Common use of Pooling of Parts Clause in Contracts

Pooling of Parts. Any Part removed from the Airframe or any Engine as provided in Clause 16.1 or 16.2 may be subjected to a normal pooling arrangement customary in the airline industry entered into in the ordinary course of Sublessee's business, provided that the part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Clause 16.1 and 16.2 as soon as practicable after the removal of such removed Part. Without prejudice to the generality of the foregoing sentence, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine may be owned by a third person subject to such a normal pooling arrangement, provided that Sublessee, at its own expense, as promptly thereafter as possible, either (a) causes title to such replacement Part to vest in Owner Trustee in accordance with Clause 16.1 and 16.2 free and clear of all Security Interests except Permitted Liens, or (b) replaces or procures the replacement of such replacement Part by the incorporation or installation in or attachment to such Airframe or Engine of a further replacement Part (which meets the requirements of this Clause 16) free and clear of all Security Interests except Permitted Liens and by causing title to such further replacement Part to vest in the Owner Trustee, subject to the Mortgage, in accordance with Clause 16.1 and 16.2 and such further replacement Part shall forthwith be deemed Part of the Airframe or Engine to the same extent as the Part originally incorporated or installed in or attached to the Airframe or such Engine and shall become a Part hereunder.

Pooling of Parts. Any Part removed from the Airframe or any Engine or Propeller as provided in Clause 16.1 or 16.2 Section 8(a) hereof may be subjected by Lessee to a normal pooling arrangement customary in the airline industry entered into in the ordinary course of SublesseeLessee's businessbusiness with any air carrier, provided that the part replacing such removed Part shall be incorporated or installed in or attached to the Airframe such Airframe, Engine or such Engine Propeller in accordance with Clause 16.1 Sections 8(a) and 16.2 8(b) as soon promptly as practicable possible after the removal of such removed Part. Without prejudice to the generality of the foregoing sentenceIn addition, any temporary replacement Part part when incorporated or installed in or attached to the Airframe any Airframe, Engine or any Engine Propeller in accordance with Section 8(a) hereof may be owned by a third person another airline or vendor as customary in the airline industry, subject to such a normal pooling or leasing arrangement, provided that SublesseeLessee shall, at its own expense, as promptly thereafter as reasonably possible, either (ai) causes cause title to such temporary replacement Part part to vest in Owner Trustee Lessor in accordance with Clause 16.1 and 16.2 Section 8(b)(iii) hereof by Lessee acquiring title thereto for the benefit of Lessor free and clear of all Security Interests Liens except Permitted Liens, at which time such temporary replacement part shall become a Part and become subject to this Lease; or (bii) replaces replace such temporary replacement part by incorporating or procures the replacement of such replacement Part by the incorporation or installation installing in or attachment attaching to such Airframe Airframe, Engine or Engine of Propeller a further replacement Part (which meets the requirements of this Clause 16) owned by Lessee free and clear of all Security Interests Liens except Permitted Liens Liens, and by causing title to such further replacement Part to vest in the Owner Trustee, subject to the Mortgage, Lessor in accordance with Clause 16.1 and 16.2 and such further replacement Part shall forthwith be deemed Part of the Airframe or Engine to the same extent as the Part originally incorporated or installed in or attached to the Airframe or such Engine and shall become a Part hereunderSection 8(b) hereof.

Pooling of Parts. Any Part removed from the Airframe or any Engine as provided in Clause 16.1 or 16.2 Section 3.4(a) may be subjected by the Company or a Person permitted to be in possession of the Aircraft to a normal pooling arrangement customary in the airline industry entered into in the ordinary course of Sublessee's the Company’s or such Person’s business, ; provided that a part meeting the part replacing such removed Part requirements for Replacement Parts under Section 3.4(a) shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Clause 16.1 and 16.2 as soon as practicable Section 3.4(a) promptly after the removal of such removed Part. Without prejudice to the generality of the foregoing sentenceIn addition, any replacement Replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 3.4(a) may be owned by a any third person party subject to such a normal pooling arrangement, ; provided that Sublessee, the Company at its own expense, as promptly thereafter as possiblepracticable, either (ai) causes title to such replacement Replacement Part to vest in Owner Trustee in accordance with Clause 16.1 and 16.2 the Company free and clear of all Security Interests Liens (except Permitted Liens, ) and thereupon become a Part subject to the Lien of this Security Agreement or (bii) replaces or procures the replacement of causes to be replaced such replacement Replacement Part (or causes such Replacement Part to be replaced) by the incorporation incorporating or installation installing in or attachment to such Airframe or Engine of a further replacement Part (which meets the requirements of this Clause 16) free and clear of all Security Interests except Permitted Liens and by causing title to such further replacement Part to vest in the Owner Trustee, subject to the Mortgage, in accordance with Clause 16.1 and 16.2 and such further replacement Part shall forthwith be deemed Part of the Airframe or Engine to the same extent as the Part originally incorporated or installed in or attached attaching to the Airframe or such Engine and a further Replacement Part in the manner contemplated by Section 3.4(a) whereupon such further Replacement Part shall become a Part hereundersubject to the Lien of this Security Agreement.

