case may be, part complying with the requirements of Clause 8.13(a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Lessee to ground the Aircraft until an engine or part, as the case may be, complying with Clause 8.13 (a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the Expiry Date, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or part, as the case may be, complying with Clause 8.13(a). Where, pursuant to this sub-clause (b), an engine or part is installed on the Aircraft, Lessor shall not be entitled to any ownership or Security Interest in such engine or part. (c) If no Default has occurred which is continuing, the Lessee will be entitled to install Lessee Installed Seats on the Airframe by way of replacement notwithstanding Clause 8.13(a)(iii) so long as: (i) the terms of any lease, conditional sale agreement or security agreement, as the case may be, covering such Lessee Installed Seats will not have the effect of prejudicing the title and interest of the Lessor in and to the Aircraft (including its Engines and Parts) or the interest of the Lender in respect thereof under the Mortgage; (ii) the secured party, lessor or conditional vendor, as the case may be, of such Lessee Installed Seats has confirmed and acknowledged in writing (which such confirmation and acknowledgment may be contained in the lease, conditional sale agreement or security agreement) to the Lessor and the Lender, in form and substance satisfactory to the Lessor, that it will recognize the respective rights, title and interest of the Lessor and the Lender in and to the Aircraft (including its Engines and Parts) and that it will not seek to exercise any rights whatever in relation thereto; and (iii) before the Expiry Date the Lessee removes the Lessee Installed Seats and replaces them with the seats owned by them or by other seats, in either case complying with Clause 8.13(a).

Installation of Engines and Parts. a. The Lessee will:- (a) will ensure that, except as permitted by this Agreement, no engine or part is installed on the Aircraft unless:-unless: (i) i. in the case of an engine, it is an engine of the same model as, or an improved or advanced version of of, the Engine it replacesreplaces (provided, which is in the same case of an improved or better operating conditionadvanced version, it can be installed and operated on the Airframe without modification of the Airframe or the engine, whether or not the other installed Engine is also such an improved or advanced version) and it has substantially similar hours available until attached to it a current "serviceable tag" issued by the next scheduled checksmanufacturer or supplier indicating that the engine is new, inspectionsserviceable or overhauled, overhauls and shop visits and has the same or greater value and utility as Lessee shall retain all such tags to the replaced Engineextent required under applicable law; (ii) . in the case of a part, it is in as good operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of the same interchangeable modification status as the replaced PartPart and has attached to it a current "serviceable tag" issued by the manufacturer or supplier indicating that the part is new, serviceable or overhauled, and the Lessee shall retain all such tags to the extent required under applicable law; provided, that the replacement of parts will not, in the aggregate, result in the material diminution in the value or utility of the Aircraft; (iii) . in the case of a part, it has become and remains the property of Owner the Lessor free from Security Interests and on installation on the Aircraft will will, without further act act, be subject to this Agreement; and (iv) . in each case, the Lessee has full details as to its source and maintenance records;records as required by the Aviation Authority for Part 129 operators. (b) if b. If no Event of Default has occurred which is continuing, the Lessee will be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause 8.13 (a) if:-if: (i) i. there is not available to the Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, Aircraft a replacement engine or, as the case may be, or part complying with the requirements of Clause 8.13(a); (ii) . it would result in an unreasonable disruption of the operation of the Aircraft and/or or the business of the Lessee to ground the Aircraft until an engine or part, as the case may be, part complying with Clause 8.13 (a) becomes available for installation on the Aircraft; and (iii) . as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the Expiry Date, the Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or part, as the case may be, part complying with Clause 8.13(a). c. The Lessor agrees, for the benefit of the Lessee and any mortgagee or holder of any other Security Interest in any engine or part (other than an Engine or Part) owned by the Lessee, any lessor of any engine or part (other than an Engine or Part leased to the Lessee) and any conditional vendor of any engine or part (other than an Engine or Part purchased by the Lessee subject to a conditional sale agreement or any other security agreement), that no right, title to or interest in any such engine or part shall be exercised or asserted by the Lessor and the Lessor acknowledges and confirms that it will not acquire any right, title or interest to or in any such engine or part as a result of its installation on the Airframe.

Installation of Engines and Parts. Lessee will:- (a) ensure thatSubject always to paragraph 3.2 above, except as permitted by this Agreement, no Lessee may install an engine or part is installed on the Aircraft unless:-if: (i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replaces, which is in the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and utility as the replaced a Suitable Replacement Engine; (ii) in the case of a part, it is in as good operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of the same interchangeable modification status as the replaced Replacement Part; (iii) in the case of a parteach case, it has become and remains the property of Owner Lessor free from Security Interests and on installation on the Aircraft will without further act be subject to the Mortgage and this Agreement; and (iv) in each case, Lessee has full such details as to its source source, maintenance records and life remaining as are required by the Air Authority and Lessee has for each Replacement Part or Suitable Replacement Engine, such technical and maintenance recordsrecords as would be included for the purposes of this Agreement in the Aircraft Documents in Part 3 of Appendix 8 for each such Suitable Replacement Engine or Replacement Part if each such Suitable Replacement Engine or Replacement Part was then redelivered to Lessor pursuant to and in accordance with Appendix 8 of this Agreement; (b) Lessee will, if no Default has occurred which is continuing, be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause 8.13paragraph 3.3 (a) if:-if: (i) there is not available to Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, a replacement engine or, as the case may be, part complying with the requirements of Clause 8.13(aparagraph 3.3(a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Lessee to ground the Aircraft until an engine or part, as the case may be, complying with Clause 8.13paragraph 3.3 (a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the Expiry DateDate in the case of a part and three (3) months prior to the Expiry Date in the case of an engine, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine a Suitable Replacement Engine (if expressly permitted by paragraph 3.2 of this Appendix 6) or part, as the case may be, a Replacement Part and otherwise complying with Clause 8.13(aparagraph 3.3(a).

