Common use of Replacement of Parts Clause in Contracts

Replacement of Parts. Owner, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.03 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner (or any Lessee) may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that Owner (or any Lessee), except as otherwise provided in paragraph (c) of this Section 7.03, will, at its own cost and expense, replace such Parts as promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in paragraph (c) of this Section 7.03, all Parts at any time removed from the Airframe or any Engine shall remain the property of Owner, no matter where located. Immediately upon any replacement part becoming incorporated or installed in or attached to the Airframe or any Engine as above provided, without further act (subject only to Permitted Liens and any pooling arrangement to the extent permitted by paragraph (b) of this Section 7.03 and except in the case of replacement property temporarily installed on an emergency basis), such replacement Part shall become subject to the Lien of this Indenture and be deemed part of the Airframe or such Engine for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine, and title to the replaced Part shall thereupon vest in Owner (or, if a Lease is then in effect, any Lessee), free and clear of the Lien of this Indenture and shall no longer be deemed a Part hereunder.

Replacement of Parts. OwnerThe Company, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in paragraph (cthis Section 2.03(A) or Section 2.03(D) of this Section 7.03 or if the Airframe or an Engine to which a Part relates has suffered an Event of LossSecurity Agreement. In addition, Owner All replacement parts (or any Lessee) may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that Owner (or any Lessee), except other than replacement parts temporarily installed as otherwise provided in paragraph (cSection 2.03(B) of this Section 7.03, will, at its own cost and expense, replace such Parts as promptly as practicable. All replacement Parts Security Agreement shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) Liens), and shall be in as good an operating condition ascondition, and shall have a value and utility at least substantially equal toto or greater than, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in paragraph (c) of this Section 7.03, all Security Agreement. All Parts at any time removed from the Airframe or any Engine shall remain the property of Ownerthe Company, no matter where located, until such time as such Parts shall be replaced by parts which meet the requirements for replacement Parts specified above. Immediately upon Upon any replacement part becoming incorporated or installed in or attached to the Airframe or any Engine as above providedEngine, without further act (subject only to Permitted Liens and any pooling arrangement to the extent permitted by paragraph (bSection 2.03(B) of this Section 7.03 and except in the case of replacement property temporarily installed on an emergency basisSecurity Agreement), (i) such replacement Part part shall become the property of the Company and shall become subject to the Lien of this Indenture Security Agreement and be deemed part of the Airframe or such Engine a Part for all purposes hereof of this Security Agreement to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine, Engine and title to (ii) the replaced Part shall thereupon vest in Owner (or, if a Lease is then in effect, any Lessee), free and clear of the Lien of this Indenture and shall no longer be deemed a Part hereunderunder this Security Agreement. Upon written request and at the Company's expense, the Agent shall execute and deliver to the Company such releases as the Company may reasonably request to effectuate the release contemplated in clause (ii) of the previous sentence. The Company may remove Parts which the Company determines in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or any Engine (each, an "Obsolete Part"), provided that (i) such removal is being applied by the Company on a fleet-wide basis and does not discriminate against the Aircraft to the extent applicable having regard to the fleet and equipment type and the age of the Aircraft and (ii) removal of any such Obsolete Parts shall not diminish the value, utility or remaining useful life of the Airframe or such Engine, or materially impair the condition or impair the airworthiness thereof, below the value, utility, condition, airworthiness or remaining useful life thereof immediately prior to such removal assuming the Airframe or such Engine was then of the value and utility and in the condition and airworthiness required to be maintained by the terms of this Security Agreement.

