Common use of No Relinquishment of Possession Clause in Contracts

No Relinquishment of Possession. Sublessee shall not sub-lease or otherwise deliver, transfer or relinquish possession of the Airframe or any Engine or install any Engine or permit any Engine to be installed, on any airframe other than the Airframe, provided that, (i) so long as no Default shall have occurred and be continuing, (ii) Sublessee continues to be fully responsible to Sublessor for all its obligations hereunder and (iii) Sublessee in advance, obtains written acknowledgment(s) of Lender's Security Interest in the Airframe and/or any Engines from any person who will be in possession of the Airframe and/or any Engine in the form and substance requested by Sublessor, Sublessee may: 13.1.1 subject any Engine to normal interchange or pooling agreements or arrangements in each case customary in the airline industry and entered into by Sublessee in the ordinary course of its business with a commercial air operator which is approved by Sublessor in writing and on terms and conditions that Sublessor has approved (such approval not to be unreasonably withheld) (any such commercial air operator being hereinafter called a Permitted Air Carrier) provided that the terms of this Agreement shall be observed and if either: (i) Owner Trustee's title to the Engine shall be divested under the terms of any such agreement or arrangement, or (ii) any Permitted Air Carrier shall have possession of any such Engine under any such agreement or arrangement for more than ninety (90) days, Sublessee shall forthwith substitute, or procure the substitution of, a Replacement Engine therefor in accordance with and which satisfies the conditions of Clause 16.6; 13.1.2 deliver possession of the Airframe or any Engine to the manufacturer thereof for testing or other similar purposes or to any organisation for service, repair, maintenance or Overhaul work on the Airframe or such Engine or any part thereof or for alterations or modifications in or additions to the Airframe or such Engine to the extent required or permitted by the terms of Clauses 16.4 and 16.5; 13.1.3 install an Engine on an airframe owned by Sublessee and operated by and under the operating control of flight crew engaged by Sublessee which is free and clear of all Security Interests, except (i) Permitted Liens, (ii) Security Interests that apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe but not to the airframe as an entirety and (iii) the rights of Permitted Air Carriers under normal interchange agreements which are customary in the airline industry and do not contemplate, permit or require the transfer of title to the airframe or engines installed thereon; 13.1.4 install an Engine on an airframe operated by Sublessee that is owned by or leased or subleased to Sublessee and/or subject to any security agreement, provided that (i) such airframe is free and clear of all Security Interests except the rights of the parties to any security agreement covering such airframe and except Permitted Liens and any Security Interests or rights of the type permitted by sub-paragraphs (ii) and (iii) of Clause 13.1.3 and (ii) Sublessee shall have obtained from the sub-sublessor or secured party, as relevant, of such airframe a written agreement, which may be in the sublease agreement or security agreement in respect of such airframe, in form and substance satisfactory to Sublessor (it being understood that an agreement from such sub-sublessor or secured party to substantially the same effect as the agreement of Sublessor set forth in the final sentence of Clause 13.4 shall be deemed to be satisfactory to Sublessor), whereby such Sublessor or secured party expressly agrees that neither it nor its successors or assignees will acquire or claim any right, title or interest in any Engine by reason of such Engine being installed on such airframe at any time while such Engine is subject to this Agreement; 13.1.5 install an Engine on an airframe owned by Sublessee, leased or subleased to Sublessee, or purchased by Sublessee, subject to any security agreement under circumstances where neither Clause 13.1.1 nor 13.1.2 can be fulfilled in the circumstances, provided that it would otherwise have resulted in an unreasonable disruption of the operation of the Aircraft or the business of the Sublessee and in such event Sublessee shall, as promptly as possible and in any event within fifteen (15) days substitute a Replacement Engine therefor in accordance with Clause 16.6 and which satisfies the conditions specified in Clause 16.6; 13.1.6 sublease the Aircraft or Airframe to any person provided that the Aircraft or Airframe is operated by, and remains throughout the term of such sublease under the operational control of, flight crew engaged by Sublessee, and provided further that: (i) no Default has occurred and is continuing; (ii) any such sublease will