Common use of INSTALLATION OF ENGINES ON OTHER AIRCRAFT Clause in Contracts

INSTALLATION OF ENGINES ON OTHER AIRCRAFT. Any Engine removed from the Aircraft may be installed on another aircraft in LESSEE’s fleet which utilizes engines of the same type as the Engine only if one of the situations described in this Article 12.8 exists: 12.8.1 LESSEE or LESSOR has title to such other aircraft free and clear of all Security Interests (except Permitted Liens). 12.8.2 LESSEE, LESSOR and all of the Creditors of LESSEE of such aircraft enter into an engines cooperation agreement in form and substance acceptable to LESSOR in which each party agrees to recognize one another’s rights in the engines. LESSEE will reimburse LESSOR and LESSOR’s Lender for their reasonable attorneys’ fees and costs in negotiating and finalizing engine cooperation agreement arrangements with LESSEE and its Creditors. 12.8.3 Such other aircraft is subject to a Creditor Agreement (but no other Security Interests except Permitted Liens) which by its terms expressly or effectively states that such Creditor and its successors and assigns will not acquire any right, title or interest in any Engine by reason of such Engine being installed on such aircraft. LESSEE hereby agrees that if LESSOR’s title to an Engine is in fact impaired under any such Creditor Agreement, such impairment will be a Total Loss of such Engine and the provisions of Article 19.5 will apply. To the extent another Creditor Agreement contains such provisions, then LESSOR hereby agrees for the benefit of the Creditor of such Creditor Agreement that neither LESSOR nor its successors or assigns will acquire or claim any right, title or interest in any engine in which LESSEE or another Creditor has an interest as a result of such engine being installed on the Airframe.

INSTALLATION OF ENGINES ON OTHER AIRCRAFT. Any Engine removed from the Aircraft may be installed on another aircraft in LESSEE’s fleet which utilizes engines of the same type as the Engine only if one of the situations described in this Article 12.8 exists: 12.8.1 LESSEE or LESSOR has title to such other aircraft free and clear of all Security Interests (except Permitted Liens). 12.8.2 LESSEE, LESSOR and all of the Creditors of LESSEE of such aircraft enter into an engines cooperation agreement in form and substance acceptable to LESSOR in which each party agrees to recognize one another’s rights in the engines. LESSEE will reimburse LESSOR and LESSOR’s Lender for their reasonable attorneys’ fees and costs in negotiating and finalizing engine cooperation agreement arrangements with LESSEE and its Creditors. 12.8.3 Such other aircraft is subject to a Creditor Agreement (but no other Security Interests except Permitted Liens) which by its terms expressly or effectively states that such Creditor and its successors and assigns will not acquire any right, title or interest in any Engine by reason of such Engine being installed on such aircraftaircraft provided the owner of such Engine provides reciprocal title recognition provisions. To evidence the foregoing, at or before Delivery, LESSEE will provide LESSOR with an officer’s certificate as to this matter (and, officer’s certificate will be provided during the Lease Term with respect to other Creditor Agreements regarding aircraft entering LESSEE’s operating fleet subsequent to Delivery). LESSEE hereby agrees that if LESSOR’s title to an Engine is in fact impaired under any such Creditor Agreement, such impairment will be a Total Loss of such Engine and the provisions of Article 19.5 will apply. To the extent another Creditor Agreement contains such provisions, then LESSOR hereby agrees for the benefit of the Creditor of such Creditor Agreement that neither LESSOR nor its successors or assigns will acquire or claim any right, title or interest in any engine in which LESSEE or another Creditor has an interest as a result of such engine being installed on the Airframe.