Replacement of Parts. OwnerExcept as otherwise provided in the proviso to the third sentence of Section 3.3(j), Grantor, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.03 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner (or any Lessee) may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, Grantor, at its own cost and expense, may remove any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that Owner (or any Lessee), except as otherwise provided in paragraph (c) of this Section 7.03, willGrantor, at its own cost and expense, shall, except as otherwise provided in the proviso to the third sentence of Section 3.3(j), replace such Parts as promptly as practicablepracticable with replacement Parts. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens and except in the case of replacement property temporarily installed on an emergency basis) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except in respect of any Part that Grantor may remove from an Airframe, an Engine, a Rotor, or a Rotor Blade as otherwise provided in paragraph (c) the proviso to the third sentence of this Section 7.033.3(j), all Parts at any time removed from the Airframe an Airframe, an Engine, a Rotor, or any Engine a Rotor Blade shall remain the property of OwnerGrantor and subject to this Agreement, no matter where located, until such time as such Parts shall be replaced by Parts that have been incorporated or installed in or attached to an Airframe, Engine, a Rotor, or a Rotor Blade and that meet the requirements for replacement Parts specified in the first paragraph of this Section 3.3(h). Immediately upon any replacement part Part becoming incorporated or installed in or attached to the Airframe an Airframe, Engine, Rotor, or any Engine a Rotor Blade as above providedprovided in this Section 3.3(h), without further act act, (subject only to Permitted Liens and any pooling arrangement i) title to the extent permitted by paragraph replaced Part shall be free and clear of all rights of Collateral Agent and such Part shall no longer be deemed a Part hereunder; (bii) of this Section 7.03 title to such replacement Part shall thereupon vest in Grantor; and except in the case of replacement property temporarily installed on an emergency basis), (iii) such replacement Part shall become subject to the Lien of this Indenture Agreement and be deemed part of such Airframe, Engine, Rotor, or Rotor Blade as the Airframe or such Engine case may be, for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Airframe, Engine, and title to the replaced Part shall thereupon vest in Owner (orRotor, if a Lease is then in effect, any Lessee), free and clear of the Lien of this Indenture and shall no longer be deemed a Part hereunderor Rotor Blade.

Replacement of Parts. OwnerSuch Grantor, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.03 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner (or any Lessee) may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that Owner (or any Lessee3.2(c), except as otherwise provided in paragraph (c) of this Section 7.03, will, at its own cost and expense, replace such Parts as promptly as practicable. All replacement Parts shall be owned by such Grantor free and clear of all Liens (except for the First Lien and other Permitted Liens Liens, pooling arrangements permitted by Section 3.2(b) hereof and except in the case of replacement property Parts temporarily installed on an emergency basis) and shall be in as good operating condition ascondition, and shall have a value and utility at least equal to, to the Parts replaced replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in paragraph (c) of this Section 7.03, all All Parts at any time removed from the Airframe any Airframe, any Engine, any Propeller or any Spare Engine shall remain the property of Ownersuch Grantor and subject to the Lien of the Security Documents, no matter where located, until such time as such Parts shall be replaced by Parts which meet the requirements for replacement Parts specified above as certified to the Collateral Agent by an Officer’s Certificate from such Grantor. Immediately upon any replacement part Part becoming incorporated or installed in or attached to the Airframe any Airframe, any Engine, any Propeller or any Engine as above providedSpare Engine, without further act (subject only to the First Lien and other Permitted Liens and any pooling arrangement to the extent permitted by paragraph (bSection 3.2(b) of this Section 7.03 hereof and except in the case of any replacement property Part temporarily installed on an emergency basis), (i) such replacement Part shall become the property of such Grantor and subject to the Lien of this Indenture the Security Documents and be deemed part of the Airframe or such Engine a Part for all purposes hereof to the same extent as the Parts Part originally incorporated or installed in or attached to the Airframe or such Airframe, such Engine, such Propeller or such Spare Engine and title to (ii) the replaced Part shall thereupon vest in Owner (or, if a Lease is then in effect, any Lessee), be free and clear of all rights of the Lien of this Indenture Collateral Agent and shall no longer be deemed a Part or Spare Part hereunder.