not result in any change in the State of Registration; (iii) the length of any such sublease does not extend beyond the Expiry Date; (iv) the relevant sub-sublessee shall acknowledge that its rights are subordinate to Sublessor's rights under this Agreement and the rights of Lender under any finance document or security document entered into between Owner Trustee or Sublessor in relation to the Aircraft; 13.1.7 sublease the Aircraft or Airframe to any wholly-owned subsidiary of Sublessee on terms that the Aircraft or Airframe is not operated by, and does not remain under the operational control of, flight crew engaged by Sublessee provided that the following conditions are satisfied in relation to any such sublease hereunder: (i) no Default has occurred and is continuing; (ii) the proposed sub-sublessee and the proposed form of the sublease is approved by Sublessor and Lender in writing, which approval will not be unreasonably withheld or delayed provided all the following conditions set out in this Clause 13.1.7 are satisfied; (iii) the sublease shall terminate on or before termination of this Agreement and the terms and conditions of the sublease are not inconsistent with those contained in this Agreement or any finance or security document entered into between Sublessor and/or Owner Trustee and/or Lender and the sub-sublessee shall acknowledge that its rights are subordinate to Owner Trustee's, Sublessor's and Lender's rights under this Agreement (provided that the sublease shall not permit further subleasing); (iv) the Insurances are in full force and effect in accordance with the terms of this Agreement and, if the sub-sublessee is to maintain such insurances during the term of such sublease, it shall have furnished to Sublessor all such documents, evidence and information relating to such insurances which Sublessee is required to furnish or cause to be provided to Sublessor under this Agreement; (v) if the Aviation Authority for the duration of the sublease is to be other than the FAA, Sublessor and Lender approves the change of registration and Sublessor receives (x) an opinion of counsel in the State of Registration in form and substance reasonably satisfactory to Sublessor and the Lender which opinion must, at least, address the satisfactory recognition of Owner Trustee's ownership of, and Lender's Security Interest in the Aircraft and (y) evidence that all actions recommended in such opinion have been or will be duly taken.

No Relinquishment of Possession. Sublessee shall not sub-lease or otherwise deliver, transfer or relinquish possession of the Airframe or any Engine or install any Engine or permit any Engine to be installed, on any airframe other than the Airframe, provided that, (i) so long as no Default shall have occurred and be continuing, (ii) Sublessee continues to be fully responsible to Sublessor for all its obligations hereunder and (iii) Sublessee in advance, obtains written acknowledgment(s) of Lender's Security Interest in the Airframe and/or any Engines from any person who will be in possession of the Airframe and/or any Engine in the form and substance requested by Sublessor, Sublessee may: 13.1.1 subject any Engine to normal interchange or pooling agreements or arrangements in each case customary in the airline industry and entered into by Sublessee in the ordinary course of its business with a commercial air operator which is approved by Sublessor in writing and on terms and conditions that Sublessor has approved (such approval not to be unreasonably withheld) (any such commercial air operator being hereinafter called a Permitted Air Carrier) provided that the terms of this Agreement shall be observed and if either: (i) Owner Trustee's title to the Engine shall be divested under the terms of any such agreement or arrangement, or (ii) any Permitted Air Carrier shall have possession of any such Engine under any such agreement or arrangement for more than ninety (90) days, Sublessee shall forthwith substitute, or procure the substitution of, a Replacement Engine therefor in accordance with and which satisfies the conditions of Clause 16.6; 13.1.2 deliver possession of the Airframe or any Engine to the manufacturer thereof for testing or other similar purposes or to any organisation organization for service, repair, maintenance or Overhaul work on the Airframe or such Engine or any part thereof or for alterations or modifications in or additions to the Airframe or such Engine to the extent required or permitted by the terms of Clauses 16.4 and 16.5; 13.1.3 install an Engine on an airframe owned by Sublessee and operated by and under the operating control of flight crew engaged by Sublessee which is free and clear of all Security Interests, except (i) Permitted Liens, (ii) Security Interests that apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe but not to the airframe as an entirety and (iii) the rights