Common use of Replacement of Airframe and Engines Clause in Contracts

Replacement of Airframe and Engines. (a) If Lessee elects, in accordance with Section 10.1.1, to replace the Airframe, and any Engines actually suffering the Event of Loss, then Lessee shall, as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, in compliance with Section 10.3 and as replacement for the Airframe, and any such Engine, title to a Replacement Airframe (which shall comply with paragraph (b) below), and for each such Engine a Replacement Engine, in each case free and clear of all Liens other than Permitted Liens. If Lessee makes such election, but for any reason fails or is unable to effect such replacement within such time period and in compliance with the requirements set forth in Section 10.3, then Lessee shall be deemed to have initially made the election set forth in Section 10.1.2 with the effect that Lessee shall immediately pay, in the manner and in funds of the type specified in Section 3.3, the amounts required under, and in accordance with, Section 10.1.2. (b) Any such Replacement Airframe shall be an airframe that is the same model as the Airframe to be replaced thereby, or an improved model, and that has a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check), at least equal to the Airframe to be replaced thereby (assuming that such Airframe had been maintained in accordance with the Lease). Any such Replacement Engine shall meet the requirements of, and be conveyed by Lessee to Lessor in accordance with, Section 10.2 (other than the notice requirement set forth in Section 10.2.1).

Replacement of Airframe and Engines. (a) If Lessee elects, in accordance with Section 10.1.1, to replace the Airframe, and any Engines Engine actually suffering the Event of Loss, then Lessee shall, as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, in compliance with Section 10.3 and as replacement for the Airframe, and any such Engine, title to a Replacement Airframe (which shall comply with paragraph (b) below), and for each such Engine a Replacement Engine, in each case free and clear of all Liens other than Permitted Liens. If Lessee makes such election, but for any reason fails or is unable to effect such replacement within such time period and in compliance with the requirements set forth in Section 10.3, then Lessee shall be deemed to have initially made the election set forth in Section 10.1.2 with the effect that Lessee shall immediately pay, in the manner and in funds of the type specified in Section 3.3, the amounts required under, and in accordance with, Section 10.1.2. (b) Any such Replacement Airframe shall be an airframe that is the same model as the Airframe to be replaced thereby, or an improved model, and that has a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check), at least equal to the Airframe to be replaced thereby (assuming that such Airframe had been maintained in accordance with the Lease). Any such Replacement Engine shall meet the requirements of, and be conveyed by Lessee to Lessor in accordance with, Section 10.2 (other than the notice requirement set forth in Section 10.2.1).

Replacement of Airframe and Engines. (a) If Lessee elects, in accordance with Section 10.1.1, to replace the Airframe, and any Engines actually suffering the Event of Loss, then Lessee shall, as promptly as possible and in any event within 120 180 days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, in compliance with Section 10.3 and as replacement for the Airframe, and any such Engine, title to a Replacement Airframe (which shall comply with paragraph (b) below), and for each such Engine Engine, title to a Replacement Engine, in each case free and clear of all Liens other than Permitted Liens. If Lessee makes such election, but for any reason fails or is unable to effect such replacement within such time period and in compliance with the requirements set forth in Section 10.3, then Lessee shall be deemed to have initially made the election set forth in Section 10.1.2 with the effect that Lessee shall immediately pay, in the manner and in funds of the type specified in Section 3.3, the amounts required under, and in accordance with, Section 10.1.2. (b) Any such Replacement Airframe replacement airframe shall be an airframe that is the same model as the Airframe to be replaced thereby, or an improved model, and that has a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check), at least equal to the Airframe to be replaced thereby (assuming that such Airframe had been maintained in accordance with the this Lease) (a "Replacement Airframe"). Any such Replacement Engine shall meet the requirements of, and be conveyed by Lessee to Lessor in accordance with, Section 10.2 (other than the notice requirement set forth in Section 10.2.1).

