Common use of Conveyance of Replacement Airframe Clause in Contracts

Conveyance of Replacement Airframe. Prior to or at the time of any conveyance of a replacement Airframe pursuant to Section 11(a) above, Lessee, at its own cost and expense, will furnish Lessor with the following documents which shall have been duly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect on said date: (i) a full warranty bill xx sale, in form and substance satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), and an AC Form 8050-2 Bill xx Sale (or such other form of bill xx sale as may be approved by the FAA on said date), executed by the owner thereof, in favor of Lessor and, cause supplements, reasonably satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), to this Lease, the Indenture (if then in effect) and the Trust Agreement (if then in effect), with respect to such replacement Airframe and to be duly filed for recordation pursuant to the Federal Aviation Act or other applicable Governmental Entity; (ii) the certificate specified in Section 12(f) hereof demonstrating compliance with the insurance requirements of Section 12 with respect to the replacement Airframe and Engines; (iii) an opinion (addressed to Indenture Trustee, Lessor, and Owner Participant) of Lessee's counsel (and such other evidence of title as Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged) may reasonably request) to the effect that, upon such conveyance, Lessor will acquire good title to such replacement Airframe free and clear of all Liens (it being understood that, upon such conveyance, such replacement Airframe may be subject to Permitted Liens), that such replacement Airframe will be leased hereunder to the same extent as the Airframe replaced thereby and will be subject to the Lien of the Indenture (if it has not been discharged), the instruments subjecting such Replacement Airframe and Replacement Engine to the Lien of the Indenture and the Lease, and subjecting to any relevant -70- 72 Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and Replacement Engine and the Lien of the Indenture on such Replacement Airframe and Replacement Engine; and that Lessor, and Indenture Trustee as assignee of Lessor, is entitled to the benefits of Section 1110 of Title 11 of the United States Code with respect to such replacement airframe and engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement; (iv) a certificate signed by a Responsible Officer of Lessee certifying that, upon consummation of such replacement, no Default or Event of Default will exist hereunder; (v) such documents and evidence with respect to Lessee, Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged), as such parties or their respective counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Section 11(c), the taking of all corporate proceedings in connection therewith and compliance with the conditions set forth in this Section 11(c), in each case in form and substance satisfactory to each such party, including evidence that the Aircraft of which the replacement Airframe is a part has been duly certificated by the FAA as to type and airworthiness in accordance with the terms of this Lease and application for registration of such replacement Airframe in the name of Lessor has been duly made with the FAA or other applicable Governmental Entity and Lessee has temporary or permanent authority to operate the replacement Airframe; (vi) furnish such Uniform Commercial Code financing statements covering the replacement Airframe as may be reasonably requested by Lessor or Indenture Trustee; (vii) furnish Owner Participant with an opinion of tax counsel mutually satisfactory to Owner Participant and Lessee and which opinion is reasonably satisfactory to Owner Participant to the effect that such replacement will have no adverse tax consequences to Lessor and Owner Participant; (viii) an appraisal prepared in accordance with the Appraisal Procedure which confirms that the replacement Airframe and any replacement Engine has a value, utility and remaining useful life at least equal to that of the Airframe and Engines which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of this Lease whether or not they are in fact so maintained; and (ix) furnish Owner Trustee and -71- 73 Indenture Trustee with the opinion of counsel to Lessee specified in Section 5.06(a)(5)(i) of the Indenture. Upon full compliance by Lessee with the terms of this Section 11(c), Lessor will, subject to the rights of any insurers, transfer to Lessee "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that such Airframe is free and clear of Lessor's Liens), all of Lessor's right, title and interest in and to the Aircraft which suffered the Event of Loss. No Event of Loss with respect to the Aircraft under the circumstances contemplated by the terms of this Section 11(c) shall result in any reduction in Rent. For all purposes of this Lease, each such replacement Aircraft (together with any Engines constituting part of the Aircraft being replaced as to which an Event of Loss has not occurred) shall be deemed part of the property leased hereunder and shall be deemed the "Aircraft" as defined herein.