of Permitted Air Carriers under normal interchange agreements which are customary in the airline industry and do not contemplate, permit or require the transfer of title to the airframe or engines installed thereon; 13.1.4 install an Engine on an airframe operated by Sublessee that is owned by or leased or subleased to Sublessee and/or subject to any security agreement, provided that (i) such airframe is free and clear of all Security Interests except the rights of the parties to any security agreement covering such airframe and except Permitted Liens and any Security Interests or rights of the type permitted by sub-paragraphs subparagraphs (ii) and (iii) of Clause 13.1.3 and (ii) Sublessee shall have obtained from the sub-sublessor or secured party, as relevant, of such airframe a written agreement, which may be in the sublease agreement or security agreement in respect of such airframe, in form and substance satisfactory to Sublessor (it being understood that an agreement from such sub-sublessor or secured party to substantially the same effect as the agreement of Sublessor set forth in the final sentence of Clause 13.4 shall be deemed to be satisfactory to Sublessor), whereby such Sublessor or secured party expressly agrees that neither it nor its successors or assignees will acquire or claim any right, title or interest in any Engine by reason of such Engine being installed on such airframe at any time while such Engine is subject to this Agreement; 13.1.5 install an Engine on an airframe owned by Sublessee, leased or subleased to Sublessee, or purchased by Sublessee, subject to any security agreement under circumstances where neither Clause 13.1.1 nor 13.1.2 can be fulfilled in the circumstances, provided that it would otherwise have resulted in an unreasonable disruption of the operation of the Aircraft or the business of the Sublessee and in such event Sublessee shall, as promptly as possible and in any event within fifteen (15) days substitute a Replacement Engine therefor in accordance with Clause 16.6 and which satisfies the conditions specified in Clause 16.6; 13.1.6 sublease the Aircraft or Airframe to any person provided that the Aircraft or Airframe is operated by, and remains throughout the term of such sublease under the operational control of, flight crew engaged by Sublessee, and provided further that: (i) no Default has occurred and is continuing; (ii) any such sublease will not result in any change in the State of Registration; (iii) the length of any such sublease does not extend beyond the Expiry Date; (iv) the relevant sub-sublessee shall acknowledge that its rights are subordinate to Sublessor's rights under this Agreement and the rights of Lender under any finance document or security document entered into between Owner Trustee or Sublessor in relation to the Aircraft; 13.1.7 sublease the Aircraft or Airframe to any wholly-owned subsidiary of Sublessee on terms that the Aircraft or Airframe is not operated by, and does not remain under the operational control of, flight crew engaged by Sublessee provided that the following conditions are satisfied in relation to any such sublease hereunder: (i) no Default has occurred and is continuing; (ii) the proposed sub-sublessee and the proposed form of the sublease is approved by Sublessor and Lender in writing, which approval will not be unreasonably withheld or delayed provided all the following conditions set out in this Clause 13.1.7 Clause13.1.7 are satisfied; (iii) the sublease shall terminate on or before termination of this Agreement and the terms and conditions of the sublease are not inconsistent with those contained in this Agreement or any finance or security document entered into between Sublessor and/or Owner Trustee and/or Lender and the sub-sublessee shall acknowledge that its rights are subordinate to Owner Trustee's, Sublessor's and Lender's rights under this Agreement (provided that the sublease shall not permit further subleasing); (iv) the Insurances are in full force and effect in accordance with the terms of this Agreement and, if the sub-sublessee is to maintain such insurances during the term of such sublease, it shall have furnished to Sublessor all such documents, evidence and information relating to such insurances which Sublessee is required to furnish or cause to be provided to Sublessor under this Agreement; (v) if the Aviation Authority for the duration of the sublease is to be other than the FAA, Sublessor and Lender approves the change of registration and Sublessor receives (x) an opinion of counsel in the State of Registration in form and substance reasonably satisfactory to Sublessor and the Lender which opinion must, at least, address the satisfactory recognition of Owner Trustee's ownership of, and Lender's Security Interest in the Aircraft and (y) evidence that all actions recommended in such opinion have been or will be duly taken.

