Common use of Re-registration Clause in Contracts

Re-registration. Lessor agrees that in connection with a Sublease to a Permitted Sublessee that is not a Section 1110 Person and that is not domiciled in the United States, Lessee may register the Aircraft in any country listed on EXHIBIT F hereto; subject to satisfaction of the requirements for such a Sublease in Section 8.01(c) of the Lease (including, without limitation, the requirements that no Specified Default shall have occurred and be continuing, such Permitted Sublessee has provided evidence satisfactory to Lessor of insurance coverage required by the XI with respect to the operation of the Aircraft by such Permitted Sublessee, and the Lessee has made the lump sum payment required by Section 8.01(c)(i) of the Lease, if any) and to the following conditions: (i) the Lessee shall pay all reasonable fees and expenses (including the reasonable fees and expenses of local counsel in such country) relating to such re-registration; (ii) the Lessee shall, at its cost, cause the interest of the Owner Trustee as owner of the Aircraft to be duly registered or recorded under the laws of such country and at all times thereafter to remain so duly registered or recorded unless and until the registration of the Aircraft is changed as provided herein, and shall, at its cost, cause to be done at all times all other acts including the filing, recording and delivery of any document or instrument and the payment of any sum necessary or, by reference to prudent industry practice in such country, advisable in order to create, preserve and protect such interest in the Aircraft as against the Lessee or any third parties in such jurisdiction, and the laws of such country would give effect to the Owner Trustee's title to and ownership interest in the Aircraft; (iii) the obligations of the Lessee (and of the Permitted Sublessee under a Sublease) and the rights and remedies of the Lessor shall remain or be, as the case may be, legal, valid, binding and enforceable in such country, and the courts of such country will respect the choice of New York law to govern the Lease; (iv) the Aeronautical Authority in the country of such re-registration imposes aircraft maintenance standards approved by, or at least as stringent as those approved by, the FAA the JAA or the central civil aviation authority of the United Kingdom, France, Germany, Japan, the Netherlands or Canada; (v) it shall not be necessary by reason of such re-registration or for purposes of enforcing remedies contained in the Lease or the related Sublease for the Owner Trustee or the Beneficiary to register or qualify to do business in such country; (vi) no Liens (except Permitted Liens) shall arise by reason of such re-registration; (vii) none of the Owner Trustee and the Beneficiary shall be subjected to any risk of adverse tax consequences in the jurisdiction in which the Aircraft is to be re-registered as a result of such re-registration for which the Lessee does not then indemnify or cause to be indemnified such Person in a manner satisfactory in form and substance to such Person; (viii) any export licenses and certificate of deregistration required in connection with any repossession or return of the Aircraft will be readily obtainable in the normal course without material delay or material burden on the Owner Trustee, it being agreed that the Lessee shall be responsible for the cost thereof; (ix) there is no tort liability of the owner or lessor of an aircraft not in possession thereof under the laws of such jurisdiction more onerous than under the laws of the United States or any state thereof (it being agreed that, in the event such opinion cannot be given in a form satisfactory to the Beneficiary, such opinion shall be waived if insurance reasonably satisfactory to the Beneficiary is provided to cover such risk); (x) unless Lessee shall have agreed to provide insurance reasonably satisfactory to the Beneficiary covering the risk of requisition of use of or title to the Aircraft by the government of such country (so long as the Aircraft is registered under the laws of such country), the laws of such country require fair compensation by the government of such country payable in currency freely convertible into Dollars and freely removable from such country (without license or permit, unless Lessee prior to such proposed re-registration has obtained such license or permit or such license or permit will be readily obtainable in the normal course without material delay or material burden on the Beneficiary) for the taking or requisition by such government of such use or title; (xi) the Beneficiary and the Owner Trustee shall have received opinions in scope, form and substance reasonably satisfactory to them, of counsel, expert in the laws of such country, to the effect set forth in clauses (ii), (iii) (with respect to the obligations of the Lessee under the Lease), (v), (vii), (viii), (ix) and (x) of this Section 5; (xii) such proposed change in registration is made in connection with a Sublease to a Permitted Sublessee domiciled in such country; and (xiii) Lessee shall deliver such request to Lessor and Beneficiary in writing at least 20 days in advance of the date of any such proposed change in registration.