Installation of Engines and Parts. Lessee will:-will: (a) ensure that, except as permitted by this Agreement, no engine or part is installed on the Aircraft unless:-unless: (i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replaces, which is in the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and utility condition as the replaced EngineEngine and is capable of operation on the Airframe with the other Engine thereon to the same operating specifications as the replaced engine when originally installed on the Aircraft, or is an engine provided by Lessor pursuant to Part 3 of Schedule 3; (ii) in the case of a part, it is in as good operating conditioncondition as the Part it replaces, has substantially similar hours available until the next scheduled checksbears an FAA Form 8130-3 or EASA Dual Release, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of approved for use by the same interchangeable modification status as Air Authority and the replaced PartFAA, or the respective manufacturer; (iii) in the case of a partpart (not including an engine), it has become and remains the property of Owner free from Security Interests any Lien and on upon installation on the Aircraft will without further act be subject to this Agreement; andAgreement and the Mortgage; (iv) in each case, Lessee has full details as to complete copies of its Air Authority required source and maintenance records; (v) in the case of a Replacement Engine, Lessee shall have taken such other action as Owner, Lessor or the Agent shall reasonably request (including, without limitation, making any appropriate filings in the State of Registration and/or amending or supplementing this Agreement and/or the Mortgage) to protect the rights of Owner or the Agent in and to such engine; and (vi) in the case of a Replacement Engine, Lessee shall have delivered to Owner, Lessor, and the Agent the documents, and shall have taken the actions specified in Section 12.2 and delivered to Owner, Lessor, and the Agent a certificate signed by an authorized officer of Lessee to the effect that each of the conditions specified in this Section 9.13 shall have been satisfied. ALA MSN 2830 – Global Crossing Airlines (b) if no Event of Default has occurred which is continuing, be entitled to install any engine or part on the Aircraft by way of temporary replacement for an Engine or a Part notwithstanding Clause 8.13 (aSection 9.13(a) if:-if: (i) there is not available to Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, a replacement engine Replacement Engine or, as the case may be, part complying with the requirements of Clause 8.13(aSection 9.13(a);; and (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Lessee to ground the Aircraft until an engine or parta Replacement Engine or, as the case may be, part complying with Clause 8.13 (aSection 9.13(a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the earlier of thirty (30) days (or sixty (60) days in the case of an engine) following its installation or the Expiry Date, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it it, or by an engine a Replacement Engine or partPart, as the case may be, complying with Clause 8.13(aSection 9.13(a); and (iv) Lessor agrees for the benefit of the owner or lessor of, and any Person (including but not limited to an agent or financing party) holding a security or other interest in, such engine or part, to execute a reciprocal recognition of rights letter in customary form and otherwise acceptable to Lessor, confirming that neither Lessor nor any Person claiming an interest hereunder by or through Lessor, and their respective successors and assigns, will acquire or claim any right, title or interest in an engine or part installed pursuant to Section 9.13(b) while installed on the Aircraft.