No Relinquishment of Possession. Sublessee Lessee shall not sub-lease or otherwise deliver, transfer or relinquish possession of the Airframe or any Engine or install any Engine or permit any Engine to be installed, on any airframe other than the Airframe, provided that, (i) so long as no Default shall have occurred and be continuing, (ii) Sublessee Lessee continues to be fully responsible to Sublessor Lessor for all its obligations hereunder and (iii) Sublessee Lessee in advance, obtains written acknowledgment(sacknowledgement(s) of Lender's Security Interest in the Airframe and/or any Engines from any person who will be in possession of the Airframe and/or any Engine in the form and substance requested by SublessorLessor, Sublessee Lessee may: 13.1.1 subject any Engine to normal interchange or pooling agreements or arrangements in each case customary in the airline industry and entered into by Sublessee Lessee in the ordinary course of its business with a commercial air operator which is approved by Sublessor Lessor in writing and on terms and conditions that Sublessor Lessor has approved (such approval not to be unreasonably withheld) (any such commercial air operator being hereinafter called a Permitted Air Carrier) provided that the terms of this Agreement shall be observed and if either: (i) Owner Trustee's title to the Engine shall be divested under the terms of any such agreement or arrangement, or (ii) any Permitted Air Carrier shall have possession of any such Engine under any such agreement or arrangement for more than ninety (90) days, Sublessee Lessee shall forthwith substitute, or procure the substitution of, a Replacement Engine therefor in accordance with and which satisfies the conditions of Clause 16.6; 13.1.2 deliver possession of the Airframe or any Engine to the manufacturer thereof for testing or other similar purposes or to any organisation for service, repair, maintenance or Overhaul work on the Airframe or such Engine or any part thereof or for alterations or modifications in or additions to the Airframe or such Engine to the extent required or permitted by the terms of Clauses 16.4 and 16.5; 13.1.3 install an Engine on an airframe owned by Sublessee Lessee and operated by and under the operating control of flight crew engaged by Sublessee Lessee which is free and clear of all Security Interests, except (i) Permitted Liens, (ii) Security Interests that apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe but not to the airframe as an entirety and (iii) the rights of Permitted Air Carriers under normal interchange agreements which are customary in the airline industry and do not contemplate, permit or require the transfer of title to the airframe or engines installed thereon; 13.1.4 install an Engine on an airframe operated by Sublessee Lessee that is owned by or leased or subleased to Sublessee Lessee and/or subject to any security agreement, provided that (i) such airframe is free and clear of all Security Interests except the rights of the parties to any security agreement covering such airframe and except Permitted Liens and any Security Interests or rights of the type permitted by sub-paragraphs (ii) and (iii) of Clause 13.1.3 and (ii) Sublessee Lessee shall have obtained from the sub-sublessor or secured party, as relevant, of such airframe a written agreement, which may be in the sublease agreement or security agreement in respect of such airframe, in form and substance satisfactory to Sublessor Lessor (it being understood that an agreement from such sub-sublessor or secured party to substantially the same effect as the agreement of Sublessor Lessor set forth in the final sentence of Clause 13.4 shall be deemed to be satisfactory to SublessorLessor), whereby such Sublessor Lessor or secured party expressly agrees that neither it nor its successors or assignees will acquire or claim any right, title or interest in any Engine by reason of such Engine being installed on such airframe at any time while such Engine is subject to this Agreement; 13.1.5 install an Engine on an airframe owned by SublesseeLessee, leased or subleased to SublesseeLessee, or purchased by SublesseeLessee, subject to any security agreement under circumstances where neither Clause 13.1.1 nor 13.1.2 can be fulfilled in the circumstances, provided that it would otherwise have resulted in an unreasonable disruption of the operation of the Aircraft or the business of the Sublessee Lessee and in such event Sublessee Lessee shall, as promptly as possible and in any event within fifteen (15) days substitute a Replacement Engine therefor in accordance with Clause 16.6 and which satisfies the conditions specified in