Common use of Delivery of Appraisals Clause in Contracts

Delivery of Appraisals. The Borrower shall: (1) on a date within 60 days prior to (A) March 15 of each year, beginning in 2021, (B) solely with respect to any Pledged Aircraft, Pledged Engines, Pledged Spare Parts and Pledged Ground Support Equipment, September 15 of each year, beginning with the first such date occurring at least 90 days after any such Collateral is first added to the Collateral and (C) solely with respect to any Pledged Spare Parts and Pledged Ground Support Equipment, June 15 and December 15 of each year, beginning with the first such date occurring at least 90 days after any such Collateral is first added to the Collateral; (2) on the date upon which any Additional Collateral is pledged as Collateral, but only with respect to such Additional Collateral; (3) promptly (but in any event within 45 days) following a request by the Administrative Agent if an Event of Default has occurred and is continuing; and (4) promptly (but in any event within 45 days) following any Disposition or series of related Dispositions of Pledged Slots (other than any Disposition described in clause (d), (e)(ii), (e)(iv) or (f) of the definition of “Permitted Disposition”) comprising more than 15% of the aggregate Appraised Value of the Pledged Slots. deliver or cause to be delivered to the Administrative Agent one or more Appraisals establishing the Appraised Value of the Collateral; provided, however, that: (i) the Borrower shall be required to deliver or cause to be delivered only an Appraisal with respect to the (w) Pledged Slots (in the case of clause (4) above), (x) Pledged Aircraft, Pledged Engines, Pledged Spare Parts and Pledged Ground Support Equipment (in the case of clause 1(B) above), (y) Pledged Spare Parts and Pledged Ground Support Equipment (in the case of clause 1(C) above) or (z) the applicable Additional Collateral (in the case of clause (2) above); (ii) in connection with the pledging of any Additional Collateral, any Appraisal with respect to such Additional Collateral that is more than 90 days old as of the date on which such Additional Collateral is pledged hereunder shall not be deemed to satisfy the Appraisal requirement in clause (2) above; and (iii) if any new spare Engine is pledged as Collateral and such new spare Engine is of the same make and model as any spare Engine then currently included (or being replaced) in the Collateral (any such Engine make and model, an “Existing Engine Type”), an Appraisal with respect to such new spare Engine shall only be required under this Section 5.07 if the Borrower elects to provide such an Appraisal for purposes of determining the Appraised Value of such new spare Engine pursuant to clause (iii) of the proviso of the definition of “Appraised Value”. The Borrower may from time to time cause subsequent Appraisals to be delivered to the Administrative Agent if it believes that any affected item of Collateral has a higher Appraised Value than that reflected in the most recent Appraisals delivered pursuant to this Section 5.07.

Delivery of Appraisals. The (a) Prior to the Collateral Release Date, the Borrower shall: (1) on a date within 60 days prior to (A) March 15 January 31 of each year, beginning in 2021, 2025 and (B) solely with respect to any Pledged Aircraft, Pledged Engines, Pledged Spare Parts Parts, Pledged Slots and Pledged Ground Support EquipmentRoutes, September 15 July 31 of each year, beginning with the first such date occurring at least 90 days after any such Collateral is first added to the Collateral and (C) solely with respect to any Pledged Spare Parts and Pledged Ground Support Equipment, June 15 and December 15 of each year, beginning with the first such date occurring at least 90 days after any such Collateral is first added to the Collateralhereunder; (2) on the date upon which any Additional Collateral is pledged as Collateral, but only with respect to such Additional Collateral; (3) promptly (but in any event within 45 days) following a request by the Administrative Agent if an Event of Default has occurred and is continuing; and (4) if Slots are included in the Collateral, promptly (but in any event within 45 days) following any Disposition or series of related Dispositions of Pledged Slots (other than any Disposition described in clause (d), (e)(ii), (e)(iv) or (f) of the definition of “Permitted Disposition”) comprising more than 1525% of the aggregate Appraised Value of the Pledged Slots. ; deliver or cause to be delivered to the Administrative Agent one or more Appraisals establishing the Appraised Value of the Collateral; provided, however, that: (i) the Borrower shall be required to deliver or cause to be delivered only an Appraisal with respect to the (w) Pledged Slots (in the case of clause (4) above), (x) Pledged Aircraft, Pledged Engines, Pledged Spare Parts and Pledged Ground Support Equipment (in the case of clause 1(B) above), (y) Pledged Spare Parts and Pledged Ground Support Equipment (in the case of clause 1(C) above) or (z) the applicable Additional Collateral (in the case of clause (2) above); (ii) in connection with the pledging of any Additional Collateral, any Appraisal with respect to such Additional Collateral that is more than 90 days old as of the date on which such Additional Collateral is pledged hereunder shall not be deemed to satisfy the Appraisal requirement in clause (2) above; and (iii) if any new spare Engine is pledged as Collateral within 90 days after delivery from