Replacement of Parts. OwnerGreat Lakes, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.03 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner (or any Lessee) may, at its own cost and expense, Great Lakes may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use, ; provided that Owner (or any Lessee), except as otherwise provided in paragraph (c) of this Section 7.03, will, at its own cost and expense, replace Great Lakes replaces such Parts as promptly as practicable. All replacement Parts shall be owned by Great Lakes free and clear of all Liens (except for Permitted Liens Encumbrances and except in the case of replacement property parts temporarily installed on an emergency basis) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in paragraph (c) of this Section 7.03, all All Parts at any time removed from the Airframe any Airframe, Engine, Spare Engine, Propeller or any Engine Spare Propeller shall remain the property of OwnerGreat Lakes and subject to the Lien of this Mortgage, no matter where located, until such time as such Parts shall be replaced by Parts which meet the requirements for replacement Parts specified herein. Immediately upon any replacement part Part becoming incorporated or installed in or attached to the Airframe applicable Airframe, Engine, Spare Engine, Propeller, or any Engine as above provided, Spare Propeller without further act (subject only to Permitted Liens and any pooling arrangement to the extent permitted by paragraph (b) of this Section 7.03 Encumbrances and except in the case of replacement property parts temporarily installed on an emergency basis), such replacement Part shall become the property of Great Lakes and subject to the Lien of this Indenture Mortgage and be deemed part of the Airframe or such Engine a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Airframe, Engine, Spare Engine, Propeller or Spare Propeller and title to the replaced Part shall thereupon vest in Owner (or, if a Lease is then in effect, any Lessee), be free and clear of all rights of the Lien of this Indenture Collateral Agent hereunder and shall no longer be deemed a Part hereunder. Upon request of Great Lakes from time to time, Collateral Agent shall, at the sole cost and expense of Great Lakes, execute and deliver to Great Lakes an appropriate instrument confirming the release of any such replaced Part from the Lien of this Mortgage.

Replacement of Parts. OwnerThe Grantor, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.03 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner (or any Lessee) may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that Owner (or any Lessee2.02(c), except as otherwise provided in paragraph (c) of this Section 7.03, will, at its own cost and expense, replace such Parts as promptly as practicable. All replacement Parts shall be owned by the Grantor free and clear of all Liens (except for Permitted Liens Liens, pooling arrangements permitted by Section 2.02(b) hereof and except in the case of replacement property parts temporarily installed on an emergency basis) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in paragraph (c) of this Section 7.03, all All Parts at any time removed from the Airframe or any Engine shall remain the property of Ownerthe Grantor and subject to the Lien of this Mortgage, no matter where located, and shall be used, maintained, overhauled and/or repaired, as the case may be, in accordance with Section 2.06(c) hereof. Immediately upon any replacement part Part becoming incorporated or installed in or attached to the Airframe or any Engine as above providedan Engine, without further act (subject only to Permitted Liens and any pooling arrangement to the extent permitted by paragraph (bSection 2.02(b) of this Section 7.03 hereof and except in the case of replacement property parts temporarily installed on an emergency basis), such replacement Part shall become the property of the Grantor and subject to the Lien of this Indenture Mortgage and be deemed part of the Airframe or such Engine a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine, and title to the replaced Part shall thereupon vest in Owner (or, if a Lease is then in effect, any Lessee), free and clear of the Lien of this Indenture and shall no longer be deemed a Part hereunder.

Replacement of Parts. OwnerThe Company, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.03 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner (or any Lessee) may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that Owner (or any Lessee2.02(c), except as otherwise provided in paragraph (c) of this Section 7.03, will, at its own cost and expense, replace such Parts as promptly as practicable. All replacement Parts shall be owned by the Company free and clear of all Liens (except for Permitted Liens Liens, pooling arrangements permitted by Section 2.02(b) hereof and except in the case of replacement property Parts temporarily installed on an emergency basis) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in paragraph (c) of this Section 7.03, all All Parts at any time removed from the Airframe any Airframe, any Engine, any Propeller or any Spare Engine shall remain the property of Ownerthe Company and subject to the Lien of the Security Documents, no matter where located, until such time as such Parts shall be replaced by Parts which meet the requirements for replacement Parts specified above as certified to the Collateral Agent by an Officer's Certificate from the Company. Immediately upon any replacement part Part becoming incorporated or installed in or attached to the Airframe any Airframe, any Engine, any Propeller or any Engine as above providedSpare Engine, without further act (subject only to Permitted Liens and any pooling arrangement to the extent permitted by paragraph (bSection 2.02(b) of this Section 7.03 hereof and except in the case of any replacement property Part temporarily installed on an emergency basis), (i) such replacement Part shall become the property of the Company and subject to the Lien of this Indenture the Security Documents and be deemed part of the Airframe or such Engine a Part for all purposes hereof to the same extent as the Parts Part originally incorporated or installed in or attached to the Airframe or such Airframe, such Engine, such Propeller or such Spare Engine and title to (ii) the replaced Part shall thereupon vest in Owner (or, if a Lease is then in effect, any Lessee), be free and clear of all rights of the Lien of this Indenture Collateral Agent and shall no longer be deemed a Part or Spare Part hereunder.

