Common use of Disposition of Pool Assets Clause in Contracts

Disposition of Pool Assets. (a) Convey, sell, lease, transfer or otherwise dispose of (whether voluntarily or involuntarily (it being understood that loss of property due to theft, destruction, confiscation, prohibition on use or similar event shall constitute a disposal for purposes of this covenant)), or remove or substitute, any Pool Assets or take any action that could materially diminish the fair market value of the Pool Assets taken as a whole, or agree to do any of the foregoing at any future time, except that: (i) so long as no Default or Event of Default exists, the Borrower may replace an aircraft included in the Collateral with another aircraft of the Borrower (and Schedule 7.5 shall be modified to reflect such replacement), provided that (A) such replacement shall be made on a dollar-for-dollar basis based upon (x) in the case of the aircraft being removed, the Appraised Value of such aircraft (as determined by the most recently delivered Appraisal with respect to such aircraft), and (y) in the case of the aircraft being added to the Collateral, the Appraised Value of such aircraft (as determined by an Appraisal performed at the time of such replacement) and (B) prior to effecting the replacement, the Borrower shall have delivered a certificate of a Responsible Officer of the Borrower certifying compliance with this Section and attaching to such certificate all Appraisals not previously delivered to the Lenders; (ii) so long as no Default or Event of Default exists, or would result therefrom, the Borrower may remove any Airframe or Engine (as such terms are defined in the Aircraft Mortgage Agreement) from the Collateral (and Schedule 7.5 shall be modified to reflect such removal), provided that (A) either (I) after giving effect to such removal, the Appraised Value of the remaining Pool Assets (as determined by the most recently delivered Appraisal of all Pool Assets) shall satisfy the Coverage Test or (II) the Borrower shall prepay Loans in accordance with Section 3.2 and the Pari Passu Obligations to the extent necessary to comply with the Coverage Test (with any such prepayment of Loans being in an aggregate amount at least equal to the Allocable Prepayment Percentage of the aggregate amount of such prepayments so required) and (B) prior to effecting the removal, the Borrower shall have delivered a certificate of an Authorized Officer of the Borrower certifying that, and providing calculations demonstrating that, after giving effect to such removal, the Appraised Value of the Pool Assets shall satisfy the Coverage Test, and otherwise certifying compliance with this Section 7.5; (iii) in the event of an involuntary disposal of any Pool Assets (including, without limitation, in the case of an Airframe or Engine (as such terms are defined in the Aircraft Mortgage Agreement), an Event of Loss (as defined in the Aircraft Mortgage Agreement) for such Airframe or Engine) (whether by loss of property due to theft, destruction, confiscation, prohibition or use, any similar event or otherwise), the Borrower shall, unless the Borrower is entitled to exercise and exercises its right to remove any Airframe or Engine which is the subject of such involuntary disposal pursuant to Section 7.5(a)(ii), within 30 days after the date of such involuntary disposal (A) either (I) in the event that such Pool Assets subject to such involuntary disposal is an Airframe or Engine, cause to be subjected to the Lien of the Aircraft Mortgage Agreement a Replacement Airframe (together with the same number of Replacement Engines as the number of Engines, if any, installed on such Airframe at the time such involuntary disposal occurred) or Replacement Engine, all in accordance with the requirements of the Aircraft Mortgage Agreement, or (II) in the event that such Pool Asset subject to such involuntary disposal is Route Collateral, then cause to be subjected to the Lien of the Route Security Agreement a Replacement Route, such Replacement Route to be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life at least equal to such Route Collateral so replaced as of the date of such involuntary disposal or (B) reduce the aggregate outstanding principal amount of the Loans to an amount which shall equal or exceed the Allocable Prepayment Percentage of the Appraised Value of the Pool Asset subject to such involuntary disposal, in accordance with Section 3.2; and (iv) in the event that an Appraisal furnished pursuant to Section 6.2(f), Section 6.15(b) or Section 6.16(d) discloses that the Coverage Test is not satisfied, the Borrower shall within 30 days after the date of such Appraisal (A) designate additional assets as Pool Assets to the extent that, after giving effect to such designation, the Total Appraised Value based on the most recently delivered Appraisals with respect to assets already constituting Pool Assets and based on an Appraisal performed at the time of such addition with respect to assets being added to Pool Assets (and Schedule 7.5 shall be modified to reflect such addition), shall satisfy the Coverage Test, provided that (1) at the time of such addition, the Lenders shall have received a certificate of a Responsible Officer of the Borrower certifying that the conditions set forth in this Section shall have been satisfied after giving effect to such addition and attaching thereto any Appraisals not previously delivered to the Lenders and (2) the asset being added shall constitute a Pacific Route or a Stage III Aircraft or (B) reduce the aggregate outstanding principal amount of the Loans in accordance with Section 3.2 and reduce Pari Passu Commitments and/or prepay Pari Passu Obligations to the extent necessary to satisfy the Coverage Test. (b) Directly or indirectly create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of the Borrower to create, incur, assume or suffer to exist any Lien on any Pool Assets or any Supporting Route Facilities (other than (i) any encumbrances or restrictions imposed by any airport or airport authority on any Supporting Route Facilities arising out of the Borrower’s use of such Supporting Route Facilities and (ii) any encumbrances or restrictions on any Supporting Route Facilities outside the United States imposed by a Governmental Authority outside the United States so long as the Borrower is contesting the imposition of such encumbrances and restrictions in good faith by appropriate proceedings to the extent that such a contest is permitted and the Borrower is disputing the imposition of such encumbrances and restrictions). (c) Fail to cause the Collateral to include, with respect to each airframe included therein, a sufficient number of appropriate aircraft engines to operate such airframe as an aircraft.

