Common use of Certain Matters Regarding Passenger Convenience Equipment Clause in Contracts

Certain Matters Regarding Passenger Convenience Equipment. Lessee may install on the Airframe, subject to the requirements of Section 8(c) above, Passenger Convenience Equipment that is (i) owned by another Person and leased to Lessee, (ii) sold to Lessee by another Person subject to a conditional sale contract or other retained security interest, (iii) leased to Lessee pursuant to a lease which is subject to a security interest in favor of another Person or (iv) installed on the Aircraft subject to a license granted to Lessee by another Person, and in any such case the Lessor and the Indenture Trustee will not acquire or claim, as against any such other Person, any right, title or interest in any such Passenger Convenience Equipment solely as a result of its installation on the Airframe. Lessee agrees that if any such Person repossesses (or Lessee removes, pursuant to return of the Aircraft to Lessor) such Passenger Convenience Equipment, Lessee will (or will cause such Person to) restore the Aircraft to the condition it would have been in had the installation of such Passenger Convenience Equipment not occurred (including the plugging of all places where such Equipment was installed, in a manner reasonably acceptable to the Owner Participant). At or prior to the return of the Aircraft in accordance with Section 5 hereof, Lessee shall either (i) remove all Passenger Convenience Equipment in accordance with Section 8(c) and 8(d) hereof, or (ii) transfer title to all such Passenger Convenience Equipment to Lessor, with the consent of the Owner Participant, free and clear of all Liens.

Certain Matters Regarding Passenger Convenience Equipment. Lessee Sublessee may install on the any Airframe, subject to the requirements of Section 8(c) above, Passenger Convenience Equipment that is (i) owned by another Person and leased to LesseeSublessee, (ii) sold to Lessee Sublessee by another Person subject to a conditional sale contract or other retained security interest, (iii) leased to Lessee Sublessee pursuant to a lease which is subject to a security interest in favor of another Person or (iv) installed on the Aircraft such Airframe subject to a license granted to Lessee Sublessee by another Person, and in any such case the Lessor and the Indenture Trustee Sublessor will not acquire or claim, as against any such other Person, any right, title or interest in any such Passenger Convenience Equipment solely as a result of its installation on the Airframesuch Airframe in accordance with this Sublease. Lessee Sublessee agrees that if any such Person repossesses (or Lessee Sublessee removes, pursuant to return of the relevant Aircraft to LessorSublessor) such Passenger Convenience Equipment, Lessee Sublessee will (or will cause such Person to) restore the such Aircraft to the condition it would have been in had the installation of such Passenger Convenience Equipment not occurred (including the plugging of all places where such Passenger Convenience Equipment was installed, in a manner reasonably acceptable to the Owner ParticipantSublessor). At or prior to the return of the such Aircraft in accordance with Section 5 hereof, Lessee Sublessee shall either (i) remove all Passenger Convenience Equipment in accordance with Section Sections 8(c) and 8(d) hereof, or (ii) with the consent of the Sublessor transfer title to all such Passenger Convenience Equipment to Head Lessor, with the consent of the Owner Participant, free and clear of all Liens. Section 9. Loss, Destruction, Requisition, etc. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to any Airframe or any Airframe, Engines and Propellers (and/or engines and/or propellers then installed thereon), Sublessee shall 21 (i) promptly (and in any event, within [*] after such occurrence) give Sublessor and Head Lessor written notice of such Event of Loss, and, (ii) make the payments specified in this clause (ii), in which event not later than [*], Sublessee shall pay or cause to be paid to Head Lessor in funds of the type specified in Section 3(c) hereof, an amount equal to the sum of the Agreed Value of the Aircraft on or immediately following the Loss Payment Date (the “Determination Date”) and all other amounts that then may be due with respect to such Item of Equipment under this Sublease or any of the other Sublease Operative Documents (including, without limitation, all accrued and unpaid Basic Rent due with respect to such Item of Equipment on such Determination Date and all Supplemental Rent then due with respect to such Item of Equipment). At such time as Head Lessor shall have received the amounts specified in clause (ii) above and all other amounts due under the Sublease Operative Documents with respect to such Item of Equipment, (1) the obligation of Sublessee to pay the installments of Basic Rent in respect of such Aircraft shall cease to accrue, (2) this Sublease in respect of such Aircraft shall terminate, (3) Sublessor will request that Head Lessor transfer to or at the direction of Sublessee, without recourse, representation or warranty (except as to the absence of Head Lessor Liens), all of Head Lessor’s right, title and interest in and to such Airframe, Engines and Propellers subject to such Event of Loss, and furnish to or at the direction of Sublessee a xxxx of sale to transfer “as is, where is, with all faults” all of Head Lessor’s right, title and interest therein without recourse, representation or warranty (except as to the absence of Head Lessor Liens) in form and substance reasonably satisfactory to Sublessee (or any Permitted Sublessee), evidencing such transfer and (4) Sublessee will be subrogated to all claims of Head Lessor and Sublessor, if any, against third parties, for damage to