Clause 16.6; 13.1.6 sublease the Aircraft or Airframe to any person provided that the Aircraft or Airframe is operated by, and remains throughout the term of such sublease under the operational control of, flight crew engaged by SublesseeLessee, and provided further that: (i) no Default has occurred and is continuing; (ii) any such sublease will not result in any change in the State of Registration; (iii) the length of any such sublease does not extend beyond the Expiry Date; (iv) the relevant sub-sublessee shall acknowledge that its rights are subordinate to SublessorLessor's rights under this Agreement and the rights of Lender under any finance document or security document entered into between Owner Trustee or Sublessor Lessor in relation to the Aircraft; 13.1.7 sublease the Aircraft or Airframe to any wholly-owned subsidiary of Sublessee Lessee on terms that the Aircraft or Airframe is not operated by, and does not remain under the operational control of, flight crew engaged by Sublessee Lessee provided that the following conditions are satisfied in relation to any such sublease hereunder: (i) no Default has occurred and is continuing; (ii) the proposed sub-sublessee and the proposed form of the sublease is approved by Sublessor Lessor and Lender in writing, which approval will not be unreasonably withheld or delayed provided all the following conditions set out in this Clause 13.1.7 are satisfied; (iii) the sublease shall terminate on or before termination of this Agreement and the terms and conditions of the sublease are not inconsistent with those contained in this Agreement or any finance or security document entered into between Sublessor Lessor and/or Owner Trustee and/or Lender and the sub-sublessee shall acknowledge that its rights are subordinate to Owner Trustee's, SublessorLessor's and Lender's rights under this Agreement (provided that the sublease shall not permit further subleasing); (iv) the Insurances are in full force and effect in accordance with the terms of this Agreement and, if the sub-sublessee is to maintain such insurances during the term of such sublease, it shall have furnished to Sublessor Lessor all such documents, evidence and information relating to such insurances which Sublessee Lessee is required to furnish or cause to be provided to Sublessor Lessor under this Agreement; (v) if the Aviation Authority for the duration of the sublease is to be other than the FAA, Sublessor Lessor and Lender approves the change of registration and Sublessor Lessor receives (x) an opinion of counsel in the State of Registration in form and substance reasonably satisfactory to Sublessor Lessor and the Lender which opinion must, at least, address the satisfactory recognition of Owner Trustee's ownership of, and Lender's Security Interest in the Aircraft and (y) evidence that all actions recommended in such opinion have been or will be duly taken.

No Relinquishment of Possession. Sublessee shall not sub-lease or otherwise deliver, transfer or relinquish possession of the Airframe or any Engine or install any Engine or permit any Engine to be installed, on any airframe other than the Airframe, provided that, (i) so long as no Default shall have occurred and be continuing, (ii) Sublessee continues to be fully responsible to Sublessor for all its obligations hereunder and (iii) Sublessee in advance, obtains written acknowledgment(sacknowledgement(s) of Sublessor's Lender's Security Interest in the Airframe and/or any Engines from any person who will be in possession of the Airframe and/or any Engine in the form and substance requested by Sublessor, Sublessee may:; 13.1.1 14.1.1 subject any Engine to normal interchange or pooling agreements or arrangements in each case customary in the airline industry and entered into by Sublessee in the ordinary course of its business with a commercial air operator which is approved by Sublessor in writing and on terms and conditions that Sublessor has approved (such approval not to be unreasonably withheld) (any such commercial air operator being hereinafter called a Permitted Air Carrier) provided that THAT the terms of this Agreement shall be observed and if either: (i) Owner Trustee's title to the Engine shall be divested under the terms of any such agreement or arrangement, or (ii) any Permitted Air Carrier shall have possession of any such Engine under any such agreement or arrangement for more than ninety (90) days, Sublessee shall forthwith substitute, or procure the substitution of, a Replacement Engine therefor in accordance with and which satisfies the conditions of Clause 16.617.6; 13.1.2 14.1.2 deliver possession of the Airframe or any Engine to the