Common use of Replacement Engine Clause in Contracts

Replacement Engine. (a) If at any time and from time to time, the Engine may, or may be required to, be replaced under Section 6(a) or 11(a) of the Lease by a Replacement Engine, as the case may be, in accordance with the provisions of this Section 5.06 and the provisions of said Sections of the Lease, the Owner Trustee shall, at such time or times, but subject to compliance with the conditions to such replacement set forth in the Lease, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing the 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: (1) A written request from the Owner Trustee, requesting such release and specifically describing the Engine so to be released and the Replacement Engine. (2) A certificate signed by a duly authorized officer of the Lessee stating the following: A. [Intentionally reserved] B. With respect to the replacement of the Engine: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; Trust Indenture (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will hold title to the Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good operating condition, and that the Replacement Engine is the same or an improved model as the Engine; (iv) the value, remaining useful life and utility of the Replacement Engine as of the date of such certificate (which value, remaining useful life and utility shall not be less than the then value, remaining useful life and utility of the Engine, assuming the Engine was in the condition and repair required to be maintained under the Lease (but without regard to hours and cycles until overhaul)); (v) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of the Replacement Engine; and (vi) that each of the conditions specified in Section 11(b) of the Lease with respect to the Replacement Engine have been satisfied. (3) The appropriate instrument or instruments (i) transferring to the Owner Trustee title to the Replacement Engine to be received as consideration for the Engine, (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Engine (if any) (which warranties may be assigned by the Owner Trustee to Lessee pursuant to Section 5(d) of the Lease), and (iii) subjecting such Replacement Engine to the Lien of this Indenture and subjecting to any relevant Assigned Sublease and Sublease Assignment, including, without limitation, an Indenture Supplement. (4) [Intentionally reserved] (5) The opinion of counsel to the Lessee, satisfactory to the Indenture Trustee, stating that: (i) the certificates, opinions and other instruments and/or property that have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed Trust Indenture

Replacement Engine. (a) If at any time and from time to time, the Engine may, or may be required to, be replaced under Section 6(a) or 11(a) of the Lease by a Replacement Engine, as the case may be, in accordance with the provisions of this Section 5.06 and the provisions of said Sections of the Lease, the Owner Trustee shall, at such time or times, but subject to compliance with the conditions to such replacement set forth in the Lease, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing the 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: (1) A written request from the Owner Trustee, requesting such release and specifically describing the Engine so to be released and the Replacement Engine. (2) A certificate signed by a duly authorized officer of the Lessee stating the following: A. [Intentionally reservedomitted] B. With respect to the replacement of the Engine: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; Trust Indenture; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will hold title to the Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good operating condition, and that the Replacement Engine is the same or an improved model as the Engine; (iv) the value, remaining useful life and utility of the Replacement Engine as of the date of such certificate (which value, remaining useful life and utility shall not be less than the then value, remaining useful life and utility Trust Indenture 73 - 68 - of the Engine, assuming the Engine was in the condition and repair required to be maintained under the Lease (but without regard to hours and cycles until overhaul)); (v) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of the Replacement Engine; and (vi) that each of the conditions specified in Section 11(b) of the Lease with respect to the Replacement Engine have been satisfied. (3) The appropriate instrument or instruments (i) transferring to the Owner Trustee title to the Replacement Engine to be received as consideration for the Engine, (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Engine (if any) (which warranties may be assigned by the Owner Trustee to Lessee pursuant to Section 5(d) of the Lease), and (iii) subjecting such Replacement Engine to the Lien of this Indenture and subjecting to any relevant Assigned Sublease and Sublease Assignment, including, without limitation, an Indenture Supplement. (4) [Intentionally reservedomitted] (5) The opinion of counsel to the Lessee, satisfactory to the Indenture Trustee, stating that: (i) the certificates, opinions and other instruments and/or property that have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; (ii) the Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting the Replacement Engine to the Lien of this Indenture and the Lease, and subjecting to any relevant Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the perfection and the effect of perfection or non-perfection of a security interest in the Engine or the Lien of this Indenture, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the establishment of title and Trust Indenture perfection and the effect of perfection or non-perfection of a security interest in such Replacement Engine or the Lien of this Indenture are governed by the laws of a jurisdiction other than the United States, in such jurisdiction, the legal title to such Replacement Engine and the Lien of this Indenture on such Replacement Engine; and (iii) the Owner Trustee and the Indenture Trustee (as assignee of the Owner Trustee's rights under the Lease) shall be entitled to the benefits and protections of Section 1110 of the Bankruptcy Code with respect to the Replacement Engine. (b) Upon the acquisition by the Owner Trustee of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act become subject to the Lien of this Indenture, and to the extent the Owner Trustee is divested of title to or other interest in any Part under and as provided in the Lease, the same shall automatically and without further act cease to be subject to the Lien of this Indenture. The Indenture Trustee shall at any time and from time to time at the request of the Lessee execute an appropriate written instrument or instruments to confirm the release of any Part from the Lien of this Indenture as provided in this Section 5.06(b), but only upon receipt by the Indenture Trustee of an Officers' Certificate of Lessee confirming such release is authorized by the terms hereof.

Replacement Engine. (a) If at any time and from time to time, the Engine may, or may be required to, be replaced under Section 6(a) or 11(a) of the Lease by a Replacement Engine, as the case may be, in accordance with the provisions of this Section 5.06 and the provisions of said Sections of the Lease, the Owner Trustee shall, at such time or times, but subject to compliance with the conditions to such replacement set forth in the Lease, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing the 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: (1) A written request from the Owner Trustee, requesting such release and specifically describing the Engine so to be released and the Replacement Engine. (2) A certificate signed by a duly authorized officer of the Lessee stating the following: A. [Intentionally reserved] B. With respect to the replacement of the Engine: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; Trust Indenture; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will hold title to the Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good operating condition, and that the Replacement Engine is the same or an improved model as the Engine; (iv) the value, remaining useful life and utility of the Replacement Engine as of the date of such certificate (which value, remaining useful life and utility shall not be less than the then value, remaining useful life and utility of the Engine, assuming the Engine was in the condition and repair required to be maintained under the Lease (but without regard to hours and cycles until overhaul)); (v) that no Lease Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of the Replacement Engine; and (vi) that each of the conditions specified in Section 11(b) of the Lease with respect to the Replacement Engine have been satisfied. (3) The appropriate instrument or instruments (i) transferring to the Owner Trustee title to the Replacement Engine to be received as consideration for the Engine, (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Engine (if any) (which warranties may be assigned by the Owner Trustee to Lessee pursuant to Section 5(d) of the Lease), and (iii) subjecting such Replacement Engine to the Lien of this Indenture and subjecting to any relevant Assigned Sublease and Sublease Assignment, including, without limitation, an Indenture Supplement. (4) [Intentionally reserved] (5) The opinion of counsel to the Lessee, satisfactory to the Indenture Trustee, stating that: (i) the certificates, opinions and other instruments and/or property that have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed Trust Indenture