or loss of such Airframe, Engines and Propellers which were subject to such Event of Loss to the extent of the then insured value of the relevant Aircraft. (b) Event of Loss with Respect to any Engine, Propeller or Spare Engine. Upon the occurrence of an Event of Loss with respect to any Engine or Propeller under circumstances in which there has not occurred an Event of Loss with respect to any Airframe, or the occurrence of an Event of Loss with respect to any Spare Engine, Sublessee shall forthwith (and in any event, within [*] after such occurrence) give Head Lessor and Sublessor written notice thereof and shall, within [*], convey or cause to be conveyed to Head Lessor, as replacement for the Engine, Propeller or Spare Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine or Acceptable Alternate Propeller, as the case may be. Prior to or at the time of any such conveyance, Sublessee, at its own expense, will (i) furnish Head Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Head Lessor, with respect to such Acceptable Alternate Engine or Acceptable Alternate Propeller, as the case may be, which in the case of any such transfer of an engine to which the Cape Town Convention is applicable shall be in such form as will qualify as a “contract of sale” pursuant to Article V of the Protocol, (ii) cause a Sublease Supplement to be duly executed by Sublessee and cause such Sublease Supplement to be filed for recording pursuant to the applicable Laws, rules and regulations of the Cape Town Convention or any applicable jurisdiction (iii) furnish Sublessor and the Head Lessor with such evidence of compliance with the insurance provisions of Section 10 hereof with respect to such replacement engine or such replacement propeller as Sublessor may reasonably request and 22 Sublessor will request that Head Lessor transfer to or at the direction of Sublessee without recourse, representation or warranty (except as to absence of Head Lessor Liens) all of Head Lessor’s right, title and interest, if any, in and to (A) the Engine, Propeller or Spare Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Sublessee a xxxx of sale in form and substance reasonably satisfactory to Sublessee, evidencing such transfer, which in the case of any such transfer of an engine to which the Cape Town Convention is applicable shall be in such form as will qualify as a “contract of sale” pursuant to Article V of the Protocol, and (B) all claims, if any, against third parties, for damage to or loss of the Engine, Propeller or Spare Engine subject to such Event of Loss, and such Engine, Propeller or Spare Engine shall thereupon cease to be an Engine, Propeller or Spare Engine subleased hereunder. For all purposes hereof and of the other Sublease Operative Documents, each such replacement engine or replacement propeller shall, after such conveyance, be deemed part of the property Subleased hereunder, and shall be deemed an “Engine”. No Event of Loss with respect to an Engine, Propeller or Spare Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any suspension or reduction in Basic Rent. Notwithstanding the requirements of this Section 9(b), upon the occurrence of an Event of Loss with respect to any Spare Engine, Sublessee shall have the option, in lieu of replacing such Spare Engine with an Acceptable Alternate Engine pursuant to the requirements noted above, of making the payments noted below, in which event not later than [*], Sublessee shall pay or cause to be paid to Head Lessor in funds of the type specified in Section 3(c) hereof, an amount equal to the sum of the Agreed Value of the Spare Engine on or immediately following the Spare Engine Loss Payment Date (the “Spare Engine Determination Date”) and all other amounts that then may be due with respect to such Item of Equipment under this Sublease or any of the other Sublease Operative Documents (including, without limitation, all accrued and unpaid Basic Rent due with respect to such Item of Equipment on such Spare Engine Determination Date and all Supplemental Rent then due with respect to such Item of Equipment). At such time as Head Lessor shall have received the amounts specified in the preceding paragraph and all other amounts due under the Sublease Operative Documents with respect to such Item of Equipment, (1) the obligation of Sublessee to pay the installments of Basic Rent in respect of such Spare Engine shall cease to accrue, (2) this Sublease in respect of such Spare Engine shall terminate, (3) Sublessor will request Head Lessor to transfer to or at the direction of Sublessee, without recourse, representation or warranty (except as to the absence of Head Lessor Liens), all of Head Lessor’s right, title and interest in and to such Spare Engine subject to such Event of Loss, and furnish to or at the direction of Sublessee a xxxx of sale to transfer “as is, where is, with all faults” all of Head Lessor’s right, title and interest therein without recourse, representation or warranty (except as to the absence of Head Lessor Liens) in form and substance reasonably satisfactory to Sublessee (or any Permitted Sublessee), evidencing such transfer and (4) Sublessee will be subrogated to all claims of Head Lessor and Sublessor, if any, against third parties, for damage to or loss of such Spare Engine which was subject to such Event of Loss to the extent of the then insured value of the relevant Spare Engine. If an Event of Loss occurs with respect to any Airframe and any Engine which is part of the related Aircraft (a “Surviving Engine”) has not suffered an Event of Loss. Sublessor will, at the written request of Sublessee (but subject to any applicable rights of salvage and provided Sublessor 23 has received all amounts due under this Sublease) exercise all rights that it may have under the Head Lease to procure