Common use of Engine Event of Loss Clause in Contracts

Engine Event of Loss. From the Delivery Date upon an Engine Event of Loss, Lessee shall give Lessor prompt written notice thereof and shall, within * days after such occurrence, convey to Lessor, as replacement for the Engine suffering such event, title to a Replacement Engine. Each Replacement Engine shall be free of all Security Interests and shall be in as good an operating condition as the Engine being replaced, assuming the Engine being replaced was in the condition and repair required by the terms hereof immediately prior to the Engine Event of Loss. Upon full compliance by Lessee with the terms of this Clause 11.1(c), Lessor will transfer to Lessee title to the Engine which suffered the Engine Event of Loss. Prior to or at the time of any such conveyance, Lessee, at its own expense, will promptly (i) furnish Lessor with a full warranty xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Replacement Engine; (ii) cause a lease supplement (in form and substance satisfactory to Lessor) subjecting such Replacement Engine to this Agreement, to be duly executed by Lessee, and recorded pursuant to applicable Law; (iii) furnish Lessor with such evidence of title to such Replacement Engine as Lessor may reasonably request; (iv) furnish Lessor with an opinion of Lessee's counsel to the effect that title to such Replacement Engine has been duly conveyed to Lessor subject to this Agreement, free and clear of all Security Interests, and that such Replacement Engine is duly leased hereunder; (v) furnish a certificate signed by a duly authorized financial officer or executive of Lessee certifying that, upon consummation of such replacement, no Event of Default will have occurred or be continuing; (vi) furnish Lessor with such documents as Lessor may reasonably request in connection with the consummation of the transactions contemplated by this Clause 11.1(c), in each case in form and substance satisfactory to Lessor; and (vii) furnish such Financing Statements incorporating the Replacement Engine as may be requested by Lessor. For all purposes hereof, each such Replacement Engine shall be deemed part of the property leased hereunder, shall be deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereof. No Engine Event of Loss covered by this Clause 11.1(c) shall result in any reduction in Rent or affect Lessee's obligation to pay Engine Supplemental Rent or the amount thereof to be paid by Lessee. Lessee shall indemnify each Indemnitee on an After-Tax Basis for any adverse tax consequence to such Indemnitee of the replacement of one or more Engines pursuant to this Clause 11.1.

Engine Event of Loss. From the Delivery Date upon If an Event of Loss shall occur with respect to an Engine when not installed on the Airframe, the Lessee will forthwith notify the Lessor thereof in writing and will, not later than 30 days after the occurrence of such Event of Loss, Lessee shall give Lessor prompt written notice thereof and shall, within * days after such occurrence, duly convey to the Lessor (or cause to be conveyed to the Lessor), as replacement for the Engine suffering such eventEngine, title to a Replacement Engine. Each Replacement Engine another engine of the same make and model which shall be owned by the Lessee free of all Security Interests Liens other than Permitted Liens and shall shall, in the opinion of the Lessor, have a value and utility at least equal to (and be in as good an operating condition as the as) such Engine being replaced, assuming the Engine being replaced was in the condition and repair required by the terms hereof immediately prior to the Engine such Event of Loss. Upon full , assuming compliance by the Lessee with all of the terms of this Clause 11.1(c), Lessor will transfer to Lessee title to the Engine which suffered the Engine Event of Loss. Prior to or at the time of any such conveyance, Lessee, at its own expense, will promptly (i) furnish Lessor with a full warranty xxxx of sale, in form and substance reasonably satisfactory to Lessor, Lease with respect to such Replacement Engine. At the time of such conveyance the Lessee will (i) cause to be delivered to the Lessor a favorable opinion of counsel for the Lessee reasonably acceptable to the Lessor to the effect that the Lessor has acquired full title to such replacement engine free and clear of all Liens except for Permitted Liens and that such replacement engine is duly subjected to this Lease; (ii) cause a lease supplement (in form Lease Supplement and substance satisfactory to Lessor) subjecting such Replacement Engine to this Agreement, Receipt to be duly executed by Lessee, Lessee and recorded to be filed for recording pursuant to applicable Law; the Aviation Law and (iii) furnish cause to be delivered to the Lessor evidence satisfactory to the Lessor as to the due compliance by the Lessee with the insurance provisions of Section 10 hereof with respect to such evidence replacement engine. Upon compliance by the Lessee with the foregoing terms of this subsection within the 30-day period referred to above, the Lessor will (A) upon request by the insurers of such Engine transfer title to such Replacement