Pooling of Parts. Any Part removed from the Airframe or any Engine as provided in Clause 16.1 or 16.2 Aircraft may be subjected by Lessee or a Permitted Sublessee to a normal pooling arrangement customary in the airline industry and entered into in the ordinary course of business of Lessee or such Permitted Sublessee's business, provided that the part so long as a Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine Aircraft in accordance with Clause 16.1 and 16.2 ss. B of this Annex C as soon promptly as practicable after afteR the removal of such removed Part. Without prejudice to the generality of the foregoing sentenceIn addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine Aircraft may be owned by a any third person party subject to such a normal pooling arrangement, provided that so long as Lessee or Permitted Sublessee, at its own expense, as promptly thereafter as reasonably possible, either (a1) causes title to such replacement Part to vest in Owner Trustee Lessor in accordance with Clause 16.1 and 16.2 ss. B of this Annex C, free and clear of all Security Interests except Liens (excepT Permitted Liens), or (b2) replaces (or procures the replacement of causes to be replaced) such replacement Part by the incorporation incorporating or installation installing in or attachment attaching to such Airframe or Engine of the Aircraft a further replacement Part (which meets the requirements of this Clause 16) owned by Lessee or a Permitted Sublessee free and clear of all Security Interests Liens (except Permitted Liens Liens) and by causing title to such further replacement Part to vest in the Owner Trustee, subject to the Mortgage, Lessor in accordance with Clause 16.1 and 16.2 and such further replacement Part shall forthwith be deemed Part ss. B of the Airframe or Engine to the same extent as the Part originally incorporated or installed in or attached to the Airframe or such Engine and shall become a Part hereunder.this Annex C.

Pooling of Parts. Any So long as no Default or Event of Default shall have occurred or be continuing hereunder, any Part removed from the Airframe or any Engine as provided in Clause 16.1 or 16.2 paragraph (a) of this Section may be subjected by the Borrower to a normal pooling arrangement customary in the airline industry entered into in the ordinary course of Sublesseethe Borrower's businessbusiness with Permitted Air Carriers or the manufacturer of such Part; PROVIDED, provided HOWEVER, that the part replacing such removed Replacement Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Clause 16.1 and 16.2 paragraph (a) of this Section as soon promptly as practicable possible after the removal of such removed Part. Without prejudice to the generality of the foregoing sentenceIn addition, any replacement Replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with paragraph (a) of this Section may be owned by a third person Permitted Air Carrier subject to such a normal pooling arrangement; PROVIDED, provided HOWEVER, that Sublesseethe Borrower, at its own expense, as promptly thereafter as possible, either (ai) causes title to such replacement Replacement Part to vest in Owner Trustee be subject to Bank's security interest in accordance with Clause 16.1 and 16.2 free and clear paragraph (a) of all Security Interests except Permitted Liens, this Section or (bii) replaces or procures the replacement of such replacement Replacement Part by the incorporation incorporating or installation installing in or attachment to such Airframe or Engine of a further replacement Part (which meets the requirements of this Clause 16) free and clear of all Security Interests except Permitted Liens and by causing title to such further replacement Part to vest in the Owner Trustee, subject to the Mortgage, in accordance with Clause 16.1 and 16.2 and such further replacement Part shall forthwith be deemed Part of the Airframe or Engine to the same extent as the Part originally incorporated or installed in or attached attaching to the Airframe or such Engine a further Replacement Part owned by the Borrower free and shall become a clear of all Liens and by causing such further Replacement Part hereunderto be subject to Bank's security interest in accordance with paragraph (a) of this Section.