the transfer of the title to such Surviving Engine to Sublessee or its designee in each case free of all Headlessor Liens and Sublessor Liens, Sublessor shall deliver, or exercise all rights that it may have under the Head Lease to cause the Headlessor to deliver, to Sublessee all bills of sale or other documents reasonably required by Sublessee to evidence the passing of Sublessor’s rights and interest in and to the Surviving Engine as aforesaid. (c) Application of Payments from Governmental Authorities for Requisition of Title, etc. Any payments (other than insurance proceeds the application of which is provided for in Section 10) received at any time by Sublessor or by Sublessee from any governmental authority or other Person with respect to an Event of Loss will be applied as follows: (vi) if payments are received with respect to any Airframe (or any Airframe and any Engine or engines and any Propellers or propellers then installed thereon), after reimbursement of Sublessor, Head Lessor and the Owner Participant for reasonable costs and expenses, so much of such payments remaining as shall not exceed the Agreed Value in respect of such Aircraft required to be paid by Sublessee pursuant to Section 9(a), shall be applied in reduction of Sublessee’s obligation to pay Agreed Value in respect of such Aircraft, if not already paid by Sublessee, or, if already paid by Sublessee, shall be applied to reimburse Sublessee for its payment of Agreed Value in respect of such Aircraft, and following the foregoing application, the balance, if any, of such payments will be divided between Sublessor and Sublessee, to compensate Sublessor for its loss of its Sublessor’s residual interest in such Aircraft, and to compensate Sublessee for its loss of its leasehold interest in such Aircraft; and (vii) if such payments are received with respect to an Engine, Propeller or Spare Engine under circumstances contemplated by Section 9(b) hereof, so much of such payments remaining after reimbursement of Sublessor, Head Lessor and the Owner Participant for reasonable costs and expenses shall be paid over to, or retained by, Sublessee. (d) Requisition for Use of any Aircraft by the United States Government or the Government of Registry of such Aircraft. In the event of the requisition for use of any Airframe and the Engines (or Spare Engines) or engines and Propellers or propellers installed on such Airframe during the Term for such Airframe by the United States Government or any other government of registry of such Aircraft or any instrumentality or agency of any thereof which does not constitute an Event of Loss, Sublessee shall promptly notify Head Lessor and Sublessor of such requisition, and all of Sublessee’s obligations under this Sublease with respect to such Aircraft shall continue to the same extent as if such requisition had not occurred (except to the extent that any failure or delay in repairing or maintaining such Aircraft shall have been caused directly by such requisition). If, in the event of any such requisition, Sublessee shall fail to return such Aircraft at the end of the Term for such Aircraft, such failure shall not constitute an Event of Default. If, in the event of any such requisition, Sublessee shall fail to return such Aircraft on or before [*], such failure shall constitute an Event of Loss which shall be deemed to have occurred on the last day of the Term for such Aircraft and in such event Sublessee shall make the payment contemplated by Section 9(a)(i) in respect of such Event of Loss. All payments received by Sublessor or Sublessee from such government for the use of such Equipment during such Term shall be paid over to, or retained by, 24 Sublessee (or, if directed by Sublessee, any Permitted Sublessee); and all payments received by Sublessor or Sublessee from such government for the use of such Equipment after the end of such Term shall be paid over to, or retained by Sublessor or Head Lessor, as their interests may appear. (e) Requisition for Use of any Engine, Propeller or Spare Engine by the United States Government or the Government of Registry of any Aircraft. In the event of the requisition for use of an Engine, Propeller or Spare Engine by the United States Government or any other government of registry of the applicable Aircraft or any agency or instrumentality of any thereof (other than in the circumstances contemplated by paragraph (d)), Sublessee shall replace such Engine, Propeller or Spare Engine hereunder by complying (or causing any Permitted Sublessee to comply) with the terms of Section 9(b) to the same extent as if an Event of Loss had occurred with respect thereto, and, upon compliance with Section 9(b) hereof, any payments received by Sublessor or Sublessee from such government with respect to such requisition shall be paid over to, or retained by, Sublessee (or, if directed by Sublessee, Permitted Sublessee). (f) Application of Payments During Existence of Specified Default or Event of Default. Any amount referred to in this Section 9 which is payable to or retainable by Sublessee (or any Permitted Sublessee) shall not be paid to or retained by Sublessee (or such Permitted Sublessee) if at the time of such payment or retention a Specified Default or an Event of Default has occurred and is continuing, but shall be held by or paid over to Sublessor as security for the obligations of Sublessee (or such Permitted Sublessee) under this Sublease and, if an Event of Default has occurred and is continuing hereunder, applied against Sublessee’s obligations hereunder as and when due. At such time as there shall not be continuing any such Specified Default or Event of Default, such amount shall be paid to Sublessee (or such Permitted Sublessee) to the extent not previously applied in accordance with the preceding sentence.

