Common use of TITLE TRANSFERS BY LESSOR Clause in Contracts

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe or any Engine to Lessee or any other person pursuant to this Lease, then (a) Lessor shall (1) transfer to Lessee or such other person, as the case may be, all of Lessor's right, title and interest in and to the Aircraft, Airframe or such Engine, as the case may be, free and clear of all Lessor Liens, (2) so long as the Lien of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine, (3) assign to Lessee or such other person, as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may be, if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe or such Engine, in each case free of Lessor Liens, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, as the case may be, a xxxx of sale and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other person, as the case may be), as Lessee (or such other person, as the case may be) may reasonably request.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe or any Engine to Lessee or any other person pursuant to this Lease, then (a) Lessor shall (1) transfer to Lessee or such other person, as the case may be, all of Lessor's right, title and interest in and to the Aircraft, Airframe or such Engine, as the case may be, free and clear of all Lessor LiensLiens but otherwise on an "as-is", "where is" basis, (2) so long as the Lien of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine, (3) assign to Lessee or such other person, as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may be, if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe or such Engine, in each case free of Lessor Liens, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, as the case may be, a xxxx of sale and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other person, as the case may be), as Lessee (or such other person, as the case may be) may reasonably request.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe Aircraft or any Engine to Lessee or any other person its designee pursuant to this Lease, then (ai) Lessor shall will (1A) transfer to Lessee or such other personits designee, without recourse or warranty (except as to the case may beabsence of Lessor’s Liens and Liens of the type described in Section 6(h)), all of Lessor's ’s right, title and interest in and to the Aircraft, Airframe such Aircraft or such Engine, as the case may be, free and clear of all right, title and interest of Lessor Liensand of Lessor’s Liens and Liens of the type described in Section 6(h), all in AS-IS WHERE-IS condition, (2B) so long as the Lien at Lessee’s expense, execute and deliver such bills of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or sale (and any such Engine, (3) assign to Lessee or such other person, as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may be, if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe or such Engine, in each case free of Lessor Liens, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, as the case may be, a xxxx of sale shall be in such form as will qualify as a “contract of sale” pursuant to Article V of the Aircraft Protocol) and agreements of assignment, evidencing such transfer other documents and assignment, and such other instruments of transfertransfer (including consents to appropriate registrations with the International Registry), all in form and substance reasonably satisfactory to Lessee (or such other person, as the case may be)Lessee, as Lessee shall reasonably request to evidence (on the public record or otherwise) such transfer and the vesting in Lessee or its designee of all of Lessor’s right, title and interest in and to such Aircraft or Engine and (C) take such actions as may be required to be taken by Lessor so that the transfer of such Aircraft or Engine to Lessee or its designee shall be registered as a Sale on the International Registry, (ii) Lessor will assign (to the extent freely assignable) to Lessee or its designee all of Lessor’s rights in any available warranties with respect to such Aircraft or Engine and (iii) Lessor will assign (to the extent freely assignable) to Lessee or its designee, pursuant to an assignment agreement in form and substance reasonably satisfactory to Lessee, all of its right, title and interest in and to claims against third Persons (other personthan any insurer with respect to an insurance policy obtained by or on behalf of Lessor or Owner Participant for its own account, in each case so long as such retained claims in no way interfere with the case may beassignments described in clauses (i) may reasonably requestand (ii) of this sentence) relating to such Aircraft or Engine.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe or any Engine to Lessee or any other person pursuant to this Lease, then (a) Lessor shall (1) transfer to Lessee or such other person, as the case may be, all of Lessor's right, title and interest in and to the Aircraft, Airframe or such Engine, as the case may be, free and clear of all Lessor Liens, (2) so long as the Lien of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine, (3) assign to Lessee or such other person, as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may be, if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe or such Engine, in each case free of Lessor Liens, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, as the case may be, a xxxx of sale bill xx xale and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other person, as the case may be), as Lessee (or such other person, as the case may be) may reasonably request.