INSTALLATION OF ENGINES ON OTHER AIRCRAFT. Any Engine removed from the Aircraft may be installed on another aircraft in LESSEELessee’s fleet which utilizes engines of the same type as the Engine only if provided that one of the situations described in this Article 12.8 11.6 exists: 12.8.1 LESSEE 11.6.1 Lessee or LESSOR Lessor has title to such other aircraft free and clear of all Security Interests (except Permitted Liens). 12.8.2 LESSEE, LESSOR and all 11.6.2 All of the Creditors of LESSEE Lessee of such aircraft enter into an engines cooperation cooperation, recognition of rights or similar agreement with Lessor, in form and substance acceptable to LESSOR in which each party agrees Lessor, acting reasonably to recognize one another’s rights in the engines. LESSEE Lessee will reimburse LESSOR Lessor for its costs and LESSOR’s Lender for their expenses (including reasonable attorneys’ fees and costs legal fees) in negotiating and finalizing engine cooperation any such agreement arrangements with LESSEE Lessee and its Creditors. 12.8.3 11.6.3 Such other aircraft is subject to a Creditor Agreement (but no other Security Interests except Permitted Liens) which by its terms expressly or effectively states that such Creditor and its successors and assigns will not acquire any right, title or interest in any Engine by reason of such Engine being installed on such aircraftaircraft (such agreement may be subject to reciprocal agreements by Lessor). LESSEE Lessee hereby agrees that if LESSORLessor’s title to an Engine is in fact impaired divested under any such Creditor Agreement, such impairment will be a Total Loss of such Engine and the provisions of Article 19.5 17.5 will apply. To the extent another Creditor Agreement contains such provisions, then LESSOR Lessor hereby agrees for the benefit of the Creditor of such Creditor Agreement that neither LESSOR Lessor nor its successors or assigns nor any person lawfully claiming by or through Lessor will acquire or claim any right, title or interest in any engine in which LESSEE Lessee or another Creditor has an interest as a result of such engine being installed on the AirframeAirframe nor any right, title or interest in any aircraft on which an Engine may be installed.

INSTALLATION OF ENGINES ON OTHER AIRCRAFT. Any Engine removed from the Aircraft may be installed on another aircraft in LESSEELessee’s fleet which utilizes engines of the same type as the Engine only if provided that one of the situations described in this Article 12.8 11.6 exists: 12.8.1 LESSEE 11.6.1 Lessee or LESSOR Lessor has title to such other aircraft free and clear of all Security Interests (except Permitted Liens). 12.8.2 LESSEE, LESSOR and all 11.6.2 All of the Creditors of LESSEE Lessee of such aircraft enter into an engines cooperation cooperation, recognítion of rights or similar agreement with Lessor, in form and substance acceptable to LESSOR in which each party agrees Lessor, acting reasonably to recognize one another’s rights in the engines. LESSEE Lessee will reimburse LESSOR Lessor for its costs and LESSOR’s Lender for their expenses (including reasonable attorneys’ fees and costs legal fees) in negotiating and finalizing engine cooperation any such agreement arrangements with LESSEE Lessee and its Creditors. 12.8.3 11.6.3 Such other aircraft is subject to a Creditor Agreement (but no other Security Interests except Permitted Liens) which by its terms expressly or effectively states that such Creditor and its successors and assigns will not acquire any right, title or interest in any Engine by reason of such Engine being installed on such aircraftaircraft (such agreement may be subject to reciprocal agreements by Lessor). LESSEE Lessee hereby agrees that if LESSORLessor’s title to an Engine is in fact impaired divested under any such Creditor Agreement, such impairment will be a Total Loss of such Engine and the provisions of Article 19.5 17.5 will apply. To the extent another Creditor Agreement contains such provisions, then LESSOR Lessor hereby agrees for the benefit of the Creditor of such Creditor Agreement that neither LESSOR Lessor nor its successors or assigns nor any person lawfully claiming by or through Lessor will acquire or claim any right, title or interest in any engine in which LESSEE Lessee or another Creditor has an interest as a result of such engine being installed on the AirframeAirframe nor any right, title or interest in any aircraft on which an Engine may be installed.