Pooling of Parts. Any Part removed from the Airframe or any Engine as provided in Clause 16.1 or 16.2 Section 11(c) hereof may be subjected by Lessee (or any Permitted Sublessee) to a normal pooling arrangement arrangements customary in the airline industry entered into in the ordinary course of Lessee's (or any Permitted Sublessee's business, 's) business with a U.S. Air Carrier; provided that the part Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine Aircraft in accordance with Clause 16.1 and 16.2 as soon as practicable after Section 11(c) hereof immediately upon the removal of such removed Part. Without prejudice to the generality of the foregoing sentenceIn addition, any replacement Replacement Part when incorporated or installed in or attached to the Airframe or any Engine Aircraft in accordance with Section 11(c) hereof may be owned by a third person another U.S. Air Carrier subject to such a normal pooling arrangement, ; provided that Lessee (or any Permitted Sublessee) ensures that the Part so removed remains the property of Lessor, and that Lessee (or any Permitted Sublessee), at its own expense, as promptly immediately thereafter as possible, either (ax) causes title to such replacement Replacement Part to vest in Owner Trustee in accordance with Clause 16.1 and 16.2 Lessor free and clear of all Security Interests except Permitted LiensLiens and rights of others in accordance with Section 11(c) hereof, or (by) replaces or procures the replacement of such replacement Replacement Part by the incorporation incorporating or installation installing in or attachment attaching to such Airframe or Engine of the Aircraft a further replacement Replacement Part owned by Lessee (which meets the requirements of this Clause 16or any Permitted Sublessee) free and clear of all Security Interests except Permitted Liens and rights of others (except for any Lessor Liens) by causing title to such further replacement Replacement Part to vest in the Owner Trustee, subject to the Mortgage, Lessor in accordance with Clause 16.1 and 16.2 and such further replacement Part shall forthwith be deemed Part of the Airframe or Engine to the same extent as the Part originally incorporated or installed in or attached to the Airframe or such Engine and shall become a Part hereunderSection 11(c) hereof.

Pooling of Parts. Any Part removed from the an Airframe or any Engine as provided in Clause 16.1 or 16.2 Section 7.4 may be subjected by Lessee (or, if any Permitted Sublease is then in effect, any Permitted Sublessee) to a normal customary pooling or interchange arrangement customary with other aircraft or engines owned or leased by Lessee (or, if any Permitted Sublease is then in the airline industry entered into in the ordinary course of effect, any Permitted Sublessee's business, ); provided that if as a consequence thereof a Part is removed, the part Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Clause 16.1 and 16.2 Section 7.4 as soon promptly as practicable after the removal of such removed Part. Without prejudice to the generality of the foregoing sentence, any replacement Part when When incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 7.4, any Part replacing a Part that is removed under a customary pooling or interchange arrangement may be owned by a any third person subject to such a normal pooling arrangementparty, provided that Lessee (or, if any Permitted Sublease is then in effect, any Permitted Sublessee), at its own cost and expense, as promptly thereafter as possiblepracticable, either (ai) causes title to such replacement Part to vest in Owner Trustee Lessor in accordance with Clause 16.1 such Section 7.4 by Lessee (or, if any Permitted Sublease is then in effect, any Permitted Sublessee) acquiring title thereto for the benefit of, and 16.2 transferring such title to, Lessor free and clear of all Security Interests except Liens other than Permitted Liens, or (bii) replaces or procures the replacement of such replacement Part by the incorporation incorporating or installation installing in or attachment attaching to such the Airframe or Engine of a further replacement Part owned by Lessee (which meets the requirements of this Clause 16or, if any Permitted Sublease is then in effect, any Permitted Sublessee) free and clear of all Security Interests except Liens other than Permitted Liens and by causing title to such further replacement Part to vest in the Owner Trustee, subject to the Mortgage, Lessor in accordance with Clause 16.1 Section 7.4. All such replacement Parts shall be in as good operating condition as, and 16.2 shall have a value, utility and remaining useful life at least equal to, the Parts replaced, but in all events such further replacement Part Parts shall forthwith be deemed Part no less than in the condition and repair required to be maintained by the terms hereof. No pooling or interchange arrangement will result in a change of title or registration of the Airframe Aircraft or Engine to the same extent as the Part originally incorporated or installed in or attached to the Airframe or such Engine and shall become a Part hereundereffect Lessor's status under this Lease.

