Common use of Change in Registration Clause in Contracts

Change in Registration. So long as no Default ---------------------- under Section 14(a), (b), (f) or (g) of the Lease or any Indenture Event of Default shall have occurred and be continuing and the Lien of this Indenture shall not have been discharged, the Indenture Trustee shall, upon the request of the Lessee and compliance with the applicable provisions of the next two paragraphs, consent to the deregistration of the Aircraft under the laws of the jurisdiction in which it is at the time registered and the registration of the Aircraft under the laws of (i) any country listed on Exhibit G to the Lease with which the United States then maintains normal diplomatic relations or, if Taiwan, the United States then maintains diplomatic relations at least as good as those in effect on the Closing Date (a "Scheduled Country"), or (ii) any other country, in each case subject to the provisions hereof and subject to the provisions of Section 7(a)(3) of the Lease and Section 8(e) of the Participation Agreement.. Prior to any such re-registration under the laws of a Scheduled Country, the Indenture Trustee shall have received a favorable opinion of counsel addressed to it to the effect that (i) the laws of the new country of registration will recognize the Owner Trustee's right of ownership with respect to the Aircraft and will give effect to the priority of the Lien and security interest created by this Indenture, (ii) this Indenture and the Indenture Trustee's Lien and right to repossession thereunder is valid and enforceable under the laws of such country and (iii) the terms (including, without limitation, the governing-law, service-of-process and jurisdictional- submission provisions thereof) of the Indenture are legal, valid, binding and enforceable in such jurisdiction. [First Amended and Restated Trust Indenture and Security Agreement (1989 I)] Prior to any such re-registration under the laws of any country other than the U.S. or a Scheduled Country, the Indenture Trustee shall have received (x) a favorable opinion of counsel in the new jurisdiction of registry covering the matters set forth in the preceding paragraph and to the effect that (A) it is not necessary for the Indenture Trustee to register or qualify to do business in such jurisdiction, (B) that there is no tort liability of the lender of an aircraft not in possession thereof 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 Indenture Trustee is provided, at Lessee's expense, to cover such risk), and (C) (unless Lessee shall have agreed to provide insurance covering the risk of requisition of use or title of the Aircraft by the government of such jurisdiction so long as the Aircraft is registered under the laws of such jurisdiction) that 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 the Aircraft in the event of the requisition by such government of such use or title and (y) assurances (A) to the effect that the insurance or self-insurance provisions of the Indenture have been complied with after giving effect to such change of registry, (B) to the effect that the original indemnities (and any additional indemnities for which the Lessee is then willing to enter into a binding agreement to indemnify) in favor of the Indenture Trustee under the Indenture, afford each such party substantially the same protection as provided prior to such change of registry.

Change in Registration. So long as no Default ---------------------- under Section 14(a), (b), (f) or (g) of the Lease or any Indenture Event of Default shall have occurred and be continuing and the Lien of this Indenture shall not have been discharged, the Indenture Trustee shall, upon the request of the Lessee and compliance with the applicable provisions of the next two paragraphs, consent to the deregistration of the Aircraft under the laws of the jurisdiction in which it is at the time registered and the registration of the Aircraft under the laws of (i) any country listed on Exhibit G F to the Lease with which the United States then maintains normal diplomatic relations or, if Taiwan, the United States then maintains diplomatic relations at least as good as those in effect on the Closing Date (a "Scheduled Country"), or (ii) any other country, in each case subject to the provisions hereof and subject to the provisions of Section 7(a)(3) of the Lease and Section 8(e) of the Participation Agreement.. hereof. Prior to any such re-registration under the laws of a Scheduled Country, the Indenture Trustee shall have received a favorable opinion of counsel addressed to it to the effect that (i) the laws of the new country of registration will recognize the Owner Trustee's right of ownership with respect to the Aircraft and will give effect to the priority of the Lien and security interest created by this Indenture, (ii) this Indenture and the Indenture Trustee's Lien and right to repossession thereunder is valid and enforceable under the laws of such country and (iii) the terms (including, without limitation, the governing-law, service-of-process and jurisdictional- jurisdictional-submission provisions thereof) of the Indenture are legal, valid, binding and enforceable in such jurisdiction. [First Amended and Restated Trust Indenture and Security Agreement (1989 I)] Prior to any such re-registration under the laws of any country other than the U.S. or a Scheduled Country, the Indenture Trustee shall have received (x) a favorable opinion of counsel in the new jurisdiction of registry covering the matters set forth in the preceding paragraph and to the effect that (A) it is not necessary for the Indenture Trustee to register or qualify to do business in such jurisdiction, (B) that there is no tort liability of the lender of an aircraft not in possession thereof 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 Indenture Trustee is provided, at Lessee's expense, to cover such risk), and (C) (unless Lessee shall have agreed to provide insurance covering the risk of requisition of use or title of the Aircraft by the government of such jurisdiction so long as the Aircraft is registered under the laws of such jurisdiction) that 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 the Aircraft in the event of the requisition by such government of such use or title and (y) assurances (A) to the effect that the insurance or self-insurance provisions of the Indenture have been complied with after giving effect to such change of registry, (B) to the effect that the original indemnities (and any additional indemnities for which the Lessee is then willing to enter into a binding agreement to indemnify) in favor of the Indenture Trustee under the Indenture, afford each such party substantially the same protection as provided prior to such change of registry.of