Replacement of Parts. OwnerLessee, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.03 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner (or any Lessee) may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that Owner (or any Lessee8(c), except as otherwise provided in paragraph (c) of this Section 7.03, will, at its own cost and expense, replace such Parts as promptly as practicable. All replacement Parts shall be owned by Lessee free and clear of all Liens (except for Permitted Liens or pooling arrangements permitted by Section 8(b) hereof and except in the case of replacement property Parts temporarily installed on an emergency basis) -29- and shall be in as good an operating condition as, as and shall have a value value, utility and utility at least remaining useful life substantially equal to, to the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except All Parts (other than Obsolete Parts, as otherwise provided in paragraph (cdefined below) of this Section 7.03, all Parts at any time removed from the Airframe or any Engine shall remain the property of OwnerLessor, no matter where located, until such time as such Parts shall be replaced by Parts which meet the requirements for replacement Parts specified above. Immediately upon any replacement part Part becoming incorporated or installed in or attached to the Airframe or any Engine as above providedEngine, without further act (subject only to Permitted Liens and any pooling arrangement to the extent permitted by paragraph (bSection 8(b) of this Section 7.03 hereof and except in the case of replacement property Parts temporarily installed on an emergency basis), (i) such replacement Part shall become the property of Lessor and shall become subject to the Lien of this Indenture Lease and be deemed part of the Airframe or such Engine a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine, Engine and title to (ii) the replaced Part shall thereupon vest in Owner (or, if a Lease is then in effect, any Lessee), free and clear no longer be the property of the Lien of this Indenture Lessor and shall no longer be deemed a Part hereunder.

Replacement of Parts. OwnerGrantors, at its their own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.03 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss2.02(c). In addition, Owner a Grantor (or any Permitted Lessee) may, at its own cost and expense, may remove in the ordinary course of maintenance, service, repair, overhaul or testing, any PartsPart, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently rendered unfit for use, ; provided that Owner such Grantor (or any Permitted Lessee), except as otherwise provided in paragraph (c) of this Section 7.032.02(c), will, at its own cost and expense, replace replaces such Parts Part as promptly as practicable. All replacement Parts shall be owned by a Grantor free and clear of all Liens (except for Permitted Liens Collateral Liens, pooling arrangements permitted by Section 2.02(b) hereof and except in the case of replacement property parts temporarily installed on an emergency basis) and shall be in as good operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in paragraph (c) of this Section 7.03, all All Parts at any time removed from the Airframe any Airframe, Engine or any Spare Engine shall remain the property of Ownera Grantor and subject to the Lien of this Mortgage, no matter where located, until such time as such Parts shall be replaced by Parts which meet the requirements for replacement Parts specified herein. Immediately upon any replacement part Part becoming incorporated or installed in or attached to the Airframe applicable Airframe, Engine or any Engine as above providedSpare Engine, without further act (subject only to Permitted Collateral Liens and any pooling arrangement to the extent permitted by paragraph (bSection 2.02(b) of this Section 7.03 hereof and except in the case of replacement property parts temporarily installed on an emergency basis), such replacement Part shall become the property of a Grantor and subject to the Lien of this Indenture Mortgage and be deemed part of the Airframe or such Engine a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe such Airframe, Engine or such Engine, Spare Engine and title to the replaced Part Part, without further act, shall thereupon vest in Owner (or, if a Lease is then in effect, any Lessee), be free and clear of all rights of the Lien of this Indenture Administrative Agent hereunder and shall no longer be deemed a Part hereunderhereunder and shall no longer be subject to the Lien of this Mortgage. Upon request of a Grantor from time to time, the Administrative Agent shall execute and deliver to such Grantor an appropriate instrument confirming the release of any such replaced Part from the Lien of this Mortgage.