Pooling of Parts. Any Part removed from the an Airframe or any Engine as provided in Clause 16.1 or 16.2 Section 7.4 may be subjected by Lessee (or, if any Permitted Sublease is then in effect, the sublessee) to a normal pooling or interchange arrangement customary in the United States airline industry entered into with other aircraft or engines owned or leased by Lessee (or, if any Permitted Sublease is then in effect, the ordinary course of Sublessee's business, sublessee); provided that if as a consequence thereof a Part is removed, the part Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Clause 16.1 and 16.2 Section 7.4 as soon promptly as practicable after the removal of such removed Part. Without prejudice to the generality of the foregoing sentence, any replacement Part when When incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 7.4, any Part replacing a Part that is removed under a customary pooling or interchange arrangement may be owned by a any third person subject to such a normal pooling arrangementparty, provided that SublesseeLessee (or, if any Permitted Sublease is then in effect, the sublessee), at its own cost and expense, as promptly thereafter as possiblepracticable, either (ai) causes title to such replacement Part to vest in Owner Trustee Lessor in accordance with Clause 16.1 such Section 7.4 by Lessee (or, if any Permitted Sublease is then in effect, the sublessee) acquiring title thereto for the benefit of, and 16.2 transferring such title to, Lessor free and clear of all Security Interests except Liens other than Permitted Liens, or (bii) replaces or procures the replacement of such replacement Part by the incorporation incorporating or installation installing in or attachment attaching to such the Airframe or Engine of a further replacement Part owned by Lessee (which meets or, if any Permitted Sublease is then in effect, the requirements of this Clause 16sublessee) free and clear of all Security Interests except Liens other than Permitted Liens and by causing title to such further replacement Part to vest in the Owner Trustee, subject to the Mortgage, Lessor in accordance with Clause 16.1 Section 7.4. All such replacement Parts shall be in as good operating condition as, and 16.2 shall have a value, utility and remaining useful life at least equal to, the Parts replaced, but in all events such further replacement Part Parts shall forthwith be deemed Part no less than in the condition and repair required to be maintained by the terms hereof. Neither the Airframe nor Engines shall be subject to any pooling or interchange arrangement. No pooling or interchange arrangement shall result in a change of title or registration of the Airframe Aircraft or Engine affect Lessor's status or title to the same extent as the any Part originally incorporated or installed in or attached to the Airframe or such Engine and shall become a Part hereunderunder this Lease.

Pooling of Parts. Any Part removed from the Airframe or any Engine as provided in Clause 16.1 or 16.2 may be subjected to a normal pooling arrangement customary in the airline industry entered into in the ordinary course of SublesseeLessee's business, provided that the part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Clause 16.1 and 16.2 as soon as practicable after the removal of such removed Part. Without prejudice to the generality of the foregoing sentence, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine may be owned by a third person subject to such a normal pooling arrangement, provided that SublesseeLessee, at its own expense, as promptly thereafter as possible, either (a) causes title to such replacement Part to vest in Owner Trustee in accordance with Clause 16.1 and 16.2 free and clear of all Security Interests except Permitted Liens, or (b) replaces or procures the replacement of such replacement Part by the incorporation or installation in or attachment to such Airframe or Engine of a further replacement Part (which meets the requirements of this Clause 16) free and clear of all Security Interests except Permitted Liens and by causing title to such further replacement Part to vest in the Owner Trustee, subject to the Mortgage, in accordance with Clause 16.1 and 16.2 and such further replacement Part shall forthwith be deemed Part of the Airframe or Engine to the same extent as the Part originally incorporated or installed in or attached to the Airframe or such Engine and shall become a Part hereunder.

Pooling of Parts. Any Part removed from the Airframe or any Engine or Propeller as provided in Clause 16.1 or 16.2 SECTION 11.2 may be subjected by Lessee to a normal interchange or pooling arrangement customary in the airline industry entered into in the ordinary course of SublesseeLessee's business, provided business with other U.S. Certificated Air Carriers; PROVIDED that no such agreement or arrangement contemplates or requires the transfer of title of such Part and PROVIDED that the part Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such any Engine or Propeller in accordance with Clause 16.1 and 16.2 SECTION 11.4 as soon promptly as practicable possible after the removal of such removed Part. Without prejudice to the generality of the foregoing sentenceIn addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine or Propeller in accordance with SECTION 20 11.4 may be owned by a third person U.S. Certificated Air Carrier subject to such a normal pooling arrangement, provided ; PROVIDED that SublesseeLessee, at its own expense, as promptly thereafter as possible, either (ai) causes title to such the replacement Part to vest in Owner Trustee Lessor in accordance with Clause 16.1 SECTION.11.4, by Lessee acquiring title thereto and 16.2 transferring title thereto to Lessor, free and clear of all Security Interests Liens except Permitted LiensLiens in accordance with the last sentence of SECTION 11.4, or (bii) replaces or procures the replacement of such replacement Part by the incorporation incorporating or installation installing in or attachment attaching to such Airframe the Airframe, any Engine or Engine of Propeller, a further replacement Part (which meets the requirements of this Clause 16) owned by Lessee, free and clear of all Security Interests Liens except Permitted Liens and by causing title to such further the replacement Part to vest in the Owner Trustee, subject to the Mortgage, Lessor in accordance with Clause 16.1 and 16.2 and such further replacement Part shall forthwith be deemed Part of the Airframe or Engine to the same extent as the Part originally incorporated or installed in or attached to the Airframe or such Engine and shall become a Part hereunderSECTION 11.4.