Conveyance of Replacement Airframe. Prior to or at the time of any conveyance of a replacement Airframe pursuant to Section 11(a) above, Lessee, at its own cost and 71 expense, will furnish Lessor with the following documents which shall have been duly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect on said date: (i) a full warranty bill xx sale, in form and substance satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), and an AC Form 8050-2 Bill xx Sale (or such other form of bill xx sale as may be approved by the FAA on said date), executed by the owner thereof, in favor of Lessor and, cause supplements, reasonably satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), to this Lease, the Indenture (if then in effect) and the Trust Agreement (if then in effect), with respect to such replacement Airframe and to be duly filed for recordation pursuant to the Federal Aviation Act or other applicable Governmental Entity; (ii) the certificate specified in Section 12(f) hereof demonstrating compliance with the insurance requirements of Section 12 with respect to the replacement Airframe and Engines; (iii) an opinion (addressed to Indenture Trustee, Lessor, and Owner Participant) of Lessee's counsel (and such other evidence of title as Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged) may reasonably request) to the effect that, upon such conveyance, Lessor will acquire good title to such replacement Airframe free and clear of all Liens (it being understood that, upon such conveyance, such replacement Airframe may be subject to Permitted Liens), that such replacement Airframe will be leased hereunder to the same extent as the Airframe replaced thereby and will be subject to the Lien of the Indenture (if it has not been discharged), the instruments subjecting such Replacement Airframe ) and Replacement Engine to the Lien of the that Lessor and Indenture and the Lease, and subjecting to any relevant -70- 72 Assigned Sublease and Sublease AssignmentTrustee, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and Replacement Engine and the Lien of the Indenture on such Replacement Airframe and Replacement Engine; and that Lessor, and Indenture Trustee as assignee of Lessor, is entitled to the benefits of Section 1110 of Title 11 of the United States Code with respect to such replacement airframe and engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement; (iv) a certificate signed by a Responsible Officer of Lessee certifying that, upon consummation of such replacement, no Default or Event of Default will exist hereunder; (v) such documents and evidence with respect to Lessee, Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged), as such parties or their respective counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Section 11(c), the taking of all corporate proceedings in connection therewith and compliance with the conditions set forth in this Section 11(c), in each case in form and substance satisfactory to each such party, including 72 evidence that the Aircraft of which the replacement Airframe is a part has been duly certificated by the FAA as to type and airworthiness in accordance with the terms of this Lease and application for registration of such replacement Airframe in the name of Lessor has been duly made with the FAA or other applicable Governmental Entity and Lessee has temporary or permanent authority to operate the replacement Airframe; (vi) furnish such Uniform Commercial Code financing statements covering the replacement Airframe as may be reasonably requested by Lessor or Indenture Trustee; , (vii) furnish Owner Participant with an opinion of tax counsel mutually satisfactory to Owner Participant and Lessee and which opinion is reasonably satisfactory to Owner Participant to the effect that such replacement will have no adverse tax consequences to Lessor and Owner Participant; and (viii) an appraisal prepared in accordance with the Appraisal Procedure which confirms that the replacement Airframe and any replacement Engine has a value, utility and remaining useful life at least equal to that of the Airframe and Engines which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of this Lease whether or not they are in fact so maintained; and (ix) furnish Owner Trustee and -71- 73 Indenture Trustee with the opinion of counsel to Lessee specified in Section 5.06(a)(5)(i) of the Indenture. Upon full compliance by Lessee with the terms of this Section 11(c), Lessor will, subject to the rights of any insurers, transfer to Lessee "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that such Airframe is free and clear of Lessor's Liens and Head Lessor's Liens), all of Lessor's right, title and interest in and to the Aircraft which suffered the Event of Loss. No Event of Loss with respect to the Aircraft under the circumstances contemplated by the terms of this Section 11(c) shall result in any reduction in Rent. For all purposes of this Lease, each such replacement Aircraft (together with any Engines constituting part of the Aircraft being replaced as to which an Event of Loss has not occurred) shall be deemed part of the property leased hereunder and shall be deemed the "Aircraft" as defined herein.

Conveyance of Replacement Airframe. Prior to or at the time of any conveyance of a replacement Airframe pursuant to Section 11(a) above, Lessee, at its own cost and expense, will furnish Lessor with the following documents which shall have been duly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect on said date: (i) a full warranty bill xx sale, in form and substance satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), ) and an AC Form 8050-2 Bill xx Sale (or such other form of bill xx sale as may be approved by the FAA on said date), executed by the owner thereof, in favor of Lessor and, cause supplements, reasonably satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), to this Lease, the Indenture (if then in effect) and the Trust Agreement (if then in effect), with respect to such replacement Airframe and to be duly filed for recordation pursuant to the Federal Aviation Act or other applicable Governmental Entity; (ii) the certificate specified in Section 12(f) hereof demonstrating compliance with the insurance requirements of Section 12 with respect to the replacement Airframe and Engines; (iii) an opinion (addressed to Indenture Trustee, Lessor, and Owner Participant) of Lessee's counsel (and such other evidence of title as Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged) may reasonably request) to the effect that, upon such conveyance, Lessor will acquire good title to such replacement Airframe free and clear of all Liens (it being understood that, upon such conveyance, such replacement Airframe may be subject to Permitted Liens), that such replacement Airframe will be leased hereunder to the same extent as the Airframe replaced thereby and will be subject to the Lien of the Indenture (if it has not been discharged), the instruments subjecting such Replacement Airframe and Replacement Engine to the Lien of the Indenture and the Lease, and subjecting to any relevant -70- 72 Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and Replacement Engine and the Lien of the Indenture on such Replacement Airframe and Replacement Engine; and that Lessor, and Indenture Trustee as assignee of Lessor, is entitled to the benefits of Section 1110 of Title 11 of the United States Code with respect to such replacement airframe and engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement; (iv) a certificate signed by a Responsible Officer of Lessee certifying that, upon consummation of such replacement, no Default or Event of Default will exist hereunder; (v) such documents and evidence with respect to Lessee, Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged), as such parties or their respective counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Section 11(c), the taking of all corporate proceedings in connection therewith and compliance with the conditions set forth in this Section 11(c), in each case in form and substance satisfactory to each such party, including evidence that the Aircraft of which the replacement Airframe is a part has been duly certificated by the FAA as to type and airworthiness in accordance with the terms of this Lease and application for registration of such replacement Airframe in the name of Lessor has been duly made with the FAA or other applicable Governmental Entity and Lessee has temporary or permanent authority to operate the replacement Airframe; (vi) furnish such Uniform Commercial Code financing statements covering the replacement Airframe as may be reasonably requested by Lessor or Indenture Trustee; (vii) furnish Owner Participant with an opinion of tax counsel mutually satisfactory to Owner Participant and Lessee and which opinion is reasonably satisfactory to Owner Participant to the effect that such replacement will have no adverse tax consequences to Lessor and Owner Participant; (viii) an appraisal prepared in accordance with the Appraisal Procedure which confirms that the replacement Airframe and any replacement Engine has a value, utility and remaining useful life at least equal to that of the Airframe and Engines which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of this Lease whether or not they are in fact so maintained; and (ix) furnish Owner Trustee and -71- 73 Indenture Trustee with the opinion of counsel to Lessee specified in Section 5.06(a)(5)(i) of the Indenture. Upon full compliance by Lessee with the terms of this Section 11(c), Lessor will, subject to the rights of any insurers, transfer to Lessee "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that such Airframe is free and clear of Lessor's Liens), all of Lessor's right, title and interest in and to the Aircraft which suffered the Event of Loss. No Event of Loss with respect to the Aircraft under the circumstances contemplated by the terms of this Section 11(c) shall result in any reduction in Rent. For all purposes of this Lease, each such replacement Aircraft (together with any Engines constituting part of the Aircraft being replaced as to which an Event of Loss has not occurred) shall be deemed part of the property leased hereunder and shall be deemed the "Aircraft" as defined herein.