insurers of the Engine as so replaced without any recourse, representation or warranty on the part of the Lessor may reasonably request; (iv) furnish Lessor with an opinion of Lessee's counsel to the effect except that title to such Replacement Engine has been duly conveyed to Lessor subject to this Agreement, is free and clear of all Security Interests, and that such Replacement Engine is duly leased hereunder; (v) furnish a certificate signed by a duly authorized financial officer or executive of Lessee certifying that, upon consummation of such replacement, no Event of Default will have occurred or be continuing; (vi) furnish Lessor with such documents as Lessor may reasonably request in connection with the consummation any of the transactions contemplated by this Clause 11.1(c)Lessor Liens and (B) execute and deliver to the Lessee a partial release, in each case in form and substance satisfactory to Lessor; and (vii) furnish recordable form, releasing such Financing Statements incorporating the Replacement Engine as may be requested by Lessorfrom this Lease. For all purposes hereof, each such Replacement Engine Such replacement engine shall be deemed part of the property leased hereunder, shall be deemed thereupon constitute an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereof. No Engine Event of Loss covered by this Clause 11.1(c) shall result in any reduction in Rent or affect Lessee's obligation to pay Engine Supplemental Rent or the amount thereof to be paid by Lessee. Lessee shall indemnify each Indemnitee on an After-Tax Basis for any adverse tax consequence to such Indemnitee of the replacement of one or more Engines pursuant to this Clause 11.1all purposes hereof.

Engine Event of Loss. From the Delivery Date upon If an Event of Loss shall occur with respect to an Engine but not the Airframe, the Lessee will forthwith notify the Lessor thereof in writing and will, not later than 60 days after the occurrence of such Event of Loss, Lessee shall give Lessor prompt written notice thereof and shall, within * days after such occurrence, duly convey to the Lessor (or cause to be conveyed to the Lessor), as replacement for the Engine suffering such eventEngine, title to a Replacement Engine. Each Replacement Engine another engine of the same make and model which shall be owned by the Lessee free of all Security Interests Liens other than Permitted Liens and shall shall, in the opinion of the Lessor, have a value and utility at least equal to (and be in as good an operating condition as the as) such Engine being replaced, assuming the Engine being replaced was in the condition and repair required by the terms hereof immediately prior to the Engine such Event of Loss. Upon full , assuming compliance by the Lessee with all of the terms of this Clause 11.1(c), Lessor will transfer to Lessee title to the Engine which suffered the Engine Event of Loss. Prior to or at the time of any such conveyance, Lessee, at its own expense, will promptly (i) furnish Lessor with a full warranty xxxx of sale, in form and substance reasonably satisfactory to Lessor, Lease with respect to such Replacement Engine. At the time of such conveyance the Lessee will (i) cause to be delivered to the Lessor a written warranty reasonably acceptable to the Lessor to the effect that the Lessor has acquired full title to such replacement engine free and clear of all Liens except for Permitted Liens and that such replacement engine is duly subjected to this Lease; (ii) cause a lease supplement (in form and substance satisfactory to Lessor) subjecting receipt for such Replacement Engine to this Agreement, replacement engine to be duly executed by Lessee, Lessee and recorded to be filed for recording pursuant to applicable Law; the Aviation Law and (iii) furnish cause to be delivered to the Lessor evidence satisfactory to the Lessor as to the due compliance by the Lessee with the insurance provisions of Section 10 hereof with respect to such evidence replacement engine. Upon compliance by the Lessee with the foregoing terms of this subsection (b) within the 60-day period referred to above, the Lessor will (A) upon request by the insurers of such Engine transfer title to Lessee of the Engine so replaced without any recourse, representation or warranty on the part of the Lessor except that such Replacement Engine as Lessor may reasonably request; (iv) furnish Lessor with an opinion of Lessee's counsel to the effect that title to such Replacement Engine has been duly conveyed to Lessor subject to this Agreement, is free and clear of all Security Interests, any Lessor Liens and that such Replacement Engine is duly leased hereunder; (vB) furnish execute and deliver to the Lessee a certificate signed by a duly authorized financial officer or executive of Lessee certifying that, upon consummation of such replacement, no Event of Default will have occurred or be continuing; (vi) furnish Lessor with such documents as Lessor may reasonably request in connection with the consummation of the transactions contemplated by this Clause 11.1(c)partial release, in each case in form and substance satisfactory to Lessor; and (vii) furnish recordable form, releasing such