Replacement of Airframe and Engines. (ai) If Lessee elects, in accordance with Section 10.1.11l(a), to replace the Airframe, and any Engines actually suffering the Event of LossCasualty Occurrence, then Lessee shall, as promptly as possible and in any event within 120 180 days after the occurrence of such Event of LossCasualty Occurrence, convey or cause to be conveyed to Lessor, in compliance with Section 10.3 11 (f) and as replacement for the Airframe, and any such Engine, title to a Replacement Airframe (which shall comply with paragraph (bii) below), and for each such Engine Engine, title to a Replacement Engine, in each case free and clear of all Liens other than Permitted LiensLiens permitted by Section 14. If Lessee makes such election, but for any reason fails or is unable to effect such replacement within such time period and in compliance with the requirements set forth in this Section 10.311 (c), then Lessee shall be deemed to have initially made the election set forth in Section 10.1.2 1l(b) with the effect that Lessee shall immediately pay, in the manner and in funds of the type specified in Section 3.34(b), the amounts required under, and in accordance with, Section 10.1.211(b)(i). (bii) Any such Replacement Airframe replacement airframe shall be an airframe that is the same model as the Airframe to be replaced thereby, or an improved model, and that has a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check), at least equal to the Airframe to be replaced thereby (assuming that such Airframe had been maintained in accordance with the this Lease) (a "Replacement Airframe"). Any such Replacement Engine shall meet the requirements of, and be conveyed by Lessee to Lessor in accordance with, Section 10.2 1 l(d) (other than the notice requirement set forth in Section 10.2.111 (d)(i)).

Replacement of Airframe and Engines. (ai) If Lessee Borrower elects, in accordance with Section 10.1.13.4(a), to replace the Airframe, and any Engines Engine actually suffering the Event of Loss, then Lessee Borrower shall, as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed subjected to Lessorthe Lien of this Agreement, in compliance with Section 10.3 3.4(e) and as replacement for the Airframe, and any such Engine, title to a Replacement Airframe (which shall comply with paragraph subparagraph (bii) below), and for each such Engine a Replacement Engine, in each case free and clear of all Liens other than Permitted Liens. If Lessee Borrower makes such election, but for any reason fails or is unable to effect such replacement within such time period and in compliance with the requirements set forth in Section 10.33.4(e), then Lessee Borrower shall be deemed to have initially made the election set forth in Section 10.1.2 3.4(b) with the effect that Lessee Borrower shall immediately pay, in the manner and in funds of the type specified in Section 3.32.2 of the Loan Agreement, the amounts required under, and in accordance with, Section 10.1.23.4(b). (bii) Any such Replacement Airframe shall be an airframe that is the same model as the Airframe to be replaced thereby, or an improved model, and that has a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check)life, at least equal to the Airframe to be replaced thereby (assuming that such Airframe airframe had been maintained in accordance with the Leasethis Agreement). Any such Replacement Engine shall meet the requirements of, and be conveyed by Lessee subjected to Lessor the Lien of this Agreement in accordance with, Section 10.2 3.4(d) (other than the notice requirement set forth in Section 10.2.13.4(d)(i)).

Replacement of Airframe and Engines. (a) If Lessee elects, in accordance with Section 10.1.1, to replace the Airframe, and any Engines actually suffering the Event of Loss, then Lessee shall, as promptly as possible and in any event within 120 180 days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, in compliance with Section 10.3 and as replacement for the Airframe, and any such Engine, title to a Replacement Airframe (which shall comply with paragraph (b) below), and for each such Engine a Replacement Engine, in each case free and clear of all Liens other than Permitted Liens. If Lessee makes such election, but for any reason fails or is unable to effect such replacement within such time period and in compliance with the requirements set forth in Section 10.3, then Lessee shall be deemed to have initially made the election set forth in Section 10.1.2 with the effect that Lessee shall immediately pay, in the manner and in funds of the type specified in Section 3.3, the amounts required under, and in accordance with, Section 10.1.2. (b) Any such Replacement Airframe shall be an airframe that is the same model as the Airframe to be replaced thereby, or an improved model, and that has a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check), at least equal to the Airframe to be replaced thereby (assuming that such Airframe had been maintained in accordance with the Lease). Any such Replacement Engine shall meet the requirements of, and be conveyed by Lessee to Lessor in accordance with, Section 10.2 (other than the notice requirement set forth in Section 10.2.1).