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe Aircraft or any Engine to Lessee or any other person its designee pursuant to this Lease, then (ai) Lessor shall will (1A) transfer to Lessee or such other personits designee, without recourse or warranty (except as to the case may beabsence of Lessor’s Liens and Liens of the type described in Section 6(h)), all of Lessor's ’s right, title and interest in and to the Aircraft, Airframe such Aircraft or such Engine, as the case may be, free and clear of all right, title and interest of Lessor Liensand of Lessor’s Liens and Liens of the type described in Section 6(h), all in AS-IS WHERE-IS condition, (2B) so long as the Lien at Lessee’s expense, execute and deliver such bills of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or sale (and any such Engine, (3) assign to Lessee or such other person, as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may be, if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe or such Engine, in each case free of Lessor Liens, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, as the case may be, a xxxx of sale shall be in such form as will qualify as a “contract of sale” pursuant to Article V of the Aircraft Protocol) and agreements of assignment, evidencing such transfer other documents and assignment, and such other instruments of transfertransfer (including consents to appropriate registrations with the International Registry), all in form and substance reasonably satisfactory to Lessee (or such other person, as the case may be)Lessee, as Lessee shall reasonably request to evidence (on the public record or otherwise) such other persontransfer and the vesting in Lessee or its designee of all of Lessor’s right, title and interest in and to such Aircraft or Engine and (C) take such actions as may be required to be taken by Lessor so that the case may betransfer of such Aircraft or Engine to Lessee or its designee shall be registered as a Sale on the International Registry, (ii) may Lessor will assign (to the extent freely assignable) to Lessee or its designee all of Lessor’s rights in any available warranties with respect to such Aircraft or Engine and (iii) Lessor will assign (to the extent freely assignable) to Lessee or its designee, pursuant to an assignment agreement in form and substance reasonably requestsatisfactory to Lessee, all of its right, title and interest in and to claims against third Persons relating to such Aircraft or Engine.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe the Airframe, or any Engine to Lessee or any other person Person pursuant to this Lease, then (a) Lessor shall (1) transfer to Lessee or such other person, Person (as the case may be, applicable) all of Lessor's right, title and interest in and to the Aircraft, Airframe the Airframe, or such Engine, Engine (as the case may beapplicable), free and clear of all Lessor LiensLiens attributable to Lessor, FSB, or Owner Participant, (2) so long as the Lien of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine, (3) assign to Lessee or such other person, Person (as the case may beapplicable), if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe the Airframe, or such Engine, and (43) assign to Lessee or such other person, Person (as the case may beapplicable), if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe the Airframe, or such Engine, in each case free of Lessor LiensLiens attributable to Lessor, FSB, or Owner Participant, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, Person (as the case may beapplicable), a xxxx bxxx of sale and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other personPerson, as the case may beapplicable), as Lessee (or such other personPerson, as the case may beapplicable) may reasonably requestrequest and furnish to Lessor.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe or any Engine to Lessee or any other person pursuant to this LeaseSection 5.3, 9, 10 or 17.3, then (a) Lessor shall (1) transfer to Lessee or such other person, as the case may be, all of Lessor's right, title and interest in and to the Aircraft, Airframe or such Engine, as the case may be, free and clear of all Lessor Liens, (2) so long as the Lien of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine, (3) assign to Lessee or such other person, as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (43) assign to Lessee or such other person, as the case may be, if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe or such Engine, in each case free of Lessor LiensLiens attributable to Lessor or Owner Participant, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, as the case may be, a xxxx of bill xx sale and agreements of assignment, evidencing such transfer and assignment, assignment and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessor and Lessee (or such other person, as the case may be), as Lessee (or such other person, as the case may be) may reasonably request.