the manufacturer to Borrower and such new spare Engine is of the same make and model as any spare Engine then currently included (or being replaced) in the Collateral (any such Engine make and model, an “Existing Engine Type”), an Appraisal Appraisals with respect to such new spare Engine shall only be required under this Section 5.07 if the Borrower elects to provide such an Appraisal Appraisals for purposes of determining the Appraised Value of such new spare Engine pursuant to clause (iii) of the proviso of the definition of “Appraised Value”. ; and (ii) the value of any Collateral provided by Hawaiian may be determined by the most recent appraisal(s) delivered under Hawaiian’s revolving credit facility as in effect immediately prior to the closing of the Merger provided they are not more than 180 days old at the time the relevant Collateral is pledged hereunder; provided further, that (i) with respect to the Appraisals described in Section 5.07 above, so long as no Loans are outstanding, the Borrower shall not be required to deliver any such Appraisals; and (ii) no Appraisals shall be required under this Section 5.07 or otherwise with respect to Non-Core Fleet Equipment. (a) On and after the Collateral Release Date, (i) on a date within thirty (30) days prior to January 31 of each year, submit an Appraisal of the Pool Assets to the Administrative Agent (for distribution to the Lenders) as of a date which is no more than thirty (30) days prior to such delivery and (ii) concurrently with the designation of any assets as Additional Pool Assets hereunder, submit an Appraisal of such additional Pool Assets to the Administrative Agent (for distribution to the Lenders) as of a date which is no more than sixty (60) days prior to such designation. (b) The Borrower may from time to time cause subsequent Appraisals to be delivered to the Administrative Agent if it believes that any affected item of Collateral or Pool Asset, as applicable, has a higher Appraised Value than that reflected in the most recent Appraisals delivered pursuant to this Section 5.07.. 92

Delivery of Appraisals. The Borrower shall: (1) on a date within 60 days prior to (A) March May 15 of each year, beginning in 2021, 2021 and (B) solely with respect to any Pledged AircraftSlots, Pledged Aircraft and Pledged Engines, Pledged Spare Parts and Pledged Ground Support Equipment, September November 15 of each year, beginning with the first such date occurring at least 90 days after any such Collateral is first added to the Collateral and (C) solely an Appraisal with respect to any Pledged Spare Parts and Pledged Ground Support Equipment, June 15 and December 15 of each year, beginning with the first such date occurring at least 90 days after any such Collateral is first added has been delivered pursuant to the Collateral(2) below; (2) on the date upon which any Additional Collateral is pledged as Collateral, but only with respect to such Additional Collateral; (3) promptly (but in any event within 45 days) following a request by the Administrative Agent if an Event of Default has occurred and is continuing; and (4) promptly (but in any event within 45 days) following any Disposition or series of related Dispositions of Pledged Slots (other than any Disposition described in clause (d), (e)(i)(y), (e)(ii), (e)(iv) or (f) of the definition of “Permitted Disposition”) comprising more than 1510% of the aggregate Appraised Value of the Pledged Slots. ; deliver or cause to be delivered to the Administrative Agent one or more Appraisals (it being understood that three Appraisals shall be required with respect to any Pledged Aircraft or Pledged Engines, as contemplated by clause (i) of the definition of “Appraised Value”) establishing the Appraised Value of the Collateral; provided, however, that: (i) the Borrower shall be required to deliver or cause to be delivered only an Appraisal with respect to the (wx) Pledged Slots (in the case of clause (4) above), (x) Pledged Aircraft, Pledged Engines, Pledged Spare Parts and Pledged Ground Support Equipment (in the case of clause 1(B) above), or (y) Pledged Spare Parts and Pledged Ground Support Equipment (in the case of clause 1(C) above) or (z) the applicable Additional Collateral (in the case of clause (2) above); (ii) in connection with the pledging of any Eligible Aircraft or Eligible Engines as Additional Collateral, any Appraisal with respect to such Additional Collateral that is more than 90 180 days old as of the date on which such Additional Collateral is pledged hereunder shall not be deemed to satisfy the Appraisal requirement in clause (2) above; and (iii) if any new spare Engine is pledged as Collateral within 90 days after delivery from the manufacturer to Borrower and such new spare Engine is of the same make and model as any spare Engine then currently included (or being replaced) in the Collateral (any such Engine make and model, an “Existing Engine Type”), an Appraisal with respect to such new spare Engine shall only be required under this Section 5.07 if the Borrower elects to provide such an Appraisal for purposes of determining the Appraised Value of such new spare Engine pursuant to clause (iii) of the proviso of the definition of “Appraised Value”. The Borrower may from time to time cause subsequent Appraisals to be delivered to the Administrative Agent if it believes that any affected item of Collateral has a higher Appraised Value than that reflected in the most recent Appraisals delivered pursuant to this Section 5.07.