INSTALLATION OF ENGINES ON OTHER AIRCRAFT. Any Engine removed from the Aircraft may be installed on another aircraft in LESSEE’s 's fleet which utilizes engines of the same type as the Engine only if one of the situations described in this Article 12.8 12.6 exists: 12.8.1 12.6.1 LESSEE or LESSOR has title to such other aircraft free and clear of all Security Interests (except Permitted Liens). 12.8.2 12.6.2 LESSEE, LESSOR and all of the Creditors of LESSEE of such aircraft enter into an engines cooperation agreement in form and substance reasonably acceptable to LESSOR in which each party agrees to recognize one another’s 's rights in the engines. LESSEE will reimburse LESSOR and LESSOR’s 's Lender for their reasonable attorneys’ ' fees and costs in negotiating and finalizing engine cooperation agreement arrangements with LESSEE and its Creditors. 12.8.3 12.6.3 Such other aircraft is subject to a Creditor Agreement (but no other Security Interests except Permitted Liens) which by its terms expressly or effectively states that such Creditor and its successors and assigns will not acquire any right, title or interest in any Engine by reason of such Engine being installed on such aircraft. LESSEE hereby agrees that if LESSOR’s 's title to an Engine is in fact impaired under any such Creditor Agreement, such impairment will be deemed to be a Total Loss of such Engine and the provisions of Article 19.5 will apply. To the extent another Creditor Agreement contains such provisions, then LESSOR hereby agrees for the benefit of the Creditor of such Creditor Agreement that neither LESSOR nor its successors or assigns will acquire or claim any right, title or interest in any engine in which LESSEE or another Creditor has an interest as a result of such engine being installed on the Airframe.Article

INSTALLATION OF ENGINES ON OTHER AIRCRAFT. Any Engine removed from the Aircraft may be installed on another aircraft in LESSEE’s fleet which utilizes engines of the same type as the Engine only if one of the situations described in this Article 12.8 12.6 exists: 12.8.1 12.6.1 LESSEE or LESSOR has title to such other aircraft free and clear of all Security Interests (except Permitted Liens). 12.8.2 12.6.2 LESSEE, LESSOR and all of the Creditors of LESSEE of such aircraft enter into an engines cooperation agreement in form and substance reasonably acceptable to LESSOR in which each party agrees to recognize one another’s rights in the engines. LESSEE will reimburse LESSOR and LESSOR’s Lender for their reasonable attorneys’ fees and costs in negotiating and finalizing engine cooperation agreement arrangements with LESSEE and its Creditors. 12.8.3 12.6.3 Such other aircraft is subject to a Creditor Agreement (but no other Security Interests except Permitted Liens) which by its terms expressly or effectively states that such Creditor and its successors and assigns will not acquire any right, title or interest in any Engine by reason of such Engine being installed on such aircraft. LESSEE hereby agrees that if LESSOR’s title to an Engine is in fact impaired under any such Creditor Agreement, such impairment will be deemed to be a Total Loss of such Engine and the provisions of Article 19.5 will applyapply unless, no later than thirty (30) days after the impairment arose, (a) the impairment has ceased to exist or (b) LESSEE has provided LESSOR with a bond, bank guarantee, or other form of protection acceptable to LESSOR in its sole discretion. To the extent another Creditor Agreement contains such provisions, then LESSOR hereby agrees for the benefit of the Creditor of such Creditor Agreement that neither LESSOR nor its successors or assigns will acquire or claim any right, title or interest in any engine in which LESSEE or another Creditor has an interest as a result of such engine being installed on the Airframe.

INSTALLATION OF ENGINES ON OTHER AIRCRAFT. Any Engine removed from the Aircraft may be installed on another aircraft in LESSEE’s 's fleet which utilizes engines of the same type as the Engine only if one of the situations described in this Article 12.8 exists: 12.8.1 LESSEE or LESSOR has title to such other aircraft free and clear of all Security Interests (except Permitted Liens). 12.8.2 LESSEE, LESSOR and all of the Creditors of LESSEE of such aircraft enter into an engines cooperation agreement in form and substance acceptable to LESSOR in which each party agrees to recognize one another’s 's rights in the engines. LESSEE will reimburse LESSOR and LESSOR’s 's Lender for their reasonable attorneys’ ' fees and costs in negotiating and finalizing engine cooperation agreement arrangements with LESSEE and its Creditors. 12.8.3 Such other aircraft is subject to a Creditor Agreement (but no other Security Interests except Permitted Liens) which by its terms expressly or effectively states that such Creditor and its successors and assigns will not acquire any right, title or interest in any Engine by reason of such Engine being installed on such aircraftaircraft provided the owner of such Engine provides reciprocal title recognition provisions. To evidence the foregoing, at or before Delivery, LESSEE will provide LESSOR with an officer's certificate as to this matter (and officer's certificate will be provided during the Lease Term with respect to other Creditor Agreements regarding aircraft entering LESSEE's operating fleet subsequent to Delivery). LESSEE hereby agrees that if LESSOR’s 's title to an Engine is in fact impaired under any such Creditor Agreement, such impairment will be a Total Loss of such Engine and the provisions of Article 19.5 will apply. To the extent another Creditor Agreement contains such provisions, then LESSOR hereby agrees for the benefit of the Creditor of such Creditor Agreement that neither LESSOR nor its successors or assigns will acquire or claim any right, title or interest in any engine in which LESSEE or another Creditor has an interest as a result of such engine being installed on the Airframe.Article

