Common use of Pooling of Parts Clause in Contracts

Pooling of Parts. Any Part removed from an Airframe or any Engine as provided in Section 7.4 may be subjected by Lessee (or, if any Permitted Sublease is then in effect, the sublessee) to a pooling or interchange arrangement customary in the United States airline industry with other aircraft or engines owned or leased by Lessee (or, if any Permitted Sublease is then in effect, the sublessee); provided that if as a consequence thereof a Part is removed, the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or Engine in accordance with Section 7.4 as promptly as practicable after the removal of such removed Part. When incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 7.4, any Part replacing a Part that is removed under a customary pooling or interchange arrangement may be owned by any third party, provided that Lessee (or, if any Permitted Sublease is then in effect, the sublessee), at its cost and expense, as promptly thereafter as practicable, either (i) causes title to such replacement Part to vest in Lessor in accordance with such Section 7.4 by Lessee (or, if any Permitted Sublease is then in effect, the sublessee) acquiring title thereto for the benefit of, and transferring such title to, Lessor free and clear of all Liens other than Permitted Liens, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or Engine a further replacement Part owned by Lessee (or, if any Permitted Sublease is then in effect, the sublessee) free and clear of all Liens other than Permitted Liens and by causing title to such further replacement Part to vest in Lessor in accordance with Section 7.4. All such replacement Parts shall be in as good operating condition as, and shall have a value, utility and remaining useful life at least equal to, the Parts replaced, but in all events such replacement Parts shall be no less than in the condition and repair required to be maintained by the terms hereof. Neither the Airframe nor Engines shall be subject to any pooling or interchange arrangement. No pooling or interchange arrangement shall result in a change of title or registration of the Aircraft or affect Lessor's status or title to any Part under this Lease.

Pooling of Parts. Any Part removed from an Airframe or any Engine as provided in Section 7.4 may be subjected by Lessee (or, if any Permitted Sublease is then in effect, the sublesseeany Permitted Sublessee) to a customary pooling or interchange arrangement customary in the United States airline industry with other aircraft or engines owned or leased by Lessee (or, if any Permitted Sublease is then in effect, the sublesseeany Permitted Sublessee); provided that if as a consequence thereof a Part is removed, the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or Engine in accordance with Section 7.4 as promptly as practicable after the removal of such removed Part. When incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 7.4, any Part replacing a Part that is removed under a customary pooling or interchange arrangement may be owned by any third party, provided that Lessee (or, if any Permitted Sublease is then in effect, the sublesseeany Permitted Sublessee), at its cost and expense, as promptly thereafter as practicable, either (i) causes title to such replacement Part to vest in Lessor in accordance with such Section 7.4 by Lessee (or, if any Permitted Sublease is then in effect, the sublesseeany Permitted Sublessee) acquiring title thereto for the benefit of, and transferring such title to, Lessor free and clear of all Liens other than Permitted Liens, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or Engine a further replacement Part owned by Lessee (or, if any Permitted Sublease is then in effect, the sublesseeany Permitted Sublessee) free and clear of all Liens other than Permitted Liens and by causing title to such further replacement Part to vest in Lessor in accordance with Section 7.4. All such replacement Parts shall be in as good operating condition as, and shall have a value, utility and remaining useful life at least equal to, the Parts replaced, but in all events such replacement Parts shall be no less than in the condition and repair required to be maintained by the terms hereof. Neither the Airframe nor Engines shall be subject to any pooling or interchange arrangement. No pooling or interchange arrangement shall will result in a change of title or registration of the Aircraft or affect effect Lessor's status or title to any Part under this Lease.

