Common use of Reregistration Clause in Contracts

Reregistration. Upon Lessee's compliance with all of the terms of SECTION 7 hereof, including, without limitation, this CLAUSE (3), Lessor shall, at the request and sole expense of Lessee, cooperate with Lessee to take all actions required to change the registration of the Aircraft to the designated country. So long as no Event of Default shall have occurred and be continuing, Lessee may elect to effect a change in registration of the Aircraft, at Lessee's cost and expense, so long as the country of registry of the Aircraft is a country listed in the last paragraph of this SECTION 7(a)(3). Upon the request of Lessee and provided no Event of Default shall have occurred and be continuing, the country list in the last paragraph of this SECTION 7(a)(3) may be amended from time to time to include any other country which would provide substantially equivalent protection for the rights and remedies of owner participants, lessors or lenders in similar transactions and with which the United States of America maintains normal diplomatic relations. In order for Lessee to effect a change in the country of registry of the Aircraft, Lessee shall deliver to Lessor and/or as Lessor otherwise shall direct, the following: (i) an Officer's Certificate certifying that (A) the insurance or self-insurance required by SECTION 11 of the Lease shall be in full force and effect at the time of such change in registration after giving effect to such change in registration, (B) such change will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify, or is not then willing to enter into a binding agreement to indemnify Lessor pursuant to this Agreement or the Tax Indemnity Agreement, (D) the new country of registry imposes aircraft maintenance standards not materially less stringent than those imposed by the least stringent of the FAA, the aeronautical authority of Canada, Switzerland, France, Germany, Japan, The Netherlands or the United Kingdom, (E) any import or export permits necessary to take the Aircraft into such jurisdiction of reregistration and any exchange permits necessary to allow all Rent to continue to be paid are in full force and effect to the extent obtainable with commercially reasonable effort and to the extent customary to obtain, and (F) any value added tax, customs duty, tariff or other governmental charge or tax relating to the change in jurisdiction of registration of the Aircraft shall have been paid; and (ii) a favorable opinion (subject to customary bankruptcy and equitable exceptions and to other exceptions customary in foreign legal opinions generally) of counsel addressed to Lessor, from counsel qualified in the laws of the relevant jurisdiction and reasonably acceptable to the addressees to the effect that: (A) the obligations of Lessee, and the rights and remedies of Lessor, under the Lease shall remain valid binding and enforceable under the laws of such jurisdiction; (B) it is not necessary, solely as a consequence of such change in registration and without giving effect to any other activity of Lessor, (or any Affiliate thereof), for Lessor to register or qualify to do business in such jurisdiction; and (C) after giving effect to such change in registration, the ownership interest of the Lessor in the Aircraft shall be recognized and all filing, recording or other action necessary to protect the same shall be undertaken. Upon receipt of the foregoing certificate and opinion, Lessor will make such change of registration. Lessee shall pay all costs, expenses, fees, recording and registration Taxes, including the reasonable fees and expenses of counsel to Lessor, in connection with any such change in registration. The list of countries in which Lessee is permitted to effect a reregistration of the Aircraft in accordance with the procedures of this SECTION 7(a)(3) is as follows: Australia the Netherlands Austria New Zealand Bahamas Norway Belgium People's Republic of China Bermuda Portugal Canada Republic of China (Taiwan) Denmark Singapore Finland South Africa France Spain Greece Sweden Germany Switzerland Iceland United Kingdom Ireland United States of America Italy Japan Luxembourg

Reregistration. Upon Lessee's compliance with all of the terms of SECTION 7 hereof, including, without limitation, this CLAUSE (3), Lessor shall, at the request and sole expense of Lessee, cooperate with Lessee to take all actions required to change the registration of the Aircraft to the designated country. So long as the Lien of this Mortgage shall not have been discharged and no Event of Default shall have occurred and be continuingcontinuing or result therefrom, Lessee may elect the Grantor may, (A) with respect to effect a change Tranche A and B Priority Collateral prior to the indefeasible payment in registration full of the AircraftTranches A and B Obligations, so long as effectuated pursuant to Section 2.01(a)(3) of the Tranche A and B Aircraft Mortgage, and (B) with respect to all other Collateral, with the prior written approval of the Collateral Agent (acting with the consent of the Tranche C Required Lenders) and upon satisfaction of the further conditions specified below, re-register an Aircraft in the name of the Grantor (or, if appropriate, in the name of a Permitted Lessee as a "lessee"), at Lesseethe