Installation of Engines and Parts. Lessee will:- (a) Lessee will ensure that, except as permitted by this Agreement, no engine or part is installed on the Aircraft unless:-unless: (i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replacesreplaces (provided, which in the case of an improved or advanced version, it can be installed and operated on the Airframe without modification of the Airframe or the engine, whether or not the other installed Engine is also such an improved or advanced version), and is in the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits and visits, has the same or greater value and utility as the replaced EngineEngine and has attached to it a current "serviceable tag" issued by the Engine Manufacturer or approved vendor indicating that the engine is new, serviceable or overhauled, and Lessee shall retain all such tags and all installed LLP's shall have documentation substantiating traceability "back-to-birth"; (ii) in the case of a part, it is in as good operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model and model, is of the same interchangeable modification status as the replaced PartPart and has attached to it a current "serviceable tag" issued by the manufacturer or approved vendor indicating that the part is new, serviceable or overhauled, and Lessee shall retain all such tags; (iii) in the case of a part, it has become and remains the property of Owner Lessor free from Security Interests and on installation on the Aircraft will will, without further act act, be subject to this AgreementAgreement and to the Security Interest created by any Mortgage, in which case title to the removed part shall automatically become vested in Lessee without further action or warranty on the part of Lessor except that such Part shall be free of Lessor Liens; and (iv) in each case, Lessee has will provide full details as to its source and maintenance records;. (b) if If no Default has occurred which and is continuing, Lessee will be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause Section 8.13 (a) if:-if: (i) there is not available to Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, Aircraft a replacement engine or, as the case may be, or part complying with the requirements of Clause Section 8.13(a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or or the business of Lessee to ground the Aircraft until an engine or part, as the case may be, part complying with Clause Section 8.13 (a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the earlier of (1) 60 days after such installation and (2) the Expiry Date, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or partpart complying with Section 8.13(a). (c) If no Default has occurred which is continuing, Lessee will be entitled to install Lessee Installed Parts on the Airframe by way of replacement notwithstanding Section 8.13(a)(iii) so long as: (i) the terms of any lease, conditional sale agreement or security agreement, as the case may be, covering such Lessee Installed Part will not have the effect of prejudicing the title and interest of Lessor in and to the Aircraft (including its Engines and Parts) or the interest of any Mortgagee in respect thereof under any Mortgage; (ii) the secured party, lessor or conditional vendor, as the case may be, of such Lessee Installed Part has confirmed and acknowledged in writing (which confirmation and acknowledgment may be contained in the lease, conditional sale agreement or security agreement covering such Lessee Installed Part) to Lessor that it will recognize the respective rights, title and interest of Lessor and any Mortgagee in and to the Aircraft (including its Engines and Parts) and that it will not seek to exercise any rights whatever in relation thereto; and (iii) before the Expiry Date Lessee removes any such Lessee Installed Part and replaces it with the Part replaced by it or by another part, in either case complying with Clause Section 8.13(a).

Installation of Engines and Parts. Lessee will:-will: (a) ensure that, except as permitted by this Agreement, no engine or part is installed on the Aircraft unless:-unless: (i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replaces, which is in the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and utility condition as the replaced EngineEngine and is capable of operation on the Airframe with the other Engine thereon to the same operating specifications as the replaced engine when originally installed on the Aircraft, or is an engine provided by Lessor pursuant to Part 3 of Schedule 3; (ii) in the case of a part, it is in as good operating conditioncondition as the Part it replaces, has substantially similar hours available until the next scheduled checksbears an FAA Form 8130-3 or EASA Dual Release, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of approved for use by the same interchangeable modification status as Air Authority and the replaced PartFAA, or the respective manufacturer; (iii) in the case of a partpart (not including an engine), it has become and remains the property of Owner free from Security Interests any Lien and on upon installation on the Aircraft will without further act be subject to this Agreement; andAgreement and the Mortgage; (iv) in each case, Lessee has full details as to complete copies of its Air Authority required source and maintenance records; (v) in the case of a Replacement Engine, Lessee shall have taken such other action as Owner, Lessor or the Agent shall reasonably request (including, without limitation, making any appropriate filings in the State of Registration and/or amending or supplementing this Agreement and/or the Mortgage) to protect the rights of Owner or the Agent in and to such engine; and (vi) in the case of a Replacement Engine, Lessee shall have delivered to Owner, Lessor, and the Agent the documents, and shall have taken the actions specified in Section 12.2 and delivered to Owner, Lessor, and the Agent a certificate signed by an authorized officer of Lessee to the effect that each of the conditions specified in this Section 9.13 shall have been satisfied. ALA MSN 2851 – Global Crossing Airlines (b) if no Event of Default has occurred which is continuing, be entitled to install any engine or part on the Aircraft by way of temporary replacement for an Engine or a Part notwithstanding Clause 8.13 (aSection 9.13(a) if:-if: (i) there is not available to Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, a replacement engine Replacement Engine or, as the case may be, part complying with the requirements of Clause 8.13(aSection 9.13(a);; and (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Lessee to ground the Aircraft until an engine or parta Replacement Engine or, as the case may be, part complying with Clause 8.13 (aSection 9.13(a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the earlier of thirty (30) days (or sixty (60) days in the case of an engine) following its installation or the Expiry Date, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it it, or by an engine a Replacement Engine or partPart, as the case may be, complying with Clause 8.13(aSection 9.13(a); and (iv) Lessor agrees for the benefit of the owner or lessor of, and any Person (including but not limited to an agent or financing party) holding a security or other interest in, such engine or part, to execute a reciprocal recognition of rights letter in customary form and otherwise acceptable to Lessor, confirming that neither Lessor nor any Person claiming an interest hereunder by or through Lessor, and their respective successors and assigns, will acquire or claim any right, title or interest in an engine or part installed pursuant to Section 9.13(b) while installed on the Aircraft.