Disposition of Pool Assets. (a) Convey, sell, lease, transfer or otherwise dispose of (or permit any Subsidiary to convey, sell, lease, transfer or otherwise dispose of), whether voluntarily or involuntarily (it being understood that loss of property due to theft, destruction, confiscation, prohibition on use or similar event shall constitute a disposal for purposes of this covenant)), or remove or substitute (or permit any Subsidiary to remove or substitute), any Pool Assets Asset (or take any action that could materially diminish the fair market value of engine included in the Pool Assets taken as a wholeunless such engine is replaced by another working engine or engines of comparable value, assuming half-time condition) or agree (or permit any Subsidiary to agree) to do any of the foregoing in respect of the Pool Assets at any future time, except that: (i) : so long as no Default or Event of Default exists, the Borrower or any of its Subsidiaries may replace a Pool Asset with an aircraft included in the Collateral with another aircraft Additional Pool Asset of the Borrower or any Subsidiary (and Schedule 7.5 6.05 shall be modified to reflect such replacement), provided that (Ax) such replacement shall be made on at least a dollar-for-dollar basis based upon (xA) in the case of the aircraft asset being removedremoved from the Pool Assets, the Appraised Value of such aircraft Pool Asset (as determined by the most recently delivered Appraisal Report with respect to such aircraft), Pool Asset) and (yB) in the case of the aircraft asset being added to the CollateralPool Assets, the Appraised Value of such aircraft asset (as determined by an Appraisal Report performed at (or relatively contemporaneously with) the time of such replacement) and (By) prior to effecting the replacement, the Borrower shall have delivered a certificate of a Responsible Officer of an Officer’s Certificate to the Borrower Administrative Agent certifying compliance with Section 6.01 and this Section 6.05 and attaching to such certificate all Appraisals not previously delivered to the Lenders; (ii) so long as no Default or Event of Default exists, or would result therefrom, the Borrower may remove any Airframe or Engine (as such terms are defined in the Aircraft Mortgage Agreement) from the Collateral (and Schedule 7.5 shall be modified to reflect such removal), provided that (A) either (I) after giving effect to such removal, the Appraised Value of the remaining Pool Assets (as determined by the most recently delivered Appraisal of all Pool Assets) shall satisfy the Coverage Test or (II) the Borrower shall prepay Loans in accordance with Section 3.2 and the Pari Passu Obligations to the extent necessary to comply with the Coverage Test (with any such prepayment of Loans being in an aggregate amount at least equal to the Allocable Prepayment Percentage of the aggregate amount of such prepayments so required) and (B) prior to effecting the removal, the Borrower shall have delivered a certificate of an Authorized Officer of the Borrower certifying that, and providing calculations demonstrating that, after giving effect to such removal, the Appraised Value of the Pool Assets shall satisfy the Coverage Test, and otherwise certifying compliance with this Section 7.5; (iii) in the event of an involuntary disposal of any Pool Assets (including, without limitation, in the case of an Airframe or Engine (as such terms are defined in the Aircraft Mortgage Agreement), an Event of Loss (as defined in the Aircraft Mortgage Agreement) for such Airframe or Engine) (whether by loss of property due to theft, destruction, confiscation, prohibition or use, any similar event or otherwise), the Borrower shall, unless the Borrower is entitled to exercise and exercises its right to remove any Airframe or Engine which is the subject of such involuntary disposal pursuant to Section 7.5(a)(ii), within 30 days after the date of such involuntary disposal (A) either (I) in the event that such Pool Assets subject to such involuntary disposal is an Airframe or Engine, cause to be subjected to the Lien of the Aircraft Mortgage Agreement a Replacement Airframe (together with the same number of Replacement Engines as the number of Engines, if any, installed on such Airframe at the time such involuntary disposal occurred) or Replacement Engine, all in accordance with the requirements of the Aircraft Mortgage Agreement, or (II) in the event that such Pool Asset subject to such involuntary disposal is Route Collateral, then cause to be subjected to the Lien of the Route Security Agreement a Replacement Route, such Replacement Route to be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life at least equal to such Route