Grantor's own cost and expense, so long as under the laws of any country of registry of with which the Aircraft is a country listed in United States then maintains normal diplomatic relations and which the last paragraph of this SECTION 7(a)(3). Upon the request of Lessee and provided no Event of Default shall have occurred and be continuingCollateral Agent has determined, the country list in the last paragraph of this SECTION 7(a)(3) may be amended from time to time to include any other country which acting reasonably, would provide substantially equivalent protection (including the right to take possession of such Aircraft in the event of the bankruptcy of the Grantor or such Permitted Lessee, if any) for the rights and remedies of owner participants, lessors or lenders in similar transactions or of secured creditors in similar asset-based financing transactions as provided under United States law. Such consent shall be conditioned upon, inter alia, the Collateral Agent's receipt of evidence that after giving effect to such re-registration the Collateral Agent shall possess a Lien and security interest over such Aircraft with which priority and perfection (to the extent perfection is a relevant concept in such country) to substantially the same extent as is available under the corresponding laws of the United States States. Prior to any such re-registration of America maintains normal diplomatic relations. In order for Lessee an Aircraft in accordance with this Section 2.01(a)(3), the Collateral Agent shall have received a favorable opinion of counsel (reasonably satisfactory to the Collateral Agent) addressed to the Lenders and the Collateral Agent to the effect that (i) the laws of the new country of registration will recognize the Grantor's right of ownership with respect to such Aircraft and will give effect to the priority and perfection (to the extent perfection is a relevant concept in such country) of the Lien and security interest created by this Mortgage (or the Grantor shall enter into such other instrument as shall be necessary to convey a valid and enforceable security agreement to the Collateral Agent, such instrument to be in form and substance reasonably satisfactory to the Collateral Agent), (ii) this Mortgage (or such other instrument) and the Collateral Agent's Lien and right to repossession thereunder is valid and enforceable under the laws of such country and (iii) all filing, recording and other action necessary to perfect (to the extent perfection is a relevant concept in such country) and protect the Lien of this Mortgage in such new jurisdiction either has been accomplished prior to such change in the country of registry of the Aircraftor, Lessee shall deliver to Lessor and/or as Lessor otherwise shall direct, the following: (i) an Officer's Certificate certifying that (A) the insurance or self-insurance required by SECTION 11 of the Lease shall if such opinion cannot under applicable law be in full force and effect given at the time of registration, are specified in such change in registration opinion and the Grantor undertakes to accomplish such filing, recording or other action as soon as practicable after giving effect to such change in registrationregistry (in which case a further opinion (in form and substance reasonably satisfactory to the Collateral Agent) shall be received by the Collateral Agent promptly thereafter to the effect that all such recording, filing and other action have been accomplished). Prior to any such re-registration of an Aircraft in accordance with this Section 2.01(a)(3), the Collateral Agent shall have received a favorable opinion of counsel (reasonably satisfactory to the Collateral Agent) in the new jurisdiction of registry covering the matters set forth in the preceding paragraph and addressed to it and the Lenders and to the effect that (A) the terms (including, without limitation, the governing-law, service-of-process and jurisdictional-submission provisions thereof) of this Mortgage (or such other instrument) are legal, valid, binding and enforceable in such jurisdiction, (B) it is not necessary for the Collateral Agent to register or qualify to do business in such jurisdiction, (C) there is no tort liability for a lender with respect to an aircraft not in possession of such lender under the laws of such jurisdiction other than tort liability which might have been imposed on such lender under the laws of the United States or any state thereof (it being understood that, such opinion shall be waived if insurance reasonably satisfactory to Collateral Agent is provided, at the Grantor's expense, to cover such risk), (D) (unless the Grantor shall have procured satisfactory insurance covering the risk of requisition of use or title of such Aircraft by the government of such jurisdiction so long as such Aircraft is registered under the laws of such jurisdiction) the laws of such jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use or title of such Aircraft in the event of the requisition by such government of such use or title, (E) if a Permitted Lease is then in effect with respect to such Aircraft, the laws of the new jurisdiction of registry do not provide the Permitted Lessee or any third party, possessory rights which would, upon any Event of Default (assuming that at such time the Permitted