Re-registration. Lessor agrees that (i) At any time after the Aircraft has been registered under the Applicable Laws of Chile or Brazil pursuant to the provisions of Section 7(a), the Lessee or any Permitted Sublessee may, at its option and at its sole cost and expense, in connection with a Sublease to sublease permitted under Section 7(g) hereof (or following the termination of a Permitted Sublessee that is not a Section 1110 Person and that is not domiciled in the United States, Lessee may register the Aircraft in any country listed on EXHIBIT F hereto; subject to satisfaction of the requirements for such a Sublease in Section 8.01(csublease) of the Lease (including, without limitation, the requirements that no Specified Default shall have occurred and be continuing, such Permitted Sublessee has provided evidence satisfactory to Lessor of insurance coverage required by the XI with respect to the operation of the Aircraft by such Permitted Sublessee, and the Lessee has made the lump sum payment required by Section 8.01(c)(i) of the Lease, if any) and to the following conditions: (i) the Lessee shall pay all reasonable fees and expenses (including the reasonable fees and expenses of local counsel in such country) relating to such re-registration; (ii) the Lessee shall, at its cost, cause the interest of the Owner Trustee as owner of the Aircraft to be duly re-registered or recorded under in the laws of such country and at all times thereafter to remain so duly registered or recorded unless and until the registration name of the Aircraft is changed as provided hereinLessor or the Owner, and shall, at its cost, cause to be done at all times all other acts including the filing, recording and delivery of any document or instrument and the payment of any sum necessary or, if required by reference to prudent industry practice in such countryApplicable Laws, advisable in order to create, preserve and protect such interest in the Aircraft as against name of the Lessee or a Permitted Sublessee (as applicable, expressly as operator, lessee or charterer) and noting the interest of the Lessor, the Owner or any third parties in such jurisdictionFinancier, and satisfaction of any conditions imposed thereby and provided further, that, (a) under the laws Applicable Laws of such country would give effect to the Owner Trustee's title to and ownership interest in the Aircraft; (iii) the obligations of the Lessee (and of the Permitted Sublessee under a Sublease) and the rights and remedies of the Lessor shall remain or be, as the case may be, legal, valid, binding and enforceable in such country, and the courts of such country will respect the choice of New York law to govern the Lease; (iv) the Aeronautical Authority in the country of such re-registration imposes aircraft maintenance standards approved by, or at least as stringent as those approved by, the FAA the JAA or the central civil aviation authority of the United Kingdom, France, Germany, Japan, the Netherlands or Canada; (v) it shall not be necessary by reason of such re-registration or for purposes of enforcing remedies contained in the Lease or the related Sublease for the Owner Trustee or the Beneficiary to register or qualify to do business in such country; (vi) no Liens (except Permitted Liens) shall arise by reason of such re-registration; (vii) none of the Owner Trustee and the Beneficiary shall be subjected to any risk of adverse tax consequences in the jurisdiction in which the Aircraft is to be registered, there shall exist no rights in favor of any Permitted Sublessee or any other Person under the laws of the jurisdiction of the re-registration that would, upon bankruptcy or other default by such Permitted Sublessee, prevent the deregistration, re-export and return of the Aircraft to the Lessor in accordance with and as permitted by the terms of Section 5 upon the exercise by the Lessor of its remedies under Section 15, other than such rights as are no more disadvantageous to the Lessor, the Owner or any Financier than the rights in favor of the Lessee or any Permitted Sublessee or any third party if such bankruptcy or other default occurred while the Aircraft was registered under the law of Chile, Brazil or in the jurisdiction where the Aircraft is operated by a Permitted Sublessee, as applicable, (b) the Lessor or Owner, as applicable, shall be recognized as the owner of the Aircraft, (c) if the proposed jurisdiction of re-registration is other than Chile or Brazil, there shall be no disability under the Applicable Laws of the jurisdiction of re-registration at the date of re-registration to the practical exercise of the rights and remedies provided for in this Lease to which the Lessee or the relevant Permitted Sublessee