Pooling of Parts. Any Part removed from an the Airframe or any Engine as provided in Section 7.4 may be subjected by the Lessee (or, if or any Permitted Sublease is then in effect, the sublessee) Sublessee to a normal pooling or interchange arrangement on terms customary in the United States international airline industry entered into in the ordinary course of the Lessee’s business with other aircraft or engines owned or leased by Lessee (orair carriers; provided, if any Permitted Sublease is then in effect, that the sublessee); provided that if as a consequence thereof a Part is removed, the Part part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 7.4 8(a) as promptly as practicable possible (but in any event not later than the next scheduled heavy maintenance check) after the removal of such removed Part. When In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any such Engine in accordance with Section 7.4, any Part replacing a Part that is removed under a customary pooling or interchange arrangement 8(a) may be owned by any third partyanother air carrier subject to such a normal pooling arrangement; provided, provided that the Lessee (or, if any or the Permitted Sublease is then in effect, the sublesseeSublessee), at its own cost and expense, as promptly thereafter soon as practicable, practicable and in any event not later than the next scheduled heavy maintenance check; either (i) causes title to such replacement Part part to vest in the Lessor in accordance with such Section 7.4 8(a) by the Lessee (or, if any Permitted Sublease is then in effect, the sublessee) acquiring title thereto for the benefit of, and transferring such title to, of the Lessor free and clear of all Liens (other than Permitted Liens, ) and subjecting the same to the Local Mortgage and the Indenture or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part part owned by the Lessee (or, if any or the Permitted Sublease is then in effect, the sublesseeSublessee) free and clear of all Liens (other than Permitted Liens Liens) and by causing title to such further replacement Part to vest in the Lessor in accordance with Section 7.4. All such replacement Parts shall be in as good operating condition as, 8(a) and shall have a value, utility subjecting the same to the Indenture and remaining useful life at least equal to, the Parts replaced, but in all events such replacement Parts shall be no less than in the condition and repair required to be maintained by the terms hereof. Neither the Airframe nor Engines shall be subject to any pooling or interchange arrangement. No pooling or interchange arrangement shall result in a change of title or registration of the Aircraft or affect Lessor's status or title to any Part under this LeaseLocal Mortgage.

Pooling of Parts. Any Only after receiving Sublessor’s written consent thereto, which shall not be unreasonably withheld, any Part removed from an the Airframe or any Engine as provided in paragraph (a) of this Section 7.4 8 may be subjected by Lessee (or, if any Permitted Sublease is then in effect, the sublessee) Sublessee to a normal pooling or interchange arrangement customary in the United States airline industry with other aircraft or engines owned or leased by Lessee (or, if any Permitted Sublease of which Sublessee is then a party entered into in effect, the sublessee)ordinary course of Sublessee’s business; provided that if as a consequence thereof a Part is removed, the Part replacing such removed Part shall be incorporated or installed in or attached to the such Airframe or Engine in accordance with Section 7.4 such paragraph (a) as promptly as practicable after the removal of such removed Part. When In addition, only after receiving Sublessor’s written consent thereto, which shall not be unreasonably withheld, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 7.4, any Part replacing a Part that is removed under a customary pooling or interchange arrangement such paragraph (a) may be owned by any third partyparty subject to such a normal pooling arrangement, provided that Lessee (or, if any Permitted Sublease is then in effect, the sublessee)Sublessee, at its cost and expense, as promptly thereafter as practicable, either (i) causes title to such replacement Part to vest in Lessor the Owner in accordance with such Section 7.4 paragraph (a) by Lessee (or, if any Permitted Sublease is then in effect, the sublessee) Sublessee acquiring title thereto for the benefit of, and transferring such title to, Lessor the Owner free and clear of all Liens except Permitted Liens (other than Permitted Lienspooling arrangements), at which time such temporary replacement part shall become a Part or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or Engine a further replacement Part owned by Lessee (or, if any Permitted Sublease is then in effect, the sublessee) Sublessee free and clear of all Liens except Permitted Liens (other than Permitted Liens permitted pooling arrangements) and by causing title to such further replacement Part to vest in Lessor the Owner in accordance with Section 7.4. All such replacement Parts shall be in as good operating condition as, and shall have a value, utility and remaining useful life at least equal to, the Parts replaced, but in all events such replacement Parts shall be no less than in the condition and repair required to be maintained by the terms hereof. Neither the Airframe nor Engines shall be subject to any pooling or interchange arrangement. No pooling or interchange arrangement shall result in a change of title or registration of the Aircraft or affect Lessor's status or title to any Part under this Leaseparagraph (a).