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe the Airframe, or any Engine to Lessee or any other person Person pursuant to this Lease, then (a) Lessor shall (1) transfer to Lessee or such other person, Person (as the case may be, applicable) all of Lessor's right, title and interest in and to the Aircraft, Airframe the Airframe, or such Engine, Engine (as the case may beapplicable), free and clear of all Lessor LiensLiens attributable to Lessor, FSB, or Owner Participant, (2) so long as the Lien of the Trust Indenture Mortgage has not been discharged, comply with the Trust Indenture Mortgage relating to the release of the Aircraft, Airframe the Airframe, or such Engine, (3) assign to Lessee or such other person, Person (as the case may beapplicable), if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe the Airframe, or such Engine, and (4) assign to Lessee or such other person, Person (as the case may beapplicable), if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe the Airframe, or such Engine, in each case free of Lessor LiensLiens attributable to Lessor, FSB, or Owner Participant, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, Person (as the case may beapplicable), a xxxx bxxx of sale and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other personPerson, as the case may beapplicable), as Lessee (or such other personPerson, as the case may beapplicable) may reasonably requestrequest and furnish to Lessor.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe or any Engine to Lessee or any other person pursuant to this Lease, then (aA) Lessor shall (1) transfer to Lessee or such other person, as the case may be, all of Lessor's right, title and interest in and to the Aircraft, Airframe or such Engine, as the case may be, free and clear of all Lessor Lessor's Liens, (2) so long as the Lien of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine, (3) assign to Lessee or such other person, as the case may be, if and to the extent permitted under the Purchase Agreementpermitted, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (43) assign to Lessee or such other person, as the case may be, if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe or such Engine, in each case free of Lessor Liens, Lessor's Liens and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Lessor's Liens, as aforesaid), and (bB) Lessor shall promptly deliver to Lessee or such other person, as the case may be, a xxxx bill of sale and agreements of assignment, evidencing such transfer txxxxfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other person, as the case may be), as Lessee (or such other person, as the case may be) may reasonably request.

TITLE TRANSFERS BY LESSOR. (a) If Lessor shall be required to transfer title to the Aircraft, Airframe the Airframe, or any Engine to Lessee or any other person Person pursuant to § 5.3 or § 9 of this Lease, then then (a1) Lessor shall (1aa) transfer to Lessee or such other person, Person (as *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the case may be, SEC applicable) all of Lessor's ’s right, title title, and interest in and to the Aircraft, Airframe the Airframe, or such Engine, Engine (as the case may beapplicable), free and clear of all Lessor LiensLiens attributable to Lessor or Owner Participant, (2bb) so long as the Lien of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine[RESERVED], (3cc) [RESERVED], and (dd) assign to Lessee or such other person, Person (as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may beapplicable), if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe the Airframe, or such Engine, in each case on an “as is, where is, and with all faults” basis, free of all Lessor LiensLiens attributable to Lessor or Owner Participant, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1aa) above and as to the absence of such Lessor Liens, as aforesaid), and and (b2) Lessor shall promptly deliver to Lessee or such other person, Person (as the case may beapplicable), a xxxx of sale and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessor and Lessee (or such other personPerson, as the case may beapplicable), as Lessee (or such other personPerson, as applicable) may reasonably request; and Lessor shall also promptly consent to the making of such filings on the International Registry as shall be necessary and sufficient to register any such transfer and assignment, and Lessor shall also consent to the discharge on the International Registry of any registrations of International Interests in favor of Lessor with respect to the subject Airframe or Engine(s) under this Lease. (b) Any assignment, sale, transfer, or other conveyance of the Aircraft, the Airframe, or any Engine by Lessor pursuant to this Lease shall be effective to transfer or convey all right, title, and interest of Lessor in and to such Aircraft, Airframe or Engine, as the case may be) may reasonably request. No purchaser or other grantee shall be required to inquire as to the authorization, necessity, expediency, or regularity of such assignment, sale, transfer, or conveyance, or as to the application of any sale or other proceeds with respect thereto by Lessor.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe or any Engine to Lessee or any other person pursuant to this Lease, then (a) Lessor shall (1) transfer to Lessee or such other person, as the case may be, all of Lessor's right, title and interest in and to the Aircraft, Airframe or such Engine, as the case may be, free and clear of all Lessor Liens, (2) so long as the Lien of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine, (3) assign to Lessee or such other person, as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may be, if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe or such Engine, in each case free of Lessor Liens, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, as the case may be, a xxxx of bixx xf sale and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other person, as the case may be), as Lessee (or such other person, as the case may be) may reasonably request.