is at the time of re-registration a party in respect of the Aircraft and the practical realization by the Lessor, the Owner and any Financier of the benefits of this Lease will be available under such Applicable Laws, (d) all filings, recordations, registrations and other actions necessary under the Applicable Laws of the jurisdiction in which the Aircraft is to be registered, in order to establish, protect and perfect the Lessor’s or Owner’s, as applicable, title to the Aircraft and its rights under this Lease shall have been made, (e) under the Applicable Laws of the jurisdiction in which the Aircraft is to be registered, the rights of the Lessor, the Owner and any Financier under this Lease shall be enforceable in the jurisdiction of re-registration, (f) in the opinion of the Lessor (acting reasonably), the standards in respect of airworthiness and maintenance applied in the state where the Aircraft is to be re-registered are no less stringent than those applied by the Aviation Authority of Chile or Brazil; (g) such re-registration shall not result in any Tax for which the Lessee is not required to indemnify or does not otherwise agree to indemnify at such time, (h) neither the Lessor, the Owner, nor any Financier shall be required to qualify to do business in such jurisdiction as a result of such re-registration, (i) no Liens (other than Permitted Liens) shall arise as a result of such re-registration for which and (j) the Lessee does not then indemnify or cause to insurance required by Section 10 shall be indemnified such Person in a manner satisfactory in form full force and substance effect subsequent to such Person; (viii) re-registration. All reasonable costs, expenses and fees of the Lessor, the Owner and any export licenses Financier and certificate of deregistration required all other charges in connection with any repossession such re-registration shall be paid by the Lessee. (ii) Throughout the Term, Lessee will, at the Lessor’s cost, (i) cooperate with the Lessor to file the Financiers’ security interests created from time to time in the Aircraft on each relevant register of the Aviation Authority and, if applicable, the relevant register of the aviation authority of the Habitual Base and (ii) make any changes to any registration or return filing that may be necessary or advisable to take account of any change in the ownership of the Aircraft will be readily obtainable and cooperate with the Lessor filing in relation to the interests of any Financier in the normal course without material delay or material burden on the Owner TrusteeAircraft, it being agreed that the Lessee shall be responsible for the cost thereof; (ix) there is no tort liability of the owner or lessor of an aircraft not in possession thereof under the laws of save where such jurisdiction more onerous than under the laws of the United States or any state thereof (it being agreed that, in the event such opinion cannot be given in a form satisfactory to the Beneficiary, such opinion shall be waived if insurance reasonably satisfactory to the Beneficiary is provided to cover such risk); (x) unless Lessee shall have agreed to provide insurance reasonably satisfactory to the Beneficiary covering the risk of requisition of use of or title to the Aircraft by the government of such country (so long as the Aircraft is registered under the laws of such country), the laws of such country require fair compensation by the government of such country payable in currency freely convertible into Dollars and freely removable from such country (without license or permit, unless Lessee prior to such proposed re-registration has obtained such license or permit or such license or permit will be readily obtainable in the normal course without material delay or material burden on the Beneficiary) for the taking or requisition by such government of such use or title; (xi) the Beneficiary and the Owner Trustee shall have received opinions in scope, form and substance reasonably satisfactory to them, of counsel, expert in the laws of such country, to the effect set forth in clauses (ii), (iii) (with respect to the obligations of the Lessee under the Lease), (v), (vii), (viii), (ix) and (x) of this Section 5; (xii) such proposed change in registration of filing is made required as a result of a change of law in connection with the State of Registration or as a Sublease to a Permitted Sublessee domiciled in such country; and (xiii) Lessee shall deliver such request to Lessor and Beneficiary in writing at least 20 days in advance result of any subleasing or interchange of the date of any Aircraft, in which case such proposed change shall be made at the Lessee’s cost as provided for in registrationSection 7(b)(i) above.