Conveyance of Replacement Airframe. Prior to or at the time of any conveyance of a replacement Airframe pursuant to Section 11(a) above, Lessee, at its own cost and expense, will furnish Lessor with the following documents which shall have been duly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect on said date: (i) a full warranty bill xx sale, in form and substance satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), and an AC Form 8050-2 Bill xx Sale (or such other form of bill xx sale as may be approved by the FAA on said date), executed by the owner thereof, in favor of Lessor (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) and, cause supplements, reasonably satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), to this Lease, the Indenture (if then in effect) and the Trust Agreement (if then in effect), with respect to such replacement Airframe and to be duly filed for recordation pursuant to the Federal Aviation Act or other applicable Governmental Entity; (ii) the certificate specified in Section 12(f) hereof demonstrating compliance with the insurance requirements of Section 12 with respect to the replacement Airframe and Engines; (iii) an opinion (addressed to Indenture Trustee, Lessor, and Owner Participant) of Lessee's counsel (and such other evidence of title as Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged) may reasonably request) to the effect that, upon such conveyance, Lessor will acquire good title to such replacement Airframe free and clear of all Liens (it being understood that, upon such conveyance, such replacement Airframe may be subject to Permitted Liens), that such replacement Airframe will be leased hereunder to the same extent as the Airframe replaced thereby and will be subject to the Lien of the Indenture (if it has not been discharged), the instruments subjecting such Replacement Airframe and Replacement Engine to the Lien of the Indenture and the Lease, and subjecting to any relevant -70- 72 Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and Replacement Engine and the Lien of the Indenture on such Replacement Airframe and Replacement Engine; and that Lessor, and Indenture Trustee as assignee of Lessor, is entitled to the benefits of Section 1110 of Title 11 of the United States Code with respect to such replacement airframe and engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement; (iv) a certificate signed by a Responsible Officer of Lessee certifying that, upon consummation of such replacement, no Default or Event of Default will exist hereunder; (v) such documents and evidence with respect to Lessee, Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged), as such parties or their respective counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Section 11(c), the - 68 - 70 taking of all corporate proceedings in connection therewith and compliance with the conditions set forth in this Section 11(c), in each case in form and substance satisfactory to each such party, including evidence that the Aircraft of which the replacement Airframe is a part has been duly certificated by the FAA as to type and airworthiness in accordance with the terms of this Lease and application for registration of such replacement Airframe in the name of Lessor has been duly made with the FAA or other applicable Governmental Entity and Lessee has temporary or permanent authority to operate the replacement Airframe; (vi) furnish such Uniform Commercial Code financing statements covering the replacement Airframe as may be reasonably requested by Lessor or Indenture Trustee; , (vii) furnish Owner Participant with an opinion of tax counsel mutually satisfactory to Owner Participant and Lessee and which opinion is reasonably satisfactory to Owner Participant to the effect that such replacement will have no adverse tax consequences to Lessor and Owner Participant; (viii) an appraisal prepared in accordance with the Appraisal Procedure which confirms that the replacement Airframe and any replacement Engine has a value, utility and remaining useful life at least equal to that of the Airframe and Engines which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of this Lease whether or not they are in fact so maintained; and (ix) furnish Owner Trustee and -71- 73 Indenture Trustee with the opinion of counsel to Lessee specified in Section 5.06(a)(5)(i) of the Indenture. Upon full compliance by Lessee with the terms of this Section 11(c), Lessor will, subject to the rights of any insurers, transfer to Lessee "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that such Airframe is free and clear of Lessor's Liens, Head Lessor's Liens and any Lien arising out the Foreign Lease Documents), all of Lessor's right, title and interest in and to the Aircraft which suffered the Event of Loss. No Event of Loss with respect to the Aircraft under the circumstances contemplated by the terms of this Section 11(c) shall result in any reduction in Rent. For all purposes of this Lease, each such replacement Aircraft (together with any Engines constituting part of the Aircraft being replaced as to which an Event of Loss has not occurred) shall be deemed part of the property leased hereunder and shall be deemed the "Aircraft" as defined herein.