Replacement of Airframe and Engines. (a) If Lessee elects, in accordance with Section 10.1.1§ 9.1.1, to replace the Airframe, Airframe and any Engines actually Engine(s) suffering the Event of Loss, then Lessee shall, as promptly as possible and in any event within 120 180 days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, in compliance with Section 10.3 § 9.3 and as replacement for the Airframe, Airframe and any such EngineEngine(s), title to a Replacement Airframe (which shall comply with paragraph (b) below§ 9.1.3(b)), and for each such Engine a Replacement Engine, in each case free and clear of all Liens other than Permitted LiensLiens not of record. If Lessee makes such election, but for any reason fails or is unable to does not effect such replacement within such time period and in compliance with the requirements set forth in Section 10.3§ 9.3, then Lessee shall be deemed to have initially made the election set forth in Section 10.1.2 § 9.1.2 with the effect that Lessee shall immediately pay, in the manner and in funds of the type specified in Section § 3.3, the amounts required under, and in accordance with, Section 10.1.2§ 9.1.2. (b) Any such Replacement Airframe shall be an airframe that is the same model as the Airframe to be replaced thereby, or an improved model, and that has a value, utility utility, and remaining useful life (without regard to hours or cycles remaining until to the next regular maintenance check), ) at least equal to to, and is in at least as good operating condition as, the Airframe to be replaced thereby (assuming that such Airframe had been maintained was of the value and utility and in accordance with the Leasecondition and repair required by the terms hereof immediately prior to the occurrence of the Event of Loss). Any such Replacement Engine shall meet the requirements of, and be conveyed by Lessee to Lessor in accordance with, Section 10.2 § 9.2 (other than the notice requirement set forth in Section 10.2.1§ 9.2.1). (c) If Lessee elects, in accordance with § 9.1.1, to replace the Airframe and any Engine(s) suffering the Event of Loss, and has not effected such replacement within 60 days after the Event of Loss occurred, then Lessee shall immediately pay to Lessor the amounts required pursuant to § 9.1.2(a), to be *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC 1. If Lessee elects, under § 9.1.1, the replacement option in § 9.1.3, and pays the deposit required by the preceding sentence, and has not effected such replacement within 180 days, then Lessee shall be deemed to have originally elected the option set forth in § 9.1.2 and such deposit shall be applied to Lessee’s obligations under § 9.1.2, and Lessee shall pay any remaining amounts due under § 9.1.2.

Replacement of Airframe and Engines. (a) If Lessee elects, in accordance with Section 10.1.1, to replace the Airframe, and any Engines actually suffering the Event of Loss, then Lessee shall, as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, in compliance with Section 10.3 and as replacement for the Airframe, and any such Engine, title to a Replacement Airframe (which shall comply with paragraph (b) below), and for each such Engine a Replacement Engine, in each case free and clear of all Liens other than Permitted Liens. If Lessee makes such election, but for any reason fails or is unable to effect such replacement within such time period and in compliance with the requirements set forth in Section 10.3, then Lessee shall be deemed to have initially made the election set forth in Section 10.1.2 with the effect that Lessee shall immediately pay, in the manner and in funds of the type specified in Section 3.3, the amounts required under, and in accordance with, Section 10.1.2. (b) Any such Replacement Airframe shall be an airframe that is the same model as the Airframe to be replaced thereby, or an improved modelmodel that was placed in service in the same or later year as the Airframe being replaced, and that has a value, utility utility, modification status and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check), at least equal to the Airframe to be replaced thereby (assuming that such Airframe had been maintained in accordance with the Lease). Any such Replacement Engine shall meet the requirements of, and be conveyed by Lessee to Lessor in accordance with, Section 10.2 (other than the notice requirement set forth in Section 10.2.1).