Re-registration. Lessor agrees that in In connection with a Sublease to a Permitted Sublessee that is not a Section 1110 Person and that is not domiciled in the United Statesany re-registration of any Aircraft or Engine, Lessee may register the Aircraft in any country listed on EXHIBIT F hereto; subject to satisfaction of the requirements for such a Sublease in Section 8.01(c) of the Lease (including, without limitation, the requirements that no Specified Default shall have occurred and be continuing, such Permitted Sublessee has provided evidence satisfactory to Lessor of insurance coverage required by the XI with respect to the operation of the Aircraft by such Permitted Sublessee, and the Lessee has made the lump sum payment required by Section 8.01(c)(i) of the Lease, if any) and to the following conditions: (i) each Grantor shall have caused the Lessee Agent to have a (or shall pay all reasonable fees and expenses have assigned to the Agent its own) valid first priority perfected security interest (including the reasonable fees and expenses of local counsel subject only to Permitted Liens) in such country) relating to such re-registration; (ii) the Lessee shall, at its cost, cause the interest of the Owner Trustee as owner of the Aircraft to be duly registered or recorded Engine under the laws of such the country and at all times thereafter to remain so duly registered or recorded unless and until the registration of the Aircraft is changed as provided hereinre-registration, and shall, at its cost, cause to be done at all times all other acts including the filing, recording and delivery of any document or instrument and the payment of any sum necessary or, by reference to prudent industry practice in such country, advisable in order to create, preserve and protect such interest in the Aircraft as against the Lessee or any third parties in such jurisdiction, and the laws of such country would give effect to the Owner Trustee's title to and ownership interest in the Aircraft; (iiiii) the obligations of the Lessee Grantor under this Security Agreement (or a replacement mortgage and security agreement governed by the laws of the Permitted Sublessee under a Subleasejurisdiction of re-registration) and the rights and remedies of the Lessor shall remain or be, as the case may be, legal, be valid, binding and enforceable (in such country, and the courts of such country will respect the choice of New York law each case subject to govern the Lease; (ivcustomary exceptions) the Aeronautical Authority in the country of re-registration, (iii) any import permits necessary to take such Aircraft or Engine into the country of re-registration imposes aircraft maintenance standards approved byshall be in full force and effect, or (iv) all insurance required by Section 11 shall be in full force and effect prior to, at least as stringent as those approved bythe time of and after such change in registration, the FAA the JAA or the central civil aviation authority of the United Kingdom, France, Germany, Japan, the Netherlands or Canada; (v) it shall not be necessary by reason of such re-registration or for purposes of enforcing remedies contained in the Lease or the related Sublease for the Owner Trustee or the Beneficiary to register or qualify to do business in such country; (vi) no Liens (except other than Permitted Liens) shall arise by reason of such re-registration; , (vi) it shall not be necessary for the Agent or the Lenders to qualify to do business in the jurisdiction of re-registration, (vii) none of the Owner Trustee and the Beneficiary shall be subjected to any risk of adverse tax consequences in the jurisdiction in which the Aircraft is to be re-registered as a result of such re-registration for which the Lessee does not then indemnify or cause to be indemnified such Person in a manner satisfactory in form and substance to such Person; (viii) any export licenses and certificate of deregistration required in connection with any repossession or return of the Aircraft will be readily obtainable in the normal course without material delay or material burden on the Owner Trustee, it being agreed that the Lessee shall be responsible for the cost thereof; (ix) there is no tort liability of the owner or lessor of an aircraft not in possession thereof under the laws of such jurisdiction more onerous than under the laws of the United States or any state thereof (it being agreed that, in the event such opinion cannot be given in a form satisfactory to the Beneficiary, such opinion shall be waived if insurance reasonably satisfactory to the Beneficiary is provided to cover such risk); (x) unless Lessee shall have agreed to provide insurance reasonably satisfactory to the Beneficiary covering the risk of requisition of use of or title to the Aircraft by the government of such country (so long as the Aircraft is registered under the laws of such country), the laws of such country require fair compensation by the government of such country payable in currency freely convertible into Dollars and freely removable from such country (without license or permit, unless Lessee prior to such proposed re-registration has obtained such license or permit or such license or permit will be readily obtainable in the normal course without material delay or material burden on the Beneficiary) for the taking or requisition by such government of such use or title; (xi) the Beneficiary and the Owner Trustee Agent