Conveyance of Replacement Airframe. Prior to or at the time of any conveyance of a replacement Airframe pursuant to Section 11(a) above, Lessee, at its own cost and expense, will furnish Lessor with the following documents which shall have been duly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect on said date: (i) a full warranty bill xx sale, in form and substance satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), and an AC Form 8050-2 Bill xx Sale (or such other form of bill xx sale as may be approved by the FAA on said date), executed by the owner thereof, in favor of Lessor andor, so long as the Foreign Lease Agreement is in effect, the Foreign Lessor, and cause supplements, reasonably satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), to this Lease, the Foreign Lease Agreement (if then in effect), the Indenture (if then in effect) and the Trust Agreement (if then in effect), with respect to such replacement Airframe and to be duly filed for recordation pursuant to the Federal Aviation Act or other applicable Governmental Entity; (ii) the certificate specified in Section 12(f) hereof demonstrating compliance with the insurance requirements of Section 12 with respect to the replacement Airframe and Engines; (iii) an opinion (addressed to Indenture Trustee, Lessor, and Owner Participant) of Lessee's counsel (and such other evidence of title as Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged) may reasonably request) to the effect that, upon such conveyance, Lessor will acquire good title to such replacement Airframe free and clear of all Liens (it being understood that, upon such conveyance, such replacement Airframe may be subject to Permitted Liens), that such replacement Airframe will be leased hereunder to the same extent as the Airframe replaced thereby and will be subject to the Lien of the Indenture (if it has not been discharged), the instruments subjecting such Replacement Airframe and Replacement Engine to the Lien of the Indenture and the Lease, and subjecting to any relevant -70- 72 Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and Replacement Engine and the Lien of the Indenture on such Replacement Airframe and Replacement Engine; and that Lessor, and Indenture Trustee as assignee of Lessor, is entitled to the benefits of Section 1110 of Title 11 of the United States Code with respect to such replacement airframe and engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement; (iv) a certificate signed by a Responsible Officer of Lessee certifying that, upon consummation of such replacement, no Default or Event of Default will exist hereunder; (v) such documents and evidence with respect to Lessee, Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged), as such parties or their respective counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Section 11(c), the taking of all corporate proceedings in connection therewith and compliance with the conditions set forth in this Section 11(c), in each case in form and substance satisfactory to each such party, including evidence that the Aircraft of which the replacement Airframe is a part has been duly certificated by the FAA as to type and airworthiness in accordance with the terms of this Lease and application for registration of such replacement Airframe in the name of Lessor has been duly made with the FAA or other applicable Governmental Entity and Lessee has temporary or permanent authority to operate the replacement Airframe; (vi) furnish such Uniform Commercial Code financing statements covering the replacement Airframe as may be reasonably requested by Lessor or Indenture Trustee; (vii) furnish Owner Participant with an opinion of tax counsel mutually satisfactory to Owner Participant and Lessee and which opinion is reasonably satisfactory to Owner Participant to the effect that such replacement will have no adverse tax consequences to Lessor and Owner Participant; (viii) an appraisal prepared in accordance with the Appraisal Procedure which confirms that the replacement Airframe and any replacement Engine has a value, utility and remaining useful life at least equal to that of the Airframe and Engines which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of this Lease whether or not they are in fact so maintained; and (ix) furnish Owner Trustee and -71- 73 Indenture Trustee with the opinion of counsel to Lessee specified in Section 5.06(a)(5)(i) of the Indenture. Upon full compliance by Lessee with the terms of this Section 11(c), Lessor will, subject to the rights of any insurers, transfer to Lessee "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that such Airframe is free and clear of Lessor's Liens), all of Lessor's right, title and interest in and to the Aircraft which suffered the Event of Loss. No Event of Loss with respect to the Aircraft under the circumstances contemplated by the terms of this Section 11(c) shall result in any reduction in Rent. For all purposes of this Lease, each such replacement Aircraft (together with any Engines constituting part of the Aircraft being replaced as to which an Event of Loss has not occurred) shall be deemed part of the property leased hereunder and shall be deemed the "Aircraft" as defined herein.

Conveyance of Replacement Airframe. Prior to or at the time of any conveyance of a replacement Airframe pursuant to Section 11(a) above, Lessee, at its own cost and expense, will furnish Lessor with the following documents which shall have been duly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect on said date: (i) a full warranty bill xx sale, in form and substance satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), and an AC Form 8050-2 Bill xx Sale (or such other form of bill xx sale as may be approved by the FAA on said date), executed by the owner thereof, in favor of Lessor and, and cause supplements, reasonably satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), to this Lease, the Indenture (if then in effect) and the Trust Agreement (if then in effect), with respect to such replacement Airframe and to be duly filed for recordation pursuant to the Federal Aviation Act or other applicable Governmental Entity; (ii) the certificate specified in Section 12(f) hereof demonstrating compliance with the insurance requirements of Section 12 with respect to the replacement Airframe and Engines; (iii) an opinion (addressed to Indenture Trustee, Lessor, and Owner Participant) of Lessee's counsel (and such other evidence of title as Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged) may reasonably request) to the effect that, upon such conveyance, Lessor will acquire good title to such replacement Airframe free and clear of all Liens (it being understood that, upon such conveyance, such replacement Airframe may be subject to Permitted Liens), that such replacement Airframe will be leased hereunder to the same extent as the Airframe replaced thereby and will be subject to the Lien of the Indenture (if it has not been discharged), the instruments subjecting such Replacement Airframe and Replacement Engine to the Lien of the Indenture and the Lease, and subjecting to any relevant -70- 72 Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and Replacement Engine and the Lien of the Indenture on such Replacement Airframe and Replacement Engine; , and that Lessor, and Indenture Trustee as assignee of Lessor, is entitled to the benefits of Section 1110 of Title 11 of the United States Code with respect to such replacement airframe and engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement; (iv) a certificate signed by a Responsible Officer of Lessee certifying that, upon consummation of such replacement, no Default or Event of Default will exist