Financing Statements incorporating the Replacement Engine as may be requested by Lessorfrom this Lease. For all purposes hereof, each such Replacement Engine Such replacement engine shall be deemed part of the property leased hereunder, shall be deemed thereupon constitute an "Engine" as defined herein and for all purposes hereof. Lessor shall be deemed part of the same Aircraft as was the Engine replaced thereof. No Engine Event of Loss covered by this Clause 11.1(c) shall result in any reduction in Rent or affect Lessee's obligation make insurance proceeds available to pay Engine Supplemental Rent or the amount thereof to be paid by Lessee. Lessee shall indemnify each Indemnitee on an After-Tax Basis accomplish for any adverse tax consequence to such Indemnitee of the replacement of one or more Engines pursuant to this Clause 11.1foregoing.

Engine Event of Loss. From the Delivery Date upon If an Event of Loss shall occur with respect to -------------------- an Engine when not installed on the Airframe, the Lessee will forthwith notify the Lessor thereof in writing and will, as soon as reasonably practicable after the occurrence of such Event of Loss, Lessee shall give Lessor prompt written notice thereof and shall, within * days after such occurrence, duly convey to the Lessor (or cause to be conveyed to the Lessor), as replacement for the Engine suffering such eventEngine, title to a Replacement Engine. Each Replacement Engine another engine of the same make and model which shall be owned by the Lessee free of all Security Interests Liens other than Permitted Liens and shall have a value and utility at least equal to (and be in as good an operating condition as the as) such Engine being replaced, assuming the Engine being replaced was in the condition and repair required by the terms hereof immediately prior to the Engine such Event of Loss. Upon full , assuming compliance by the Lessee with all of the terms of this Clause 11.1(c), Lessor will transfer to Lessee title to the Engine which suffered the Engine Event of Loss. Prior to or at the time of any such conveyance, Lessee, at its own expense, will promptly (i) furnish Lessor with a full warranty xxxx of sale, in form and substance reasonably satisfactory to Lessor, Lease with respect to such Replacement Engine. At the time of such conveyance the Lessee will (i) cause to be delivered to the Lessor a favorable opinion of counsel for the Lessee reasonably acceptable to the Lessor to the effect that the Lessor has acquired full title to such replacement engine free and clear of all Liens except for Permitted Liens and that such replacement engine is duly subjected to this Lease; (ii) cause a lease supplement (in form Lease Supplement and substance satisfactory to Lessor) subjecting such Replacement Engine to this Agreement, Receipt to be duly executed by Lessee, Lessee and recorded to be filed for recording pursuant to applicable Law; the Aviation Law and (iii) furnish cause to be delivered to the Lessor evidence satisfactory to the Lessor as to the due compliance by the Lessee with the insurance provisions of Section 10 hereof with respect to such evidence replacement engine. Upon compliance by the Lessee with the foregoing terms of this subsection, the Lessor will (A) transfer to Lessee or its insurers title to the Engine so replaced without any recourse, representation or warranty on the part of the Lessor except that such Replacement Engine as Lessor may reasonably request; (iv) furnish Lessor with an opinion of Lessee's counsel to the effect that title to such Replacement Engine has been duly conveyed to Lessor subject to this Agreement, is free and clear of all Security Interests, and that such Replacement Engine is duly leased hereunder; (v) furnish a certificate signed by a duly authorized financial officer or executive of Lessee certifying that, upon consummation of such replacement, no Event of Default will have occurred or be continuing; (vi) furnish Lessor with such documents as Lessor may reasonably request in connection with the consummation any of the transactions contemplated by this Clause 11.1(c)Lessor Liens and (B) execute and deliver to the Lessee a partial release, in each case in form and substance satisfactory to Lessor; and (vii) furnish recordable form, releasing such Financing Statements incorporating the Replacement Engine as may be requested by Lessorfrom this Lease. For all purposes hereof, each such Replacement Engine Such replacement engine shall be deemed part of the property leased hereunder, shall be deemed thereupon constitute an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereof. No Engine Event of Loss covered by this Clause 11.1(c) shall result in any reduction in Rent or affect Lessee's obligation to pay Engine Supplemental Rent or the amount thereof to be paid by Lesseefor all purposes hereof. Lessee shall indemnify each Indemnitee on an After-Tax Basis for any adverse tax consequence be entitled to retain or to be reimbursed by Lessor the amount of insurance or condemnation proceeds, if any, received by Lessor with respect to such Indemnitee of the replacement of one or more Engines pursuant to this Clause 11.1replaced Engine.