Certain Matters Regarding Passenger Convenience Equipment. Lessee The Grantor may at any time and from time to time hereafter install on the any Airframe, subject to the requirements of Section 8(c2.02(c) above, Passenger Convenience Equipment that is (i) owned by another Person and leased to Lesseethe Grantor, (ii) sold to Lessee the Grantor by another Person subject to a conditional sale contract or other retained security interest, (iii) leased to Lessee the Grantor pursuant to a lease which is subject to a security interest in favor of another Person or (iv) installed on the Aircraft such Airframe subject to a license granted to Lessee the Grantor by another Person, and in any such case provided that (x) the Lessor and the Indenture Trustee Collateral Agent will not acquire or claim, as against any such other Person, any right, title or interest in any such Passenger Convenience Equipment solely as a result of its installation on such Airframe, (y) the Airframe. Lessee agrees that if any Grantor shall notify such Person repossesses of Collateral Agent's interest in such Airframe and (z) the Grantor shall procure that, upon the occurrence of any default under the applicable lease, conditional sales agreement, security agreement or Lessee removeslicense, pursuant such Person shall not be entitled to return of the Aircraft to Lessor) repossess such Passenger Convenience EquipmentEquipment unless it shall, Lessee will (or will cause in connection with such Person to) repossession, undertake to restore the Aircraft such Airframe to the condition it would have had been in had the installation of such Passenger Convenience Equipment not occurred (including occurred. Notwithstanding any of the plugging of all places where such Equipment was installed, in a manner reasonably acceptable foregoing to the Owner Participant). At or prior contrary, nothing contained in this Mortgage shall in any way limit the Collateral Agent's right to assert any Lien arising unto the return of Collateral Agent under the Aircraft in accordance with Section 5 hereof, Lessee shall either (i) remove all Passenger Convenience Equipment in accordance with Section 8(c) and 8(d) hereof, or (ii) transfer title to all such Passenger Convenience Equipment to Lessor, with the consent of the Owner Participant, free and clear of all LiensThirteenth Amendment Order.

Certain Matters Regarding Passenger Convenience Equipment. Lessee Sublessee may install on the any Airframe, subject to the requirements of Section 8(c) above, Passenger Convenience Equipment that is (i) owned by another Person and leased to LesseeSublessee, (ii) sold to Lessee Sublessee by another Person subject to a conditional sale contract or other retained security interest, (iii) leased to Lessee Sublessee pursuant to a lease which is subject to a security interest in favor of another Person or (iv) installed on the Aircraft such Airframe subject to a license granted to Lessee Sublessee by another Person, and in any such case the Lessor and the Indenture Trustee Sublessor will not acquire or claim, as against any such other Person, any right, title or interest in any such Passenger Convenience Equipment solely as a result of its installation on the Airframesuch Airframe in accordance with this Sublease. Lessee Sublessee agrees that if any such Person repossesses (or Lessee Sublessee removes, pursuant to return of the relevant Aircraft to LessorSublessor) such Passenger Convenience Equipment, Lessee Sublessee will (or will cause such Person to) restore the such Aircraft to the condition it would have been in had the installation of such Passenger Convenience Equipment not occurred (including the plugging of all places where such Passenger Convenience Equipment was installed, in a manner reasonably acceptable to the Owner ParticipantSublessor). At or prior to the return of the such Aircraft in accordance with Section 5 hereof, Lessee Sublessee shall either (i) remove all Passenger Convenience Equipment in accordance with Section Sections 8(c) and 8(d) hereof, or (ii) with the consent of the Sublessor transfer title to all such Passenger Convenience Equipment to Head Lessor, with the consent of the Owner Participant, free and clear of all Liens.