Replacement Engines. At any time and from time to time, any Engine which has been (or is to be treated as if the same had been) subject to an Event of Loss and may be replaced under Section 5.02 of the Mortgage by a Replacement Engine shall be replaced in accordance with the provisions of this Section 13(a) and the Borrower shall, from time to time, direct the Administrative Agent to execute and deliver to or as directed in writing by an appropriate instrument releasing such Engine from the Lien of the Mortgage, the Administrative Agent on behalf of the Lenders shall execute and deliver such instrument as aforesaid, but only upon receipt by or deposit with the Administrative Agent of the following:
(i) A written request from the Borrower, requesting such release and specifically describing the Engine(s) so to be released.
(ii) A certificate signed by a duly authorized officer of the Borrower stating the following with respect to the replacement of any Engine:
(A) the fair market value of the Replacement Engine as of the date of such certificate (which value shall not be less than the then fair market value of the Engine requested to be released, assuming such Engine was in the condition and repair required to be maintained (but without regard to hours and cycles until overhaul));
(B) the fair market value of the Engine to be released (immediately prior to the date such Engine suffered an Event of Loss);
(C) that the release of the Engine so to be released will not impair the security of the Mortgage or be in contravention of any of the provisions of the Mortgage;
(D) that each of the conditions specified in Section 5.02 of the Mortgage with respect to such Replacement Engine have been satisfied; and
(E) that the Replacement Engine was first placed in service after October 22, 1994.
Replacement Engines. Owner Participant agrees that, in the case of any Replacement Engine substituted pursuant to Section 8(d) of the Lease or any engine substituted pursuant to Section I of the Return Conditions, Owner Trustee is hereby authorized and directed to take the actions specified in Section 8(d) of the Lease or Section I of the Return Conditions, as applicable, with respect to such Replacement Engine or engine, as applicable.
Replacement Engines. At any time that an Engine is to be replaced under any Lease, the Mortgagee (upon full compliance by the Lessee under such Lease with the requirements of such Lease and execution and delivery by the Lessor or the Borrower, as the case may be, under such Lease of an instrument in form and substance reasonably satisfactory to Mortgagee subjecting such Replacement Engine to the Lien hereof) shall at the request of any Lessor execute and deliver to such Lessor or Borrower, as the case may be, an appropriate instrument releasing such Engine from the Lien of this Security Agreement; provided however, if any Lease does not provide for the replacement of Engines thereunder, then such Lessor or Borrower, as the case may be, thereunder may, upon 15 days’ prior written notice to the Mortgagee, replace such Engine with a Replacement Engine subjected to the Lien hereof without the Mortgagee’s consent and may request that the Mortgagee execute and deliver to such Lessor or Borrower, as the case may be, an appropriate instrument releasing such Engine from the Lien of this Security Agreement so long as the following conditions are satisfied at the time of replacement:
(a) no Event of Default or Lease Event of Default shall have occurred and be continuing;
(b) such Replacement Engine shall be free and clear of all Liens (other than Lessor Liens arising pursuant to the Loan Operative Documents);
(c) such Replacement Engine shall be of the same make and model as the Engine being replaced (or an engine of the same manufacturer of a comparable or an improved model and suitable for installation and use on the related Airframe with the other Engine installed thereon) and shall have a value, utility and remaining useful life at least equal to the Engine to be replaced thereby;
(d) such Lessor or Borrower, as the case may be, shall have all Aircraft Documents required by any applicable Aviation Authority in respect of such Replacement Engine; and
Replacement Engines. If any engine not owned by Lessor shall be installed on the returned Airframe as set forth in Paragraph (a) hereof, then Lessee will, concurrently with such delivery, at its own expense, furnish Lessor with a full warranty xxxx of sale, in form and substance satisfactory to Lessor with respect to each such engine and with a written opinion of FAA Counsel to the effect that, upon such return, Lessor will acquire a valid and perfected interest in such engine free and clear of all Liens (except Lessor's Liens). Thereupon, unless a Default or Event of Default shall have occurred and be continuing, Lessor will transfer to Lessee, on an "AS-IS, WHERE-IS" basis, all of Lessor's right, title and interest in and to any Engine not installed on the Airframe at the time of the return of such Airframe.
