Common use of Pooling Clause in Contracts

Pooling. Any Part removed from the Engine as provided in Section 9(a) may so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom be subjected by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) to a normal pooling arrangement customary in the airline industry of which Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) is a part entered into in the ordinary course of Lessee's or such Permitted Sublessee's business, provided that Lessor has been given an opportunity to review the pooling arrangement, including but not limited to all agreements and other documents relating thereto, and has consented, which consent shall not be unreasonably withheld, to the placement of Parts into such pooling arrangement and provided further that the Part replacing such removed Part shall be incorporated or installed in or attached to the Engine in accordance with Section 9(a) as promptly as possible, and in any event within sixty (60) days, after the removal of such removed Part. In addition, any Replacement Part when incorporated or installed in or attached to the -48- 49 Engine in accordance with Section 9(a) may be owned by another Person subject to such a normal pooling agreement; provided, however, that Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, as promptly thereafter as possible, and in any event within sixty (60) days, either (i) causes title to such replacement Part to vest with Lessor in accordance with Section 9(a) (and to be subjected to the Lien of the Indenture if it has not been discharged) by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) acquiring title thereto for the benefit of and transferring title to Lessor free and clear of all Liens except Permitted Liens, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Engine a further replacement Part owned by Lessee (or, if a Permitted Sublease is in effect, a 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 as above provided and to be subjected to the Lien of the Indenture if it has not been discharged, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice.

Pooling. Any Part removed from the Airframe or either Engine as provided in Section 9(a) may so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom be subjected by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) to a normal pooling arrangement customary in the airline industry of which Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) is a part entered into in the ordinary course of Lessee's or such Permitted Sublessee's business, provided that Lessor has been given an opportunity to review the pooling arrangement, including but not limited to all agreements and other documents relating thereto, and has consented, which consent shall not be unreasonably withheld, to the placement of Parts into such pooling arrangement and provided further that the Part replacing such removed Part shall be incorporated or installed in or attached to the Engine Aircraft in accordance with Section 9(a) as promptly as possible, and in any event within sixty (60) days, after the removal of such removed Part. In addition, any Replacement Part when incorporated or installed in or attached to the -48- 49 Airframe or any Engine in accordance with Section 9(a) may be owned by another Person subject to such a normal pooling agreement; provided, however, that Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, as promptly thereafter as possible, and in any event within sixty (60) days, either (i) causes title to such replacement Part to vest with Lessor in accordance with Section 9(a) (and to be subjected -53- 55 to the Lien of the Indenture if it has not been discharged) by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) acquiring title thereto for the benefit of and transferring title to Lessor free and clear of all Liens except Permitted Liens, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Engine Aircraft a further replacement Part owned by Lessee (or, if a Permitted Sublease is in effect, a 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 as above provided and to be subjected to the Lien of the Indenture if it has not been discharged, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice.