manufacturer thereof for testing or other similar purposes or to any organisation for service, repair, maintenance or Overhaul overhaul work on the Airframe or such Engine or any part thereof or for alterations or modifications in or additions to the Airframe or such Engine to the extent required or permitted by the terms of Clauses 16.4 17.4 and 16.517.5; 13.1.3 14.1.3 install an Engine on an airframe owned by Sublessee and operated by and under the operating control of flight crew engaged by Sublessee which is free and clear of all Security Interests, except (i) Permitted Liens, (ii) Security Interests that apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe but not to the airframe as an entirety and (iii) the rights of Permitted Air Carriers under normal interchange agreements which are customary in the airline industry and do not contemplate, permit or require the transfer of title to the airframe or engines installed thereon; 13.1.4 14.1.4 install an Engine on an airframe operated by Sublessee that is owned by or leased or subleased to Sublessee and/or subject to any security agreement, provided that (i) such airframe is free and clear of all Security Interests except the rights of the parties to any security agreement covering such airframe and except Permitted Liens and any Security Interests or rights of the type permitted by sub-paragraphs (ii) and (iii) of Clause 13.1.3 14.1.3 and (ii) Sublessee shall have obtained from the sub-sublessor Sublessor or secured party, as relevant, of such airframe a written agreement, which may be in the sublease Sublease agreement or security agreement in respect of such airframe, in form and substance satisfactory to Sublessor (it being understood that an agreement from such sub-sublessor Sublessor or secured party to substantially the same effect as the agreement of Sublessor set forth in the final sentence of Clause 13.4 14.3 shall be deemed to be satisfactory to Sublessor), whereby such Sublessor or secured party expressly agrees that neither it nor its successors or assignees will acquire or claim any right, title or interest in any Engine by reason of such Engine being installed on such airframe at any time while such Engine is subject to this Agreement; 13.1.5 14.1.5 install an Engine on an airframe owned by Sublessee, leased or subleased to Sublessee, or purchased by Sublessee, subject to any security agreement under circumstances where neither Clause 13.1.1 14.1.1 nor 13.1.2 14.1.2 can be fulfilled in the circumstances, provided that it would otherwise have resulted in an unreasonable disruption of the operation of the Aircraft or the business of the Sublessee and in such event Sublessee shall, as promptly as possible and in any event within fifteen (15) days substitute a Replacement Engine therefor in accordance with Clause 16.6 17.6 and which satisfies the conditions specified in Clause 16.617.6; 13.1.6 sublease 14.1.6 sub-lease the Aircraft or Airframe to any person provided that the Aircraft or Airframe is operated by, and remains throughout the term of such sublease sub-lease under the operational control of, flight crew engaged by Sublessee, and provided further that: (i) no Default has occurred and is continuing; (ii) any such sublease will not result in any change in the State of Registration; (iii) the length of any such sublease does not extend beyond the Expiry Datetwelve months (including any renewals); (iv) the relevant sub-sublessee Sublessee shall acknowledge that its rights are subordinate to Sublessor's rights under this Agreement and the rights of Sublessor's Lender under any finance document or security document entered into between by Owner Trustee or Sublessor in relation to the Aircraft; 13.1.7 (v) the conditions in clause 14.1.7 are satisfied in respect of that sub-lease; 14.1.7 sublease the Aircraft or Airframe to any wholly-owned subsidiary of Sublessee on terms that the Aircraft or Airframe is not operated by, and does not remain under the operational control of, flight crew engaged by Sublessee provided that the following conditions are satisfied in relation to any such sublease hereunder: (i) no Default has occurred and is continuing; (ii) the sub-lease shall acknowledge that its rights are subordinated to the rights of Sublessor, Owner Trustee and Sublessor's Lender under any finance or security document entered into between Sublessor and/or Owner Trustee and Sublessor's Lender in relation to the Aircraft. (iii) the proposed sub-sublessee Sublessee and the proposed form of the sublease is approved by Sublessor and Sublessor's Lender in writing, including any proposed right to sub-sub-lease the Aircraft which approval will not must