INSTALLATION OF ENGINES ON OTHER AIRCRAFT. Any Engine removed from the Aircraft may be installed on another aircraft in LESSEE’s 's fleet which utilizes engines of the same type as the Engine only if one of the situations described in this Article 12.8 12.5 exists: 12.8.1 12.5.1 LESSEE or LESSOR has title to such other aircraft free and clear of all Security Interests (except Permitted Liens). 12.8.2 12.5.2 LESSEE, LESSOR and all of the Creditors of LESSEE of such aircraft enter into an engines cooperation agreement in form and substance acceptable to LESSOR in which each party agrees to recognize one another’s the other parties' rights in the engines. LESSEE will reimburse LESSOR and LESSOR’s its Lender for their reasonable attorneys’ ' fees and costs in negotiating and finalizing the engine cooperation agreement arrangements agreements with LESSEE and its Creditors. 12.8.3 12.5.3 Such other aircraft is subject to a Creditor Agreement (but no other Security Interests except Permitted Liens) which by its terms expressly or effectively states that such Creditor and its successors and assigns will not acquire any right, title or interest in any Engine by reason of such Engine being installed on such aircraft. To evidence the foregoing, at or before Delivery, LESSEE will provide LESSOR with an officer's certificate as to this matter (and such an officer's certificate will be provided annually during the Lease Term in accordance with Article 22 with respect to other Creditor Agreements regarding aircraft entering LESSEE's operating fleet subsequent to Delivery). LESSEE hereby agrees that if LESSOR’s 's title to an Engine is in fact impaired under any such Creditor Agreement, such impairment will be a Total Loss of such Engine and the provisions of Article 19.5 will apply. To the extent another Creditor Agreement contains such provisions, then LESSOR hereby agrees for the benefit of the Creditor of such Creditor Agreement that neither LESSOR nor its successors or assigns will acquire or claim any right, title or interest in any engine in which LESSEE or another Creditor has an interest as a result of such engine being installed on the Airframe.Article

INSTALLATION OF ENGINES ON OTHER AIRCRAFT. Any Engine removed from the Aircraft may be installed on another aircraft in LESSEE’s 's fleet which utilizes engines of the same type as the Engine only if one of the situations described in this Article 12.8 11.6 exists: 12.8.1 11.6.1 LESSEE or LESSOR has title to such other aircraft free and clear of all Security Interests (except Permitted Liens). 12.8.2 11.6.2 LESSEE, LESSOR and all of the Creditors of LESSEE of such aircraft enter into an engines cooperation agreement in form and substance [Redacted] acceptable to LESSOR in which each party agrees to recognize one another’s 's rights in the engines. LESSEE will reimburse LESSOR and LESSOR’s 's Lender for their reasonable attorneys’ ' fees and costs in negotiating and finalizing engine cooperation agreement arrangements with LESSEE and its Creditors. 12.8.3 11.6.3 Such other aircraft is subject to a Creditor Agreement (but no other Security Interests except Permitted Liens) which by its terms expressly or effectively states that such Creditor and its successors and assigns will not acquire any right, title or interest in any Engine by reason of such Engine being installed on such aircraft. To evidence the foregoing, at or before Delivery, LESSEE will provide LESSOR with an opinion of counsel and officer's certificate as to this matter (and such an opinion of counsel and officer's certificate will be provided during the Lease Term with respect to other Creditor Agreements regarding aircraft entering LESSEE's operating fleet subsequent to Delivery). LESSEE hereby agrees that if LESSOR’s 's title to an Engine is in fact impaired under any such Creditor Agreement, [Redacted] such impairment will be a Total Loss of such Engine and the provisions of Article 19.5 18.5 will apply. To the extent another Creditor Agreement contains such provisions, then LESSOR hereby agrees for the benefit of the Creditor of such Creditor Agreement that neither LESSOR nor its successors or assigns will acquire or claim any right, title or interest in any engine in which LESSEE or another Creditor has an interest as a result of such engine being installed on the Airframe.