Pooling. Any Part removed from the Engine as provided in Section 9(a) may so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom be subjected by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) to a normal pooling arrangement customary in the airline industry of which Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) is a part entered into in the ordinary course of Lessee's or such Permitted Sublessee's business, provided that Lessor has been given an opportunity to review the pooling arrangement, including but not limited to all agreements and other documents relating thereto, and has consented, which consent shall not be unreasonably withheld, to the placement of Parts into such pooling arrangement and provided further that the Part replacing such removed Part shall be incorporated or installed in or attached to the Engine in accordance with Section 9(a) as promptly as possible, and in any event within sixty (60) days, after the removal of such removed Part. In addition, any Replacement Part when incorporated or installed in or attached to the -48- 49 Engine in accordance with Section 9(a) may be owned by another Person subject to such a normal pooling agreement; provided, however, that Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee)4.1 LESSEE, at its own expenseoption, is hereby given the right to pool or combine the Leased Premises, or any portion thereof, as promptly thereafter to Gas, with other lands, lease or leases in the immediate vicinity thereof, when, in LESSEE’S judgment, it is necessary or advisable to do so in order to properly develop and operate the Leased Premises. Pooling shall be limited to a unit that conforms to any lawful spacing rules which may be prescribed or permitted for the field or unit in which the Leased Premises are situated by any governmental authorities having jurisdiction thereof. LESSEE shall execute an instrument identifying and describing the pooled acreage and shall submit it to LESSOR prior to filing with the appropriate governmental authority. The entire acreage so pooled into a tract or unit shall be treated for all purposes, except the payment of royalties on production from the pooled unit, as possibleif it were included in this Agreement. LESSOR shall receive on production from a unit so pooled only such portion of the production royalty stipulated herein as the amount of LESSOR’S acreage placed in the unit, or LESSOR’S royalty interest therein on an acreage basis, bears to the total acreage so pooled in the particular unit involved. 4.2 Prior to filing a petition with the State of Illinois Division of Oil and in Gas seeking unitization of any event within sixty (60) daysacreage covered by this Agreement or seeking any changes with respect to Drilling Units including the formation and operation thereof, either (i) causes title LESSEE shall submit to such replacement Part to vest LESSOR a copy of its proposed unitization plan or proposed changes, together with Lessor in accordance with Section 9(a) (and copies of any exhibits, including technical data, that are to be subjected submitted to the Lien State of Illinois Division of Oil and Gas in support thereof. 4.3 Notwithstanding LESSEE’S right, at its option, to pool or combine the Indenture if it has Leased Premises as granted herein, LESSOR reserves the right to appear before the State of Illinois Division of Oil and Gas regarding any petition or application made by LESSEE regarding LESSEE’S operations that are not been discharged) by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) acquiring title thereto for the benefit of specifically authorized herein and transferring title to Lessor free and clear of all Liens except Permitted Liens, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for oppose any further act, document or notice, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Engine a further replacement Part owned by Lessee (or, if a Permitted Sublease is in effect, a 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 as above provided and to relief that LESSEE may be subjected to the Lien of the Indenture if it has not been discharged, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or noticeseeking.

Pooling. Any Part removed from the Engine as provided in Section 9(a) may so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom be subjected by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) to a normal pooling arrangement customary in the airline industry of which Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) is a part entered into in the ordinary course of Lessee's or such Permitted Sublessee's business, provided that Lessor has been given an opportunity to review the pooling arrangement, including but not limited to all agreements and other documents relating thereto, and has consented, which consent shall not be unreasonably withheld, to the placement of Parts into such pooling arrangement and provided further that the Part replacing such removed Part shall be incorporated or installed in or attached to the Engine in accordance with Section 9(a) as promptly as possible, and in any event within sixty (60) days, after the removal of such removed Part. In addition, any Replacement Part when incorporated or installed in or attached to the -48- 49 Engine in accordance with Section 9(a) may be owned by another Person subject to such a normal pooling agreement; provided, however, that Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, as promptly thereafter as possible, and in any event within sixty (60) days, either (i) causes title to such replacement Part to vest with Lessor in accordance with Section 9(a) (and to be subjected to the Lien of the Indenture if it has not been discharged) by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) acquiring title thereto for the benefit of and transferring title to Lessor free and clear of all Liens except Permitted Liens, whereupon such replacement Part shall become subject to this Lease and the -48- 54 Lien of the Indenture (if in effect) without the necessity for any further act, document or notice, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Engine a further replacement Part owned by Lessee (or, if a Permitted Sublease is in effect, a 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 as above provided and to be subjected to the Lien of the Indenture if it has not been discharged, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice.

Pooling. Any Part removed from the Airframe or either Engine as provided in Section 9(a) may so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom be subjected by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) to a normal pooling arrangement customary in the airline industry of which Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) is a part entered into in the ordinary course of Lessee's or such Permitted Sublessee's business, provided that Lessor has been given an opportunity to review the pooling arrangement, including but not limited to all agreements and other documents relating thereto, and has consented, which consent shall not be unreasonably withheld, to the placement of Parts into such pooling arrangement and provided further that the Part replacing such removed Part shall be incorporated or installed in or attached to the Engine Aircraft in accordance with Section 9(a) as promptly as possible, and in any event within sixty (60) days, after the removal of such removed Part. In addition, any Replacement Part when incorporated or installed in or attached to the -48- 49 Airframe or any Engine in accordance with Section 9(a) may be owned by another Person subject to such a normal pooling agreement; provided, however, that Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, as promptly thereafter as possible, and in any event within sixty (60) days, either (i) causes title to such replacement Part to vest with Lessor in accordance with Section 9(a) (and to be subjected to the Lien of the Indenture if it has not been discharged) by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) acquiring title thereto for the benefit of and transferring title to Lessor free and clear of all Liens except Permitted Liens, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Engine Aircraft a further replacement Part owned by Lessee (or, if a Permitted Sublease is in effect, a 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 as above provided and to be subjected to the Lien of the Indenture if it has not been discharged, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice.