Pooling of Parts. Any Part removed from an the Airframe or any Engine or Propeller as provided in Section 7.4 SECTION 11.2 may be subjected by Lessee (or, if any Permitted Sublease is then in effect, the sublessee) Sublessee to a normal interchange or pooling or interchange arrangement customary in the United States airline industry entered into in the ordinary course of Sublessee's business with other aircraft U.S. Certificated Air Carriers; PROVIDED that no such agreement or engines owned arrangement contemplates or leased by Lessee (or, if any Permitted Sublease is then in effect, requires the sublessee); provided transfer of title of such Part and PROVIDED that if as a consequence thereof a Part is removed, the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or any Engine or Propeller in accordance with Section 7.4 SECTION 11.4 as promptly as practicable possible after the removal of such removed Part. When In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine or Propeller in accordance with Section 7.4, any Part replacing a Part that is removed under a customary pooling or interchange arrangement SECTION 11.4 may be owned by any third party, provided a U.S. Certificated Air Carrier subject to such normal pooling arrangement; PROVIDED that Lessee (or, if any Permitted Sublease is then in effect, the sublessee)Sublessee, at its cost and expense, as promptly thereafter as practicablepossible, either (i) causes title to such the replacement Part to vest in Lessor in accordance with such Section 7.4 SECTION 11.4, by Lessee (or, if any Permitted Sublease is then in effect, the sublessee) Sublessee acquiring title thereto for the benefit of, and transferring such title tothereto to Lessor, Lessor free and clear of all Liens other than except Permitted LiensLiens in accordance with the last sentence of SECTION 11.4, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Airframe Airframe, any Engine or Engine Propeller, a further replacement Part owned by Lessee (orSublessee, if any Permitted Sublease is then in effect, the sublessee) free and clear of all Liens other than except Permitted Liens and by causing title to such further the replacement Part to vest in Lessor in accordance with Section 7.4. All such replacement Parts shall be in as good operating condition as, and shall have a value, utility and remaining useful life at least equal to, the Parts replaced, but in all events such replacement Parts shall be no less than in the condition and repair required to be maintained by the terms hereof. Neither the Airframe nor Engines shall be subject to any pooling or interchange arrangement. No pooling or interchange arrangement shall result in a change of title or registration of the Aircraft or affect Lessor's status or title to any Part under this LeaseSECTION 11.4.

Pooling of Parts. Any Part removed from an Airframe any Airframe, Engine or any Spare Engine as provided in Section 7.4 2.02(a) hereof may be subjected by Lessee a Grantor (or, if or any Permitted Sublease is then in effect, the sublesseeLessee) to a pooling or interchange arrangement customary entered into in the United States airline industry with other aircraft or engines owned or leased by Lessee (orordinary course of such Grantor’s business; provided, if any Permitted Sublease is then in effect, the sublessee); provided that if as a consequence thereof a Part is removed, the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe such Airframe, Engine or Spare Engine in accordance with Section 7.4 2.01(a) as promptly as practicable after the removal of such removed Part. When In addition, any replacement Part when incorporated or installed in or attached to the Airframe an Airframe, Engine or any Spare Engine in accordance with Section 7.4, any Part replacing a Part that is removed under a customary pooling or interchange arrangement such Sections may be owned by any third partyParty subject to such a pooling arrangement, provided provided, that Lessee such Grantor (or, if or any Permitted Sublease is then in effect, the sublesseeLessee), at its cost and expense, as promptly thereafter as practicable, either (i) causes title to such replacement Part to vest in Lessor in accordance with such Section 7.4 by Lessee (orbecome subject to the Lien of this Mortgage, if any Permitted Sublease is then in effect, the sublessee) acquiring title thereto for the benefit of, and transferring such title to, Lessor free and clear of all Liens other than Permitted Liens, Encumbrances or (ii) replaces or causes to be replaced such replacement Part by incorporating or installing in or attaching to the Airframe or Engine with a further replacement Part owned by Lessee a Grantor (or, if or any Permitted Sublease is then in effectLessee) which shall become the property of a Grantor and subject to the Lien of this Mortgage, the sublessee) free and clear of all Liens other than Permitted Liens Encumbrances. (c) Alterations, Modifications and Additions. Grantors, at their own expense, will make (or cause to be made) such alterations and modifications in and additions to each Airframe, Engine and Spare Engine as may be required to be made from time to time so as to comply with any law, rule, regulation or order of any Governmental Authority of any jurisdiction in which an Aircraft may then be registered or any Spare Engine may be located; provided, however, that a Grantor or any Permitted Lessee may, in good faith, and by causing appropriate proceedings contest the validity or application of any such law, rule, regulation or order in any reasonable manner, subject any such Person to material risk of any civil or any criminal penalties, or involve any material risk of loss or forfeiture of title to any Airframe, Engine or Spare Engine. In addition, each Grantor (or any Permitted Lessee), at its own expense, may from time to time add further parts or accessories and make or cause to be made such further replacement Part alterations and modifications in and additions to vest any Airframe, Engine or Spare Engine as a Grantor (or any Permitted Lessee) may deem desirable in Lessor in accordance with Section 7.4. All the proper conduct of its business, including removal (without replacement) of Parts which a Grantor (or any Permitted Lessee) deems to be obsolete or no longer suitable or appropriate for use on such replacement Parts shall be in as good operating condition asAirframe, and shall have a valueEngine or Spare Engine (such parts, “Obsolete Parts”); provided that no such alteration, modification, removal or addition materially diminishes the fair market value or utility and remaining useful life at least equal toof such Airframe, Engine or Spare Engine below the Parts replacedfair market value or utility thereof immediately prior to such alteration, but in all events modification, removal or addition assuming such replacement Parts shall be no less than Airframe, Engine or Spare Engine was then in the condition and repair required to be maintained by the terms hereofof this Mortgage. Neither In addition, the Airframe nor Engines fair market value (but not the utility) of an Airframe, Engine or Spare Engine may be reduced by the fair market value, if any, of Obsolete Parts which shall be subject have been removed so long as the aggregate fair market value of all Obsolete Parts which shall have been removed and not replaced with respect to any pooling Aircraft shall not exceed $500,000 in the aggregate. All Parts incorporated or interchange arrangement. No pooling or interchange arrangement shall result installed in a change of title or registration of the Aircraft or affect Lessor's status or title to any Part under this Lease.or

