Replacement Engines Clause Samples

Replacement Engines. Owner Participant agrees that, in the case of any Replacement Engine substituted pursuant to Section 8(d) of the Lease or any engine substituted pursuant to Section I of the Return Conditions, Owner Trustee is hereby authorized and directed to take the actions specified in Section 8(d) of the Lease or Section I of the Return Conditions, as applicable, with respect to such Replacement Engine or engine, as applicable.

Replacement Engines. At any time and from time to ------------------- time, any Engine which has been (or is to be treated as if the same had been) subject to an Event of Loss and may be replaced under Section 10.2 of the Lease to which such Engine is/was subject by a Replacement Engine shall be replaced in accordance with the provisions of this Section 5.06 and the provisions of Section 10.2 of such Lease, and the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such 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: TRUST INDENTURE (a) A written request from the Owner Trustee, requesting such release and specifically describing the Engine(s) so to be released. (b) A certificate signed by a duly authorized officer of the Lessee stating the following: (i) a description of the Engine which shall be identified by manufacturer's name and serial number; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) to be received as consideration for the Engine to be released; (iii) that on the date of the Indenture Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Permitted Liens, that such Replacement Engine will on such date be in good working order and condition, and that such Replacement Engine is the same or an improved model as the engine to be released; (iv) the fair market value of the Replacement Engine as of the date of such certificate (which value shall not be less than the then fair market value of the Engine requested to be released, assuming such Engine was in the condition and repair required to be maintained under such Lease (but without regard to hours and cycles until overhaul)); (v) the fair market value of the Engine to be released (immediately prior to the date such Engine suffered an Event of Loss); (vi) that no Lease Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such Replacement Engine; (vii) that the release of the Engine so to be released will not impair the security of the Indenture or be in contravention of any of the provisions of this Indenture...

Replacement Engines. Any Replacement Engines installed on the Aircraft shall comply with the following: (a) Shall have an expected remaining run time in flight hours or cycles and LLP life remaining as agreed and documented between the Lessor and Lessee at the time the Replacement Engine was identified and agreed by Lessor and Lessee as an acceptable Replacement Engine; (b) Shall be in such condition that it can operate at data plate-rated takeoff thrust at sea level or as otherwise mutually agreed, with an E.G.T. margin commensurate with the number of cycles remaining as was agreed at the time the Replacement Engine was identified as an acceptable Replacement Engine, as determined by current takeoff trend monitoring data and Engine historical and maintenance records. No Replacement Engine will be “on engineering watch”, on a reduced interval inspection unless otherwise agreed between Lessor and Lessee; (c) Lessee shall perform a maximum power assurance run in accordance with the Aircraft manufacturer’s maintenance manual unless otherwise agreed between the Lessor and Lessee; (d) Lessee, or their approved contractor will, with Lessor and/or its representatives being permitted to witness, perform a complete video borescope inspection of any such Replacement Engine in accordance with the Aircraft maintenance manual unless otherwise agreed between the Lessor and Lessee;

Replacement Engines. If any engine not owned by Lessor shall be installed on the returned Airframe as set forth in Paragraph (a) hereof, then Lessee will, concurrently with such delivery, at its own expense, furnish Lessor with a full warranty ▇▇▇▇ of sale, in form and substance satisfactory to Lessor with respect to each such engine and with a written opinion of FAA Counsel to the effect that, upon such return, Lessor will acquire a valid and perfected interest in such engine free and clear of all Liens (except Lessor's Liens). Thereupon, unless a Default or Event of Default shall have occurred and be continuing, Lessor will transfer to Lessee, on an "AS-IS, WHERE-IS" basis, all of Lessor's right, title and interest in and to any Engine not installed on the Airframe at the time of the return of such Airframe.

Replacement Engines. Lessee shall be entitled (subject to Clause 13.3), so long as no Default shall have occurred and be continuing, to install any engine on the Airframe or any part on the Airframe or any Engine by way of substitution, replacement, renewal or mandatory modification (notwithstanding that such installation is not in accordance with Clause 13.3) in circumstances where: (i) there shall not have been available to Lessee at the time and in the place that such engine or other part was required to be installed on the Airframe or, as the case may be, any Engine, a substitute or replacement engine or part complying with the requirements of Clause 13.3; and (ii) it would have resulted in an unreasonable disruption of the operation of the Aircraft or the business of Lessee as an airline or would have grounded the Aircraft if Lessee had deferred such installation until such time as an engine or part complying with the requirements of Clause 13.3 became available for installation in the Aircraft. In the case of either (i) or (ii) above, as soon as practicable after installation of the same on the Airframe or, as the case may be, such Engine, Lessee shall remove any such engine or part not complying with the requirements of Clause 13.3 and replace or substitute the same with an engine or part complying with the requirements of Clause 13.3. If, notwithstanding the foregoing, any replacement engine or part is owned by Lessor such replacement engine or part and the Engine or the Part replaced thereby shall be and remain the property of Lessor. Lessee shall assist Lessor in all reasonable respects to preserve, store, overhaul or dispose of such replaced Parts, all as may be reasonably directed by Lessor.

Replacement Engines. Prior to commencement of the return procedures under this Section 7, Lessee may replace one or both Engines then subject to this Lease with Replacement Engines; provided that such replacement shall not alter Lessee's obligations with respect to the Return Conditions set forth in Schedule 5.

Replacement Engines. In the event that any engine not owned by Lessor shall be installed on the returned Airframe as set forth in Section II (a) hereof, then Lessee will, concurrently with such delivery, at its own expense, furnish Lessor with a full warranty ▇▇▇▇ of sale, in form and substance satisfactory to Lessor, with respect to each such engine and with a written opinion of FAA Counsel to the effect that, upon such return, Lessor will acquire a valid and perfected interest in such engine free and clear of all Liens (except Lessor’s Liens). Thereupon, unless an Event of Default shall have occurred and be continuing, Lessor will transfer to Lessee, on an “AS-IS, WHERE-IS” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY BY, OR RECOURSE OR WARRANTY TO, LESSOR, except as to the absence of any Lessor’s Liens, all of Lessor’s right, title and interest in and to any Engine not installed on the Airframe at the time of the return of such Airframe.

Replacement Engines. 67 13.6 ALTERATIONS.......................................................................... 68 13.7 LIABILITY FOR COST OF ALTERATIONS; AD COST SHARING................................... 70 13.8

Replacement Engines. 92 (iii) ATLAS AIR, INC. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 27, 2004 and entered into by and among ATLAS AIR WORLDWIDE HOLDINGS, INC., a Delaware corporation ("HOLDINGS"), ATLAS AIR, INC., a Delaware corporation ("COMPANY"), THE LENDERS PARTY HERETO FROM TIME TO TIME, and DEUTSCHE BANK TRUST COMPANY AMERICAS ("DBTCA"), as administrative agent for Lenders (in such capacity, "ADMINISTRATIVE AGENT"). Capitalized terms used herein and not otherwise defined shall have the meanings specified in Section 1.