Replacement of Airframe and Engines. (a) If Lessee elects, in accordance with Section 10.1.19.1.1, to replace the Airframe, and any Engines either Engine actually suffering the Event of Loss, then Lessee shall, as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, in compliance with Section 10.3 9.3 and as replacement for the Airframe, and any such Engine, title to a Replacement Airframe (which shall comply with paragraph (b) below), and for each such Engine a Replacement Engine, in each case free and clear of all Liens other than Permitted Liens. If Lessee makes such election, but for any reason fails or is unable to effect such replacement within such time period and in compliance with the requirements set forth in this Section 10.3and Section 9.3, then Lessee shall be deemed to have initially made the election set forth in Section 10.1.2 9.1.2 with the effect that Lessee shall immediately pay, in the manner and in funds of the type specified in Section 3.3, pay the amounts required under, and in accordance with, Section 10.1.29.1.2. (b) Any such Replacement Airframe shall be an airframe (A) that is the same model as the Airframe to be replaced thereby, or an improved model, manufactured by the Manufacturer no earlier than 12 months prior to the manufacture of the Airframe to be replaced thereby, and (B) that has a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check)life, at least equal to the Airframe to be replaced thereby (determined without regard to hours or cycles remaining until the next scheduled overhaul, but assuming that such the Airframe had been maintained in accordance with the this Lease). Any such Replacement Engine shall meet the requirements of, and be conveyed by Lessee to Lessor in accordance with, Section 10.2 9.2 (other than the notice requirement set forth in Section 10.2.19.2.1).

Replacement of Airframe and Engines. (a) If Lessee elects, in accordance with Section 10.1.1§ 9.1.1, to replace the Airframe, Airframe and any Engines actually Engine(s) suffering the Event of Loss, then Lessee shall, as promptly as possible and in any event within 120 180 days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, in compliance with Section 10.3 § 9.3 and as replacement for the Airframe, Airframe and any such EngineEngine(s), title to a Replacement Airframe (which shall comply with paragraph (b) below§ 9.1.3(b)), and for each such Engine a Replacement Engine, in each case free and clear of all Liens other than Permitted LiensLiens not of record. If Lessee makes such election, but for any reason fails or is unable to does not effect such replacement within such time period and in compliance with the requirements set forth in Section 10.3§ 9.3, then Lessee shall be deemed to have initially made the election set forth in Section 10.1.2 § 9.1.2 with the effect that Lessee shall immediately pay, in the manner and in funds of the type specified in Section § 3.3, the amounts required under, and in accordance with, Section 10.1.2§ 9.1.2. (b) Any such Replacement Airframe shall be an airframe that is the same model as the Airframe to be replaced thereby, or an improved model, and that has a value, utility utility, and remaining useful life (without regard to hours or cycles remaining until to the next regular maintenance check), ) at least equal to to, and is in at least as good operating condition as, the Airframe to be replaced thereby (assuming that such Airframe had been maintained was of the value and utility and in accordance with the Leasecondition and repair required by the terms hereof immediately prior to the occurrence of the Event of Loss). Any such Replacement Engine shall meet the requirements of, and be conveyed by Lessee to Lessor in accordance with, Section 10.2 § 9.2 (other than the notice requirement set forth in Section 10.2.1§ 9.2.1). (c) If Lessee elects, in accordance with § 9.1.1, to replace the Airframe and any Engine(s) suffering the Event of Loss, and has not effected such replacement within 60 days after the Event of Loss occurred, then Lessee shall immediately pay to Lessor the amounts required pursuant to § 9.1.2(a), to be held as security for Lessee’s obligations under this § 9. 1. If Lessee elects, under § 9.1. 1, the replacement option in § 9.1.3, and pays the deposit required by the preceding sentence, and has not effected such replacement within 180 days, then Lessee shall be deemed to have originally elected the option set forth in § 9.1.2 and such deposit shall be applied to Lessee’s obligations under § 9.1.2, and Lessee shall pay any remaining amounts due under § 9.1.2.