Pooling of Parts. Any Part removed from the Airframe or any Engine as provided in Clause 16.1 or 16.2 may be subjected by the Lessee or any Permitted Sublessee to a normal pooling arrangement on terms customary in the international airline industry entered into in the ordinary course of Sublessee's businessthe Lessee’s business with other air carriers; provided, provided that the title to any Engine removed from the Aircraft shall remain vested in the Lessor at all times and such movement of engines shall not prejudice the rights of Lessor in the originally-installed engines or lead any third party to believe that the Engine is the property of any person other than the Lessor; provided, that the part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such any Engine in accordance with Clause 16.1 and 16.2 Section 8(a) as soon promptly as practicable possible (but in any event not later than the next scheduled heavy maintenance check) after the removal of such removed Part. Without prejudice to the generality of the foregoing sentenceIn addition, any replacement Part when incorporated or installed in or attached to the Airframe or any such Engine in accordance with Section 8(a) may be owned by a third person another air carrier subject to such a normal pooling arrangement; provided, provided that the Lessee (or the Permitted Sublessee), at its own cost and expense, as promptly thereafter soon as possible, practicable and in any event not later than the next scheduled heavy maintenance check; either (ai) causes title to such replacement Part part to vest in Owner Trustee the Lessor in accordance with Clause 16.1 and 16.2 Section 8(a) by the Lessee acquiring title thereto for the benefit of the Lessor free and clear of all Security Interests except Liens (other than Permitted Liens, ) and subjecting the same to the Local Mortgage or (bii) replaces or procures the replacement of such replacement Part by the incorporation incorporating or installation installing in or attachment attaching to such the Airframe or such Engine of a further replacement Part part owned by the Lessee (which meets or the requirements of this Clause 16Permitted Sublessee) free and clear of all Security Interests except Liens (other than Permitted Liens Liens) and by causing title to such further replacement Part to vest in the Owner Trustee, subject to the Mortgage, Lessor in accordance with Clause 16.1 Section 8(a) and 16.2 and such further replacement Part shall forthwith be deemed Part of subjecting the Airframe or Engine same to the same extent as the Part originally incorporated or installed in or attached to the Airframe or such Engine and shall become a Part hereunderLocal Mortgage.

Pooling of Parts. Any Part removed from the Airframe or any Engine or Propeller as provided in Clause 16.1 or 16.2 SECTION 11.2 may be subjected by Lessee to a normal interchange or pooling arrangement customary in the airline industry entered into in the ordinary course of SublesseeLessee's business, provided business with other U.S. Certificated Air Carriers; PROVIDED that no such agreement or arrangement contemplates or requires the transfer of title of such Part and PROVIDED that the part Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such any Engine or Propeller in accordance with Clause 16.1 and 16.2 SECTION 11.4 as soon promptly as practicable possible after the removal of such removed Part. Without prejudice to the generality of the foregoing sentenceIn addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine or Propeller in accordance with SECTION 20 11.4 may be owned by a third person U.S. Certificated Air Carrier subject to such a normal pooling arrangement, provided ; PROVIDED that SublesseeLessee, at its own expense, as promptly thereafter as possible, either (ai) causes title to such the replacement Part to vest in Owner Trustee Lessor in accordance with Clause 16.1 SECTION 11.4, by Lessee acquiring title thereto and 16.2 transferring title thereto to Lessor, free and clear of all Security Interests Liens except Permitted LiensLiens in accordance with the last sentence of SECTION 11.4, or (bii) replaces or procures the replacement of such replacement Part by the incorporation incorporating or installation installing in or attachment attaching to such Airframe the Airframe, any Engine or Engine of Propeller, a further replacement Part (which meets the requirements of this Clause 16) owned by Lessee, free and clear of all Security Interests Liens except Permitted Liens and by causing title to such further the replacement Part to vest in the Owner Trustee, subject to the Mortgage, Lessor in accordance with Clause 16.1 and 16.2 and such further replacement Part shall forthwith be deemed Part of the Airframe or Engine to the same extent as the Part originally incorporated or installed in or attached to the Airframe or such Engine and shall become a Part hereunderSECTION 11.4.