Pooling. Any Part removed from the Airframe or either Engine as provided in Section 9(a) may so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom be subjected by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) to a normal pooling arrangement customary in the airline industry of which Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) is a part entered into in the ordinary course of Lessee's or such Permitted Sublessee's business, provided that Lessor has been given an opportunity to review the pooling arrangement, including but not limited to all agreements and other documents relating thereto, and has consented, which consent shall not be unreasonably withheld, to the placement of Parts into such pooling arrangement and provided further that the Part replacing such removed Part shall be incorporated or installed in or attached to the Engine Aircraft in accordance with Section 9(a) as promptly as possible, and in any event within sixty (60) days, after the removal of such removed Part. In addition, any Replacement Part when incorporated or installed in or attached to the -48- 49 Airframe or any Engine in accordance with Section 9(a) may be owned by another Person subject to such a normal pooling agreement; provided, however, that Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, as promptly thereafter as possible, and in any event within sixty (60) days, either (i) causes title to such replacement Part to vest with Lessor (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) in accordance with Section 9(a) (and to be subjected to the Lien of the Indenture if it has not been discharged) by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) acquiring title thereto for the benefit of and transferring title to Lessor (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) free and clear of all Liens except Permitted Liens, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Engine Aircraft a further replacement Part owned by Lessee (or, if a Permitted Sublease is in effect, a 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 (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) as above provided and to be subjected to the Lien of the Indenture if it has not been discharged, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice.

Pooling. Any Part removed from the Airframe or either Engine as provided in Section 9(a) may so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom be subjected by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) to a normal pooling arrangement customary in the airline industry of which Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) is a part entered into in the ordinary course of Lessee's or such Permitted Sublessee's business, provided that Lessor has been given an opportunity to review the pooling arrangement, including but not limited to all agreements and other documents relating thereto, and has consented, which consent shall not be unreasonably withheld, to the placement of Parts into such pooling arrangement and provided further that the Part replacing such removed Part shall be incorporated or installed in or attached to the Engine Aircraft in accordance with Section 9(a) as promptly as possible, and in any event within sixty (60) days, after the removal of such removed Part. In addition, any Replacement Part when incorporated or installed in or attached to the -48- 49 Airframe or any Engine in accordance with Section 9(a) may be owned by another Person subject to such a normal pooling agreement; provided, however, that Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, as promptly thereafter as possible, and in any event within sixty (60) days, either (i) causes title to such replacement Part to vest with Lessor (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) in accordance with Section 9(a) (and to be subjected to the Lien of the Indenture if it has not been discharged) by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) acquiring title thereto for the benefit of and transferring title to Lessor (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) free and clear of all Liens except Permitted Liens, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Engine Aircraft a further replacement Part owned by Lessee (or, if a Permitted Sublease is in effect, a 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 (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) as above provided and to be subjected to the Lien of the Indenture if it has not been discharged, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture - 53 - 00 Xxxx xx xxx Xxxxxxxxx (if in xx xx effect) without the necessity for any further act, document or notice.