shall have received opinions in scope, form and substance reasonably satisfactory to them, an opinion of counsel, expert in the laws of such countrythe jurisdiction of re-registration, to the effect set forth in clauses (i), (ii), (iii) (with respect to the obligations of the Lessee under the Lease), (v), (vii), (viii), (ix) and (xvi) above, and (viii) each Grantor and such Aircraft or Engine shall remain in compliance with all requirements set forth in this Security Agreement and any other Loan Document, including without limitation the requirements of this Section 5; (xii) 8(d). Each Grantor shall pay all costs, expenses, fees and other charges incurred as a consequence of any re-registration of any Aircraft or Engine. The Agent and the Lenders shall cooperate with each Grantor and take all reasonable lawful action requested by such proposed change in registration is made Grantor, at such Grantor's cost and expense, in connection with a Sublease the re-registration of any Aircraft or Engine pursuant hereto. Notwithstanding the foregoing, Aircraft and Engines may only be re-registered in (i) the United States, (ii) the country in which the Applicable Carrier is organized, or (iii) subject to a Permitted Sublessee domiciled in such country; and the limitations of subsection (xiiif) Lessee shall deliver such request to Lessor and Beneficiary in writing at least 20 days in advance of the date definition of any such proposed change in registrationEligible Aircraft, the country of another Eligible Carrier.

Re-registration. Lessor agrees that in connection with a Sublease to a Permitted Sublessee that is not a Section 1110 Person and that is not domiciled in At any time after the United StatesBar Period, Lessee may register the Aircraft in any country listed on EXHIBIT F hereto; subject to satisfaction so long as no Payment Default, Bankruptcy Default or Event of the requirements for such a Sublease in Section 8.01(c) of the Lease (including, without limitation, the requirements that no Specified Default shall have occurred and be continuing, such Permitted Sublessee has provided evidence satisfactory Lessee may, by 30 days’ written notice to Lessor request to change the country of insurance coverage required by the XI with respect to the operation registration of the Aircraft by such to a Permitted Sublessee, and Country. (a) Lessee shall be entitled to register the Lessee has made Aircraft or cause the lump sum payment required by Section 8.01(c)(i) of Aircraft to be registered in a country other than the Lease, if any) and United States subject to compliance with the following conditionsfollowing: (i) each of the following requirements is satisfied: (A) no Payment Default, Bankruptcy Default or Event of Default shall have occurred and be continuing at the time of such registration; (B) such proposed change of registration is made in connection with a Permitted Sublease to a Permitted Air Carrier; (C) such country is a Permitted Country; (D) such re-registration will not divest Lessor of title to the Aircraft; and (E) Lessee shall pay all costs, expenses, fees, recording and registration taxes, and other charges in connection with any such change in registration, including the reasonable fees and out-of-pocket expenses of Lessor in connection with such change of registration, including, without limitation (including 1) the reasonable fees and disbursements of counsel to Lessor, (2) any filing or recording fees, Taxes or similar payments incurred in connection with the change of registration of the Aircraft and the establishment of Lessor’s title therein, and (3) all costs and expenses of local counsel incurred in such country) relating connection with any filings necessary to such re-registrationcontinue in the United States the Lessor’s title to the Aircraft; (ii) the Lessee shall, at its cost, cause Lessor shall have received an opinion of counsel (subject to customary exceptions) reasonably satisfactory to it and addressed to Lessor to the interest of the Owner Trustee as owner of the Aircraft to be duly registered or recorded under the laws of such country and at all times thereafter to remain so duly registered or recorded unless and until the registration of the Aircraft is changed as provided herein, and shall, at its cost, cause to be done at all times all other acts including the filing, recording and delivery of any document or instrument and the payment of any sum necessary or, by reference to prudent industry practice in such country, advisable in order to create, preserve and protect such interest in the Aircraft as against the Lessee or any third parties in such jurisdiction, and the laws of effect that: (A) such country would give effect to recognize the Owner Trustee's title to and Lessor’s ownership interest in the Aircraft; (iiiB) all filing, recording or other action necessary to protect Lessor’s title to the Aircraft shall have been accomplished (or, if such opinion cannot be given at the time of such proposed change in registration because such change in registration is not yet effective, (1) the obligations of the Lessee opinion shall detail what filing, recording or other action is necessary and (and of the Permitted Sublessee under a Sublease2) and the rights and remedies of the Lessor shall remain have received a certificate from Lessee that all possible preparations to accomplish such filing, recording and other action shall have been done, and (3) such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be delivered to Lessor promptly after the effective date of such change in registration); (C) it is not necessary, solely as a consequence of such change in registration and without giving effect to any other activity of Lessor (or beany Affiliate thereof), as the case may be, legal, valid, binding and enforceable in such country, and the courts of such country will respect the choice of New York law for Lessor to govern the Lease; (iv) the Aeronautical Authority in the country of such re-registration imposes aircraft maintenance standards approved by, or at least as stringent as those approved by, the FAA the JAA or the central civil aviation authority of the United Kingdom, France, Germany, Japan, the Netherlands or Canada; (v) it shall not be necessary by reason of such re-registration or for purposes of enforcing remedies contained in the Lease or the related Sublease for the Owner Trustee or the Beneficiary to register or qualify to do business in such country; (vi) no Liens (except Permitted Liens) shall arise by reason of such re-registration; (vii) none of the Owner Trustee and the Beneficiary shall be subjected to any risk of adverse tax consequences in the jurisdiction in which the Aircraft is to be re-registered country as a result of such re-registration for which the Lessee does not then indemnify or cause to be indemnified such Person in a manner satisfactory in form and substance to such Personreregistration; (viii) any export licenses and certificate of deregistration required in connection with any repossession or return of the Aircraft will be readily obtainable in the normal course without material delay or material burden on the Owner Trustee, it being agreed that the Lessee shall be responsible for the cost thereof; (ix) there is no tort liability of the owner or lessor of an aircraft not in possession thereof under the laws of such jurisdiction more onerous than under the laws of the United States or any state thereof (it being agreed that, in the event such opinion cannot be given in a form satisfactory to the Beneficiary, such opinion shall be waived if insurance reasonably satisfactory to the Beneficiary is provided to cover such risk); (xD) unless Lessee or the Permitted Air Carrier shall have agreed to provide insurance reasonably satisfactory to the Beneficiary Lessor covering the risk of requisition of use title of or title to the Aircraft by the government of such country (so long as the Aircraft is registered under the laws of such country), the laws of such country require fair compensation by the government of such country payable in currency freely convertible into Dollars and freely removable from such country (without provided that if a license or permitpermit is required and is customarily obtained in advance in such country, unless Lessee prior to such proposed re-registration has reregistration shall have obtained such license or permit or such license or permit will be readily obtainable in the normal course without material delay or material burden on the Beneficiarypermit) for the taking or requisition by such government of such use or title; (xiE) if Lessee has entered into a sublease with a Permitted Foreign Air Carrier, there exist no possessory rights in favor of the Beneficiary Permitted Foreign Air Carrier under such sublease under the Law of such Permitted Foreign Air Carrier’s country of domicile that would, upon bankruptcy, reorganization or other insolvency proceedings of or other default by Lessee and assuming that at such time such Permitted Foreign Air Carrier is not insolvent or bankrupt, prevent the Owner Trustee return or repossession of the Aircraft in accordance with and when permitted by the terms of Section 14 hereof upon the exercise by Lessor of its remedies under the Lease and there are no procedural impediments to the return of the Aircraft to Lessor materially greater than under United States law, and upon termination of any Permitted Sublease, registration shall have received opinions be terminable without material burden or delay; and (F) there is no tort liability for a lessor of an aircraft not in scope, form and substance reasonably satisfactory to them, of counsel, expert in possession thereof under the laws of such countryjurisdiction (or insurance reasonably satisfactory to Lessor may be provided in lieu of such opinion as to tort liability). (b) In addition, as a condition precedent to any change in registration Lessee shall have provided to Lessor a letter from a reputable independent insurance broker to the effect set forth in clauses that the provisions of Section 10 hereof have been complied with after giving effect to such change of registration. (ii), (iiic) (with respect Lessor agrees that if Lessee requests a change of registration pursuant to the obligations of the Lessee under the Lease), (v), (vii), (viii), (ix) and (x) of this Section 5; (xii) 7.1.2, it will take all such proposed change action reasonably requested by Lessee in registration is made in connection with order to effect such a Sublease to a Permitted Sublessee domiciled in such country; and (xiii) Lessee shall deliver such request to Lessor and Beneficiary in writing at least 20 days in advance of the date of any such proposed change in registration, including the execution and delivery of such documents and instruments as may be necessary or advisable in connection therewith.