TITLE TRANSFERS BY LESSOR. (a) If Lessor shall be required to transfer title to the Aircraft, Airframe the Airframe, or any Engine to Lessee or any other person Person pursuant to § 5.4 or § 9 of this Lease, then then (a1) Lessor shall (1aa) transfer to Lessee or such other person, Person (as the case may be, applicable) all of Lessor's ’s right, title title, and interest in and to the Aircraft, Airframe the Airframe, or such Engine, Engine (as the case may beapplicable), free and clear of all Lessor LiensLiens attributable to Lessor or Owner Participant, (2bb) so long as the Lien of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine[RESERVED], (3cc) [RESERVED], and (dd) assign to Lessee or such other person, Person (as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may beapplicable), if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe the Airframe, or such Engine, in each case on an “as is, [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. where is, and with all faults” basis, free of all Lessor LiensLiens attributable to Lessor or Owner Participant, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1aa) above and as to the absence of such Lessor Liens, as aforesaid), and and (b2) Lessor shall promptly deliver to Lessee or such other person, Person (as the case may beapplicable), a xxxx of sale and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessor and Lessee (or such other personPerson, as the case may beapplicable), as Lessee (or such other personPerson, as applicable) may reasonably request; and Lessor shall also promptly consent to the making of such filings on the International Registry as shall be necessary and sufficient to register any such transfer and assignment, and Lessor shall also consent to the discharge on the International Registry of any registrations of International Interests in favor of Lessor with respect to the subject Airframe or Engine(s) under this Lease. (b) Any assignment, sale, transfer, or other conveyance of the Aircraft, the Airframe, or any Engine by Lessor pursuant to this Lease shall be effective to transfer or convey all right, title, and interest of Lessor in and to such Aircraft, Airframe or Engine, as the case may be) may reasonably request. No purchaser or other grantee shall be required to inquire as to the authorization, necessity, expediency, or regularity of such assignment, sale, transfer, or conveyance, or as to the application of any sale or other proceeds with respect thereto by Lessor.

TITLE TRANSFERS BY LESSOR. (a) If Lessor shall be required to transfer title to the Aircraft, Airframe the Airframe, or any Engine to Lessee or any other person Person pursuant to § 5.4 or § 9 of this Lease, then then (a1) Lessor shall (1aa) transfer to Lessee or such other person, Person (as the case may be, applicable) all of Lessor's ’s right, title title, and interest in and to the Aircraft, Airframe the Airframe, or such Engine, Engine (as the case may beapplicable), free and clear of all Lessor LiensLiens attributable to Lessor or Owner Participant, (2bb) so long as the Lien of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine[RESERVED], (3cc) [RESERVED], and (dd) assign to Lessee or such other person, Person (as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may beapplicable), if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe the Airframe, or such Engine, in each case on an “as is, where is, and with all faults” basis, free of all Lessor LiensLiens attributable to Lessor or Owner Participant, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1aa) above and as to the absence of such Lessor Liens, as aforesaid), and and (b2) Lessor shall promptly deliver to Lessee or such other person, Person (as the case may beapplicable), a xxxx of sale and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessor and Lessee (or such other personPerson, as the case may beapplicable), as Lessee (or such other personPerson, as applicable) may reasonably request; and Lessor shall also promptly consent to the making of such filings on the International Registry as shall be necessary and sufficient to register any such transfer and assignment, and Lessor shall also consent to the discharge on the International Registry of any registrations of International Interests in favor of Lessor with respect to the subject Airframe or Engine(s) under this Lease. (b) Any assignment, sale, transfer, or other conveyance of the Aircraft, the Airframe, or any Engine by Lessor pursuant to this Lease shall be effective to transfer or convey all right, title, and interest of Lessor in and to such Aircraft, Airframe or Engine, as the case may be) may reasonably request. No purchaser or other grantee shall be required to inquire as to the authorization, necessity, expediency, or regularity of such assignment, sale, transfer, or conveyance, or as to the application of any sale or other proceeds with respect thereto by Lessor.