Pooling of Parts. Any Part removed from an the Airframe or any Engine as provided in Section 7.4 may be subjected by the Lessee (or, if or any Permitted Sublease is then in effect, the sublessee) Sublessee to a normal pooling or interchange arrangement on terms customary in the United States international airline industry entered into in the ordinary course of the Lessee’s business with other aircraft air carriers; provided, that the title to any Engine removed from the Aircraft shall remain vested in the Lessor at all times and such movement of engines shall not prejudice the rights of Lessor in the originally-installed engines or engines owned or leased by Lessee (orlead any third party to believe that the Engine is the property of any person other than the Lessor; provided, if any Permitted Sublease is then in effect, that the sublessee); provided that if as a consequence thereof a Part is removed, the Part part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 7.4 8(a) as promptly as practicable possible (but in any event not later than the next scheduled heavy maintenance check) after the removal of such removed Part. When In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any such Engine in accordance with Section 7.4, any Part replacing a Part that is removed under a customary pooling or interchange arrangement 8(a) may be owned by any third partyanother air carrier subject to such a normal pooling arrangement; provided, provided that the Lessee (or, if any or the Permitted Sublease is then in effect, the sublesseeSublessee), at its own cost and expense, as promptly thereafter soon as practicable, practicable and in any event not later than the next scheduled heavy maintenance check; either (i) causes title to such replacement Part part to vest in the Lessor in accordance with such Section 7.4 8(a) by the Lessee (or, if any Permitted Sublease is then in effect, the sublessee) acquiring title thereto for the benefit of, and transferring such title to, of the Lessor free and clear of all Liens (other than Permitted Liens, ) and subjecting the same to the Local Mortgage or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a further replacement Part part owned by the Lessee (or, if any or the Permitted Sublease is then in effect, the sublesseeSublessee) free and clear of all Liens (other than Permitted Liens Liens) and by causing title to such further replacement Part to vest in the Lessor in accordance with Section 7.4. All such replacement Parts shall be in as good operating condition as, 8(a) and shall have a value, utility and remaining useful life at least equal to, subjecting the Parts replaced, but in all events such replacement Parts shall be no less than in same to the condition and repair required to be maintained by the terms hereof. Neither the Airframe nor Engines shall be subject to any pooling or interchange arrangement. No pooling or interchange arrangement shall result in a change of title or registration of the Aircraft or affect Lessor's status or title to any Part under this LeaseLocal Mortgage.