INSTALLATION OF ENGINES ON OTHER AIRCRAFT. Any Engine removed from the Aircraft may be installed on another aircraft in LESSEE’s 's fleet which utilizes engines of the same type as the Engine only if one of the situations described in this Article 12.8 12.6 exists: 12.8.1 13.6.1 LESSEE or LESSOR has title to such other aircraft free and clear of all Security Interests (except Permitted Liens). 12.8.2 13.6.2 LESSEE, LESSOR and all of the Creditors of LESSEE of such aircraft enter into an engines cooperation agreement in form and substance reasonably acceptable to LESSOR in which each party agrees to recognize one another’s 's rights in the engines. LESSEE will reimburse LESSOR and LESSOR’s 's Lender for their reasonable attorneys’ ' fees and costs in negotiating and finalizing engine cooperation agreement arrangements with LESSEE and its Creditors. 12.8.3 13.6.3 Such other aircraft is subject to a Creditor Agreement (but no other Security Interests except Permitted Liens) which by its terms expressly or effectively states that such Creditor and its successors and assigns will not acquire any right, title or interest in any Engine by reason of such Engine being installed on such aircraft. LESSEE hereby agrees that if LESSOR’s 's title to an Engine is in fact impaired under any such Creditor Agreement, such impairment will be deemed to be a Total Loss of such Engine and the provisions of Article 19.5 will applyapply unless, no later than thirty (30) days after the impairment arose, (a) the impairment has ceased to exist or (b) LESSEE has provided LESSOR with a bond, bank guarantee, or other form of protection acceptable to LESSOR in its sole discretion. To the extent another Creditor Agreement contains such provisions, then LESSOR hereby agrees for the benefit of the Creditor of such Creditor Agreement that neither LESSOR nor its successors or assigns will acquire or claim any right, title or interest in any engine in which LESSEE or another Creditor has an interest as a result of such engine being installed on the Airframe.

INSTALLATION OF ENGINES ON OTHER AIRCRAFT. Any Engine removed from the Aircraft may be installed on another aircraft in LESSEE’s fleet which utilizes engines of the same type as the Engine only if one of the situations described in this Article 12.8 exists: 12.8.1 12.21.1 LESSEE or LESSOR has title to such other aircraft free and clear of all Security Interests (except Permitted Liens). 12.8.2 12.21.2 LESSEE, LESSOR and all of the Creditors of LESSEE of such aircraft enter into an engines cooperation cooperation, recognition of rights or similar agreement in form and substance acceptable to LESSOR acting reasonably in which each party agrees to recognize one another’s rights in the engines. LESSEE will reimburse LESSOR and LESSOR’s Lender for their reasonable attorneys’ fees and reasonable documented costs in negotiating and finalizing engine cooperation agreement arrangements with LESSEE and its Creditors. 12.8.3 12.21.3 Such other aircraft is subject to a Creditor Agreement (but no other Security Interests except Permitted Liens) which by its terms expressly or effectively states that such Creditor and its successors and assigns will not acquire any right, title or interest in any Engine by reason of such Engine being installed on such aircraft. LESSEE hereby agrees that if LESSOR’s title to an Engine is in fact impaired under any such Creditor Agreement, such impairment will be a Total Loss of such Engine and the provisions of Article 19.5 will apply. To the extent another Creditor Agreement contains such provisions, then LESSOR hereby agrees for the benefit of the Creditor of such Creditor Agreement that neither LESSOR nor its successors or assigns will acquire or claim any right, title or interest in any engine in which LESSEE or another Creditor has an interest as a result of such engine being installed on the Airframe.the