Collateral so replaced as of the date of such involuntary disposal or (B) reduce the aggregate outstanding principal amount of the Loans to an amount which shall equal or exceed the Allocable Prepayment Percentage of the Appraised Value of the Pool Asset subject to such involuntary disposal, in accordance with Section 3.2; and (iv) in the event that an Appraisal furnished pursuant to Section 6.2(f), Section 6.15(b) or Section 6.16(d) discloses that the Coverage Test is not satisfied, the Borrower shall within 30 days after the date of such Appraisal (A) designate additional assets as Pool Assets to the extent that, after giving effect to such designation, the Total Appraised Value based on the most recently delivered Appraisals with respect to assets already constituting Pool Assets and based on an Appraisal performed at the time of such addition with respect to assets being added to Pool Assets (and Schedule 7.5 shall be modified to reflect such addition), shall satisfy the Coverage Test, provided that (1) at the time of such addition, the Lenders shall have received a certificate of a Responsible Officer of the Borrower certifying that the conditions set forth in this Section shall have been satisfied after giving effect to such addition and attaching thereto any Appraisals not previously delivered to the Lenders and (2) the asset being added shall constitute a Pacific Route or a Stage III Aircraft or (B) reduce the aggregate outstanding principal amount of the Loans in accordance with Section 3.2 and reduce Pari Passu Commitments and/or prepay Pari Passu Obligations to the extent necessary to satisfy the Coverage Test. (b) Directly or indirectly create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of the Borrower to create, incur, assume or suffer to exist any Lien on any Pool Assets or any Supporting Route Facilities (other than (i) any encumbrances or restrictions imposed by any airport or airport authority on any Supporting Route Facilities arising out of the Borrower’s use of such Supporting Route Facilities and (ii) any encumbrances or restrictions on any Supporting Route Facilities outside the United States imposed by a Governmental Authority outside the United States so long as the Borrower is contesting the imposition of such encumbrances and restrictions in good faith by appropriate proceedings to the extent that such a contest is permitted and the Borrower is disputing the imposition of such encumbrances and restrictions). (c) Fail to cause the Collateral to include, with respect to each airframe included therein, a sufficient number of appropriate aircraft engines to operate such airframe as an aircraft.Report; and

Disposition of Pool Assets. (a) Convey, sell, lease, transfer or otherwise dispose of (whether voluntarily or involuntarily (it being understood that loss of property due to theft, destruction, confiscation, prohibition on use or similar event shall constitute a disposal for purposes of this covenant)), or remove or substitute, any Pool Assets or take any action that could materially diminish the fair market value of the Pool Assets taken as a whole, or agree to do any of the foregoing at any future time, except that: (i) so long as no Default or Event of Default exists, the Borrower may replace an aircraft included in the Collateral with another aircraft of the Borrower (and Schedule 7.5 shall be modified to reflect such replacement), provided that (A) such replacement shall be made on a dollar-for-dollar basis based upon (x) in the case of the aircraft being removed, the Appraised Value of such aircraft (as determined by the most recently delivered Appraisal with respect to such aircraft), and (y) in the case of the aircraft being added to the Collateral, the Appraised Value of such aircraft (as determined by an Appraisal performed at the time of such replacement) and (B) prior to effecting the replacement, the Borrower shall have delivered a certificate of a Responsible Officer of the Borrower certifying compliance with this Section and attaching to such certificate all Appraisals not previously delivered to the Lenders; (ii) so long as no Default or Event of Default exists, or would result therefrom, the Borrower may remove any Airframe or Engine (as such terms are defined in the Aircraft Mortgage Agreement) from the Collateral (and Schedule 7.5 shall be modified to reflect such removal), provided that (A) either (I) after giving effect to such removal, the Appraised Value of the remaining Pool Assets (as determined by the most recently delivered Appraisal of all Pool Assets) shall satisfy the Coverage Test or (II) the Borrower shall prepay Loans in accordance with Section 3.2 and the Pari Passu Obligations to the extent