Engine Event of Loss. From the Delivery Date upon If an Event of Loss shall occur with respect to an Engine when not installed on the Airframe, the Lessee will forthwith notify the Lessor thereof in writing and will, as soon as reasonably practicable after the occurrence of such Event of Loss, Lessee shall give Lessor prompt written notice thereof and shall, within * days after such occurrence, duly convey to the Lessor (or cause to be conveyed to the Lessor), as replacement for the Engine suffering such eventEngine, title to a Replacement Engine. Each Replacement Engine another engine of the same make and model which shall be owned by the Lessee free of all Security Interests Liens other than Permitted Liens and shall have a value and utility at least equal to (and be in as good an operating condition as the as) such Engine being replaced, assuming the Engine being replaced was in the condition and repair required by the terms hereof immediately prior to the Engine such Event of Loss. Upon full , assuming compliance by the Lessee with all of the terms of this Clause 11.1(c), Lessor will transfer to Lessee title to the Engine which suffered the Engine Event of Loss. Prior to or at the time of any such conveyance, Lessee, at its own expense, will promptly (i) furnish Lessor with a full warranty xxxx of sale, in form and substance reasonably satisfactory to Lessor, Lease with respect to such Replacement Engine. At the time of such conveyance the Lessee will (i) cause to be delivered to the Lessor a favorable opinion of counsel for the Lessee reasonably acceptable to the Lessor to the effect that the Lessor has acquired full title to such replacement engine free and clear of all Liens except for Permitted Liens and that such replacement engine is duly subjected to this Lease; (ii) cause a lease supplement (in form Lease Supplement and substance satisfactory to Lessor) subjecting such Replacement Engine to this Agreement, Receipt to be duly executed by Lessee, Lessee and recorded to be filed for recording pursuant to applicable Law; the Aviation Law and (iii) furnish cause to be delivered to the Lessor evidence satisfactory to the Lessor as to the due compliance by the Lessee with the insurance provisions of Section 10 hereof with respect to such evidence replacement engine. Upon compliance by the Lessee with the foregoing terms of this subsection, the Lessor will (A) transfer to Lessee or its insurers title to the Engine so replaced without any recourse, representation or warranty on the part of the Lessor except that such Replacement Engine as Lessor may reasonably request; (iv) furnish Lessor with an opinion of Lessee's counsel to the effect that title to such Replacement Engine has been duly conveyed to Lessor subject to this Agreement, is free and clear of all Security Interests, and that such Replacement Engine is duly leased hereunder; (v) furnish a certificate signed by a duly authorized financial officer or executive of Lessee certifying that, upon consummation of such replacement, no Event of Default will have occurred or be continuing; (vi) furnish Lessor with such documents as Lessor may reasonably request in connection with the consummation any of the transactions contemplated by this Clause 11.1(c)Lessor Liens and (B) execute and deliver to the Lessee a partial release, in each case in form and substance satisfactory to Lessor; and (vii) furnish recordable form, releasing such Financing Statements incorporating the Replacement Engine as may be requested by Lessorfrom this Lease. For all purposes hereof, each such Replacement Engine Such replacement engine shall be deemed part of the property leased hereunder, shall be deemed thereupon constitute an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereof. No Engine Event of Loss covered by this Clause 11.1(c) shall result in any reduction in Rent or affect Lessee's obligation to pay Engine Supplemental Rent or the amount thereof to be paid by Lesseefor all purposes hereof. Lessee shall indemnify each Indemnitee on an After-Tax Basis for any adverse tax consequence be entitled to retain or to be reimbursed by Lessor the amount of insurance or condemnation proceeds, if any, received by Lessor with respect to such Indemnitee of the replacement of one or more Engines pursuant to this Clause 11.1replaced Engine.