Pooling. Any Part removed from the Engine as provided in Section 9(a) may so long as no Default or Event of Default Lessee shall have occurred the right, at any time or times, to pool and be continuing consolidate this Lease, in whole or would result therefrom be subjected by Lessee (orin part, if a Permitted Sublease is in effector as to any stratum or strata, a Permitted Sublessee) with lands or leases adjacent to a normal pooling arrangement customary or in the airline industry immediate vicinity of which Lessee (orthis Lease, if so as to constitute a Permitted Sublease is in effectunit or units for the purpose of entering with the owners and/or lessees into joint operating agreements providing for the joint operation and development of the Leased Premises, a Permitted Sublessee) is a part entered into in or portions thereof, with adjoining lands to prevent the ordinary course drilling of Lessee's an excessive number of xxxxx, or such Permitted Sublessee's business, provided that Lessor has been given an opportunity to review the pooling arrangement, including but not limited to all agreements and other documents relating thereto, and has consented, which consent shall not be unreasonably withheld, of xxxxx located too close to the placement boundary of Parts into such pooling arrangement and provided further that the Part replacing such removed Part shall be incorporated or installed in or attached to the Engine in accordance with Section 9(a) as promptly as possible, and in any event within sixty (60) days, after the removal of such removed Part. In addition, any Replacement Part when incorporated or installed in or attached to the -48- 49 Engine in accordance with Section 9(a) may be owned by another Person subject to such a normal pooling agreementthis Lease; provided, however, that Lessee (orsuch agreement or termination thereof shall not become valid unless and until the same shall have been approved in writing by Lessor; provided further, however, that if such joint operating agreements or unit agreements are entered into pursuant to a Permitted Sublease is in effectvalid spacing or integration order, a Permitted Sublessee)the approval of Lessor shall not be required. Drilling, at its own expensemining, or reworking operations upon, or production of oil, gas, condensate and/or liquid hydrocarbons from any part of such unit shall be treated, for all purposes hereunder, as promptly thereafter operations upon or production from the Leased Premises, provided that the Lessee is the owner of the off-lease property. Upon production from any part of any such unit, Lessor shall be entitled to and Lessee shall pay royalties calculated as possiblefollows: a fractional part of the production shall be allocated to the portion of this lease included in such unit based on the ratio of the acres from the Leased Premises included in such unit to the total number of acres included in the pooled area, and in any event within sixty (60) days, either (i) causes title to such replacement Part to vest with Lessor in accordance with Section 9(a) (and to shall be subjected entitled to the Lien royalties provided for in this lease on such fractional part of such production; provided, that if State or Federal authorities shall prescribe a different method of allocation, the Indenture if it has not been discharged) by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) acquiring title thereto for the benefit of and transferring title to Lessor free and clear of all Liens except Permitted Liens, whereupon such replacement Part method so prescribed shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Engine a further replacement Part owned by Lessee (or, if a Permitted Sublease is in effect, a 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 as above provided and to be subjected to the Lien of the Indenture if it has not been discharged, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or noticeprevail.

Pooling. Any Part removed from the Airframe or either Engine as provided in Section 9(a) may so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom be subjected by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) to a normal pooling arrangement customary in the airline industry of which Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) is a part entered into in the ordinary course of Lessee's or such Permitted Sublessee's business, provided that Lessor has been given an opportunity to review the pooling arrangement, including but not limited to all agreements and other documents relating thereto, and has consented, which consent shall not be unreasonably withheld, to the placement of Parts into such pooling arrangement and provided further that the Part replacing such removed Part shall be incorporated or installed in or attached to the Engine Aircraft in accordance with Section 9(a) as promptly as possible, and in any event within sixty (60) days, after the removal of such removed Part. In addition, any Replacement Part when incorporated or installed in or attached to the -48- 49 Airframe or any Engine in accordance with Section 9(a) may be owned by another Person subject to such a normal pooling agreement; provided, however, that Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, as promptly thereafter as possible, and in any event within sixty (60) days, either (i) causes title to such replacement Part to vest with Lessor in accordance with Section 9(a) (and to be subjected to the Lien of the Indenture if it has not been discharged) by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) acquiring title thereto for the benefit of and transferring title to Lessor free and clear of all Liens except Permitted Liens, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Engine a further replacement Part owned by Lessee (or, if a Permitted Sublease is in effect, a 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 as above provided and to be subjected to the Lien of the Indenture if it has not been discharged, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice.Aircraft