Delivery of Appraisals. The Borrower shall: (1) . on a date within 60 days prior to (A) March 15 of each year, beginning in 2021, (B) solely with respect to any Pledged Aircraft, Pledged Engines, Pledged Spare Parts and Pledged Ground Support Equipment, September 15 of each year, beginning with the first such date occurring at least 90 days after any such Collateral is first added to the Collateral and (C) solely with respect to any Pledged Spare Parts and Pledged Ground Support Equipment, June 15 and December 15 of each year, beginning with the first such date occurring at least 90 days after any such Collateral is first added to the Collateral; (2) . on the date upon which any Additional Collateral is pledged as Collateral, but only with respect to such Additional Collateral; (3) . promptly (but in any event within 45 days) following a request by the Administrative Agent if an Event of Default has occurred and is continuing; and (4) . promptly (but in any event within 45 days) following any Disposition or series of related Dispositions of Pledged Slots (other than any Disposition described in clause (d), (e)(ii), (e)(iv) or (f) of the definition of “Permitted Disposition”) comprising more than 15% of the aggregate Appraised Value of the Pledged Slots. deliver or cause to be delivered to the Administrative Agent one or more Appraisals establishing the Appraised Value of the Collateral; provided, however, that: (i) the Borrower shall be required to deliver or cause to be delivered only an Appraisal with respect to the (w) Pledged Slots (in the case of clause (4) above), (x) Pledged Aircraft, Pledged Engines, Pledged Spare Parts and Pledged Ground Support Equipment (in the case of clause 1(B) above), (y) Pledged Spare Parts and Pledged Ground Support Equipment (in the case of clause 1(C) above) or (z) the applicable Additional Collateral (in the case of clause (2) above); (ii) in connection with the pledging of any Additional Collateral, any Appraisal with respect to such Additional Collateral that is more than 90 days old as of the date on which such Additional Collateral is pledged hereunder shall not be deemed to satisfy the Appraisal requirement in clause (2) above; and (iii) if any new spare Engine is pledged as Collateral and such new spare Engine is of the same make and model as any spare Engine then currently included (or being replaced) in the Collateral (any such Engine make and model, an “Existing Engine Type”), an Appraisal with respect to such new spare Engine shall only be required under this Section 5.07 if the Borrower elects to provide such an Appraisal for purposes of determining the Appraised Value of such new spare Engine pursuant to clause (iii) of the proviso of the definition of “Appraised Value”. The Borrower may from time to time cause subsequent Appraisals to be delivered to the Administrative Agent if it believes that any affected item of Collateral has a higher Appraised Value than that reflected in the most recent Appraisals delivered pursuant to this Section 5.07.