Engine Event of Loss. From the Delivery Date upon If an Event of Loss shall occur with respect to an Engine but not the Airframe, the Lessee will forthwith notify the Lessor thereof in writing and will, not later than 60 days after the occurrence of such Event of Loss, Lessee shall give Lessor prompt written notice thereof and shall, within * days after such occurrence, duly convey to the Lessor (or cause to be conveyed to the Lessor), as replacement for the Engine suffering such eventEngine, title to a Replacement Engine. Each Replacement Engine another engine of the same make and model which shall be owned by the Lessee free of all Security Interests Liens other than Permitted Liens and shall shall, in the opinion of the Lessor, have a value and utility at least equal to (and be in as good an operating condition as the as) such Engine being replaced, assuming the Engine being replaced was in the condition and repair required by the terms hereof immediately prior to the Engine such Event of Loss. Upon full , assuming compliance by the Lessee with all of the terms of this Clause 11.1(c), Lessor will transfer to Lessee title to the Engine which suffered the Engine Event of Loss. Prior to or at the time of any such conveyance, Lessee, at its own expense, will promptly (i) furnish Lessor with a full warranty xxxx of sale, in form and substance reasonably satisfactory to Lessor, Lease with respect to such Replacement Engine. At the time of such conveyance the Lessee will (i) cause to be delivered to the Lessor a written warranty reasonably acceptable to the Lessor to the effect that the Lessor has acquired full title to such replacement engine free and clear of all Liens except for Permitted Liens and that such replacement engine is duly subjected to this Lease; (ii) cause a lease supplement (in form and substance satisfactory to Lessor) subjecting receipt for such Replacement Engine to this Agreement, replacement engine to be duly executed by Lessee, Lessee and recorded to be filed for recording pursuant to applicable Law; the Aviation Law xxx (iii) furnish cause to be delivered to the Lessor evidence satisfactory to the Lessor as to the due compliance by the Lessee with the insurance provisions of Section 10 hereof with respect to such evidence replacement engine. Upon compliance by the Lessee with the foregoing terms of this subsection (b) within the 60-day period referred to above, the Lessor will (A) upon request by the insurers of such Engine transfer title to Lessee of the Engine so replaced without any recourse, representation or warranty on the part of the Lessor except that such Replacement Engine as Lessor may reasonably request; (iv) furnish Lessor with an opinion of Lessee's counsel to the effect that title to such Replacement Engine has been duly conveyed to Lessor subject to this Agreement, is free and clear of all Security Interests, any Lessor Liens and that such Replacement Engine is duly leased hereunder; (vB) furnish execute and deliver to the Lessee a certificate signed by a duly authorized financial officer or executive of Lessee certifying that, upon consummation of such replacement, no Event of Default will have occurred or be continuing; (vi) furnish Lessor with such documents as Lessor may reasonably request in connection with the consummation of the transactions contemplated by this Clause 11.1(c)partial release, in each case in form and substance satisfactory to Lessor; and (vii) furnish recordable form, releasing such Financing Statements incorporating the Replacement Engine as may be requested by Lessorfrom this Lease. For all purposes hereof, each such Replacement Engine Such replacement engine shall be deemed part of the property leased hereunder, shall be deemed thereupon constitute an "Engine" as defined herein and for all purposes hereof. Lessor shall be deemed part of the same Aircraft as was the Engine replaced thereof. No Engine Event of Loss covered by this Clause 11.1(c) shall result in any reduction in Rent or affect Lessee's obligation make insurance proceeds available to pay Engine Supplemental Rent or the amount thereof to be paid by Lessee. Lessee shall indemnify each Indemnitee on an After-Tax Basis accomplish for any adverse tax consequence to such Indemnitee of the replacement of one or more Engines pursuant to this Clause 11.1foregoing.