Pooling. Any Part removed from the Airframe or either Engine as provided in Section 9(a) may so long as -52- 58 no Default or Event of Default shall have occurred and be continuing or would result therefrom be subjected by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) to a normal pooling arrangement customary in the airline industry of which Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) is a part entered into in the ordinary course of Lessee's or such Permitted Sublessee's business, provided that Lessor has been given an opportunity to review the pooling arrangement, including but not limited to all agreements and other documents relating thereto, and has consented, which consent shall not be unreasonably withheld, to the placement of Parts into such pooling arrangement and provided further that the Part replacing such removed Part shall be incorporated or installed in or attached to the Engine Aircraft in accordance with Section 9(a) as promptly as possible, and in any event within sixty (60) days, after the removal of such removed Part. In addition, any Replacement Part when incorporated or installed in or attached to the -48- 49 Airframe or any Engine in accordance with Section 9(a) may be owned by another Person subject to such a normal pooling agreement; provided, however, that Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, as promptly thereafter as possible, and in any event within sixty (60) days, either (i) causes title to such replacement Part to vest with Lessor in accordance with Section 9(a) (and to be subjected to the Lien of the Indenture if it has not been discharged) by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) acquiring title thereto for the benefit of and transferring title to Lessor free and clear of all Liens except Permitted Liens, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Engine Aircraft a further replacement Part owned by Lessee (or, if a Permitted Sublease is in effect, a 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 as above provided and to be subjected to the Lien of the Indenture if it has not been discharged, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice.

Pooling. Any Part removed from the Airframe or either Engine as provided in Section 9(a) may so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom be subjected by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) to a normal pooling arrangement customary in the airline industry of which Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) is a part entered into in the ordinary course of Lessee's or such Permitted Sublessee's business, provided that Lessor has been given an opportunity to review the pooling arrangement, including but not limited to all agreements and other documents relating thereto, and has consented, which consent shall not be unreasonably withheld, to the placement of Parts into such pooling arrangement and provided further that the Part replacing such removed Part shall be incorporated or installed in or attached to the Engine Aircraft in accordance with Section 9(a) as promptly as possible, and in any event within sixty (60) days, after the removal of such removed Part. In addition, any Replacement Part when incorporated or installed in or attached to the -48- 49 Airframe or any Engine in accordance with Section 9(a) may be owned by another Person subject to such a normal pooling agreement; provided, however, that Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, as promptly thereafter as possible, and in any event within sixty (60) days, either (i) causes title to such replacement Part to vest with Lessor in accordance with Section 9(a) (and to be subjected to the Lien of the Indenture if it has not been discharged) by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) acquiring title thereto for the benefit of and transferring title to Lessor free and clear of all Liens except Permitted Liens, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Engine Aircraft a further replacement Part owned by Lessee (or, if a Permitted Sublease is in effect, a 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 as above provided and to be subjected to the Lien of the Indenture if it has not been discharged, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice.to

Pooling. Any Part removed (a) The Company shall use its reasonable best efforts to cause to be delivered to Parent letters from its independent auditors, Deloitte & Touche LLP, dated as of the Engine date the S-4 is declared effective and dated as provided in Section 9(aof the Closing Date, stating that the accounting of the Merger as a "pooling of interests" under Opinion 16 of the Accounting Principles Board ("APB 16") may so long and the applicable SEC rules and regulations is appropriate if the Merger is consummated as no Default or Event contemplated by this Agreement (it being understood and agreed that the delivery of Default shall have occurred and be continuing or would result therefrom be subjected by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) to a normal pooling arrangement customary in the airline industry of which Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) is a part entered into in the ordinary course of Lessee's or such Permitted Sublessee's business, provided that Lessor has been given an opportunity to review the pooling arrangement, including but not limited to all agreements and other documents relating thereto, and has consented, which consent letters shall not be unreasonably withheld, constitute a condition to the placement parties' obligations to consummate the transactions contemplated by this Agreement). (b) Parent shall use its reasonable best efforts to cause to be delivered to the Company letters from its independent auditors, Deloitte & Touche LLP, dated as of Parts into such pooling arrangement the date the S-4 is declared effective and provided further dated as of the Closing Date, stating that the Part replacing accounting of the Merger as a "pooling of interests" under APB 16 and the applicable SEC rules and regulations is appropriate if the Merger is consummated as contemplated by this Agreement (it being understood and agreed that the delivery of such removed Part letters shall be incorporated or installed in or attached not constitute a condition to the Engine in accordance parties' obligations to consummate the transactions contemplated by this Agreement). (c) Each party hereto shall use its reasonable best efforts to take such actions (including seeking necessary waivers from employees under Company benefit plans or agreements with Section 9(athe Company) as promptly are within its reasonable control so that the Merger will be accounted for as possible, a "pooling of interests" under APB 16 and in any event within sixty the applicable SEC rules and regulations (60) days, after it being understood and agreed that the removal qualification of such removed Part. In addition, any Replacement Part when incorporated or installed in or attached the Merger as a "pooling of interests" shall not constitute a condition to the -48- 49 Engine in accordance with Section 9(a) may be owned parties' obligations to consummate the transactions contemplated by another Person subject to such a normal pooling agreementthis Agreement); provided, however, that Lessee (or, the parties shall have no further obligations under this Section 6.9(c) following the date the S-4 is declared effective if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, Parent's accountants do not deliver the letter contemplated by Section 6.9(b) as promptly thereafter as possible, and in any event within sixty (60) days, either (i) causes title to such replacement Part to vest with Lessor in accordance with Section 9(a) (and to be subjected to the Lien of the Indenture if it has not been discharged) by Lessee (or, if a Permitted Sublease date the S-4 is in effect, a Permitted Sublessee) acquiring title thereto for the benefit of and transferring title to Lessor free and clear of all Liens except Permitted Liens, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Engine a further replacement Part owned by Lessee (or, if a Permitted Sublease is in effect, a 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 as above provided and to be subjected to the Lien of the Indenture if it has not been discharged, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or noticedeclared effective.