Replacement Engines. Prior to commencement of the return procedures under this Section 7, Lessee may replace one or both Engines then subject to this Lease with Replacement Engines; provided that such replacement shall not alter Lessee's obligations with respect to the Return Conditions set forth in Schedule 5.
Replacement Engines. Lessee shall be entitled (subject to Clause 13.3), so long as no Default shall have occurred and be continuing, to install any engine on the Airframe or any part on the Airframe or any Engine by way of substitution, replacement, renewal or mandatory modification (notwithstanding that such installation is not in accordance with Clause 13.3) in circumstances where:
(i) there shall not have been available to Lessee at the time and in the place that such engine or other part was required to be installed on the Airframe or, as the case may be, any Engine, a substitute or replacement engine or part complying with the requirements of Clause 13.3; and
(ii) it would have resulted in an unreasonable disruption of the operation of the Aircraft or the business of Lessee as an airline or would have grounded the Aircraft if Lessee had deferred such installation until such time as an engine or part complying with the requirements of Clause 13.3 became available for installation in the Aircraft. In the case of either (i) or (ii) above, as soon as practicable after installation of the same on the Airframe or, as the case may be, such Engine, Lessee shall remove any such engine or part not complying with the requirements of Clause 13.3 and replace or substitute the same with an engine or part complying with the requirements of Clause 13.3. If, notwithstanding the foregoing, any replacement engine or part is owned by Lessor such replacement engine or part and the Engine or the Part replaced thereby shall be and remain the property of Lessor. Lessee shall assist Lessor in all reasonable respects to preserve, store, overhaul or dispose of such replaced Parts, all as may be reasonably directed by Lessor.
Replacement Engines. In the event that any engine not owned by Lessor shall be installed on the returned Airframe as set forth in Section II (a) hereof, then Lessee will, concurrently with such delivery, at its own expense, furnish Lessor with a full warranty xxxx of sale, in form and substance satisfactory to Lessor, with respect to each such engine and with a written opinion of FAA Counsel to the effect that, upon such return, Lessor will acquire a valid and perfected interest in such engine free and clear of all Liens (except Lessor’s Liens). Thereupon, unless an Event of Default shall have occurred and be continuing, Lessor will transfer to Lessee, on an “AS-IS, WHERE-IS” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY BY, OR RECOURSE OR WARRANTY TO, LESSOR, except as to the absence of any Lessor’s Liens, all of Lessor’s right, title and interest in and to any Engine not installed on the Airframe at the time of the return of such Airframe.
Replacement Engines. 92 (iii) ATLAS AIR, INC. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 27, 2004 and entered into by and among ATLAS AIR WORLDWIDE HOLDINGS, INC., a Delaware corporation ("HOLDINGS"), ATLAS AIR, INC., a Delaware corporation ("COMPANY"), THE LENDERS PARTY HERETO FROM TIME TO TIME, and DEUTSCHE BANK TRUST COMPANY AMERICAS ("DBTCA"), as administrative agent for Lenders (in such capacity, "ADMINISTRATIVE AGENT"). Capitalized terms used herein and not otherwise defined shall have the meanings specified in Section 1.
Replacement Engines. 63 13.6 Alterations...................................................... 64 13.7 Liability for Cost of Alterations; AD Cost Sharing............... 65 13.8 Possession of Aircraft; Sublease of Aircraft..................... 67 13.9 Delivery of Airframe or Engines to Manufacturer or Repairer; Pooling Arrangements............................................. 69 (i) Delivery for Service or Repair............................. 70 (ii) Pooling of Engines......................................... 70 (iii) Pooling of Parts........................................... 70 13.10 Operation........................................................ 71 13.11 Nameplate........................................................ 71 13.12 Lessee's Liability as to Costs of Use and Operation.............. 72 13.13 Entitlement to Enforce Warranties................................ 72
Replacement Engines. 43 SECTION 5.07. Indenture Supplements for Replacements.........................43 SECTION 5.08. Effect of Replacement..........................................43 SECTION 5.09. Investment of Amounts Held by Mortgagee........................43 TABLE OF CONTENTS (Continued)