Engine Event of Loss. From Lessee shall promptly notify Lessor of the Delivery Date upon occurrence of an Engine Event of Loss and shall as soon as reasonably practicable but no later than 120 days after the occurrence of such Engine Event of Loss, Lessee shall give convey or cause to be conveyed to Lessor prompt written notice thereof and shall, within * days after such occurrence, convey to Lessor(or as Lessor may otherwise direct), as replacement for the Engine suffering such eventEngine, title title, free and clear of all Liens other than Permitted Liens, to a Replacement Engine. Each At the time of any such conveyance, Lessee shall (a) deliver to Lessor a xxxx of sale in favor of Lessor with respect to such Replacement Engine shall and (b) take such other actions and furnish such other certificates and documents as Lessor may reasonably require in order to ensure that the Replacement Engine is duly and properly conveyed to Lessor and leased to Lessee to the same extent as the Engine replaced thereby and leased hereunder. Such engine shall, after such transfer, be free deemed part of all Security Interests the property leased hereunder and shall be in as good deemed an operating condition as the Engine being replaced, assuming the Engine being replaced was in the condition and repair required by the terms hereof immediately prior to the Engine Event of LossEngine. Upon full compliance by Lessee with the terms of this Clause 11.1(c)Section 9.7, Lessor will transfer the leasing of the replaced Engine with respect to Lessee title to the Engine which suffered the such Engine Event of Loss. Prior to or at the time of any such conveyance, Lessee, at its own expense, will promptly (i) furnish Lessor with a full warranty xxxx of sale, in form Loss occurred shall cease and substance reasonably satisfactory to Lessor, with respect to such Replacement Engine; (ii) cause a lease supplement (in form and substance satisfactory to Lessor) subjecting such Replacement Engine to this Agreement, to be duly executed by Lessee, and recorded pursuant to applicable Law; (iii) furnish Lessor with such evidence of title to such Replacement Engine as Lessor may reasonably request; shall thereupon (iv) furnish Lessor with an opinion of Lessee's counsel to the effect that title to such Replacement Engine has been duly conveyed to Lessor subject to this Agreement, any salvage rights of the insurer) vest in Lessee free and clear of all Security Interestsrights of Lessor and all Indemnified Parties and Lessor Liens but otherwise without recourse to or warranty by Lessor or any Financier (free of Lessor’s Liens and defects in title from Lessor’s or Owner Participant’s acts). If Lessor or Financier receives any insurance proceeds relating to such Engine Event of Loss, Lessor will (or will procure that Financier will) promptly, subject to compliance by Lessee with its obligations under this Section 9.7 and that such Replacement Engine is duly leased hereunder; (v) furnish a certificate signed by a duly authorized financial officer so long as no Lease Default or executive of Lessee certifying that, upon consummation of such replacement, no Lease Event of Default will have has occurred or be continuing; (vi) furnish Lessor with and is outstanding, remit such documents as Lessor may reasonably request in connection with the consummation of the transactions contemplated by this Clause 11.1(c), in each case in form and substance satisfactory proceeds to Lessor; and (vii) furnish such Financing Statements incorporating the Replacement Engine as may be requested by Lessor. For all purposes hereof, each such Replacement Engine shall be deemed part of the property leased hereunder, shall be deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereofLessee. No Engine Event of Loss covered by with respect to any Engine that is replaced in accordance with the provisions of this Clause 11.1(c) Section 9.7 shall result in any reduction in Rent increase or affect Lessee's obligation to pay Engine Supplemental decrease of Rent or the amount thereof to be paid by LesseeAgreed Value. Except as provided in this Section 9.7, Lessee shall indemnify each Indemnitee on have no right to replace an After-Tax Basis for any adverse tax consequence to such Indemnitee of the replacement of one or more Engines pursuant to this Clause 11.1Engine with a Replacement Engine.