Replacement of Airframe and Engines. (a) If Lessee elects, in accordance with Section 10.1.1§ 9.1.1, to replace the Airframe, Airframe and any Engines actually Engine(s) suffering the Event of Loss, then Lessee shall, as promptly as possible and in any event within 120 180 days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, in compliance with Section 10.3 § 9.3 and as replacement for the Airframe, Airframe and any such EngineEngine(s), title to a Replacement Airframe (which shall comply with paragraph (b) below§ 9.1.3(b)), and for each such Engine a Replacement Engine, in each case free and clear of all Liens other than Permitted LiensLiens not of record. If Lessee makes such election, but for any reason fails or is unable to does not effect such replacement within such time period and in compliance with the requirements set forth in Section 10.3§ 9.3, then Lessee shall be deemed to have initially made the election set forth in Section 10.1.2 § 9.1.2 with the effect that Lessee shall immediately pay, in the manner and in funds of the type specified in Section § 3.3, the amounts required under, and in accordance with, Section 10.1.2§ 9.1.2. (b) Any such Replacement Airframe shall be an airframe that is the same model as the Airframe to be replaced thereby, or an improved model, and that has a value, utility utility, and remaining useful life (without regard to hours or cycles remaining until to the next regular maintenance check), ) at least equal to to, and [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. is in at least as good operating condition as, the Airframe to be replaced thereby (assuming that such Airframe had been maintained was of the value and utility and in accordance with the Leasecondition and repair required by the terms hereof immediately prior to the occurrence of the Event of Loss). Any such Replacement Engine shall meet the requirements of, and be conveyed by Lessee to Lessor in accordance with, Section 10.2 § 9.2 (other than the notice requirement set forth in Section 10.2.1§ 9.2.1). (c) If Lessee elects, in accordance with § 9.1.1, to replace the Airframe and any Engine(s) suffering the Event of Loss, and has not effected such replacement within 60 days after the Event of Loss occurred, then Lessee shall immediately pay to Lessor the amounts required pursuant to § 9.1.2(a), to be held as security for Lessee’s obligations under this § 9. 1. If Lessee elects, under § 9.1.1, the replacement option in § 9.1.3, and pays the deposit required by the preceding sentence, and has not effected such replacement within 180 days, then Lessee shall be deemed to have originally elected the option set forth in § 9.1.2 and such deposit shall be applied to Lessee’s obligations under § 9.1.2, and Lessee shall pay any remaining amounts due under § 9.1.2.

Replacement of Airframe and Engines. (a) If Lessee elects, in accordance with Section 10.1.1, to replace the Airframe, and any Engines actually suffering the Event of Loss, then Lessee shall, as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, in compliance with Section 10.3 and as replacement for the Airframe, and any such Engine, title to a Replacement Airframe (which shall comply with paragraph (b) below), and for each such Engine a Replacement Engine, in each case free and clear of all Liens other than Permitted Liens. If Lessee makes such election, but for any reason fails or is unable to effect such replacement within such time period and in compliance with the requirements set forth in Section 10.3, then Lessee shall be deemed to have initially made the election set forth in Section 10.1.2 with the effect that Lessee shall immediately pay, in the manner and in funds of the type specified in Section 3.3, the amounts required under, and in accordance with, Section 10.1.2.in (b) Any such Replacement Airframe shall be an airframe that is the same model as the Airframe to be replaced thereby, or an improved model, and that has a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check), at least equal to the Airframe to be replaced thereby (assuming that such Airframe had been maintained in accordance with the Lease). Any such Replacement Engine shall meet the requirements of, and be conveyed by Lessee to Lessor in accordance with, Section 10.2 (other than the notice requirement set forth in Section 10.2.1).