Pooling of Parts. Any Part removed from an the Airframe or any Engine or Propeller as provided in Section 7.4 SECTION 11.2 may be subjected by Lessee (or, if any Permitted Sublease is then in effect, the sublessee) to a normal interchange or pooling or interchange arrangement customary in the United States airline industry entered into in the ordinary course of Lessee's business with other aircraft U.S. Certificated Air Carriers; PROVIDED that no such agreement or engines owned arrangement contemplates or leased by Lessee (or, if any Permitted Sublease is then in effect, requires the sublessee); provided transfer of title of such Part and PROVIDED that if as a consequence thereof a Part is removed, the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or any Engine or Propeller in accordance with Section 7.4 SECTION 11.4 as promptly as practicable possible after the removal of such removed Part. When In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine or Propeller in accordance with Section 7.4, any Part replacing a Part that is removed under a customary pooling or interchange arrangement SECTION 20 11.4 may be owned by any third party, provided a U.S. Certificated Air Carrier subject to such normal pooling arrangement; PROVIDED that Lessee (or, if any Permitted Sublease is then in effect, the sublessee)Lessee, at its cost and expense, as promptly thereafter as practicablepossible, either (i) causes title to such the replacement Part to vest in Lessor in accordance with such Section 7.4 SECTION 11.4, by Lessee (or, if any Permitted Sublease is then in effect, the sublessee) acquiring title thereto for the benefit of, and transferring such title tothereto to Lessor, Lessor free and clear of all Liens other than except Permitted LiensLiens in accordance with the last sentence of SECTION 11.4, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Airframe Airframe, any Engine or Engine Propeller, a further replacement Part owned by Lessee (orLessee, if any Permitted Sublease is then in effect, the sublessee) free and clear of all Liens other than except Permitted Liens and by causing title to such further the replacement Part to vest in Lessor in accordance with Section 7.4. All such replacement Parts shall be in as good operating condition as, and shall have a value, utility and remaining useful life at least equal to, the Parts replaced, but in all events such replacement Parts shall be no less than in the condition and repair required to be maintained by the terms hereof. Neither the Airframe nor Engines shall be subject to any pooling or interchange arrangement. No pooling or interchange arrangement shall result in a change of title or registration of the Aircraft or affect Lessor's status or title to any Part under this LeaseSECTION 11.4.

Pooling of Parts. Any Part removed from an the Airframe or any Engine or Propeller as provided in Section 7.4 SECTION 11.2 may be subjected by Lessee (or, if any Permitted Sublease is then in effect, the sublessee) to a normal interchange or pooling or interchange arrangement customary in the United States airline industry entered into in the ordinary course of Lessee's business with other aircraft U.S. Certificated Air Carriers; PROVIDED that no such agreement or engines owned arrangement contemplates or leased by Lessee (or, if any Permitted Sublease is then in effect, requires the sublessee); provided transfer of title of such Part and PROVIDED that if as a consequence thereof a Part is removed, the Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or any Engine or Propeller in accordance with Section 7.4 SECTION 11.4 as promptly as practicable possible after the removal of such removed Part. When In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine or Propeller in accordance with Section 7.4, any Part replacing a Part that is removed under a customary pooling or interchange arrangement SECTION 20 11.4 may be owned by any third party, provided a U.S. Certificated Air Carrier subject to such normal pooling arrangement; PROVIDED that Lessee (or, if any Permitted Sublease is then in effect, the sublessee)Lessee, at its cost and expense, as promptly thereafter as practicablepossible, either (i) causes title to such the replacement Part to vest in Lessor in accordance with such Section 7.4 SECTION.11.4, by Lessee (or, if any Permitted Sublease is then in effect, the sublessee) acquiring title thereto for the benefit of, and transferring such title tothereto to Lessor, Lessor free and clear of all Liens other than except Permitted LiensLiens in accordance with the last sentence of SECTION 11.4, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Airframe Airframe, any Engine or Engine Propeller, a further replacement Part owned by Lessee (orLessee, if any Permitted Sublease is then in effect, the sublessee) free and clear of all Liens other than except Permitted Liens and by causing title to such further the replacement Part to vest in Lessor in accordance with Section 7.4. All such replacement Parts shall be in as good operating condition as, and shall have a value, utility and remaining useful life at least equal to, the Parts replaced, but in all events such replacement Parts shall be no less than in the condition and repair required to be maintained by the terms hereof. Neither the Airframe nor Engines shall be subject to any pooling or interchange arrangement. No pooling or interchange arrangement shall result in a change of title or registration of the Aircraft or affect Lessor's status or title to any Part under this LeaseSECTION 11.4.