hereunder; (v) such documents and evidence with respect to Lessee, Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged), as such parties or their respective counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Section 11(c), the taking of all corporate proceedings in connection therewith and compliance with the conditions set forth in this Section 11(c), in each case in form and substance satisfactory to each such party, including evidence that the Aircraft of which the replacement Airframe is a part has been duly certificated by the FAA as to type and airworthiness in accordance with the terms of this Lease and application for registration of such replacement Airframe in the name of Lessor has been duly made with the FAA or other applicable Governmental Entity and Lessee has temporary or permanent authority to operate the replacement Airframe; (vi) furnish such Uniform Commercial Code financing statements covering the replacement Airframe as may be reasonably requested by Lessor or Indenture Trustee; (vii) furnish Owner Participant with an opinion of tax counsel mutually satisfactory to Owner Participant and Lessee and which opinion is reasonably satisfactory to Owner Participant to the effect that such replacement will have no adverse tax consequences to Lessor and Owner Participant; (viii) an appraisal prepared in accordance with the Appraisal Procedure which confirms that the replacement Airframe and any replacement Engine has a value, utility and remaining useful life at least equal to that of the Airframe and Engines which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of this Lease whether or not they are in fact so maintained; and (ix) furnish Owner Trustee and -71- 73 Indenture Trustee with the opinion of counsel to Lessee specified in Section 5.06(a)(5)(i) of the Indenture. Upon full compliance by Lessee with the terms of this Section 11(c), Lessor will, subject to the rights of any insurers, transfer to Lessee "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that such Airframe is free and clear of Lessor's Liens), all of Lessor's right, title and interest in and to the Aircraft which suffered the Event of Loss. No Event of Loss with respect to the Aircraft under the circumstances contemplated by the terms of this Section 11(c) shall result in any reduction in Rent. For all purposes of this Lease, each such replacement Aircraft (together with any Engines constituting part of the Aircraft being replaced as to which an Event of Loss has not occurred) shall be deemed part of the property leased hereunder and shall be deemed the "Aircraft" as defined herein.property

Conveyance of Replacement Airframe. Prior to or at the time of any conveyance of a replacement Airframe pursuant to Section 11(a) above, Lessee, at its own cost and expense, will furnish Lessor with the following documents which shall have been duly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect on said date: (i) a full warranty bill xx sale, in form and substance satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), and an AC Form 8050-2 Bill xx Sale (or such other form of bill xx sale as may be approved by the FAA on said date), executed by the owner thereof, in favor of Lessor and, cause supplements, reasonably satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), to this Lease, the Indenture (if then in effect) and the Trust Agreement (if then in effect), with respect to such replacement Airframe and to be duly filed for recordation pursuant to the Federal Aviation Act or other applicable Governmental Entity; (ii) the certificate specified in Section 12(f) hereof demonstrating compliance with the insurance requirements of Section 12 with respect to the replacement Airframe and Engines; (iii) an opinion (addressed to Indenture Trustee, Lessor, and Owner Participant) of Lessee's counsel (and such other evidence of title as Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged) may reasonably request) to the effect that, upon such conveyance, Lessor will acquire good title to such replacement Airframe free and clear of all Liens (it being understood that, upon such conveyance, such replacement Airframe may be subject to Permitted Liens), that such replacement Airframe will be leased hereunder to the same extent as the Airframe replaced thereby and will be subject to the Lien of the Indenture (if it has not been discharged), the instruments subjecting such Replacement Airframe and Replacement Engine to the Lien of the Indenture and the Lease, and subjecting to any relevant -70- 72 Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and Replacement Engine and the Lien of the Indenture on such Replacement Airframe and Replacement Engine; ) and that Lessor, and Indenture Trustee as assignee of Lessor, is entitled to the benefits of Section 1110 of Title 11 of the United States Code with respect to such replacement airframe and engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement; (iv) a certificate signed by a Responsible Officer of Lessee certifying that, upon consummation of such replacement, no Default or Event of Default will exist hereunder; (v) such documents and evidence with respect to Lessee, Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged), as such parties or their respective counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Section 11(c), the taking of all corporate proceedings in connection therewith and compliance with the conditions set forth in this Section 11(c), in each case in form and substance satisfactory to each such party, including evidence that the Aircraft of which the replacement Airframe is a part has been duly certificated by the FAA as to type and airworthiness in accordance with the terms of this Lease and application for registration of such replacement Airframe in the name of Lessor has been duly made with the FAA or other applicable Governmental Entity and Lessee has temporary or permanent authority to operate the replacement Airframe; (vi) furnish such Uniform Commercial Code financing statements covering the replacement Airframe as may be reasonably requested by Lessor or Indenture Trustee; (vii) furnish Owner Participant with an opinion of tax counsel mutually satisfactory to Owner Participant and Lessee and which opinion is reasonably satisfactory to Owner Participant to the effect that such replacement will have no adverse tax consequences to Lessor and Owner Participant; and (viii) an appraisal prepared in accordance with the Appraisal Procedure which confirms that the replacement Airframe and any replacement Engine has a value, utility and remaining useful life at least equal to that of the Airframe and Engines which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of this Lease whether or not they are in fact so maintained; and (ix) furnish Owner Trustee and -71- 73 Indenture Trustee with the opinion of counsel to Lessee specified in Section 5.06(a)(5)(i) of the Indenture. Upon full compliance by Lessee with the terms of this Section 11(c), Lessor will, subject to the rights of any insurers, transfer to Lessee "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that such Airframe is free and clear of Lessor's Liens), all of Lessor's right, title and interest in and to the Aircraft which suffered the Event of Loss. No Event of Loss with respect to the Aircraft under the circumstances contemplated by the terms of this Section 11(c) shall result in any reduction in Rent. For all purposes of this Lease, each such replacement Aircraft (together with any Engines constituting part of the Aircraft being replaced as to which an Event of Loss has not occurred) shall be deemed part of the property leased hereunder and shall be deemed the "Aircraft" as defined herein.