Re-registration. Lessor agrees that in connection with a Sublease to a Permitted Sublessee that is not a Section 1110 Person and that is not domiciled in the United States, Lessee may register At any time after the Aircraft in any country listed on EXHIBIT F hereto; subject has been registered under the Applicable Laws of Chile pursuant to satisfaction the provisions of the requirements for such a Sublease in Section 8.01(c) 7(a), so long as no Default or Lease Event of the Lease (including, without limitation, the requirements that no Specified Default shall have occurred and be continuing, such Permitted Sublessee has provided evidence satisfactory to Lessor of insurance coverage required by the XI with respect to the operation of the Aircraft by such Permitted Sublessee, and the Lessee has made the lump sum payment required by Section 8.01(c)(i) of the Lease, if any) and to the following conditions: (i) the Lessee shall pay all reasonable fees and expenses (including the reasonable fees and expenses of local counsel in such country) relating to such re-registration; (ii) the Lessee shallmay, at its costoption and at its sole cost and expense, in connection with a sublease permitted under Section 7(e) hereof cause the interest of the Owner Trustee as owner of the Aircraft to be duly re-registered or recorded under in the laws of such country and at all times thereafter to remain so duly registered or recorded unless and until the registration name of the Aircraft is changed as provided hereinLessor, and shall, at its cost, cause to be done at all times all other acts including the filing, recording and delivery of any document or instrument and the payment of any sum necessary or, if required by reference to prudent industry practice in such countryApplicable Laws, advisable in order to create, preserve and protect such interest in the Aircraft as against name of the Lessee or any third parties in such jurisdiction, and the laws of such country would give effect to the Owner Trustee's title to and ownership interest in the Aircraft; (iii) the obligations of the Lessee (and of the a Permitted Sublessee under a Sublease(as applicable, expressly as operator, lessee or charterer) and noting the rights and remedies interest of the Lessor shall remain or be(and, as if permitted under Applicable Laws, noting the case may beinterest of the Loan Trustee), legalin any of the countries set forth on Annex B hereto (each, valid, binding and enforceable in such countrya “Permitted Jurisdiction”), and satisfaction of any conditions imposed thereby and provided further, that, (a) under the courts Applicable Laws of such country will respect the choice of New York law to govern the Lease; (iv) the Aeronautical Authority in the country of such re-registration imposes aircraft maintenance standards approved by, or at least as stringent as those approved by, the FAA the JAA or the central civil aviation authority of the United Kingdom, France, Germany, Japan, the Netherlands or Canada; (v) it shall not be necessary by reason of such re-registration or for purposes of enforcing remedies contained in the Lease or the related Sublease for the Owner Trustee or the Beneficiary to register or qualify to do business in such country; (vi) no Liens (except Permitted Liens) shall arise by reason of such re-registration; (vii) none of the Owner Trustee and the Beneficiary shall be subjected to any risk of adverse tax consequences in the jurisdiction in which the Aircraft is to be registered, there shall exist no rights in favor of any Permitted Sublessee or any other Person under the laws of the jurisdiction of the re-registration that would, upon bankruptcy or other default by such Permitted Sublessee, prevent the deregistration, re-export and return of the Aircraft to the Lessor in accordance with and as permitted by the terms of Section 5 upon the exercise by the Lessor of its remedies under Section 14, other than such rights as are no more disadvantageous to the Lessor than the rights in favor of the Lessee or any Permitted Sublessee or any third party if such bankruptcy or other default occurred while the Aircraft was registered under the law of Chile, or other Permitted Jurisdiction, as applicable, (b) the Lessor shall be recognized as the owner of the Aircraft, (c) there shall be no disability under the Applicable Laws of the jurisdiction of re-registration at the date of re-registration to the practical exercise of the rights and remedies provided for in the Security Documents, this Lease or in any Financing Agreement to which the Lessee or the relevant Permitted Sublessee