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 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 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 -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 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

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 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 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 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 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.