Common use of TITLE ON AN EQUIPMENT CHANGE Clause in Contracts

TITLE ON AN EQUIPMENT CHANGE. Title to any equipment that is installed on the Airframe shall, except in the case of an engine or a temporary replacement of a Part in accordance with Section 6.2.4, vest in Head Lessor solely by virtue of its attachment to the Airframe or an Engine and it shall then be subject to the Head Lease, the Sublease and, if applicable, the Financing Documents, as if it were attached to the Aircraft at Delivery. In the case of any replacement of an Engine, and otherwise if so requested by Sublessor, Sublessee will provide a properly executed xxxx of sale or similar instrument to evidence the vesting of good and marketable title, free and clear of any Lien (except Permitted Liens), to any such Replacement Engine or other equipment in Sublessor and all documents required under the Financing Documents and will take such steps as Sublessor may request to record and perfect such interests. After Sublessor has determined that Sublessee has permanently replaced an Engine in accordance with Section 6.2.2 and this Section 7.4.3, Sublessor will, without recourse or warranty (except as to the absence of Sublessor’s Liens), transfer to Sublessee all of Sublessor’s rights to the engine that has been replaced, on an AS IS, WHERE IS basis, and will at Sublessee’s expense provide a xxxx of sale or similar instrument as Sublessee may reasonably request to evidence such transfer. The parties will execute, deliver and file as appropriate amendments and supplements to the Sublease and Financing Documents required to evidence any replacement of an Engine and, where the Cape Town Convention applies, cooperate with the prompt registration of the transfer of titles at the International Registry. Sublessee shall indemnify Head Lessor, Sublessor, Owner Participant and each other Tax Indemnitee for all fees, expenses and Taxes incurred by Head Lessor, Sublessor, Owner Participant or any other Tax Indemnitee in connection with any such transfer.

TITLE ON AN EQUIPMENT CHANGE. Title to any equipment that is installed on the Airframe shall, except in the case of an engine or a temporary replacement of a Part in accordance with Section 6.2.48.11(d), vest in Head Lessor Owner solely by virtue of its attachment to the Airframe or an Engine and it shall then be subject to the Head Lease, the Sublease Lease and, if applicable, the Financing Documents, as if it were attached to the Aircraft at Delivery. In the case of any replacement of an Engine, and otherwise if so requested by SublessorLessor, Sublessee Lessee will provide a properly executed xxxx of sale or similar instrument to evidence the vesting of good and marketable title, free and clear of any Lien Security Interest (except Permitted Lessor Liens), to any such Replacement Engine or other equipment in Sublessor Owner and all documents required under the Financing Documents and will take such steps as Sublessor may request to record and perfect such interestsDocuments. After Sublessor Lessor has determined that Sublessee Lessee has permanently replaced an Engine in accordance with Section 6.2.2 8.11(b) and this Section 7.4.38.13, Sublessor Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Sublessor’s Lessor Liens), transfer to Sublessee Lessee or will procure that Owner will transfer to Lessee all of Sublessor’s Lessor's or Owner's, as the case may be, rights to the engine that has been replaced, on an AS IS, WHERE IS basis, and will at Sublessee’s Lessee's expense provide or will procure that Owner provides a xxxx of sale or similar instrument as Sublessee Lessee may reasonably request to evidence such transfer. The parties will execute, deliver and file as appropriate amendments and supplements to the Sublease and Financing Documents required to evidence any replacement of an Engine and, where the Cape Town Convention applies, cooperate with the prompt registration of the transfer of titles at the International Registry. Sublessee Lessee shall indemnify Head Lessor, Sublessor, Owner Participant and each other Tax Indemnitee for all fees, expenses and Taxes incurred by Head Lessor, Sublessor, Owner Participant or any other Tax Indemnitee in connection with any such transfer; provided that with respect to Taxes, the obligations of Lessee hereunder shall be subject to the exclusions set forth in Section 5.7(c) hereof with the exception of clause (iii) thereof and to the contest rights set forth in Section 5.9 above.