be unreasonably withheld or delayed provided all the following conditions set out in this Clause 13.1.7 are satisfiedapproved by Sublessor and Sublessor's Lender at its absolute discretion; (iiiiv) the sublease shall terminate on or before termination of this Agreement and the terms and conditions of the sublease are not inconsistent with those contained in this Agreement or any finance or security document entered into between Sublessor and/or Owner Trustee and/or Sublessor's Lender and the sub-sublessee Sublessee shall acknowledge that its rights are subordinate to Owner Trustee's, Sublessor's and Lender's rights under this Agreement (provided that the sublease shall not permit further subleasingsub-leasing); (ivv) the Insurances are in full force and effect in accordance with the terms of this Agreement and, if the sub-sublessee Sublessee is to maintain such insurances during the term of such subleasesub-lease, it shall have furnished to Sublessor all such documents, evidence and information relating to such insurances which Sublessee is required to furnish or cause to be provided to Sublessor under this Agreement; (v) if the Aviation Authority for the duration of the sublease is to be other than the FAA, Sublessor and Lender approves the change of registration and Sublessor receives (x) an opinion of counsel in the State of Registration in form and substance reasonably satisfactory to Sublessor and the Lender which opinion must, at least, address the satisfactory recognition of Owner Trustee's ownership of, and Lender's Security Interest in the Aircraft and (y) evidence that all actions recommended in such opinion have been or will be duly taken.

No Relinquishment of Possession. Sublessee Lessee shall not sub-lease or otherwise deliver, transfer or relinquish possession of the Airframe or any Engine or install any Engine or permit any Engine to be installed, on any airframe other than the Airframe, provided that, (i) so long as no Default shall have occurred and be continuing, (ii) Sublessee Lessee continues to be fully responsible to Sublessor Lessor for all its obligations hereunder and (iii) Sublessee Lessee in advance, obtains written acknowledgment(sacknowledgement(s) of Lender's Security Interest in the Airframe and/or any Engines from any person who will be in possession of the Airframe and/or any Engine in the form and substance requested by SublessorLessor, Sublessee Lessee may: 13.1.1 subject any Engine to normal interchange or pooling agreements or arrangements in each case customary in the airline industry and entered into by Sublessee Lessee in the ordinary course of its business with a commercial air operator which is approved by Sublessor Lessor in writing and on terms and conditions that Sublessor Lessor has approved (such approval not to be unreasonably withheld) (any such commercial air operator being hereinafter called a Permitted Air Carrier) provided that THAT the terms of this Agreement shall be observed and if either: (i) Owner Trustee's title to the Engine shall be divested under the terms of any such agreement or arrangement, or (ii) any Permitted Air Carrier shall have possession of any such Engine under any such agreement or arrangement for more than ninety (90) days, Sublessee Lessee shall forthwith substitute, or procure the substitution of, a Replacement Engine therefor in accordance with and which satisfies the conditions of Clause 16.6; 13.1.2 deliver possession of the Airframe or any Engine to the manufacturer thereof for testing or other similar purposes or to any organisation for service, repair, maintenance or Overhaul work on the Airframe or such Engine or any part thereof or for alterations or modifications in or additions to the Airframe or such Engine to the extent required or permitted by the terms of Clauses 16.4 and 16.5; 13.1.3 install an Engine on an airframe owned by Sublessee Lessee and operated by and under the operating control of flight crew engaged by Sublessee Lessee which is free and clear of all Security Interests, except (i) Permitted Liens, (ii) Security Interests that apply only to the engines (other than Engines), appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment (other than Parts) installed on such airframe but not to the airframe as an entirety and (iii) the rights of Permitted Air Carriers under normal interchange agreements which are customary in the airline industry and do not contemplate, permit or require the transfer of title to the airframe or engines installed thereon; 13.1.4 install an Engine on an airframe operated by Sublessee Lessee that is owned by or leased or subleased to Sublessee Lessee and/or subject to any security