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 8.11(d), vest in Owner solely by virtue of its attachment to the Airframe or an Engine and it shall then be subject to the 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 Lessor, 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 Security Interest (except Lessor Liens), to any such Replacement Engine or other equipment in Owner and all documents required under the Financing Documents. After Lessor has determined that Lessee has permanently replaced an Engine in accordance with Section 8.11(b) and this Section 8.13, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor Liens), transfer to Lessee or will procure that Owner will transfer to Lessee all of 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 Lessee's expense provide or will procure that Owner provides a xxxx of sale or similar instrument as Lessee may reasonably request to evidence such transfer. Lessee shall indemnify Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred by Lessor, Owner 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 a temporary replacement of a Part in accordance with Section 8.11(d)6.2.4, vest in Owner Head Lessor solely by virtue of its attachment to the Airframe or an Engine and it shall then be subject to the Lease 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 LessorSublessor, Lessee 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 Security Interest Lien (except Lessor Permitted Liens), to any such Replacement Engine or other equipment in Owner Sublessor and all documents required under the Financing DocumentsDocuments and will take such steps as Sublessor may request to record and perfect such interests. After Lessor Sublessor has determined that Lessee Sublessee has permanently replaced an Engine in accordance with Section 8.11(b) 6.2.2 and this Section 8.137.4.3, Lessor will, or will procure that Owner Sublessor will, without recourse or warranty (except as to the absence of Lessor Sublessor’s Liens), transfer to Lessee or will procure that Owner will transfer to Lessee Sublessee all of Lessor's or Owner's, as the case may be, Sublessor’s rights to the engine that has been replaced, on an AS IS, WHERE IS basis, and will at Lessee's Sublessee’s expense provide or will procure that Owner provides a xxxx of sale or similar instrument as Lessee Sublessee may reasonably request to evidence such transfer. Lessee 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; 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 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 8.11(d)Part, title to any equipment that is installed on the Airframe shall vest in 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 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 Lessor, 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 Security Interest (except Lessor Liens), to any such Replacement Engine or other equipment in Owner and all documents required under the Financing Documents. After Lessor has determined that Lessee has permanently replaced an Engine in accordance with Section Clause 8.11(b) and this Section Clause 8.13, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor Lessor’s Liens), transfer to Lessee or will procure that Owner will transfer to Lessee all of Lessor's ’s or Owner's’s, as the case may be, rights to the engine that has been replaced, on an AS IS, WHERE IS basis, and will at Lessee's ’s expense provide or will procure that Owner provides a xxxx of sale or similar instrument as Lessee may reasonably request to evidence such transfer. Lessee shall indemnify indemnify, on an After-Tax Basis, Lessor, Owner and each other Tax Indemnitee for all fees, 07c043 CTA expenses and Taxes (except Lessor Taxes) incurred by Lessor, Owner 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 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 8.11(d)Part, vest in Owner solely by virtue of its attachment to the Airframe or an Engine and it shall then be subject to the 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 Lessor, 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 Security Interest (except Lessor Liens), to any such Replacement Engine or other equipment replaced part in Owner and all documents required under the Financing Documents. After Lessor has determined that Lessee has permanently replaced an Engine any Part in accordance with Section 8.11(b) (Removal of Parts) and this Section 8.13, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor Lessor’s Liens), transfer to Lessee or will procure that Owner will transfer to Lessee all of Lessor's ’s or Owner's’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 Lessee's ’s expense provide or will procure that Owner provides a xxxx of sale or similar instrument as Lessee may reasonably request to evidence such transfer. Lessee shall indemnify indemnify, on an After-Tax Basis, Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred by Lessor, Owner or any other Tax Indemnitee in connection with any such transfer; provided that with respect to , except for Lessor 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 8.11(d)or any In-Flight Equipment, vest in Owner solely by virtue of its attachment to the Airframe or an Engine and it shall then be subject to the 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 Lessor, 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 Security Interest (except Lessor Liens), to any such Replacement Engine Engine, Replacement APU or other equipment in Owner and all documents required under the Financing Documents. After Lessor has determined that Lessee has permanently replaced an Engine or the APU in accordance with Section 8.11(b8.11 (b) and this Section 8.13, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor Lessor's Liens), transfer to Lessee or will procure that Owner will transfer to Lessee all of 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 Lessee's expense provide or will procure that Owner provides a xxxx of sale or similar instrument as Lessee may reasonably request to evidence such transfer. Lessee shall indemnify indemnify, on an After-Tax Basis, Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred by Lessor, Owner 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 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 8.11(d)under the Lease, (ii) title to the replacement Part shall thereupon vest in Owner solely by virtue Lessor, free and clear of its attachment to the Airframe or an Engine all Security Interests (except Lessor Liens) and it (iii) such replacement Part shall then be become subject to the Lease and, if applicable, and be deemed a part of the Financing Documents, Engine for all purposes to the 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 Lessor, 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 Security Interest (except Lessor Liens), to any such Replacement Engine or other equipment in Owner and all documents required under the Financing DocumentsOwner. After Lessor has determined that Lessee has permanently replaced an the Engine in accordance with Section 8.11(b) (Permanent Replacement) and this Section 8.13, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor Liens), transfer to Lessee or will procure that Owner will transfer to Lessee all of Lessor's ’s or Owner's’s, as the case may be, rights right, title and interest in and to the engine Engine that has been replaced, on an AS IS, WHERE IS basis, and will at Lessee's ’s expense provide or will procure that Owner provides a xxxx of sale or similar instrument in form and substance as Lessee may reasonably request to evidence such transfer. Lessee shall indemnify Lessor, Owner and each other Tax Indemnitee for all fees, such out-of-pocket fees and expenses and Taxes as are reasonably incurred by Lessor, Owner or any such 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.