Engine Event of Loss. From Lessee shall promptly notify Lessor of the Delivery Date upon occurrence of an Engine Event of Loss and shall as soon as reasonably practicable but no later than 120 days after the occurrence of such Engine Event of Loss, Lessee shall give convey or cause to be conveyed to Lessor prompt written notice thereof and shall, within * days after such occurrence, convey to Lessor(or as Lessor may otherwise direct), as replacement for the Engine suffering such eventEngine, title title, free and clear of all Liens other than Permitted Liens, to a Replacement Engine. Each At the time of any such conveyance, Lessee shall (a) deliver to Lessor a xxxx of sale in favor of Lessor with respect to such Replacement Engine shall and (b) take such other actions and furnish such other certificates and documents as Lessor may reasonably require in order to ensure that the Replacement Engine is duly and properly conveyed to Lessor and leased to Lessee to the same extent as the Engine replaced thereby and leased hereunder. Such engine shall, after such transfer, be free deemed part of all Security Interests the property leased hereunder and shall be in as good deemed an operating condition as the Engine being replaced, assuming the Engine being replaced was in the condition and repair required by the terms hereof immediately prior to the Engine Event of LossEngine. Upon full compliance by Lessee with the terms of this Clause 11.1(c)Section 9.7, Lessor will transfer the leasing of the replaced Engine with respect to Lessee title to the Engine which suffered the such Engine Event of Loss. Prior to or at the time of any such conveyance, Lessee, at its own expense, will promptly (i) furnish Lessor with a full warranty xxxx of sale, in form Loss occurred shall cease and substance reasonably satisfactory to Lessor, with respect to such Replacement Engine; (ii) cause a lease supplement (in form and substance satisfactory to Lessor) subjecting such Replacement Engine to this Agreement, to be duly executed by Lessee, and recorded pursuant to applicable Law; (iii) furnish Lessor with such evidence of title to such Replacement Engine as Lessor may reasonably request; shall thereupon (iv) furnish Lessor with an opinion of Lessee's counsel to the effect that title to such Replacement Engine has been duly conveyed to Lessor subject to this Agreement, any salvage rights of the insurer) vest in Lessee free and clear of all Security Interestsrights of Lessor and all Indemnified Parties and Lessor Liens but otherwise without recourse to or warranty by Lessor or any Financier (free of Lessor's Liens and defects in title from Lessor's or Owner Participant's acts). If Lessor or Financier receives any insurance proceeds relating to such Engine Event of Loss, Lessor will (or will procure that Financier will) promptly, subject to compliance by Lessee with its obligations under this Section 9.7 and that such Replacement Engine is duly leased hereunder; (v) furnish a certificate signed by a duly authorized financial officer so long as no Lease Default or executive of Lessee certifying that, upon consummation of such replacement, no Lease Event of Default will have has occurred or be continuing; (vi) furnish Lessor with and is outstanding, remit such documents as Lessor may reasonably request in connection with the consummation of the transactions contemplated by this Clause 11.1(c), in each case in form and substance satisfactory proceeds to Lessor; and (vii) furnish such Financing Statements incorporating the Replacement Engine as may be requested by Lessor. For all purposes hereof, each such Replacement Engine shall be deemed part of the property leased hereunder, shall be deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereofLessee. No Engine Event of Loss covered by with respect to any Engine that is replaced in accordance with the provisions of this Clause 11.1(c) Section 9.7 shall result in any reduction in Rent increase or affect Lessee's obligation to pay Engine Supplemental decrease of Rent or the amount thereof to be paid by LesseeAgreed Value. Except as provided in this Section 9.7, Lessee shall indemnify each Indemnitee on have no right to replace an After-Tax Basis for any adverse tax consequence to such Indemnitee of the replacement of one or more Engines pursuant to this Clause 11.1Engine with a Replacement Engine.