Common use of Permanent Replacement Clause in Contracts

Permanent Replacement. Sublessee may, with prior written notice to Sublessor of at least [***]days, and subject to the satisfaction of the terms and conditions of this Section permanently replace an Engine that has not suffered a Total Loss or a Part. Where Sublessee permanently replaces an Engine or a Part: (a) in the case of an Engine, it must be a Replacement Engine; (b) in the case of a Part, the replacement part must be an Manufacturer approved Part (except as set forth in Section 6.3), be in good operating condition, must not have been involved in any accident or incident, must not have been installed on an aircraft registered on a military aircraft register, must have as much useful life available until the next expected maintenance procedure, must be of the same or a more advanced Manufacturer configuration status, make and model as the Part it is replacing and it must otherwise be of an equivalent value and utility as the Part it is replacing; (c) the Replacement Engine or replacement part must have become and remain, until replaced in accordance with this Section 6.2, the property of Head Lessor free from Liens (other than Permitted Liens), and subjected to the lien of any applicable Financing Documents and the rights of any Financing Parties; (d) Sublessee must have full details of the source and maintenance records of the Replacement Engine or replacement part. In the case of replacement serialized parts, documentation shall be back to birth and in the case of serialized rotable parts, shall include a complete service history; and (e) Sublessee shall comply with the requirements of Section 6.2.6, and at Sublessor’s expense, any requirements under the Financing Documents in connection with any such replacement including to provide such legal opinions and other documents as may be required under such Financing Documents.

Permanent Replacement. Sublessee mayIf Lessee permanently replaces the Engine (which, with prior written notice to Sublessor for the avoidance of at least [***]daysdoubt, and shall only be permitted in an Event of Loss) or a Part, subject to the satisfaction of the any additional applicable terms and conditions of this Section permanently replace an Engine that has not suffered a Total Loss or a Part. Where Sublessee permanently replaces an Engine or a Partin the Lease: (ai) in the case of an the Engine, it the Replacement Engine must comply with any additional requirements set forth in the Engine Lease Agreement, must be of the same manufacturer and model, or at Lessee’s option an engine of an improved model, and have equivalent or better remaining useful life and modification status as the Engine it replaces, otherwise be of an equivalent or better value and utility and be suitable for installation and use on a Replacement EngineRelated Airframe Type without impairing the value or utility of the Related Airframe Type, all as confirmed by Lessor (acting reasonably and in good faith) through an inspection of the engine that is proposed by Lessee as the replacement; (bii) in the case of a Part, the replacement part Part must be an Manufacturer OEM approved Part (except as set forth in Section 6.3)Part, be in as good operating condition, must not have been involved damaged in any accident “accident” or “incident” within the meaning of 49 CFR §830.2 (as in force and effect on the date hereof), must not have been installed on an aircraft registered on a military aircraft register, must have as much useful life available until the next expected maintenance procedure, must be of the same or a more advanced Manufacturer configuration status, make and model and of the same interchangeable modification status as the Part it is replacing and it must otherwise be of an equivalent or better value and utility as the Part it is replacingreplacing (provided, however, that no Default shall be deemed to have occurred in respect of Lessee’s installation of a replacement Part that was damaged in any such accident or incident or previously installed on an aircraft registered on a military aircraft register so long as (A) at the time of installation Lessee did not actually know and in the exercise of ordinary care should not have known of such history, and (B) promptly (and in any event within thirty (30) days) following the earlier of discovery by Lessee of such history or demand by Lessor, Lessee removes such Part and replaces it with a complying Part); (ciii) the Replacement Engine or replacement part Part must have become in accordance with Section 8.13 (Title on an Equipment Change) below and remain, until replaced in accordance with this Section 6.2Section, the property of Head Lessor Owner free from Liens Security Interests (other than Permitted Liens), and subjected to the lien of any applicable Financing Documents and the rights of any Financing Parties;; and (div) Sublessee Lessee must have full details of the source and maintenance records of the Replacement Engine or replacement part. In the case of replacement serialized parts, documentation shall be back to birth Part and in the case of serialized rotable parts, shall include also have a complete service history; and (e) Sublessee shall comply history in accordance with the requirements of Section 6.2.6, applicable FAA Laws and at Sublessor’s expense, any requirements under the Financing Documents in connection with any such replacement including to provide such legal opinions and other documents as may be required under such Financing DocumentsRegulations.