TITLE ON AN EQUIPMENT CHANGE. Title to any equipment that is installed on the Airframe shall, except in the case of an engine or an auxiliary power unit or a temporary replacement of a Part in accordance with Section 6.2.4or any In-Flight Equipment, vest in Head Lessor Owner solely by virtue of its attachment to the Airframe or an Engine and it shall then be subject to the Head Lease, the Sublease Lease and, if applicable, the Financing Documents, as if it were attached to the Aircraft at Delivery. In the case of any replacement of an EngineEngine or the APU pursuant to Section 8.11 (b), and otherwise if so requested by SublessorLessor, Sublessee Lessee will provide a properly executed xxxx of sale or similar instrument to evidence the vesting of good and marketable title, free and clear of any Lien Security Interest (except Permitted Lessor Liens), to any such Replacement Engine Engine, Replacement APU or other equipment in Sublessor Owner and all documents required under the Financing Documents and will take such steps as Sublessor may request to record and perfect such interestsDocuments. After Sublessor Lessor has determined that Sublessee Lessee has permanently replaced an Engine or the APU in accordance with Section 6.2.2 8.11 (b) and this Section 7.4.38.13, Sublessor Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Sublessor’s Lessor's Liens), transfer to Sublessee Lessee or will procure that Owner will transfer to Lessee all of Sublessor’s Lessor's or Owner's, as the case may be, rights to the engine or the auxiliary power unit that has been replaced, on an AS IS, WHERE IS basis, and will at Sublessee’s Lessee's expense provide or will procure that Owner provides a xxxx of sale or similar instrument as Sublessee Lessee may reasonably request to evidence such transfer. The parties will executeLessee shall indemnify, deliver and file as appropriate amendments and supplements to the Sublease and Financing Documents required to evidence any replacement of on an Engine andAfter-Tax Basis, where the Cape Town Convention applies, cooperate with the prompt registration of the transfer of titles at the International Registry. Sublessee shall indemnify Head Lessor, Sublessor, Owner Participant and each other Tax Indemnitee for all fees, expenses and Taxes incurred by Head Lessor, Sublessor, Owner Participant or any other Tax Indemnitee in connection with any such transfer.

TITLE ON AN EQUIPMENT CHANGE. Title to any equipment that is installed on the Airframe shall, except in the case of an engine or an auxiliary power unit or a temporary replacement of a Part in accordance with Section 6.2.4or any In-Flight Equipment, vest in Head Lessor Owner solely by virtue of its attachment to the Airframe or an Engine and it shall then be subject -36- to the Head Lease, the Sublease Lease and, if applicable, the Financing Documents, as if it were attached to the Aircraft at Delivery. In the case of any replacement of an EngineEngine or the APU pursuant to Section 8.11(b), and otherwise if so requested by SublessorLessor, Sublessee Lessee will provide a properly executed xxxx of sale or similar instrument to evidence the vesting of good and marketable title, free and clear of any Lien Security Interest (except Permitted Lessor Liens), to any such Replacement Engine Engine, Replacement APU or other equipment in Sublessor Owner and all documents required under the Financing Documents and will take such steps as Sublessor may request to record and perfect such interestsDocuments. After Sublessor Lessor has determined that Sublessee Lessee has permanently replaced an Engine or the APU in accordance with Section 6.2.2 8.11(b) and this Section 7.4.38.13, Sublessor Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Sublessor’s Lessor's Liens), transfer to Sublessee Lessee or will procure that Owner will transfer to Lessee all of Sublessor’s Lessor's or Owner's, as the case may be, rights to the engine or the auxiliary power unit that has been replaced, on an AS IS, WHERE IS basis, and will at Sublessee’s Lessee's expense provide or will procure that Owner provides a xxxx of sale or similar instrument as Sublessee Lessee may reasonably request to evidence such transfer. The parties will executeLessee shall indemnify, deliver and file as appropriate amendments and supplements to the Sublease and Financing Documents required to evidence any replacement of on an Engine andAfter-Tax Basis, where the Cape Town Convention applies, cooperate with the prompt registration of the transfer of titles at the International Registry. Sublessee shall indemnify Head Lessor, Sublessor, Owner Participant and each other Tax Indemnitee for all fees, expenses and Taxes incurred by Head Lessor, Sublessor, Owner Participant or any other Tax Indemnitee in connection with any such transfer.