Replacement of Parts. OwnerThe Grantors, at its their own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any associated with an Engine and which that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.03 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner (or any Lessee) may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that Owner (or any Lessee2.01(g), except as otherwise provided in paragraph (c) of this Section 7.03, will, at its own cost and expense, replace such Parts as promptly as practicable. All replacement Parts shall be owned by the Grantors free and clear of all Liens (except for Permitted Liens Liens, pooling arrangements permitted by Section 2.01(f) hereof and except in the case of replacement property parts temporarily installed on an emergency basis) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in paragraph (c) of this Section 7.03, all All Parts at any time removed from the Airframe or any Engine shall remain the property of Ownerthe Grantors and subject to the Lien of this Mortgage, no matter where located, and shall be used, maintained, overhauled and/or repaired, as the case may be, in accordance with Section 2.02(c) hereof. Immediately upon any replacement part Part becoming incorporated or installed in or attached to the Airframe or any Engine as above providedan Engine, without further act (subject only to Permitted Liens and any pooling arrangement to the extent permitted by paragraph (b) of this Section 7.03 2.01(0 hereof and except in the case of replacement property parts temporarily installed on an emergency basis), such replacement Part shall become the property of the Grantors and subject to the Lien of this Indenture Mortgage and be deemed part of the Airframe or such Engine a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or such Engine, and title to . The Grantors will notify the replaced Part shall thereupon vest in Owner Collateral Agent within five (or, if a Lease is then in effect, 5) Business Days after any Lessee), free and clear of the Lien of this Indenture and shall no longer be deemed a Part hereunderPMA Parts are installed on any Engine.

Replacement of Parts. OwnerThe Company, at its own cost and expense, will promptly replace or cause to be replaced all Parts which may from time to time be incorporated or installed in or attached to the Airframe or any of each Spare Engine and which that may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever, except as otherwise provided in paragraph (c) of this Section 7.03 or if the Airframe or an Engine to which a Part relates has suffered an Event of Loss. In addition, Owner (or any Lessee) may, at its own cost and expense, remove in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use, provided that Owner (or any LesseeSECTION 2.02(C), except as otherwise provided in paragraph (c) of this Section 7.03, will, at its own cost and expense, replace such Parts as promptly as practicable. All replacement Parts parts shall be owned by the Company free and clear of all Liens (except for Permitted Liens Liens, pooling arrangements permitted by SECTION 2.02(B) hereof and except in the case of replacement property parts temporarily installed on an emergency basis) and shall be in as good an operating condition as, and shall have a value and utility at least equal to, the Parts replaced assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. Except as otherwise provided in paragraph (c) of this Section 7.03, all All Parts at any time removed from the Airframe or any Spare Engine shall remain the property of Ownerthe Company and subject to the Lien of the Security Documents, no matter where located, until such time as such Parts shall be replaced by parts which meet the requirements for replacement parts specified above. Immediately upon any replacement part becoming incorporated or installed in or attached to the Airframe or any Engine as above providedSpare Engine, without further act (subject only to Permitted Liens and any pooling arrangement to the extent permitted by paragraph (bSECTION 2.02(B) of this Section 7.03 hereof and except in the case of any replacement property part temporarily installed on an emergency basis), (i) such replacement Part part shall become the property of the Company and subject to the Lien of this Indenture the Security Documents and be deemed part of the Airframe or such Engine a Part for all purposes hereof to the same extent as the Parts Part originally incorporated or installed in or attached to the Airframe or such Engine, Spare Engine and title to (ii) the replaced Part shall thereupon vest in Owner (or, if a Lease is then in effect, any Lessee), be free and clear of all rights of the Lien of this Indenture Collateral Agent and shall no longer be deemed a Part hereunder.