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe or any Engine to Lessee or any other person pursuant to this Lease, then (a) Lessor shall (1) transfer to Lessee or such other person, as the case may be, all of Lessor's right, title and interest in and to the Aircraft, Airframe or such Engine, as the case may be, free and clear of all Lessor LiensLiens attributable to the Lessor or Owner Participant, (2) so long as the Lien of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine, (3) assign to Lessee or such other person, as the case may be, if and to the extent permitted under the Purchase Agreementpossible, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may be, if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe or such Engine, in each case free of Lessor LiensLiens attributable to the Lessor or Owner Participant, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, as the case may be, a xxxx of sale and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other person, as the case may be), as Lessee (or such other person, as the case may be) may reasonably request.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe Airframe, any Engine or any Engine Part to Lessee or any other person pursuant to this Lease, then (a) Lessor shall (1) transfer to Lessee or such other person, as the case may be, all of Lessor's ’s right, title and interest in and to the Aircraft, Airframe Airframe, such Engine or such EnginePart (such right, title and interest being no less than that transferred to Lessor by the Lessee), as the case may be, free and clear of all Lessor LiensLiens but otherwise on an “as is, where is, with all faults” basis and (2) so long as the Lien of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine, (3) assign to Lessee or such other person, as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may be, if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe or Airframe, such EngineEngine or, upon request of Lessee, such Part, in each case free of Lessor Liens, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, as the case may be, a xxxx of sale and agreements of assignment, in the case of Parts, as reasonably requested by Lessee, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other person, as the case may be), as Lessee (or such other person, as the case may be) may reasonably request.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe or any Engine to Lessee or any other person pursuant to this Lease, then (a) Lessor shall (1) transfer to Lessee or such other person, as the case may be, all of Lessor's right, title and interest in and to the Aircraft, Airframe or such Engine, as the case may be, free and clear of all Lessor LiensLiens attributable to Lessor or Owner Participant, (2) so long as the Lien of the Trust Indenture has not been discharged, comply with the terms of the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine, (3) assign to Lessee or such other person, as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may be, if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe or such Engine, in each case free of Lessor LiensLiens attributable to Lessor or Owner Participant, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, as the case may be, a xxxx of sale and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other person, as the case may be), as Lessee (or such other person, as the case may be) may reasonably request.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe the Airframe, or any Engine to Lessee or any other person Person pursuant to this Lease, then (a) Lessor shall (1) transfer to Lessee or such other person, Person (as the case may be, applicable) all of Lessor's right, title and interest in and to the Aircraft, Airframe the Airframe, or such Engine, Engine (as the case may beapplicable), free and clear of all Lessor LiensLiens attributable to Lessor, FSB, or Owner Participant, (2) so long as the Lien of the Trust Indenture Mortgage has not been discharged, comply with the Trust Indenture Mortgage relating to the release of the Aircraft, Airframe the Airframe, or such Engine, (3) assign to Lessee or such other person, Person (as the case may beapplicable), if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe the Airframe, or such Engine, and (4) assign to Lessee or such other person, Person (as the case may beapplicable), if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe the Airframe, or such Engine, in each case free of Lessor LiensLiens attributable to Lessor, FSB, or Owner Participant, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, Person (as the case may beapplicable), a xxxx of sale and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other personPerson, as the case may beapplicable), as Lessee (or such other personPerson, as the case may beapplicable) may reasonably requestrequest and furnish to Lessor.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe or any Engine to Lessee or any other person pursuant to this Lease, then (a) Lessor shall (1) transfer to Lessee or such other person, as the case may be, all of Lessor's right, title and interest in and to the Aircraft, Airframe or such Engine, as the case may be, free and clear of all Lessor LiensLiens attributable to Lessor or Owner Participant, (2) so long as the Lien of the Trust Indenture has not been discharged, comply with the terms of the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine, (3) assign to Lessee or such other person, as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may be, if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe or such Engine, in each case free of Lessor LiensLiens attributable to Lessor or Owner Participant, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, as the case may be, a xxxx of bill xx sale and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other person, as the case may be), as Lessee (or such other person, as the case may be) may reasonably request.