Common use of Replacement Engines Clause in Contracts

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. At any time that an 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 any Section 10.2 of the Lease to which such Engine is/was subject by a Replacement Engine shall be replaced in accordance with the provisions of this Section 5.06 and the provisions of Section 10.2 of such Lease, and the Mortgagee (upon full compliance Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon receipt by or deposit with the Indenture Trustee of the following: TRUST INDENTURE (a) A written request from the Owner Trustee, requesting such release and specifically describing the Engine(s) so to be released. (b) A certificate signed by a duly authorized officer of the Lessee stating the following: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement engine free and clear of all liens except permitted Liens, that such Replacement Engine will on such date be in good working order and condition, and that such Replacement Engine is the same or an improved model as the engine to be released; (iv) 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 under such Lease with (but without regard to hours and cycles until overhaul)); (v) the requirements fair market value of the Engine to be released (immediately prior to the date such Engine suffered an Event of Loss); (vi) that no Lease Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such Replacement Engine; (vii) that the release of the Engine so to be released will not impair the security of the Indenture or be in contravention of any of the provisions of this Indenture; and TRUST INDENTURE (viii) that each of the conditions specified in Section 10.2.2 of such Lease with respect to such Replacement Engine have been satisfied. (c) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Engine to be received as consideration for the Engine to be released and execution (ii) assigning to the Owner Trustee the benefit of all manufacturer's and delivery by the Lessor or the Borrowervendor's warranties generally available with respect to such Replacement Engine, as the case may be, under such Lease of and an instrument in form and substance reasonably satisfactory to Mortgagee Indenture Supplement 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; andIndenture.

Replacement Engines. At any time that an 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 any Section 10.2 of the Lease to which such Engine is/was subject by a Replacement Engine shall be replaced in accordance with the provisions of this Section 5.06 and the provisions of Section 10.2 of such Lease, and the Mortgagee (upon full compliance Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon receipt by or deposit with the Indenture Trustee of the following: TRUST INDENTURE (a) A written request from the Owner Trustee, requesting such release and specifically describing the Engine(s) so to be released. (b) A certificate signed by a duly authorized officer of the Lessee stating the following: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good working order and condition, and that such Replacement Engine is the same or an improved model as the engine to be released; (iv) 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 under such Lease with (but without regard to hours and cycles until overhaul)); (v) the requirements fair market value of the Engine to be released (immediately prior to the date such Engine suffered an Event of Loss); (vi) that no Lease Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such Replacement Engine; (vii) that the release of the Engine so to be released will not impair the security of the Indenture or be in contravention of any of the provisions of this Indenture; and TRUST INDENTURE (viii) that each of the conditions specified in Section 10.2.2 of such Lease with respect to such Replacement Engine have been satisfied. (c) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Engine to be received as consideration for the Engine to be released and execution (ii) assigning to the Owner Trustee the benefit of all manufacturer's and delivery by the Lessor or the Borrowervendor's warranties generally available with respect to such Replacement Engine, as the case may be, under such Lease of and an instrument in form and substance reasonably satisfactory to Mortgagee Indenture Supplement 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; andIndenture.

Replacement Engines. At Upon the occurrence of an Event of Loss with respect to an Engine, Lessee shall replace such Engine. In addition, Lessee may at any time that substitute an engine for any leased Engine. The engine (the "REPLACEMENT ENGINE") replacing the replaced or substituted 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 will be of the same make and model as the replaced or substituted Engine being replaced (or will be an engine of the same or another manufacturer of a comparable or an improved model and which is suitable for installation and use on the related Airframe with the other Engine installed thereon) and shall will have a value, value and utility and remaining useful life at least equal to (but in any event without regard to the number of hours or cycles) the Engine to be so replaced thereby; or substituted (d) assuming that such Lessor or Borrower, as Engine was of the case may be, shall have all Aircraft Documents condition and repair required by any applicable Aviation Authority in the terms hereof immediately prior to the occurrence of such Event of Loss). In addition, such Engine replacement or substitution will be subject only to the following conditions: Lessee will (A) furnish Lessor with a warranty (as to title) bill of sale (which warranty will except Permitted Liens) with respect of to such Replacement Engine, (B) cause a Lease Supplement, subjecting such Replacement Engine to this Lease, to be delivered to Lessor for execution to be filed for recordation pursuant to the Transportation Code, or, if necessary, pursuant to the applicable laws of such jurisdiction other than the U.S. in which the Aircraft is registered and (C) furnish Lessor with such evidence of compliance with the insurance provisions of this Lease with respect to such Replacement Engine as Lessor may reasonably request. If Lessor is an owner trustee, Owner Participant hereby authorizes and directs Owner Trustee to, and Owner Trustee hereby agrees that it will, take such actions reasonably requested by Lessee to subject a Replacement Engine to this Lease; andprovided that such Engine replacement complies with the paragraph above.

Replacement Engines. At any time that an 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 any Section 10.2 of the Lease to which such Engine is/was subject by a Replacement Engine shall be replaced in accordance with the provisions of this Section 5.06 and the provisions of Section 10.2 of such Lease, and the Mortgagee (upon full compliance Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon receipt by or deposit with the Indenture Trustee of the following: TRUST INDENTURE (a) A written request from the Owner Trustee, requesting such release and specifically describing the Engine(s) so to be released. (b) A certificate signed by a duly authorized officer of the Lessee stating the following: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good working order and condition, and that such Replacement Engine is the same or an improved model as the Engine to be released; (iv) 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 under such Lease with (but without regard to hours and cycles until overhaul)); (v) the requirements fair market value of the Engine to be released (immediately prior to the date such Engine suffered an Event of Loss); (vi) that no Lease Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such Replacement Engine; (vii) that the release of the Engine so to be released will not impair the security of the Indenture or be in contravention of any of the provisions of this Indenture; and TRUST INDENTURE (viii) that each of the conditions specified in Section 10.2.2 of such Lease with respect to such Replacement Engine have been satisfied. (c) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Engine to be received as consideration for the Engine to be released and execution (ii) assigning to the Owner Trustee the benefit of all manufacturer's and delivery by the Lessor or the Borrowervendor's warranties generally available with respect to such Replacement Engine, as the case may be, under such Lease of and an instrument in form and substance reasonably satisfactory to Mortgagee Indenture Supplement 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; andIndenture.