Change in Registration. So long as no Default ---------------------- under Section 14(a), (b), (f) or (g) of the Lease or any Indenture Event of Default shall have occurred and be continuing and the Lien of this Indenture shall not have been discharged, the The Indenture Trustee shall, upon the request of the Lessee and compliance with the applicable provisions of the next two paragraphsCompany, consent to the deregistration of the Aircraft under the laws of the jurisdiction in which it is at the time registered and the registration of the Aircraft under the laws of another jurisdiction (i) any country listed on Exhibit G to the Lease with which the United States then maintains normal diplomatic relations or, if Taiwan, the United States then maintains diplomatic relations at least as good as those in effect on the Closing Date (herein called a "Scheduled Countrychange in registration"), or ) provided that the following conditions are met: (iia) any other country, such change in each case subject to the provisions hereof and subject to registration complies with the provisions of Section 7(a)(3the Participation Agreement and the Lease; (b) no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default shall have occurred and be continuing at the date of such request or at the effective date of the Lease and Section 8(echange in registration, provided that it shall not be necessary to comply with this condition (b) if the change in registration results in the registration of the Participation Agreement.. Prior to any such re-registration under the laws of a Scheduled Country, the Indenture Trustee shall have received a favorable opinion of counsel addressed to it to the effect that (i) the laws of the new country of registration will recognize the Owner Trustee's right of ownership with respect to the Aircraft and will give effect to the priority of the Lien and security interest created by this Indenture, (ii) this Indenture and the Indenture Trustee's Lien and right to repossession thereunder is valid and enforceable under the laws of such country and (iii) the terms (including, without limitation, the governing-law, service-of-process and jurisdictional- submission provisions thereof) of the Indenture are legal, valid, binding and enforceable in such jurisdiction. [First Amended and Restated Trust Indenture and Security Agreement (1989 I)] Prior to any such re-registration under the laws of any country other than the U.S. or a Scheduled Country, the Indenture Trustee shall have received (x) a favorable opinion of counsel in the new jurisdiction of registry covering the matters set forth in the preceding paragraph and to the effect that (A) it is not necessary for the Indenture Trustee to register or qualify to do business in such jurisdiction, (B) that there is no tort liability of the lender of an aircraft not in possession thereof 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 if the Indenture Trustee in its discretion believes the change in registration would be advantageous to the Holders; and (it being understood that, such c) the Indenture Trustee shall have received an opinion shall be waived if insurance of counsel reasonably satisfactory to the Indenture Trustee is providedto the effect that: (i) after giving effect to the change in registration, at Lessee's expense, to cover such risk), and (C) (unless Lessee shall have agreed to provide insurance covering the risk of requisition of use or title of Lien on the Aircraft by and the government of such jurisdiction so long as the Aircraft is registered under the laws of such jurisdiction) that 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 the Aircraft other property included in the event Indenture Estate shall continue as a fully perfected lien and that all filing, recording or other action necessary to perfect and protect the lien of this Indenture has been accomplished (or if such opinion cannot be given at the requisition time by such government of such use which the Indenture Trustee has been requested to consent to a change in registration, (x) the opinion shall detail what filing, recording or title other action is necessary and (y) assurances (A) to the effect that the insurance or self-insurance provisions of the Indenture have been complied with after giving effect to such change of registry, (B) to the effect that the original indemnities (and any additional indemnities for which the Lessee is then willing to enter into a binding agreement to indemnify) in favor of the Indenture Trustee under shall have received a certificate from the Company that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished Indenture-37 (1995 777 C) and a supplemental opinion to that effect shall be delivered to the Indenture Trustee on or prior to the effective date of the change in registration); and (ii) the terms of the Lease and this Indenture (including the governing law clauses) being legal, valid and binding and enforceable in such jurisdiction, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, and by general principles of equity and except as limited by applicable laws which may affect the remedies provided in the Lease and this Indenture, afford each respectively, which laws, however, do not in the opinion of such party substantially counsel make the same protection remedies provided in the Lease and this Indenture, respectively, inadequate for the practical realization of the rights and benefits provided thereby. The Indenture Trustee shall execute such documents as provided prior the Company or the Owner Trustee shall reasonably request in order to satisfy the above conditions and upon satisfaction of such conditions to effect the change of registryin registration.