Delivery of Appraisals. The Borrower shall: (1) on a date within 60 30 days prior to (A) March May 15 of each year, beginning in 2021, 2017 and (B) solely with respect to any Pledged Aircraft, Pledged Engines, Engines and Pledged Spare Parts and Pledged Ground Support EquipmentParts, September 15 of each year, beginning with the first such date occurring at least 90 days after any such Collateral is first added to the Collateral and (C) solely with respect to any Pledged Spare Parts and Pledged Ground Support Equipment, June 15 and December November 15 of each year, beginning with the first such date occurring at least 90 days after any such Collateral is first added to the Collateral; (2) on the date upon which any Additional Collateral is pledged as Collateral, but only with respect to such Additional Collateral; (3) promptly (but in any event within 45 days) following a request by the Administrative Agent if an Event of Default has occurred and is continuing; and (4) promptly (but in any event within 45 days) following any Disposition or series of related Dispositions of Pledged Slots (other than any Disposition described in clause (d), (e)(ii), (e)(iv) or (f) of the definition of “Permitted Disposition”) comprising more than 1525% of the aggregate Appraised Value of the Pledged Slots. ; deliver or cause to be delivered to the Administrative Agent one or more Appraisals establishing the Appraised Value of the Collateral; provided, however, that: (i) the Borrower shall be required to deliver or cause to be delivered only an Appraisal with respect to the (wx) Pledged Slots (in the case of clause (4) above), (xy) Pledged Aircraft, Pledged Engines, Engines and Pledged Spare Parts and Pledged Ground Support Equipment (in the case of clause 1(B) above), (y) Pledged Spare Parts and Pledged Ground Support Equipment (in the case of clause 1(C) above) or (z) the applicable Additional Collateral (in the case of clause (2) above); (ii) in connection with the pledging of any Eligible Aircraft, Eligible Engines or Eligible Spare Parts as Additional Collateral, any Appraisal with respect to such Additional Collateral that is more than 90 180 days old as of the date on which such Additional Collateral is pledged hereunder shall not be deemed to satisfy the Appraisal requirement in clause (2) above; and (iii) if any new spare Engine is pledged as Collateral within 90 days after delivery from the manufacturer to Borrower and such new spare Engine is of the same make and model as any spare Engine then currently included (or being replaced) in the Collateral (any such Engine make and model, an “Existing Engine Type”), an Appraisal with respect to such new spare Engine shall only be required under this Section 5.07 if the Borrower elects to provide such an Appraisal for purposes of determining the Appraised Value of such new spare Engine pursuant to clause (iii) of the proviso of the definition of “Appraised Value”. The Borrower may from time to time cause subsequent Appraisals to be delivered to the Administrative Agent if it believes that any affected item of Collateral has a higher Appraised Value than that reflected in the most recent Appraisals delivered pursuant to this Section 5.07.

Delivery of Appraisals. The Borrower shall: (1) on a date within 60 days prior to (A) March May 15 of each year, beginning in 2021, 2023 and (B) solely with respect to any Pledged Aircraft, Aircraft and Pledged Engines, Pledged Spare Parts and Pledged Ground Support Equipment, September November 15 of each year, beginning with the first such date occurring at least 90 days after any such Collateral is first added to the Collateral hereunder; (2) on a date within 60 days prior to February 15, August 15 and (C) November 15 of each year, solely with respect to any Pledged Spare Parts and Pledged Ground Support Equipment, June 15 and December 15 of each yearParts, beginning with the first such date occurring at least 90 days after any such Collateral is first added to the CollateralCollateral hereunder; (23) on the date upon which any Additional Collateral is pledged as Collateral, but only with respect to such Additional Collateral; (34) promptly (but in any event within 45 days) following a request by the Administrative Agent if an Event of Default has occurred and is continuing; and (45) if Slots are included in the Collateral, promptly (but in any event within 45 days) following any Disposition or series of related Dispositions of Pledged Slots (other than any Disposition described in clause (d), (e)(ii), (e)(iv) or (f) of the definition of “Permitted Disposition”) comprising more than 1525% of the aggregate Appraised Value of the Pledged Slots. ; deliver or cause to be delivered to the Administrative Agent (x) in the case of Aircraft or Engines, an Appraisal from two Aircraft Appraisers and (y) in the case of any other Collateral, one or more Appraisals establishing the Appraised Value of the Collateral; provided, however, that: (i) the Borrower shall be required to deliver or cause to be delivered only an Appraisal or Appraisals, as the case may be, with respect to the (wx) Pledged Slots (in the case of clause (4) above), (xy) Pledged Aircraft, Pledged Engines, Engines and Pledged Spare Parts and Pledged Ground Support Equipment (in the case of clause 1(B) above), (y) Pledged Spare Parts and Pledged Ground Support Equipment (in the case of clause 1(C) 1 above) or (z) the applicable Additional Collateral (in the case of clause (23) above); (ii) in connection with the pledging of any Additional