Lessee is not subject to a proceeding or final order under applicable bankruptcy, insolvency or reorganization laws of such jurisdiction), prevent the return of such Aircraft in accordance with the terms of this Mortgage (such opinion to be subject to customary qualifications and exceptions in the relevant domicile of the Permitted Lessee but only to the extent that they do not deny the Collateral Agent the practical realization of its rights and benefits pursuant to this Mortgage) and (F) to such further effect with respect to such other matters as the Collateral Agent may reasonably request. In addition to the opinion contemplated above, prior to any such re-registration of an Aircraft under the laws of any country other than the U.S., the Collateral Agent shall have received assurances, reasonably satisfactory to it, to the effect that (A) the insurance provisions of this Mortgage as they relate to such Aircraft will have been complied with after giving effect to such change of registry, (B) the original indemnities (and any additional indemnities which the Collateral Agent reasonably requests) in favor of the Collateral Agent and the Lenders afford each such party substantially the same protection as provided prior to such change of registry, (C) such change will not result in the imposition of, or increase in the amount of, any Tax for which Lessee the Grantor is not required to indemnify, or is not then willing to enter into a binding agreement to indemnify Lessor pursuant to this Agreement indemnify, the Collateral Agent or the Tax Indemnity Agreement, Lenders and (D) the such new country of registry imposes aircraft maintenance standards not materially less stringent than those imposed by the least stringent of the FAA, FAA or the aeronautical authority Civil Aviation Authority of Canada, Switzerlandthe United Kingdom, France, Germany, JapanJapan or Canada. In connection with any such re-registration of an Aircraft in accordance with this Section 2.01(a)(3), The Netherlands or the United KingdomGrantor shall, (E) any import or export permits necessary to take the Aircraft into such jurisdiction of reregistration and any exchange permits necessary to allow all Rent to continue to be paid are in full force and effect to the extent obtainable with commercially reasonable effort at its cost and to the extent customary to obtain, and (F) any value added tax, customs duty, tariff or other governmental charge or tax relating to the change in jurisdiction of registration of the Aircraft shall have been paid; and (ii) a favorable opinion (subject to customary bankruptcy and equitable exceptions and to other exceptions customary in foreign legal opinions generally) of counsel addressed to Lessor, from counsel qualified in permitted by the laws of such country, cause the relevant jurisdiction and reasonably acceptable interests of the Collateral Agent in such Aircraft to the addressees to the effect that: (A) the obligations of Lessee, and the rights and remedies of Lessor, under the Lease shall remain valid binding and enforceable be duly registered or recorded under the laws of such jurisdiction; country and at all times thereafter to remain so duly registered or recorded unless and until changed as permitted hereby, and shall cause to be done at all times all other acts (Bincluding the filing, recording and delivery of any document or instrument and the payment of any sum) it is not necessarynecessary or, solely by reference to prudent industry practice in such country, advisable in order to establish the Collateral Agent's interest in and to such Aircraft as a consequence of such change in registration and without giving effect to against the Grantor, any other activity of Lessor, (Permitted Lessee or any Affiliate thereof), for Lessor to register or qualify to do business third parties in such jurisdiction; and (C) after giving effect to such change in registration. Subject as provided herein, the ownership interest Collateral Agent shall execute and deliver, at the Grantor's expense, all such documents as the Grantor may reasonably request and otherwise cooperate with the Grantor for the purpose of effecting, continuing or (as provided in this subparagraph (3)) changing the Lessor in the Aircraft shall be recognized and all filing, recording or other action necessary to protect the same shall be undertaken. Upon receipt registration of the foregoing certificate and opinion, Lessor will make such change of registration. Lessee shall pay all costs, expenses, fees, recording and registration Taxes, including the reasonable fees and expenses of counsel to Lessor, in connection with any such change in registration. The list of countries in which Lessee is permitted to effect a reregistration of the Aircraft in accordance with the procedures terms hereof. The Grantor shall pay all reasonable fees and expenses on an after-tax basis of this SECTION 7(a)(3) is as follows: Australia the Netherlands Austria New Zealand Bahamas Norway Belgium People's Republic Collateral Agent or any Lender in connection with any change of China Bermuda Portugal Canada Republic registry of China (Taiwan) Denmark Singapore Finland South Africa France Spain Greece Sweden Germany Switzerland Iceland United Kingdom Ireland United States of America Italy Japan Luxembourgsuch Aircraft.