Installation of Engines and Parts. Lessee will:- (a) The Lessee will ensure that, except as permitted by this Agreement, no engine or part is installed on the Aircraft unless:-unless: (i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replacesreplaces (provided, in the case of an improved or advanced version, it can be installed and operated on the Airframe without modification of the Airframe or the engine, whether or not the other installed Engine is also such an improved or advanced version), which has attached to it a current "serviceable tag" issued by the manufacturer or supplier indicating that the engine is in new, serviceable or overhauled, and the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and utility as the replaced EngineLessee shall retain all such tags; (ii) in the case of a part, it is in as good operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of the same interchangeable modification status as the replaced PartPart and has attached to it a current "serviceable tag" issued by the manufacturer or supplier indicating that the part is new, serviceable or overhauled, and the Lessee shall retain all such tags; (iii) in the case of a part, it has become and remains the property of Owner the Lessor free from Security Interests and on installation on the Aircraft will will, without further act act, be subject to this AgreementAgreement and to the Security Interest created by the Mortgage, in which case title to the removed part shall automatically become vested in Lessee without further action or warranty on the part of Lessor except that such Part shall be free of Lessor Liens; and (iv) in each case, the Lessee has full details as to its source and maintenance records;. (b) if If no Event of Default has occurred which is continuing, the Lessee will be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause 8.13 (a) if:-if: (i) there is not available to Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, Aircraft a replacement engine or, as the case may be, or part complying with the requirements of Clause 8.13(a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or or the business of Lessee to ground the Aircraft until an engine or part, as the case may be, part complying with Clause 8.13 (a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the earlier of (1) 90 days after such installation and (2) the Expiry Date, the Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or partpart complying with Clause_8.13(a). (c) If no Default has occurred which is continuing, the Lessee will be entitled to install Lessee Installed Parts on the Airframe by way of replacement notwithstanding Clause 8.13(a)(iii) so long as: (i) the terms of any lease, conditional sale agreement or security agreement, as the case may be, covering such Lessee Installed Part will not have the effect of prejudicing the title and interest of the Lessor in and to the Aircraft (including its Engines and Parts) or the interest of Mortgagee in respect thereof under the Mortgage; (ii) the secured party, lessor or conditional vendor, as the case may be, of such Lessee Installed Part has confirmed and acknowledged in writing (which confirmation and acknowledgment may be contained in the lease, conditional sale agreement or security agreement covering such Lessee Installed Part) to the Lessor and Mortgagee that it will recognize the respective rights, title and interest of the Lessor and Mortgagee in and to the Aircraft (including its Engines and Parts) and that it will not seek to exercise any rights whatever in relation thereto; and (iii) before the Expiry Date the Lessee removes any such Lessee Installed Part and replaces it with the Part replaced by it or by another part, in either case complying with Clause 8.13(a). (d) Lessor agrees, for the benefit of Lessee and any mortgagee or holder of any other Security Interest in any engine (other than an Engine) or Lessee Installed Part owned by the Lessee, any lessor of any engine (other than an Engine leased to the Lessee) or Lessee Installed Part and any conditional vendor of any engine (other than an Engine purchased by the Lessee subject to a conditional sale agreement or any other security agreement) or Lessee Installed Part, that no right, title to or interest in any such engine or Lessee Installed Part shall be exercised or asserted by the Lessor and the Lessor acknowledges and confirms that it will not acquire any right, title or interest to or in any such engine or Lessee Installed Part as a result of its installation on the Airframe.

Installation of Engines and Parts. Lessee will:- (a) ensure that, except as permitted by this Agreement, no engine or part is installed on the Aircraft unless:- (i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replaces, which is in the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and utility as the replaced Engine; (ii) in the case of a part, it is in as good operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of the same interchangeable modification status as the replaced Part; (iii) in the case of a part, it has become and remains the property of Owner free from Security Interests and on installation on the Aircraft will without further act be subject to the Head Lease and this Agreement; and (iv) in each case, Lessee has full details as to its source and maintenance records; (b) if no Default has occurred which is continuing, be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause 8.13 (a) if:- (i) there is not available to Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, a replacement engine or, as the case may be, part complying with the requirements of Clause 8.13(a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Lessee to ground the Aircraft until an engine or part, as the case may be, complying with Clause 8.13 (a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the Expiry Date, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or part, as the case may be, complying with Clause 8.13(a).

Installation of Engines and Parts. Lessee will:-will: (a) ensure that, except as permitted by this Agreement, no engine or part is installed on the Aircraft unless:-unless: (i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replaces, which is in the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and utility as the replaced EngineEngine and is capable of operation on the Airframe and with the other Engines thereon; (ii) in the case of a part, it is in as good operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of the same interchangeable modification status as the replaced Part; (iii) in the case of a parteach case, it has become and remains the property of Owner Lessor free from Security Interests and on installation on the Aircraft will without further act be subject to this AgreementAgreement and any Mortgage; and (iv) in each case, Lessee has full details as to its source and maintenance records; (b) if no Event of Default has occurred which is continuing, be entitled to install any engine or part on the Aircraft by way of temporary replacement notwithstanding Clause Section 8.13 (a) if:-if: (i) there is not available to Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, a replacement engine or, as the case may be, part complying with the requirements of Clause Section 8.13(a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Lessee to ground the Aircraft until an engine or part, as the case may be, complying with Clause 8.13 Section 8.13 (a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the Expiry Datetermination of this Agreement in accordance with the terms hereof, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or part, as the case may be, complying with Clause Section 8.13(a); provided that if (i) the Engine to be replaced by such proposed temporary replacement engine has more hours available to its next scheduled overhaul than such proposed temporary replacement engine and (ii) the Engine to be replaced will at any time not be located in United States (or any other country approved by Lessor) during such temporary replacement period, Lessee shall pay Lessor a special maintenance reserve (the "Special Maintenance Reserve") equal to the product of (A) $85 and (B) the number of such excess hours. Upon the replacement of such replacement engine with the Engine replaced by it or by an engine complying with Section 8.13(a), Lessor shall pay to Lessee the Special Maintenance Reserve. The Special Maintenance Reserve shall secure Lessee's obligations under this Section 8.13(b) as well as its obligations to maintain the Engines in accordance with Section 8.11 hereof.