Conveyance of Replacement Airframe. Prior to or at the time of any conveyance of a replacement Airframe pursuant to Section 11(a) above, Lessee, at its own cost and expense, will furnish Lessor with the following documents which shall have been duly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect on said date: (i) a full warranty bill xx sale, in form and substance satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), and an AC Form 8050-2 Bill xx Sale (or such other form of bill xx sale as may be - 68 - 70 approved by the FAA on said date), executed by the owner thereof, in favor of Lessor (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) and, cause supplements, reasonably satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), to this Lease, the Foreign Lease Agreement (if then in effect), the Indenture (if then in effect) and the Trust Agreement (if then in effect), with respect to such replacement Airframe and to be duly filed for recordation pursuant to the Federal Aviation Act or other applicable Governmental Entity; (ii) the certificate specified in Section 12(f) hereof demonstrating compliance with the insurance requirements of Section 12 with respect to the replacement Airframe and Engines; (iii) an opinion (addressed to Indenture Trustee, Lessor, and Owner Participant) of Lessee's counsel (and such other evidence of title as Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged) may reasonably request) to the effect that, upon such conveyance, Lessor will acquire good title to to, or, so long as the Foreign Lease Agreement is in effect, beneficial ownership of, such replacement Airframe free and clear of all Liens (it being understood that, upon such conveyance, such replacement Airframe may be subject to Permitted Liens), that such replacement Airframe will be leased hereunder and under the Foreign Lease Agreement (if then in effect) to the same extent as the Airframe replaced thereby and will be subject to the Lien of the Indenture (if it has not been discharged), the instruments subjecting such Replacement Airframe and Replacement Engine to the Lien of the Indenture and the Lease, and subjecting to any relevant -70- 72 Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and Replacement Engine and the Lien of the Indenture on such Replacement Airframe and Replacement Engine; and that Lessor, Lessor and Indenture Trustee Trustee, as the assignee of Lessor, is entitled to the benefits of Section 1110 of Title 11 of the United States Code with respect to such replacement airframe and engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement; (iv) a certificate signed by a Responsible Officer of Lessee certifying that, upon consummation of such replacement, no Default or Event of Default will exist hereunder; (v) such documents and evidence with respect to Lessee, Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged), as such parties or their respective counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Section 11(c), the taking of all corporate proceedings in connection therewith and compliance with the conditions set forth in this Section 11(c), in each case in form and substance satisfactory to each such party, including evidence that the Aircraft of which the replacement Airframe is a part has been duly certificated by the FAA as to type and airworthiness in accordance with the terms of this Lease and application for registration of such replacement Airframe in the name of Lessor has been duly made with the FAA or other applicable Governmental Entity and Lessee has temporary or permanent authority to operate the replacement Airframe; (vi) furnish such Uniform Commercial Code financing statements covering the replacement Airframe as may be reasonably requested by Lessor or Indenture Trustee; (vii) furnish Owner Participant with an opinion of tax counsel mutually satisfactory to Owner Participant and Lessee and which opinion is reasonably satisfactory to Owner Participant to the effect that such replacement will have no adverse tax consequences to Lessor and Owner Participant; (viii) an appraisal prepared in accordance with the Appraisal Procedure which confirms that the replacement Airframe and any replacement Engine has a value, utility and remaining useful life at least equal to that of the Airframe and Engines which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of this Lease whether or not they are in fact so maintained; and (ix) furnish Owner Trustee and -71- 73 Indenture Trustee with the opinion of counsel to Lessee specified in Section 5.06(a)(5)(i) of the Indenture. Upon full compliance by Lessee with the terms of this Section 11(c), Lessor will, subject to the rights of any insurers, transfer to Lessee "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that such Airframe is free and clear of Lessor's Liens), all of Lessor's right, title and interest in and to the Aircraft which suffered the Event of Loss. No Event of Loss with respect to the Aircraft under the circumstances contemplated by the terms of this Section 11(c) shall result in any reduction in Rent. For all purposes of this Lease, each such replacement Aircraft (together with any Engines constituting part of the Aircraft being replaced as to which an Event of Loss has not occurred) shall be deemed part of the property leased hereunder and shall be deemed the "Aircraft" as defined herein.property

Conveyance of Replacement Airframe. Prior to or at the time of any conveyance of a replacement Airframe pursuant to Section 11(a) above, Lessee, at its own cost and expense, will furnish Lessor with the following documents which shall have been duly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect on said date: (i) a full warranty bill xx sale, in form and substance satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), and an AC Form 8050-2 Bill xx Sale (or such other form of bill xx sale as may be approved by the FAA on said date), executed by the owner thereof, in favor of Lessor and, cause supplements, reasonably satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), to this Lease, the Indenture (if then in effect) and the Trust Agreement (if then in effect), with respect to such replacement Airframe and to be duly filed for recordation pursuant to the Federal Aviation Act or other applicable Governmental Entity; (ii) the certificate specified in Section 12(f) hereof demonstrating compliance with the insurance requirements of Section 12 with respect to the replacement Airframe and Engines; (iii) an opinion (addressed to Indenture Trustee, Lessor, and Owner Participant) of Lessee's counsel (and such other evidence of title as Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged) may reasonably request) to the effect that, upon such conveyance, Lessor will acquire good title to such replacement Airframe free and clear of all Liens (it being understood that, upon such conveyance, such replacement Airframe may be subject to Permitted Liens), that such replacement Airframe will be leased hereunder to the same extent as the Airframe replaced thereby and will be subject to the Lien of the Indenture (if it has not been discharged), the instruments subjecting such Replacement Airframe and Replacement Engine to the Lien of the Indenture and the Lease, and subjecting to any relevant -70- 72 Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and Replacement Engine and the Lien of the Indenture on such Replacement Airframe and Replacement Engine; and that Lessor, and Indenture Trustee as assignee of Lessor, is entitled to the benefits of Section 1110 of Title 11 of the United States Code with respect to such replacement airframe and engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement; (iv) a certificate signed by a Responsible Officer of Lessee certifying