Pooling of Parts. Any Part removed from the Airframe or any Engine as provided in Clause 16.1 or 16.2 may be subjected by the Lessee or any Permitted Sublessee to a normal pooling arrangement on terms customary in the international airline industry entered into in the ordinary course of Sublessee's businessthe Lessee’s business with other air carriers; provided, provided that the part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such any Engine in accordance with Clause 16.1 and 16.2 Section 8(a) as soon promptly as practicable possible (but in any event not later than the next scheduled heavy maintenance check) after the removal of such removed Part. Without prejudice to the generality of the foregoing sentenceIn addition, any replacement Part when incorporated or installed in or attached to the Airframe or any such Engine in accordance with Section 8(a) may be owned by a third person another air carrier subject to such a normal pooling arrangement; provided, provided that the Lessee (or the Permitted Sublessee), at its own cost and expense, as promptly thereafter soon as possible, practicable and in any event not later than the next scheduled heavy maintenance check; either (ai) causes title to such replacement Part part to vest in Owner Trustee the Lessor in accordance with Clause 16.1 and 16.2 Section 8(a) by the Lessee acquiring title thereto for the benefit of the Lessor free and clear of all Security Interests except Liens (other than Permitted Liens, ) and subjecting the same to the Local Mortgage and the Indenture or (bii) replaces or procures the replacement of such replacement Part by the incorporation incorporating or installation installing in or attachment attaching to such the Airframe or such Engine of a further replacement Part part owned by the Lessee (which meets or the requirements of this Clause 16Permitted Sublessee) free and clear of all Security Interests except Liens (other than Permitted Liens Liens) and by causing title to such further replacement Part to vest in the Owner Trustee, subject to the Mortgage, Lessor in accordance with Clause 16.1 Section 8(a) and 16.2 and such further replacement Part shall forthwith be deemed Part of subjecting the Airframe or Engine same to the same extent as Indenture and the Part originally incorporated or installed in or attached to the Airframe or such Engine and shall become a Part hereunderLocal Mortgage.

Pooling of Parts. Any Part removed from the Airframe or any Engine as provided in Clause 16.1 17.1 or 16.2 17.2 may be subjected to a normal pooling arrangement customary in the airline industry entered into in the ordinary course of Sublessee's business, provided that the part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Clause 16.1 17.1 and 16.2 17.2 as soon as practicable after the removal of such removed Part. Without prejudice to the generality of the foregoing sentence, any replacement Part part when incorporated or installed in or attached to the Airframe or any Engine may be owned by a third person subject to such a normal pooling arrangement, provided that Sublessee, at its own expense, as promptly thereafter as possible, either (a) causes title to such replacement Part part to vest in Owner Trustee in accordance with Clause 16.1 17.1 and 16.2 17.2 free and clear of all Security Interests except Permitted Liens, or (b) replaces or procures the replacement of such replacement Part part by the incorporation or installation in or attachment to such Airframe or Engine of a further replacement Part part (which meets the requirements of this Clause 16clause 17) free and clear of all Security Interests except Permitted Liens and by causing title to such further replacement Part part to vest in the Owner Trustee, Trustee subject to the Mortgage, Mortgage in accordance with Clause 16.1 17.1 and 16.2 17.2 and such further replacement Part part shall forthwith be deemed Part part of the Airframe or Engine to the same extent as the Part originally incorporated or installed in or attached to the Airframe or such Engine and shall become a Part hereunder.