Installation of Engines and Parts. Lessee will:- (a) The Lessee will ensure that, except as permitted by this Agreement, no engine or part is installed on the Aircraft unless:-unless: (i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replacesreplaces (provided, in the case of an improved or advanced version, it can be installed and operated on the Airframe without modification of the Airframe or the engine, whether or not the other installed Engine is also such an improved or advanced version), which has attached to it a current "serviceable tag" issued by the manufacturer or supplier indicating that the engine is in new, serviceable or overhauled, and the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and utility as the replaced EngineLessee shall retain all such tags; (ii) in the case of a part, it is in as good operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of the same interchangeable modification status as the replaced PartPart and has attached to it a current "serviceable tag" issued by the manufacturer or supplier indicating that the part is new, serviceable or overhauled, and the Lessee shall retain all such tags; (iii) in the case of a part, it has become and remains the property of Owner the Lessor free from Security Interests and on installation on the Aircraft will will, without further act act, be subject to this AgreementAgreement and to the Security Interest created by the Mortgage, in which case title to the removed part shall automatically become vested in Lessee without further action or warranty on the part of Lessor except that such Part shall be free of Lessor Liens; and (iv) in each case, the Lessee has full details as to its source and maintenance records;. (b) if If no Event of Default has occurred which is continuing, the Lessee will be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause 8.13 (a) if:-if: (i) there is not available to Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, Aircraft a replacement engine or, as the case may be, or part complying with the requirements of Clause 8.13(a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or or the business of Lessee to ground the Aircraft until an engine or part, as the case may be, part complying with Clause 8.13 (a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the earlier of (1) 90 days after such installation and (2) the Expiry Date, the Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or partpart complying with Clause 8.13(a). (c) If no Default has occurred which is continuing, the Lessee will be entitled to install Lessee Installed Parts on the Airframe by way of replacement notwithstanding Clause 8.13(a)(iii) so long as: (i) the terms of any lease, conditional sale agreement or security agreement, as the case may be, covering such Lessee Installed Part will not have the effect of prejudicing the title and interest of the Lessor in and to the Aircraft (including its Engines and Parts) or the interest of Mortgagee in respect thereof under the Mortgage; (ii) the secured party, lessor or conditional vendor, as the case may be, of such Lessee Installed Part has confirmed and acknowledged in writing (which confirmation and acknowledgment may be contained in the lease, conditional sale agreement or security agreement covering such Lessee Installed Part) to the Lessor and Mortgagee that it will recognize the respective rights, title and interest of the Lessor and Mortgagee in and to the Aircraft (including its Engines and Parts) and that it will not seek to exercise any rights whatever in relation thereto; and (iii) before the Expiry Date the Lessee removes any such Lessee Installed Part and replaces it with the Part replaced by it or by another part, in either case complying with Clause 8.13(a). (d) Lessor agrees, for the benefit of Lessee and any mortgagee or holder of any other Security Interest in any engine (other than an Engine) or Lessee Installed Part owned by the Lessee, any lessor of any engine (other than an Engine leased to the Lessee) or Lessee Installed Part and any conditional vendor of any engine (other than an Engine purchased by the Lessee subject to a conditional sale agreement or any other security agreement) or Lessee Installed Part, that no right, title to or interest in any such engine or Lessee Installed Part shall be exercised or asserted by the Lessor and the Lessor acknowledges and confirms that it will not acquire any right, title or interest to or in any such engine or Lessee Installed Part as a result of its installation on the Airframe.

Installation of Engines and Parts. Lessee will:- (a) The Lessee will ensure that, except as permitted by this Agreement, no engine or part is installed on the Aircraft unless:-unless: (i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replacesreplaces (provided, in the case of an improved or advanced version, it can be installed and operated on the Airframe without modification of the Airframe or the engine, whether or not the other installed Engine is also such an improved or advanced version), which has attached to it a current "serviceable tag" issued by the manufacturer or supplier indicating that the engine is in new, serviceable or overhauled, and the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and utility as the replaced EngineLessee shall retain all such tags; (ii) in the case of a part, it is in as good operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of the same interchangeable modification status as the replaced PartPart and has attached to it a current "serviceable tag" issued by the manufacturer or supplier indicating that the part is new, serviceable or overhauled, and the Lessee shall retain all such tags; (iii) in the case of a part, it has become and remains the property of Owner the Lessor free from Security Interests and on installation on the Aircraft will will, without further act act, be subject to this AgreementAgreement and to the security interest created by the Mortgage, in which case title to the removed part shall automatically become vested in Lessee without further action or warranty on the part of Lessor except that such Part shall be free of Lessor Liens; and (iv) in each case, the Lessee has full details as to its source and maintenance records;. (b) if If no Default has occurred which is continuing, the Lessee will be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause 8.13 (a) if:- (i) there is not available to Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, a replacement engine or, as the case may be, part complying with the requirements of Clause 8.13(a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Lessee to ground the Aircraft until an engine or part, as the case may be, complying with Clause 8.13 (a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the Expiry Date, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or part, as the case may be, complying with Clause 8.13(a).if:

Installation of Engines and Parts. The Lessee will:-will: (a) ensure that, except as permitted by this Agreement, no engine or part is installed on the Aircraft unless:-unless: (i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replaces, which is in the same or better operating condition, has substantially similar hours hours/cycles available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and utility as the replaced Engine; (ii) in the case of a part, it is in as good operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of has a value, utility and remaining useful life, and at least the same interchangeable equivalent or better modification status and service bulletin accomplishment status, as the replaced Part; (iii) in the case of a parteach case, it has become and remains the property of Owner the Holder of Legal Title free from Security Interests and on installation on the Aircraft will will, without further act act, be subject to this Agreement; and (iv) in each case, the Lessee has full details as to its source and maintenance records; (b) if no Significant Default or Event of Default has occurred which is continuing, be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause 8.13 (a) if:- (i) there is not available to Lessee at the time and in the place provided that that engine or part is required to be installed on the Aircraft, a replacement engine or, as the case may be, part complying with the requirements of Clause 8.13(a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Lessee to ground the Aircraft until an engine or part, as the case may be, complying with Clause 8.13 (a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the Expiry Date, the Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or part, as the case may be, complying with Clause 8.13(a). Lessor agrees, and will at the request of Lessee acknowledge in writing to the owner of any installed engine, that it will recognize the interests of such owner and any lessor in the installed engine and will not seek to exercise any rights whatsoever in relation to it.

Installation of Engines and Parts. Lessee will:- (a) Lessee will ensure that, except as permitted by this Agreement, and (in the case of an engine) subject to Section 18.13(e), no engine or part is installed on the Aircraft unless:-unless: (i) in the case of an engine, it (1) is an engine of the same model as, or an improved or advanced version of the Engine it replacesreplaces (provided, which in the case of an improved or advanced version, it can be installed and operated on the Airframe without modification of the Airframe or the engine, whether or not the other installed Engine is also such an improved or advanced version), (2) is in the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and utility as the replaced Engine, (3) has attached to it a current “serviceable tag” issued by the Engine Manufacturer or an approved vendor indicating that the engine is new, serviceable or overhauled (and Lessee shall retain all such tags), and (4) shall be accompanied by documentation establishing traceability “back-to-birth” for all installed LLPs; (ii) in the case of a part, it (1) is in as good operating condition, (2) has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model model, and is of the same interchangeable modification status as the replaced Part, (3) has attached to it a current “serviceable tag” issued by the manufacturer or approved vendor indicating that the part is new, serviceable or overhauled (and Lessee shall retain all such tags), and (4) shall be accompanied by documentation establishing traceability “back-to-birth”; (iii) in the case of a part, it has become and remains the property of Owner Lessor free from Security Interests and on installation on the Aircraft will will, without further act act, be subject to this Agreement, in which case title to the removed part shall automatically become vested in Lessee without further action or warranty on the part of Lessor except that such Part shall be free of Lessor Liens; and (iv) in each case, Lessee has full details as to its source and maintenance records;. (b) if If no Default has occurred which and is continuing, Lessee will be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause 8.13 Section 8.13(a), but (ain the case of an engine) if:-subject to Section 18.13(e), if: (i) there is not available to Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, Aircraft a replacement engine or, as the case may be, or part complying with the requirements of Clause Section 8.13(a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or or the business of Lessee to ground the Aircraft until an engine or part, as the case may be, part complying with Clause 8.13 (aSection 8.13(a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the earlier of (1) 60 days after such installation and (2) the Expiry Date, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or partpart complying with Section 8.13(a). (c) If no Default has occurred which is continuing, Lessee will be entitled to install Lessee Installed Parts on the Airframe by way of replacement notwithstanding Section 8.13(a)(iii) so long as: (i) the terms of any lease, conditional sale agreement or security agreement, as the case may be, covering such Lessee Installed Part will not have the effect of prejudicing the title and interest of Lessor in and to the Aircraft (including its Engines and Parts); (ii) the secured party, lessor or conditional vendor, as the case may be, of such Lessee Installed Part has confirmed and acknowledged in writing (which confirmation and acknowledgment may be contained in the lease, conditional sale agreement or security agreement covering such Lessee Installed Part) to Lessor that it will recognize the respective rights, title and interest of Lessor in and to the Aircraft (including its Engines and Parts) and that it will not seek to exercise any rights whatever in relation thereto; and (iii) before the Expiry Date Lessee removes any such Lessee Installed Part and replaces it with the Part replaced by it or by another part, in either case complying with Clause Section 8.13(a). (d) Lessor agrees, for the benefit of any mortgagee or holder of any other Security Interest in any engine (other than an Engine) owned by any lessor of any engine (other than an Engine) and any conditional vendor of any engine (other than an Engine) purchased by the Lessee subject to a conditional sale agreement or any other security agreement, that Lessor shall not claim any title to or interest in any such engine as the result of such engine being installed on the Airframe. (e) Lessee agrees with Lessor and accepts that the rights of Lessee to install an engine on the Aircraft pursuant to Section 8.13(a) or Section 8.13(b) are subject to any such installation’s being subject to Lessor’s rights to take possession of the Aircraft under Section 13.2(c)(i) and/or to require Lessee to redeliver the Aircraft under Section 13.2(c)(ii) with such engine installed as if such engine were an Engine, provided that Lessor shall not assert any ownership right in respect of such installed engine pursuant to this Section 8.13(e). Lessee hereby represents, warrants and undertakes to Lessor that Lessee has full authority to agree to the provisions of this Section 8.13(e) in respect of any engine installed by it on the Aircraft pursuant to Section 8.13(a) or Section 8.13(b).