that, upon consummation of such replacement, no Default or Event of Default will exist hereunder; (v) such documents and evidence with respect to Lessee, Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged), as such parties or their respective counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Section 11(c), the taking of all corporate proceedings in connection therewith and compliance with the conditions set forth in this Section 11(c), in each case in form and substance satisfactory to each such party, including evidence that the Aircraft of which the replacement Airframe is a part has been duly certificated by the FAA as to type and airworthiness in accordance with the terms of this Lease and application for registration of such replacement Airframe in the name of Lessor has been duly made with the FAA or other applicable Governmental Entity and Lessee has temporary or permanent authority to operate the replacement Airframe; (vi) furnish such Uniform Commercial Code financing statements covering the replacement Airframe as may be reasonably requested by Lessor or Indenture Trustee; (vii) furnish Owner Participant with an opinion of tax counsel mutually satisfactory to Owner Participant and Lessee and which opinion is reasonably satisfactory to Owner Participant to the effect that such replacement will have no adverse tax consequences to Lessor and Owner Participant; (viii) an appraisal prepared in accordance with the Appraisal Procedure which confirms that the replacement Airframe and any replacement Engine has a value, utility and remaining useful life at least equal to that of the Airframe and Engines which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of this Lease whether or not they are in fact so maintained; and (ix) furnish Owner Trustee and -71- 73 Indenture Trustee with the opinion of counsel to Lessee specified in Section 5.06(a)(5)(i) of the Indenture. Upon full compliance by Lessee with the terms of this Section 11(c), Lessor will, subject to the rights of any insurers, transfer to Lessee "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that such Airframe is free and clear of Lessor's Liens), all of Lessor's right, title and interest in and to the Aircraft which suffered the Event of Loss. No Event of Loss with respect to the Aircraft under the circumstances contemplated by the terms of this Section 11(c) shall result in any reduction in Rent. For all purposes of this Lease, each such replacement Aircraft (together with any Engines constituting part of the Aircraft being replaced as to which an Event of Loss has not occurred) shall be deemed part of the property leased hereunder and shall be deemed the "Aircraft" as defined herein.

Conveyance of Replacement Airframe. Prior to or at the time of any conveyance of a replacement Airframe pursuant to Section 11(a) above, Lessee, at its own cost and expense, will furnish Lessor with the following documents which shall have been duly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect on said date: (i) a full warranty bill xx sale, in form and substance satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), and an AC Form 8050-2 Bill xx Sale (or such other form of bill xx sale as may be approved by the FAA on said date), executed by the owner thereof, in favor of Lessor and, cause supplements, reasonably satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), to this Lease, the Indenture (if then in effect) and the Trust Agreement (if then in effect), with respect to such replacement Airframe and to be duly filed for recordation pursuant to the Federal Aviation Act or other applicable Governmental Entity; (ii) the certificate specified in Section 12(f) hereof demonstrating compliance with the insurance requirements of Section 12 with respect to the replacement Airframe and Engines; (iii) an opinion (addressed to Indenture Trustee, Lessor, and Owner Participant) of Lessee's counsel (and such other evidence of title as Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged) may reasonably request) to the effect that, upon such conveyance, Lessor will acquire good title to such replacement Airframe free and clear of all Liens (it being understood that, upon such conveyance, such replacement Airframe may be subject to Permitted Liens), that such replacement Airframe will be leased hereunder to the same extent as the Airframe replaced thereby and will be subject to the Lien of the Indenture (if it has not been discharged), the instruments subjecting such Replacement Airframe and Replacement Engine to the Lien of the Indenture and the Lease, and subjecting to any relevant -70- 72 Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and Replacement Engine and the Lien of the Indenture on such Replacement Airframe and Replacement Engine; and that Lessor, and Indenture Trustee as assignee of Lessor, is entitled to the benefits of Section 1110 of Title 11 of the United States Code with respect to such replacement airframe and engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement; (iv) a certificate signed by a Responsible Officer of Lessee certifying that, upon consummation of such replacement, no Default or Event of Default will exist hereunder; (v) such documents and evidence with respect to Lessee, Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged), as such parties or their respective counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Section 11(c), the taking of all corporate proceedings in connection therewith and compliance with the conditions set forth in this Section 11(c), in each case in form and substance satisfactory to each such party, including evidence that the Aircraft of which the replacement Airframe is a part has been duly certificated by the FAA as to type and airworthiness in accordance with the terms of this Lease and application for registration of such replacement Airframe in the name of Lessor has been duly made with the FAA or other applicable Governmental Entity and Lessee has temporary or permanent authority to operate the replacement Airframe; (vi) furnish such Uniform Commercial Code financing statements covering the replacement Airframe as may be reasonably requested by Lessor or Indenture Trustee; (vii) furnish Owner Participant with an opinion of tax counsel mutually satisfactory to Owner Participant and Lessee and which opinion is reasonably satisfactory to Owner Participant to the effect that such replacement will have no adverse tax consequences to Lessor and Owner Participant; (viii) an appraisal prepared in accordance with the Appraisal Procedure which confirms that the replacement Airframe and any replacement Engine has a value, utility and remaining useful life at least equal to that of the Airframe and Engines which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of this Lease whether or not they are in fact so maintained; and (ix) furnish Owner Trustee and -71- 73 Indenture Trustee with the opinion of counsel to Lessee specified in Section 5.06(a)(5)(i) of the Indenture. Upon full compliance by Lessee with the terms of this Section 11(c), Lessor will, subject to the rights of any insurers, transfer to Lessee "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that such Airframe is free and clear of Lessor's Liens), all of Lessor's right, title and interest in and to the Aircraft which suffered the Event of Loss. No Event of Loss with respect to the Aircraft under the circumstances contemplated by the terms of this Section 11(c) shall result in any reduction in Rent. For all purposes of this Lease, each such replacement Aircraft (together with any Engines constituting part of the Aircraft being replaced as to which an Event of Loss has not occurred) shall be deemed part of the property leased hereunder and shall be deemed the "Aircraft" as defined herein.