is at the time of re-registration a party in respect of the Aircraft or the Lien of the Security Documents, and the practical realization by the Lessor of the benefits of this Lease will be available under such Applicable Laws, (d) all filings, recordations, registrations and other actions necessary under the Applicable Laws of the jurisdiction in which the Aircraft is to be registered, in order to establish, protect and perfect the Lessor’s title to the Aircraft and its rights under this Lease, and the Loan Trustee’s and the Secured Parties’ rights and Liens under the Security Documents, shall have been made, and the Loan Trustee shall have a first priority Lien on the Aircraft and the Lease, (e) under the Applicable Laws of the jurisdiction in which the Aircraft is to be registered, the rights of the Lessor under this Lease and the rights and Liens of the Loan Trustee and the Secured Parties under the Security Documents shall be enforceable in the jurisdiction of re-registration, (f) in the opinion of the Lessor (acting reasonably), the standards in respect of airworthiness and maintenance applied in the state where the Aircraft is to be re-registered are no less stringent than those applied by the FAA; (g) such re-registration shall not result in any Tax for which the Lessee is not required to indemnify, (h) no Secured Party shall be required to qualify to do business in such jurisdiction as a result of such re-registration for which registration, (i) no Liens (other than Permitted Liens) shall arise as a result of such re-registration, (j) the Lessee does not then indemnify or cause to insurance required by Section 10 shall be indemnified such Person in a manner satisfactory in form full force and substance effect subsequent to such Person; re-registration, and (viiik) any export licenses such Permitted Sublessee) shall have executed and certificate of deregistration required in connection with any repossession or return of delivered a Subordination Agreement to the Aircraft will be readily obtainable in the normal course without material delay or material burden on the Owner Loan Trustee; provided further, it being agreed that the Lessee shall be responsible for the cost thereof; (ix) there is no tort liability of the owner or lessor of an aircraft not in possession thereof under the laws of such jurisdiction more onerous than under the laws of the United States or any state thereof (it being agreed that, in the event such opinion cannot be given in a form satisfactory provide to the Beneficiary, such Lessor and the Loan Trustee (1) an opinion shall be waived if insurance reasonably satisfactory of independent counsel to the Beneficiary is provided to cover such risk); (x) unless Lessee shall have agreed to provide insurance reasonably satisfactory acceptable to the Beneficiary covering Lessor and the risk of requisition of use of or title Loan Trustee addressed to the Aircraft by the government of such country (so long as the Aircraft is registered under the laws of such country), the laws of such country require fair compensation by the government of such country payable in currency freely convertible into Dollars and freely removable from such country (without license or permit, unless Lessee prior to such proposed re-registration has obtained such license or permit or such license or permit will be readily obtainable in the normal course without material delay or material burden on the Beneficiary) for the taking or requisition by such government of such use or title; (xi) the Beneficiary Lessor and the Owner Loan Trustee shall have received opinions in scope, form and substance reasonably satisfactory to them, of counsel, expert in the laws of such country, to the effect set forth in clauses (ii), b) through (iiih) and as to the enforceability of the Subordination Agreement referred to in clause (k) (with respect to it being understood that the obligations of the Lessee under the Lease), (v), (vii), (viii), (ixconditions set forth in such clauses shall be deemed satisfied if such opinion is provided) and (x2) evidence of this Section 5; (xii) such proposed change in registration is made insurance reasonably satisfactory to the Lessor and the Loan Trustee. All reasonable costs, expenses and fees of the Lessor or any Secured Party and all other charges in connection with a Sublease to a Permitted Sublessee domiciled in such country; and (xiii) Lessee shall deliver such request to Lessor and Beneficiary in writing at least 20 days in advance of the date of any such proposed change in registrationre-registration shall be paid by the Lessee.