TITLE ON AN EQUIPMENT CHANGE. Title to any equipment Part that is installed on the Airframe Engine shall, except in the case of an engine or a temporary replacement of a Part in accordance with Section 6.2.4Part, vest in Head Lessor Owner solely by virtue of its attachment to the Airframe or an Engine and it shall then be subject to the Head Lease, the Sublease Lease and, if applicable, the Financing Documents, as if it were attached to the Aircraft Engine at Delivery. In the case of any replacement of an Engine, and otherwise if If so requested by SublessorLessor, Sublessee Lessee will provide a properly executed xxxx of sale or similar instrument to evidence the vesting of good and marketable title, free and clear of any Lien Security Interest (except Permitted Lessor Liens), to any such Replacement Engine or other equipment replaced part in Sublessor Owner and all documents required under the Financing Documents and will take such steps as Sublessor may request to record and perfect such interestsDocuments. After Sublessor Lessor has determined that Sublessee Lessee has permanently replaced an Engine any Part in accordance with Section 6.2.2 8.11(b) (Removal of Parts) and this Section 7.4.38.13, Sublessor Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of SublessorLessor’s Liens), transfer to Sublessee Lessee or will procure that Owner will transfer to Lessee all of SublessorLessor’s or Owner’s, as the case may be, rights to the engine Parts that has been replaced, on an AS IS, WHERE IS basis, and will at SublesseeLessee’s expense provide or will procure that Owner provides a xxxx of sale or similar instrument as Sublessee Lessee may reasonably request to evidence such transfer. The parties will executeLessee shall indemnify, deliver and file as appropriate amendments and supplements to the Sublease and Financing Documents required to evidence any replacement of on an Engine andAfter-Tax Basis, where the Cape Town Convention applies, cooperate with the prompt registration of the transfer of titles at the International Registry. Sublessee shall indemnify Head Lessor, Sublessor, Owner Participant and each other Tax Indemnitee for all fees, expenses and Taxes incurred by Head Lessor, Sublessor, Owner Participant or any other Tax Indemnitee in connection with any such transfer, except for Lessor Taxes.

TITLE ON AN EQUIPMENT CHANGE. Title to any Except in the case of an Equipment Change consisting of equipment leased from third parties that is installed on an addition to the Airframe shallAircraft, is not required pursuant to the terms of the Lease or to maintain the Insurances and upon removal or reversal would not diminish the value, utility, airworthiness or condition of the Aircraft from what it was prior to installation of the Equipment Change, and except in the case of an engine or a temporary replacement of a Part in accordance with Section 6.2.4Part, title to any equipment that is installed on the Airframe shall vest in Head Lessor Owner solely by virtue of its attachment to the Airframe or an Engine in accordance with applicable Law (including the lex situs) in any event without derogation from Lessee’s obligations under Clause 8.11(b)(iii)) and it shall then be subject to the Head Lease, the Sublease Lease and, if applicable, the Financing Documents (provided always that the Lessee shall be notified as soon as practicable of such applicable Financing Documents, as if it were attached to the Aircraft at DeliveryDelivery subject, however, to Permitted Liens and title to any equipment replaced by such installation shall thereupon vest in Lessee (in accordance with applicable Law including the lex situs). In the case of any replacement of an Engine, and otherwise if so requested by SublessorLessor, Sublessee Lessee will provide a properly executed xxxx of sale or similar instrument to evidence the vesting of good and marketable title, free and clear of any Lien Security Interest (except Permitted Lessor Liens), to any such Replacement Engine or other equipment in Sublessor Owner and all documents required under the Financing Documents and will take such steps as Sublessor may request to record and perfect such interestsDocuments. After Sublessor Lessor has determined that Sublessee Lessee has permanently replaced an Engine in accordance with Section 6.2.2 Clause 8.11(b) and this Section 7.4.3Clause 8.13, Sublessor Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of SublessorLessor’s Liens), transfer to Sublessee Lessee or will procure that Owner will transfer to Lessee all of SublessorLessor’s or Owner’s, as the case may be, rights to the engine that has been replaced, on an AS IS, WHERE IS basis, and will at SublesseeLessee’s expense provide or will procure that Owner provides a xxxx of sale or similar instrument as Sublessee Lessee may reasonably request to evidence such transfer. The parties will executeLessee shall indemnify, deliver and file as appropriate amendments and supplements to the Sublease and Financing Documents required to evidence any replacement of on an Engine andAfter-Tax Basis, where the Cape Town Convention applies, cooperate with the prompt registration of the transfer of titles at the International Registry. Sublessee shall indemnify Head Lessor, Sublessor, Owner Participant and each other Tax Indemnitee for all fees, 07c043 CTA expenses and Taxes (except Lessor Taxes) incurred by Head Lessor, Sublessor, Owner Participant or any other Tax Indemnitee in connection with any such transfer.