Collateral, any Appraisal with respect to such Additional Collateral that is more than 90 days old as of the date on which such Additional Collateral is pledged hereunder shall not be deemed to satisfy the Appraisal requirement in clause (2) above; and (iii) if any new spare Engine is pledged as Collateral within 90 days after delivery from the manufacturer to Borrower and such new spare Engine is of the same make and model as any spare Engine then currently included (or being replaced) in the Collateral (any such Engine make and model, an “Existing Engine Type”), an Appraisal Appraisals with respect to such new spare Engine shall only be required under this Section 5.07 if the Borrower elects to provide such an Appraisal Appraisals for purposes of determining the Appraised Value of such new spare Engine pursuant to clause (iii) of the proviso of the definition of “Appraised Value”; and (iii) in connection with the initial pledge of the Other Spare Parts as Collateral, in lieu of an Appraisal pursuant to clause (3) above, the Borrower may provide the most recent appraisal of the Other Spare Parts under the Other Facility, so long as such appraisal is no more than 180 days old at the time the Other Spare Parts are included in the Collateral; provided further, that (i) with respect to the Appraisals described in Section 5.07 above, so long as no Loans or Letters of Credit are outstanding, the Borrower shall not be required to deliver any such Appraisals; (ii) no Appraisals shall be required under this Section 5.07 or otherwise with respect to Non-Core Fleet Equipment; and (iii) in connection with the making of any Loan or the issuance of any Letter of Credit where no Loans or Letters of Credit are previously outstanding, the Borrower may deliver an Appraisal pursuant to Section 4.02(f) in lieu of any quarterly Appraisal for Pledged Spare Parts under this Section 5.07(2) and, in such case, the Collateral Coverage Ratio for purposes of Section 4.02(c) shall be determined by reference to such Appraisal. The Borrower may from time to time cause subsequent Appraisals to be delivered to the Administrative Agent if it believes that any affected item of Collateral has a higher Appraised Value than that reflected in the most recent Appraisals delivered pursuant to this Section 5.07.

Delivery of Appraisals. The Borrower shall: (1) on a date within 60 3060 days prior to (A) March May 15 of each year, beginning in 2021, 2017 and (B) solely with respect to any Pledged Aircraft, Pledged Engines, Engines and Pledged Spare Parts and Pledged Ground Support EquipmentParts, September 15 of each year, beginning with the first such date occurring at least 90 days after any such Collateral is first added to the Collateral and (C) solely with respect to any Pledged Spare Parts and Pledged Ground Support Equipment, June 15 and December November 15 of each year, beginning with the first such date occurring at least 90 days after any such Collateral is first added to the Collateral; (2) on the date upon which any Additional Collateral is pledged as Collateral, but only with respect to such Additional Collateral; (3) promptly (but in any event within 45 days) following a request by the Administrative Agent if an Event of Default has occurred and is continuing; andand #4835-7899-9450v13 #4834-7509-9972 (4) promptly (but in any event within 45 days) following any Disposition or series of related Dispositions of Pledged Slots (other than any Disposition described in clause (d), (e)(ii), (e)(iv) or (f) of the definition of “Permitted Disposition”) comprising more than 1525% of the aggregate Appraised Value of the Pledged Slots. ; deliver or cause to be delivered to the Administrative Agent one or more Appraisals establishing the Appraised Value of the Collateral; provided, however, that: (i) the Borrower shall be required to deliver or cause to be delivered only an Appraisal with respect to the (wx) Pledged Slots (in the case of clause (4) above), (xy) Pledged Aircraft, Pledged Engines, Engines and Pledged Spare Parts and Pledged Ground Support Equipment (in the case of clause 1(B) above), (y) Pledged Spare Parts and Pledged Ground Support Equipment (in the case of clause 1(C) above) or (z) the applicable Additional Collateral (in the case of clause (2) above); (ii) in connection with the pledging of any Eligible Aircraft, Eligible Engines or Eligible Spare Parts as Additional Collateral, any Appraisal with respect to such Additional Collateral that is more than 90 180 days old as of the date on which such Additional Collateral is pledged hereunder shall not be deemed to satisfy the Appraisal requirement in clause (2) above; and (iii) if any new spare Engine is pledged as Collateral within 90 days after delivery from the manufacturer to Borrower and such new spare Engine is of the same make and model as any spare Engine then currently included (or being replaced) in the Collateral (any such Engine make and model, an “Existing Engine Type”), an Appraisal with respect to such new spare Engine shall only be required under this Section 5.07 if the Borrower elects to provide such an Appraisal for purposes of determining the Appraised Value of such new spare Engine pursuant to clause (iii) of the proviso of the definition of “Appraised Value”. The Borrower may from time to time cause subsequent Appraisals to be delivered to the Administrative Agent if it believes that any affected item of Collateral has a higher Appraised Value than that reflected in the most recent Appraisals delivered pursuant to this Section 5.07.