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe or any Engine to Lessee or any other person pursuant to this Lease, then (a) Lessor shall at Lessee's expense (1) transfer to Lessee or such other person, as the case may be, all of Lessor's right, title and interest in and to the Aircraft, Airframe or such Engine, as the case may be, free and clear of all Lessor LiensLiens attributable to Lessor, Bank or Owner Participant, but otherwise on an "as-is", "where is" basis, (2) so long as the Lien of the Trust Indenture Security Agreement has not been discharged, comply with the Trust Indenture Security Agreement relating to the release of the Aircraft, Airframe or such Engine, (3) assign to Lessee or such other person, as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may be, if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe or such Engine, in each case free of Lessor LiensLiens attributable to Lessor, Bank or Owner Participant, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall at Lessee's expense promptly deliver to Lessee or such other person, as the case may be, a xxxx of sale and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other person, as the case may be), as Lessee (or such other person, as the case may be) may reasonably request.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe Aircraft or any Engine to Lessee or any other person its designee pursuant to this Lease, then (ai) Lessor shall will (1A) transfer to Lessee or such other personits designee, without recourse or warranty (except as to the case may beabsence of Lessor’s Liens and Liens of the type described in Section 6(h)), all of Lessor's ’s right, title and interest in and to the Aircraft, Airframe such Aircraft or such Engine, as the case may be, free and clear of all right, title and interest of Lessor Liensand of Lessor’s Liens and Liens of the type described in Section 6(h), all in AS-IS WHERE-IS condition, (2B) so long as the Lien at Lessee’s expense, execute and deliver such bills of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or sale (and any such Engine, (3) assign to Lessee or such other person, as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may be, if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe or such Engine, in each case free of Lessor Liens, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, as the case may be, a xxxx of sale shall be in such form as will qualify as a “contract of sale” pursuant to Article V of the Aircraft Protocol) and agreements of assignment, evidencing such transfer other documents and assignment, and such other instruments of transfertransfer (including consents to appropriate registrations with the International Registry), all in form and substance reasonably satisfactory to Lessee (or such other person, as the case may be)Lessee, as Lessee shall reasonably request to evidence (on the public record or otherwise) such other persontransfer and the vesting in Lessee or its designee of all of Lessor’s right, title and interest in and to such Aircraft or Engine and (C) take such actions as may be required to be taken by Lessor so that the case may betransfer of such Aircraft or Engine to Lessee or its designee shall be registered as a Sale on the International Registry, (ii) may Lessor will assign (to the extent freely assignable) to Lessee or its designee all of Lessor’s rights in any available warranties with respect to such Aircraft or Engine and (iii) Lessor will assign (to the extent freely assignable) to Lessee or its designee, pursuant to an assignment agreement in form and substance reasonably request.satisfactory to Lessee, all of its right, title and interest in and to claims against third Persons relating to such Aircraft or Engine. CT1001520_LA1_AAL_A320Family_EXECUTION LA1 - Lease Agreement

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe the Airframe, or any Engine to Lessee or any other person Person pursuant to this Lease, then (a) Lessor shall (1) transfer to Lessee or such other person, Person (as the case may be, applicable) all of Lessor's right, title and interest in and to the Aircraft, Airframe the Airframe, or such Engine, Engine (as the case may beapplicable), free and clear of all Lessor Liens, (2) so long as the Lien of the Trust Indenture Mortgage has not been discharged, comply with the Trust Indenture Mortgage relating to the release of the Aircraft, Airframe the Airframe, or such Engine, (3) assign to Lessee or such other person, Person (as the case may beapplicable), if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe the Airframe, or such Engine, and (4) assign to Lessee or such other person, Person (as the case may beapplicable), if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe the Airframe, or such Engine, in each case free of Lessor Liens, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, Person (as the case may beapplicable), a xxxx of sale and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other personPerson, as the case may beapplicable), as Lessee (or such other personPerson, as the case may beapplicable) may reasonably request.