Pooling. Any Part removed from the Airframe or either Engine as provided in Section 9(a) may so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom be subjected by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) to a normal pooling arrangement customary in the airline industry of which Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) is a part entered into in the ordinary course of Lessee's or such Permitted Sublessee's business, provided that Lessor has been given an opportunity to review the pooling arrangement, including but not limited to all agreements and other documents relating thereto, and has consented, which consent shall not be unreasonably withheld, to the placement of Parts into such pooling arrangement and provided further that the Part replacing such removed Part shall be incorporated or installed in or attached to the Engine Aircraft in accordance with Section 9(a) as promptly as possible, and in any event within sixty (60) days, after the removal of such removed Part. In addition, any Replacement Part when incorporated or installed in or attached to the -48- 49 Airframe or any Engine in accordance with Section 9(a) may be owned by another Person subject to such a normal pooling agreement; provided, however, that Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, as promptly thereafter as possible, and in any event within sixty (60) days, either (i) causes title to such replacement Part to vest with Lessor in accordance with Section 9(a) (and to be subjected to the Lien of the Indenture if it has not been discharged) by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) acquiring title thereto for the benefit - 52 - 54 of and transferring title to Lessor free and clear of all Liens except Permitted Liens, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Engine Aircraft a further replacement Part owned by Lessee (or, if a Permitted Sublease is in effect, a 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 as above provided and to be subjected to the Lien of the Indenture if it has not been discharged, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice.

Pooling. Any Part removed from the Airframe or either Engine as provided in Section 9(a) may so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom be subjected by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) to a normal pooling arrangement customary in the airline industry of which Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) is a part entered into in the ordinary course of Lessee's or such Permitted Sublessee's business, provided that Lessor has been given an opportunity to review the pooling arrangement, including but not limited to all agreements and other documents relating thereto, and has consented, which consent shall not be unreasonably withheld, to the placement of Parts into such pooling arrangement and provided further that the Part replacing such removed Part shall be incorporated or installed in or attached to the Engine Aircraft in accordance with Section 9(a) as promptly as possible, and in any event within sixty (60) days, after the removal of such removed Part. In addition, any Replacement Part when incorporated or installed in or attached to the -48- 49 Airframe or any Engine in accordance with Section 9(a) may be owned by another Person subject to such a normal pooling agreement; provided, however, that Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, as promptly thereafter as possible, and in any event within sixty (60) days, either (i) causes title to such replacement Part to vest with Lessor in accordance with Section 9(a) (and to be subjected to the Lien of the Indenture if it has not been discharged) by Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) acquiring title thereto for the benefit of and transferring title to Lessor free and clear of all Liens except Permitted Liens, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice, or (ii) replaces such replacement Part by incorporating or installing in or attaching to the Engine a further replacement Part owned by Lessee (or, if a Permitted Sublease is in effect, a 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 as above provided and to be subjected to the Lien of the Indenture if it has not been discharged, whereupon such replacement Part shall become subject to this Lease and the Lien of the Indenture (if in effect) without the necessity for any further act, document or notice.subjected