Pooling of Parts. Any Part removed from the Airframe or from any Engine as provided in Clause 16.1 or 16.2 the first paragraph of Section 3.3(f) may be subjected by the Obligors to a normal pooling or parts leasing agreement or arrangement of a type customary in the airline industry entered into in the ordinary course of Sublessee's the Obligors' business, provided that the part replacing such removed Part shall be incorporated or installed in or attached to the such Airframe or such Engine in accordance with Clause 16.1 and 16.2 Section 3.3(f) as soon promptly as practicable after the removal of such removed Part. Without prejudice to the generality of the foregoing sentenceIn addition, any replacement Part part when incorporated or installed in or attached to the Airframe or any Engine in accordance with Section 3.3(f) may be owned by a third person another aircraft owner or operator or vendor as customary in the airline industry, subject to such a normal pooling or parts leasing arrangement, provided that Sublesseethe Obligors, at its own expense, expense as promptly thereafter as possiblereasonably practicable, either (ai) causes title to such temporary replacement Part part to vest in Owner Trustee the Obligors, subject to the security interest or Lien of this Aircraft Security Agreement in accordance with Clause 16.1 Section 3.3(f) and 16.2 free and clear of all Security Interests other security interests and Liens except Permitted Liens, at which time such temporary replacement part shall become a Part and become subject to this Aircraft Security Agreement or (bii) replaces such temporary replacement part by incorporating or procures the replacement of such replacement Part by the incorporation or installation installing in or attachment attaching to such Airframe or Engine of a further replacement Part (which meets owned by the requirements of this Clause 16) Obligors free and clear of all Security Interests security interests and Liens except Permitted Liens and by causing title to such further replacement Part to vest in the Owner Trustee, become subject to the Mortgage, security interest and Lien of this Aircraft Security Agreement in accordance with Clause 16.1 and 16.2 and such further replacement Part shall forthwith be deemed Part of the Airframe or Engine to the same extent as the Part originally incorporated or installed in or attached to the Airframe or such Engine and shall become a Part hereunderSection 3.3(f).

Pooling of Parts. Any Part removed from the Airframe or any Engine or Propeller as provided in Clause 16.1 or 16.2 SECTION 11.2 may be subjected by Sublessee to a normal interchange or pooling arrangement customary in the airline industry entered into in the ordinary course of Sublessee's business, provided business with other U.S. Certificated Air Carriers; PROVIDED that no such agreement or arrangement contemplates or requires the transfer of title of such Part and PROVIDED that the part Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such any Engine or Propeller in accordance with Clause 16.1 and 16.2 SECTION 11.4 as soon promptly as practicable possible after the removal of such removed Part. Without prejudice to the generality of the foregoing sentenceIn addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine or Propeller in accordance with SECTION 11.4 may be owned by a third person U.S. Certificated Air Carrier subject to such a normal pooling arrangement, provided ; PROVIDED that Sublessee, at its own expense, as promptly thereafter as possible, either (ai) causes title to such the replacement Part to vest in Owner Trustee Lessor in accordance with Clause 16.1 SECTION 11.4, by Sublessee acquiring title thereto and 16.2 transferring title thereto to Lessor, free and clear of all Security Interests Liens except Permitted LiensLiens in accordance with the last sentence of SECTION 11.4, or (bii) replaces or procures the replacement of such replacement Part by the incorporation incorporating or installation installing in or attachment attaching to such Airframe the Airframe, any Engine or Engine of Propeller, a further replacement Part (which meets the requirements of this Clause 16) owned by Sublessee, free and clear of all Security Interests Liens except Permitted Liens and by causing title to such further the replacement Part to vest in the Owner Trustee, subject to the Mortgage, Lessor in accordance with Clause 16.1 and 16.2 and such further replacement Part shall forthwith be deemed Part of the Airframe or Engine to the same extent as the Part originally incorporated or installed in or attached to the Airframe or such Engine and shall become a Part hereunderSECTION 11.4.

Pooling of Parts. Any Part removed from the Airframe or any an Engine as provided in Clause 16.1 or 16.2 subsection (a) may be subjected by Lessee or a Person permitted hereunder to be in possession of the Aircraft to a normal pooling arrangement customary in the airline industry entered into in the ordinary course of Sublessee's Lessee’s or such other Person’s business, ; provided that the a part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Clause 16.1 and 16.2 subsection (a) as soon promptly as practicable after the removal of such removed Part. Without prejudice to , but in any case before the generality last day of the foregoing sentenceTerm. In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any an Engine in accordance with subsection (a) may be owned by a third person party subject to such a normal pooling arrangement, ; provided that SublesseeLessee, at its own expense, as promptly thereafter as possiblepracticable, either (ai) causes title to such replacement Part to vest in Owner Trustee Lessor in accordance with Clause 16.1 subsection (a) by Lessee (or any such Person) acquiring title thereto for the benefit of, and 16.2 transferring such title to, Lessor free and clear of all Security Interests except Liens (other than Permitted Liens, ) or (bii) replaces or procures the replacement of causes to be replaced such replacement Part by the incorporation incorporating or installation installing in or attachment attaching to such the Airframe or CT1001520_LA1_AAL_A320Family_EXECUTION LA1 - Lease Agreement [Lease Agreement ([Year] MSN [MSN])] such Engine of a further replacement Part owned by Lessee (which meets the requirements of this Clause 16or any such Person) free and clear of all Security Interests except Liens (other than Permitted Liens Liens) and otherwise satisfying the requirements of subsection (a) above, and by causing title to such further replacement Part to vest in the Owner Trustee, subject to the Mortgage, Lessor in accordance with Clause 16.1 and 16.2 and such further replacement Part shall forthwith be deemed Part of the Airframe or Engine to the same extent as the Part originally incorporated or installed in or attached to the Airframe or such Engine and shall become a Part hereundersubsection (a).