Installation of Engines and Parts. Lessee will:- (a) The Lessee will ensure that, except as permitted by this Agreement, no engine or part is installed on the Aircraft unless:-unless: (i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replacesreplaces (provided, in the case of an improved or advanced version, it can be installed and operated on the Airframe without modification of the Airframe or the engine, whether or not the other installed Engine is also such an improved or advanced version), which has attached to it a current "serviceable tag" issued by the manufacturer or supplier indicating that the engine is in new, serviceable or overhauled, and the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and utility as the replaced EngineLessee shall retain all such tags; (ii) in the case of a part, it is in as good operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of the same interchangeable modification status as the replaced PartPart and has attached to it a current "serviceable tag" issued by the manufacturer or supplier indicating that the part is new, serviceable or overhauled, and the Lessee shall retain all such tags; (iii) in the case of a part, it has become and remains the property of Owner the Lessor free from Security Interests and on installation on the Aircraft will will, without further act act, be subject to this AgreementAgreement and to the security interest created by the Mortgage, in which case title to the removed part shall automatically become vested in Lessee without farther action or warranty on the part of Lessor except that such Part shall be free of Lessor Liens; and (iv) in each case, the Lessee has full details as to its source and maintenance records;. (b) if If no Default has occurred which is continuing, the Lessee will be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause 8.13 (a8.13(a) if:-if: (i) there is not available to the Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, Aircraft a replacement engine or, as the case may be, or part complying with the requirements of Clause 8.13(a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or or the business of the Lessee to ground the Aircraft until an engine or part, as the case may be, part complying with Clause 8.13 (a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same any such engine or part on the Aircraft but, in any event, no later than the earlier of (1) 90 days after installation of such an engine or 45 days after installation of such a part, and (2) the Expiry Date, the Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it previously removed or by an engine or partpart complying with Clause 8.13(a). (c) If no Default has occurred which is continuing, the Lessee will be entitled to install Lessee Installed Parts on the Airframe notwithstanding Clause 8.13(a)(iii) so long as: (i) the terms of any lease, conditional sale agreement or security agreement, as the case may be, covering such Lessee Installed Part will not have the effect of prejudicing the title and interest of the Lessor in and to the Aircraft (including its Engines and Parts) or the interest of the Lender in respect thereof under the Mortgage; (ii) the secured party, lessor or conditional vendor, as the case may be, of such Lessee Installed Part has confirmed and acknowledged in writing (which such -45- confirmation and acknowledgment may be contained in the lease, conditional sale agreement or security agreement) to the Lessor and the Lender, in form and substance satisfactory to the Lessor, that it will recognize the respective rights, title and interest of the Lessor and the Lender in and to the Aircraft (including its Engines and Parts) and that it will not seek to exercise any rights whatever in relation thereto; and (iii) before the Expiry Date the Lessee removes any such Lessee Installed Part and replaces it with the Part replaced by it or by another part, in either case complying with Clause 8.13(a). (d) The Lessor agrees, for the benefit of the Lessee and any mortgagee or holder of anyother Security Interest in any engine (other than an Engine) or Lessee Installed Part owned by the Lessee, any lessor of any engine (other than an Engine leased to the Lessee) or Lessee Installed Part and any conditional vendor of any engine (other than an Engine purchased by the Lessee subject to a conditional sale agreement or any other security agreement) or Lessee Installed Part, that no right, title to or interest in any such engine or Lessee Installed Part shall be exercised or asserted by the Lessor and the Lessor acknowledges and confirms that it will not acquire any right, title or interest to or in any such engine or Lessee Installed Part as a result of its installation on the Airframe.