Conveyance of Replacement Airframe. Prior to or at the time of any conveyance of a replacement Airframe pursuant to Section 11(a) above, Lessee, at its own cost and expense, will furnish Lessor with the following documents which shall have been duly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect on said date: (i) a full warranty bill xx sale, in form and substance satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), and an AC Form 8050-2 Bill xx Sale (or such other form of bill xx sale as may be approved by the FAA on said date), executed by the owner thereof, in favor of Lessor and, cause supplements, reasonably satisfactory to Owner Participant and Indenture Trustee (if the Lien of the Indenture has not been discharged), to this Lease, the Indenture (if then in effect) and the Trust Agreement (if then in effect), with respect to such replacement Airframe and to be duly filed for recordation pursuant to the Federal Aviation Act or other applicable Governmental Entity; (ii) the certificate specified in Section 12(f) hereof demonstrating compliance with the insurance requirements of Section 12 with respect to the replacement Airframe and Engines; (iii) an opinion (addressed to Indenture Trustee, Lessor, and Owner Participant) of Lessee's counsel (and such other evidence of title as Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged) may reasonably request) to the effect that, upon such conveyance, Lessor will acquire good title to such replacement Airframe free and clear of all Liens (it being understood that, upon such conveyance, such replacement Airframe may be subject to Permitted Liens), that such replacement Airframe will be leased hereunder to the same extent as the Airframe replaced thereby and will be subject to the Lien of the Indenture (if it has not been discharged), the instruments subjecting such Replacement Airframe and Replacement Engine to the Lien of the Indenture and the Lease, and subjecting to any relevant -70- 72 Assigned Sublease and Sublease Assignment, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary in order to establish and perfect, in the United States and, if the Aircraft is registered outside the United States, in the jurisdiction of registration, the legal title to such Replacement Airframe and Replacement Engine and the Lien of the Indenture on such Replacement Airframe and Replacement Engine; and that Lessor, and Indenture Trustee as assignee of Lessor, is entitled to the benefits of Section 1110 of Title 11 of the United States Code with respect to such replacement airframe and engines to the same extent as with respect to the Airframe and Engines then installed thereon prior to such replacement; (iv) a certificate signed by a Responsible Officer of Lessee certifying that, upon consummation of such replacement, no Default or Event of Default will exist hereunder; (v) such documents and evidence with respect to Lessee, Owner Participant or Indenture Trustee (if the Lien of the Indenture has not been discharged), as such parties or their respective counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Section 11(c), the taking of all corporate proceedings in connection therewith and compliance with the conditions set forth in this Section 11(c), in each case in form and substance satisfactory to each such party, including evidence that the Aircraft of which the replacement Airframe is a part has been duly certificated by the FAA as to type and airworthiness in accordance with the terms of this Lease and application for registration of such replacement Airframe in the name of Lessor has been duly made with the FAA or other applicable Governmental Entity and Lessee has temporary or permanent authority to operate the replacement Airframe; (vi) furnish such Uniform Commercial Code financing statements covering the replacement Airframe as may be reasonably requested by Lessor or Indenture Trustee; (vii) furnish Owner Participant with an opinion of tax counsel mutually satisfactory to Owner Participant and Lessee and which opinion is reasonably satisfactory to Owner Participant to the effect that such replacement will have no adverse tax consequences to Lessor and Owner Participant; (viii) an appraisal prepared in accordance with the Appraisal Procedure which confirms that the replacement Airframe and any replacement Engine has a value, utility and remaining useful life at least equal to that of the Airframe and Engines which suffered the Event of Loss assuming that the same were maintained in accordance with the requirements of this Lease whether or not they are in fact so maintained; and (ix) furnish Owner Trustee and -71- 73 Indenture Trustee with the opinion of counsel to Lessee specified in Section 5.06(a)(5)(i) of the Indenture. Upon full compliance by Lessee with the terms of this Section 11(c), Lessor will, subject to the rights of any insurers, transfer to Lessee "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that such Airframe is free and clear of Lessor's Liens), all of Lessor's right, title and interest in and to the Aircraft which suffered the Event of Loss. No Event of Loss with respect to the Aircraft under the circumstances contemplated by the terms of this Section 11(c) shall result in any reduction in Rent. For all purposes of this Lease, each such replacement Aircraft (together with any Engines constituting part of the Aircraft being replaced as to which an Event of Loss has not occurred) shall be deemed part of the property leased hereunder and shall be deemed the "Aircraft" as defined herein.