Pooling of Parts. Any Part removed from the Airframe or any Engine as provided in Clause 16.1 or 16.2 Section 7.04(a) may be subjected by Company or a Person permitted to be in possession of the Airframe or such Engine to a normal pooling arrangement customary in the airline industry entered into in the ordinary course of Sublessee's Company’s or such Person’s business, ; provided that the part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Clause 16.1 and 16.2 Section 7.04(a) as soon promptly as practicable after the removal of such removed Part. Without prejudice to the generality of the foregoing sentenceIn addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine may be owned by a any third person party subject to such a normal pooling arrangement, ; provided that SublesseeCompany, at its own expense, as promptly thereafter as possible, practicable either (ai) causes title to such replacement Part to vest in Owner Trustee in accordance with Clause 16.1 and 16.2 Company free and clear of all Security Interests Liens (except Permitted Liens), or (bii) replaces (or procures the replacement of causes to be replaced) such replacement Part by the incorporation incorporating or installation installing in or attachment to such Airframe or Engine of a further replacement Part (which meets the requirements of this Clause 16) free and clear of all Security Interests except Permitted Liens and by causing title to such further replacement Part to vest in the Owner Trustee, subject to the Mortgage, in accordance with Clause 16.1 and 16.2 and such further replacement Part shall forthwith be deemed Part of the Airframe or Engine to the same extent as the Part originally incorporated or installed in or attached attaching to the Airframe or such Engine a further replacement Part in the manner contemplated by Section 7.04(a). Notwithstanding the foregoing, from time to time, Company or any Permitted Lessee may temporarily install on the Airframe for a period of up to 180 days, in lieu of an auxiliary power unit or landing gear that has been removed and delivered to an organization for maintenance, service, repair, overhaul or testing (which removed auxiliary power unit or landing gear, as the case may be, shall become remain subject to the Lien of this Indenture no matter where located), an auxiliary power unit or landing gear, as the case may be, supplied to Company or such Permitted Lessee by such organization, which need not satisfy the requirements for a replacement Part hereunderspecified above, and neither the Loan Trustee nor the Noteholders will acquire or claim, as against such supplying organization, any right, title or interest in such supplied auxiliary power unit or landing gear, as the case may be, as the result of their installation on the Airframe.

Pooling of Parts. Any Only after receiving Lessor’s written consent thereto, which shall not be unreasonably withheld, any Part removed from the Airframe or any Engine as provided in Clause 16.1 or 16.2 paragraph (a) of this Section 8 may be subjected by Lessee to a normal pooling arrangement customary in the airline industry of which Lessee is a party entered into in the ordinary course of Sublessee's Lessee’s business, ; provided that the part Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or such Engine in accordance with Clause 16.1 and 16.2 such paragraph (a) as soon promptly as practicable after the removal of such removed Part. Without prejudice to the generality of the foregoing sentenceIn addition, only after receiving Lessor’s written consent thereto, which shall not be unreasonably withheld, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with such paragraph (a) may be owned by a any third person party subject to such a normal pooling arrangement, provided that SublesseeLessee, at its own expense, as promptly thereafter as possiblepracticable, either (ai) causes title to such replacement Part to vest in the Owner Trustee in accordance with Clause 16.1 such paragraph (a) by Lessee acquiring title thereto for the benefit of, and 16.2 transferring such title to, the Owner free and clear of all Security Interests Liens except Permitted LiensLiens (other than pooling arrangements), at which time such temporary replacement part shall become a Part or (bii) replaces or procures the replacement of such replacement Part by the incorporation incorporating or installation installing in or attachment attaching to such Airframe or the Engine of a further replacement Part (which meets the requirements of this Clause 16) owned by Lessee free and clear of all Security Interests Liens except Permitted Liens (other than permitted pooling arrangements) and by causing title to such further replacement Part to vest in the Owner Trustee, subject to the Mortgage, in accordance with Clause 16.1 and 16.2 and such further replacement Part shall forthwith be deemed Part of the Airframe or Engine to the same extent as the Part originally incorporated or installed in or attached to the Airframe or such Engine and shall become a Part hereunderparagraph (a).