Delivery of Appraisals. The Borrower Co-Borrowers shall: (1) on a date within 60 30 days prior to (A) March 15 April 1 of each year, beginning in 2021, (B) solely with respect to any Pledged Aircraft, Pledged Engines, Pledged Spare Parts and Pledged Ground Support Equipment, September 15 of each year, beginning with the first such date occurring at least 90 days after any such Collateral is first added to the Collateral and (C) solely with respect to any Pledged Spare Parts and Pledged Ground Support Equipment, June 15 and December 15 of each year, beginning with the first such date occurring at least 90 days after any such Collateral is first added to the Collateral2014; (2) on the date upon which any Additional Collateral is pledged as CollateralCollateral to the Administrative Agent to secure the Obligations and the Junior Secured Debt, but only with respect to such Additional Collateral; (3) promptly (but in any event within 45 days) following a request by the Administrative Agent if an Event of Default has occurred and is continuing; and (4) promptly (but in any event within 45 days) following any Disposition or series of related Dispositions of Pledged Slots at Newark Liberty International Airport (other than any Disposition described in clause (d), (e)(ii), (e)(iv) or (f) of the definition of “Permitted Disposition”) comprising more than 1525% of the aggregate Appraised Value of the Pledged Slots. ; deliver or cause to be delivered to the Administrative Agent one or more Appraisals establishing the Appraised Value of the Collateral; provided, however, that: (i) the Borrower shall be required to deliver or cause to be delivered that only an Appraisal with respect to the Additional Collateral (win the case of clause (2) above) or with respect to the Pledged Slots at Newark Liberty International Airport (in the case of clause (4) above), (x) Pledged Aircraftas the case may be, Pledged Enginesshall be required to be delivered. In addition to the requirements set forth in this Section 5.07, Pledged Spare Parts and Pledged Ground Support Equipment (if at any time the Administrative Agent in its reasonable good faith business judgment believes that any material assumption contained in any Appraisal fails to be correct, except if such failure would not reasonably be expected to result in the case Collateral Coverage Ratio being less than 1.67 to 1.0, it may request the delivery of clause 1(B) above), (y) Pledged Spare Parts and Pledged Ground Support Equipment (in the case of clause 1(C) above) or (z) the applicable Additional Collateral (in the case of clause (2) above); (ii) in connection with the pledging of any Additional Collateral, any an updated Appraisal with respect to such Additional Collateral the affected Collateral, and the Co-Borrowers and Guarantors shall cooperate with the applicable Appraiser(s) to ensure that is more than 90 days old as of the date on which such Additional Collateral is pledged hereunder shall not be deemed to satisfy Administrative Agent receives the Appraisal requirement in clause (2) above; and (iii) if any new spare Engine is pledged as Collateral and such new spare Engine is of the same make and model as any spare Engine then currently included (or being replaced) in the Collateral (any such Engine make and model, an “Existing Engine Type”), an Appraisal with respect to such new spare Engine shall only be required under this Section 5.07 if the Borrower elects to provide such an Appraisal for purposes of determining the Appraised Value of such new spare Engine pursuant to clause (iii) of the proviso of the definition of “Appraised Value”same. The Borrower Co-Borrowers may from time to time cause subsequent Appraisals to be delivered to the Administrative Agent if it believes that any affected item of Collateral has a higher Appraised Value than that reflected in the most recent Appraisals delivered pursuant to this Section 5.07.