agreement, provided that (i) such airframe is free and clear of all Security Interests except the rights of the parties to any security agreement covering such airframe and except Permitted Liens and any Security Interests or rights of the type permitted by sub-paragraphs (ii) and (iii) of Clause 13.1.3 and (ii) Sublessee Lessee shall have obtained from the sub-sublessor or secured party, as relevant, of such airframe a written agreement, which may be in the sublease agreement or security agreement in respect of such airframe, in form and substance satisfactory to Sublessor Lessor (it being understood that an agreement from such sub-sublessor or secured party to substantially the same effect as the agreement of Sublessor Lessor set forth in the final sentence of Clause 13.4 shall be deemed to be satisfactory to SublessorLessor), whereby such Sublessor Lessor or secured party expressly agrees that neither it nor its successors or assignees will acquire or claim any right, title or interest in any Engine by reason of such Engine being installed on such airframe at any time while such Engine is subject to this Agreement; 13.1.5 install an Engine on an airframe owned by SublesseeLessee, leased or subleased to SublesseeLessee, or purchased by SublesseeLessee, subject to any security agreement under circumstances where neither Clause 13.1.1 nor 13.1.2 can be fulfilled in the circumstances, provided that it would otherwise have resulted in an unreasonable disruption of the operation of the Aircraft or the business of the Sublessee Lessee and in such event Sublessee Lessee shall, as promptly as possible and in any event within fifteen (15) days substitute a Replacement Engine therefor in accordance with Clause 16.6 and which satisfies the conditions specified in Clause 16.6; 13.1.6 sublease the Aircraft or Airframe to any person provided that the Aircraft or Airframe is operated by, and remains throughout the term of such sublease under the operational control of, flight crew engaged by SublesseeLessee, and provided further that: (i) no Default has occurred and is continuing; (ii) any such sublease will not result in any change in the State of Registration; (iii) the length of any such sublease does not extend beyond the Expiry Date; (iv) the relevant sub-sublessee shall acknowledge that its rights are subordinate to SublessorLessor's rights under this Agreement and the rights of Lender under any finance document or security document entered into between Owner Trustee or Sublessor Lessor in relation to the Aircraft; 13.1.7 sublease the Aircraft or Airframe to any wholly-owned subsidiary of Sublessee Lessee on terms that the Aircraft or Airframe is not operated by, and does not remain under the operational control of, flight crew engaged by Sublessee Lessee provided that the following conditions are satisfied in relation to any such sublease hereunder: (i) no Default has occurred and is continuing; (ii) the proposed sub-sublessee and the proposed form of the sublease is approved by Sublessor Lessor and Lender in writing, which approval will not be unreasonably withheld or delayed provided all the following conditions set out in this Clause 13.1.7 are satisfied; (iii) the sublease shall terminate on or before termination of this Agreement and the terms and conditions of the sublease are not inconsistent with those contained in this Agreement or any finance or security document entered into between Sublessor Lessor and/or Owner Trustee and/or Lender and the sub-sublessee shall acknowledge that its rights are subordinate to Owner Trustee's, SublessorLessor's and Lender's rights under this Agreement (provided that the sublease shall not permit further subleasing); (iv) the Insurances are in full force and effect in accordance with the terms of this Agreement and, if the sub-sublessee is to maintain such insurances during the term of such sublease, it shall have furnished to Sublessor Lessor all such documents, evidence and information relating to such insurances which Sublessee Lessee is required to furnish or cause to be provided to Sublessor Lessor under this Agreement; (v) if the Aviation Authority for the duration of the sublease is to be other than the FAA, Sublessor Lessor and Lender approves the change of registration and Sublessor Lessor receives (x) an opinion of counsel in the State of Registration in form and substance reasonably satisfactory to Sublessor Lessor and the Lender which opinion must, at least, address the satisfactory recognition of Owner Trustee's ownership of, and Lender's Security Interest in the Aircraft and (y) evidence that all actions recommended in such opinion have been or will be duly taken.