necessary to comply with the Coverage Test (with any such prepayment of Loans being in an aggregate amount at least equal to the Allocable Prepayment Percentage of the aggregate amount of such prepayments so required) and (B) prior to effecting the removal, the Borrower shall have delivered a certificate of an Authorized Officer of the Borrower certifying that, and providing calculations demonstrating that, after giving effect to such removal, the Appraised Value of the Pool Assets shall satisfy the Coverage Test, and otherwise certifying compliance with this Section 7.5; (iii) in the event of an involuntary disposal of any Pool Assets (including, without limitation, in the case of an Airframe or Engine (as such terms are defined in the Aircraft Mortgage Agreement), an Event of Loss (as defined in the Aircraft Mortgage Agreement) for such Airframe or Engine) (whether by loss of property due to theft, destruction, confiscation, prohibition or use, any similar event or otherwise)Assets, the Borrower shall, unless the Borrower is entitled to exercise and exercises its right to remove any Airframe or Engine which is the subject of such involuntary disposal pursuant to Section 7.5(a)(ii), within 30 days after the date of such involuntary disposal disposal, either (A) either (I) in the event that such Pool Assets subject to such involuntary disposal is an Airframe or Engine, cause to be subjected to the Lien of the Aircraft Mortgage Agreement a Replacement Airframe (together with the same number of Replacement Engines as the number of Engines, if any, installed on such Airframe at the time such involuntary disposal occurred) or Replacement Engine, all in accordance with the requirements of the Aircraft Mortgage Agreement, or (II) in the event that such Pool Asset subject to such involuntary disposal is Route Collateral, then cause to be subjected to the Lien of the Route Security Agreement a Replacement Route, such Replacement Route to be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life at least equal to such Route Collateral so replaced as of the date of such involuntary disposal or (B) reduce the aggregate outstanding principal amount of the Loans to an amount which shall equal or exceed the Allocable Prepayment Percentage of the Appraised Value of the Pool Asset subject to such involuntary disposal, in accordance with Section 3.2; and (ivii) in the event that an Appraisal furnished pursuant to Section 6.2(f), Section 6.15(b) or Section 6.16(d) discloses that the Coverage Test is not satisfied, the Borrower shall within 30 days after the date of such Appraisal (A) designate additional assets as Pool Assets to the extent that, after giving effect to such designation, the Total Appraised Value based on the most recently delivered Appraisals with respect to assets already constituting Pool Assets and based on an Appraisal performed at the time of such addition with respect to assets being added to Pool Assets (and Schedule 7.5 shall be modified to reflect such addition), shall satisfy the Coverage Test, provided that (1) at the time of such addition, the Lenders shall have received a certificate of a Responsible Officer of the Borrower certifying that the conditions set forth in this Section shall have been satisfied after giving effect to such addition and attaching thereto any Appraisals not previously delivered to the Lenders and (2) the asset being added shall constitute a Pacific Route or a Stage III Aircraft or (B) reduce the aggregate outstanding principal amount of the Loans in accordance with Section 3.2 [and reduce Pari Passu Commitments and/or prepay Pari Passu Obligations Obligations] to the extent necessary to satisfy the Coverage Test. (b) Directly or indirectly create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of the Borrower to create, incur, assume or suffer to exist any Lien on any Pool Assets or any Supporting Route Facilities (other than (i) any encumbrances or restrictions imposed by any airport or airport authority on any Supporting Route Facilities arising out of the Borrower’s use of such Supporting Route Facilities and (ii) any encumbrances or restrictions on any Supporting Route Facilities outside the United States imposed by a Governmental Authority outside the United States so long as the Borrower is contesting the imposition of such encumbrances and restrictions in good faith by appropriate proceedings to the extent that such a contest is permitted and the Borrower is disputing the imposition of such encumbrances and restrictions). (c) Fail to cause the Collateral to include, with respect to each airframe included therein, a sufficient number of appropriate aircraft engines to operate such airframe as an aircraft.