Installation of Engines and Parts. Lessee will:- (a) The Lessee will ensure that, except as permitted by this Agreement, no engine or part is installed on the Aircraft unless:-unless: (i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replacesreplaces (provided, in the case of an improved or advanced version, it can be installed and operated on the Airframe without modification of the Airframe or the engine, whether or not the other installed Engine is also such an improved or advanced version), which has attached to it a current "serviceable tag" issued by the manufacturer or supplier indicating that the engine is in new, serviceable or overhauled, and the same or better operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and utility as the replaced EngineLessee shall retain all such tags; (ii) in the case of a part, it is in as good operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of the same interchangeable modification status as the replaced PartPart and has attached to it a current "serviceable tag" issued by the manufacturer or supplier indicating that the part is new, serviceable or overhauled, and the Lessee shall retain all such tags; (iii) in the case of a part, it has become and remains the property of Owner the Lessor free from Security Interests and on installation on the Aircraft will will, without further act act, be subject to this AgreementAgreement and to the security interest created by the Mortgage, in which case title to the removed part shall automatically become vested in Lessee without further action or warranty on the part of Lessor except that such Part shall be free of Lessor Liens; and (iv) in each case, the Lessee has full details as to its source and maintenance records;. (b) if If no Default has occurred which is continuing, the Lessee will be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause 8.13 (a8.13(a) if:-if. (i) there is not available to the Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, Aircraft a replacement engine or, as the case may be, or part complying with the requirements of Clause 8.13(a8.13 (a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or or the business of the Lessee to ground the Aircraft until an engine or part, as the case may be, part complying with Clause 8.13 (a8.13(a) becomes available for installation on the Aircraft; andand -45- (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the earlier of (1) 60 days after such installation and (2) the Expiry Date, the Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or partpart complying with Clause 8.13(a). (c) If no Default has occurred which is continuing, the Lessee will be entitled to install Lessee Installed Parts on the Airframe by way of replacement notwithstanding Clause 8.13(a)(iii) so long as: (i) the terms of any lease, conditional sale agreement or security agreement, as the case may be, covering such Lessee Installed Part will not have the effect of prejudicing the title and interest of the Lessor in and to the Aircraft (including its Engines and Parts) or the interest of the Lender in respect thereof under the Mortgage; (ii) the secured party, lessor or conditional vendor, as the case may be, of such Lessee Installed Part has confirmed and acknowledged in writing (which such confirmation and acknowledgment may be contained in the lease, conditional sale agreement or security agreement) to the Lessor and the Lender, in form and substance satisfactory to the Lessor, that it will recognize the respective rights, title and interest of the Lessor and the Lender in and to the Aircraft (including its Engines and Parts) and that it will not seek to exercise any rights whatever in relation thereto; and (iii) before the Expiry Date the Lessee removes any such Lessee Installed Part and replaces it with the Part replaced by it or by another part, in either case complying with Clause 8.13(a). (d) The Lessor agrees, for the benefit of the Lessee and any mortgagee or holder of any other Security Interest in any engine (other than an Engine) or Lessee Installed Part owned by the Lessee, any lessor of any engine (other than an Engine leased to the Lessee) or Lessee Installed Part and any conditional vendor of any engine (other than an Engine purchased by the Lessee subject to a conditional sale agreement or any other security agreement) or Lessee Installed Part, that no right, title to or interest in any such engine or Lessee Installed Part shall be exercised or asserted by the Lessor and the Lessor acknowledges and confirms that it will not acquire any right, title or interest to or in any such engine or Lessee Installed Part as a result of its installation on the Airframe.

Installation of Engines and Parts. Lessee will:-will: (a) ensure Ensure that, except as permitted by this Agreement, no engine or part is installed on the Aircraft unless:-unless: (i) in the case of an engine, it is an engine of the same model as, or an improved or advanced version of the Engine it replaces, which has a value and utility (based on but not limited to all life limited engine components and time since the last Hot Section Refurbishment) and is in the same as good or better operating condition, condition and has substantially similar or greater hours available until the next scheduled checks, inspections, overhauls and shop visits and has the same or greater value and utility visits, as the replaced Enginedetermined by Lessor in its reasonable judgment; (ii) in the case of a part, it is in as good operating condition, has substantially similar hours available until the next scheduled checks, inspections, overhauls and shop visits, is of the same or a more advanced make and model and is of the same interchangeable modification status as the replaced Part; (iii) in the case of a parteach case, it has become and remains the property of Owner Lessor free from Security Interests Liens and on installation on the Aircraft will without further act be subject to this Agreement; and; (iv) in each case, Lessee has full sufficient details as to its source and maintenance recordsrecords to assure compliance with all applicable Air Authority requirements; (b) if If no Default has occurred which is continuing, be entitled to install any engine or part on the Aircraft by way of replacement notwithstanding Clause Section 8.13 (a) if:-if: (i) there is not available to Lessee at the time and in the place that that engine or part is required to be installed on the Aircraft, a replacement engine or, as the case may be, part complying with the requirements of Clause Section 8.13(a); (ii) it would result in an unreasonable disruption of the operation of the Aircraft and/or the business of Lessee to ground the Aircraft until an engine or part, as the case may be, complying with Clause Section 8.13 (a) becomes available for installation on the Aircraft; and (iii) as soon as practicable after installation of the same on the Aircraft but, in any event, no later than the Expiry earlier of thirty (30) days after [A] installation on the Aircraft or [B] the Expiration Date, Lessee removes any such engine or part and replaces it with the Engine or Part replaced by it or by an engine or part, as the case may be, complying with Clause Section 8.13(a).