TITLE ON AN EQUIPMENT CHANGE. Title to all Parts at any equipment that is time removed from the Engine shall remain vested in Lessor, no matter where located, until such time as such Parts shall be replaced permanently by parts which have been incorporated or installed on in or attached to the Airframe shall, except Engine and which meet the requirement for replacement Parts specified above. Immediately upon any replacement Part’s becoming incorporated in the case Engine, without further act (i) title to the replaced Part shall thereupon vest in Lessee free and clear of an engine or a temporary replacement all rights of Lessor and Lessor Liens, and shall no longer be deemed a Part in accordance with Section 6.2.4under the Lease, (ii) title to the replacement Part shall thereupon vest in Head Lessor, free and clear of all Security Interests (except Lessor solely by virtue of its attachment to the Airframe or an Engine Liens) and it (iii) such replacement Part shall then be become subject to the Head Lease, Lease and be deemed a part of the Sublease and, if applicable, Engine for all purposes to the Financing Documents, same extent as if it were the Parts originally incorporated or installed in or attached to the Aircraft Engine at Delivery. In the case of any replacement of an the Engine, and otherwise if so requested by Sublessor, Sublessee Lessee will provide a properly executed xxxx of sale or similar instrument to evidence the vesting of good and marketable valid title, free and clear of any Lien Security Interest (except Permitted Lessor Liens), to any such Replacement Engine or other equipment in Sublessor and all documents required under the Financing Documents and will take such steps as Sublessor may request to record and perfect such interestsOwner. After Sublessor has determined that Sublessee Lessee has permanently replaced an the Engine in accordance with Section 6.2.2 8.11(b) (Permanent Replacement) and this Section 7.4.38.13, Sublessor Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Sublessor’s Lessor Liens), transfer to Sublessee Lessee or will procure that Owner will transfer to Lessee all of SublessorLessor’s rights or Owner’s, as the case may be, right, title and interest in and to the engine Engine that has been replaced, on an AS IS, WHERE IS basis, and will at SublesseeLessee’s expense provide or will procure that Owner provides a xxxx of sale or similar instrument in form and substance as Sublessee Lessee may reasonably request to evidence such transfer. The parties will execute, deliver and file as appropriate amendments and supplements to the Sublease and Financing Documents required to evidence any replacement of an Engine and, where the Cape Town Convention applies, cooperate with the prompt registration of the transfer of titles at the International Registry. Sublessee Lessee shall indemnify Head Lessor, Sublessor, Owner Participant and each other Tax Indemnitee for all fees, such out-of-pocket fees and expenses and Taxes as are reasonably incurred by Head Lessor, Sublessor, Owner Participant or any such other Tax Indemnitee in connection with any such transfer.