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe or any Engine to Lessee or any other person pursuant to this Lease, then (a) Lessor shall (1) transfer to Lessee or such other person, as the case may be, all of Lessor's right, title and interest in and to the Aircraft, Airframe or such Engine, as the case may be, free and clear of all Lessor Liens, (2) so long as the Lien of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine, (3) assign to Lessee or such other person, as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may be, if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe or such Engine, in each case free of Lessor Liens, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, as the case may be, a xxxx of bill xx sale and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other person, as the case may be), as Lessee (or such other person, as the case may be) may reasonably request.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe or any Engine to Lessee or any other person pursuant to this Lease, then (a) Lessor shall (1) transfer to Lessee or such other person, as the case may be, all of Lessor's right, title and interest in and to the Aircraft, Airframe or such Engine, as the case may be, free and clear of all Lessor Liens, (2) so long as the Lien of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine, (3) assign to Lessee or such other person, as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may be, if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe or such Engine, in each case free of Lessor Liens, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, as the case may be, a xxxx bill of sale and agreements of assignment, evidencing such transfer and xxx assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other person, as the case may be), as Lessee (or such other person, as the case may be) may reasonably request.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe the Airframe, or any Engine to Lessee or any other person Person pursuant to this Lease, then (a) Lessor shall (1) transfer to Lessee or such other person, Person (as the case may be, applicable) all of Lessor's right, title and interest in and to the Aircraft, Airframe the Airframe, or such Engine, Engine (as the case may beapplicable), free and clear of all Lessor LiensLiens attributable to Lessor, FSB, or Owner Participant, (2) so long as the Lien of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine, (3) assign to Lessee or such other person, Person (as the case may beapplicable), if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe the Airframe, or such Engine, and (43) assign to Lessee or such other person, Person (as the case may beapplicable), if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe the Airframe, or such Engine, in each case free of Lessor LiensLiens attributable to Lessor, FSB, or Owner Participant, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, Person (as the case may beapplicable), a xxxx of sale and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other personPerson, as the case may beapplicable), as Lessee (or such other personPerson, as the case may beapplicable) may reasonably requestrequest and furnish to Lessor.

TITLE TRANSFERS BY LESSOR. If Lessor shall be required to transfer title to the Aircraft, Airframe or any Engine to Lessee or any other person pursuant to this Lease, then (a) Lessor shall (1) transfer to Lessee or such other person, as the case may be, all of Lessor's right, title and interest in and to the Aircraft, Airframe or such Engine, as the case may be, free and clear of all Lessor LiensLiens but otherwise on an "as-is", "where is" basis, (2) so long as the Lien of the Trust Indenture has not been discharged, comply with the Trust Indenture relating to the release of the Aircraft, Airframe or such Engine, (3) assign to Lessee or such other person, as the case may be, if and to the extent permitted under the Purchase Agreement, all warranties of Airframe Manufacturer and Engine Manufacturer with respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or such other person, as the case may be, if and to the extent permitted, all claims, if any, for damage to the Aircraft, Airframe or such Engine, in each case free of Lessor Liens, and without recourse or warranty of any kind whatsoever (except as to the transfer described in clause (1) above and as to the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver to Lessee or such other person, as the case may be, a xxxx bill of sale xxxe and agreements of assignment, evidencing such transfer and assignment, and such other instruments of transfer, all in form and substance reasonably satisfactory to Lessee (or such other person, as the case may be), as Lessee (or such other person, as the case may be) may reasonably request.