Disposition of Pool Assets. (a) Convey, sell, lease, transfer or otherwise dispose of (or permit any Subsidiary to convey, sell, lease, transfer or otherwise dispose of), whether voluntarily or involuntarily (it being understood that loss of property due to theft, destruction, confiscation, prohibition on use or similar event shall constitute a disposal for purposes of this covenant)), or remove or substitute (or permit any Subsidiary to remove or substitute), any Pool Assets Asset (or take any action that could materially diminish the fair market value of engine #10384414v15 included in the Pool Assets taken as a wholeunless such engine is replaced by another working engine or engines of comparable value, assuming half-time condition) or agree (or permit any Subsidiary to agree) to do any of the foregoing in respect of the Pool Assets at any future time, except that: (i) : so long as no Default or Event of Default exists, the Borrower or any of its Subsidiaries may replace a Pool Asset with an aircraft included in the Collateral with another aircraft Additional Pool Asset of the Borrower or any Subsidiary (and Schedule 7.5 6.05 shall be modified to reflect such replacement), provided that (Ax) such replacement shall be made on at least a dollar-for-dollar basis based upon (xA) in the case of the aircraft asset being removedremoved from the Pool Assets, the Appraised Value of such aircraft Pool Asset (as determined by the most recently delivered Appraisal Report with respect to such aircraft), Pool Asset) and (yB) in the case of the aircraft asset being added to the CollateralPool Assets, the Appraised Value of such aircraft asset (as determined by an Appraisal Report performed at (or relatively contemporaneously with) the time of such replacement) and (By) prior to effecting the replacement, the Borrower shall have delivered a certificate of a Responsible Officer of an Officer’s Certificate to the Borrower Administrative Agent certifying compliance with Section 6.01 and this Section 6.05 and attaching to such certificate all Appraisals not previously delivered to the Lenders; (ii) so long as no Default or Event of Default exists, or would result therefrom, the Borrower may remove any Airframe or Engine (as such terms are defined in the Aircraft Mortgage Agreement) from the Collateral (and Schedule 7.5 shall be modified to reflect such removal), provided that (A) either (I) after giving effect to such removal, the Appraised Value of the remaining Pool Assets (as determined by the most recently delivered Appraisal of all Pool Assets) shall satisfy the Coverage Test or (II) the Borrower shall prepay Loans in accordance with Section 3.2 and the Pari Passu Obligations to the extent necessary to comply with the Coverage Test (with any such prepayment of Loans being in an aggregate amount at least equal to the Allocable Prepayment Percentage of the aggregate amount of such prepayments so required) and (B) prior to effecting the removal, the Borrower shall have delivered a certificate of an Authorized Officer of the Borrower certifying that, and providing calculations demonstrating that, after giving effect to such removal, the Appraised Value of the Pool Assets shall satisfy the Coverage Test, and otherwise certifying compliance with this Section 7.5; (iii) in the event of an involuntary disposal of any Pool Assets (including, without limitation, in the case of an Airframe or Engine (as such terms are defined in the Aircraft Mortgage Agreement), an Event of Loss (as defined in the Aircraft Mortgage Agreement) for such Airframe or Engine) (whether by loss of property due to theft, destruction, confiscation, prohibition or use, any similar event or otherwise), the Borrower shall, unless the Borrower is entitled to exercise and exercises its right to remove any Airframe or Engine which is the subject of such involuntary disposal pursuant to Section 7.5(a)(ii), within 30 days after the date of such involuntary disposal (A) either (I) in the event that such Pool Assets subject to such involuntary disposal is an Airframe or Engine, cause to be subjected to the Lien of the Aircraft Mortgage Agreement a Replacement Airframe (together with the same number of Replacement Engines as the number of Engines, if any, installed on such Airframe at the time such involuntary disposal occurred) or Replacement Engine, all in accordance with the requirements of the Aircraft Mortgage Agreement, or (II) in the event that such Pool Asset subject to such involuntary disposal is Route Collateral, then cause to be subjected to the Lien of the Route Security Agreement a Replacement Route, such Replacement Route to be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life at least equal to such Route Collateral so replaced as of the date of such involuntary disposal or (B) reduce the aggregate outstanding principal amount of the Loans to an amount which shall equal or exceed the Allocable Prepayment Percentage of the Appraised Value of the Pool Asset subject to such involuntary disposal, in accordance with Section 3.2; and (iv) in the event that an Appraisal furnished pursuant to Section 6.2(f), Section 6.15(b) or Section 6.16(d) discloses that the Coverage Test is not satisfied, the Borrower shall within 30 days after the date of such Appraisal (A) designate additional assets as Pool Assets to the extent that, after giving effect to such designation, the Total Appraised Value based on the most recently delivered Appraisals with respect to assets already constituting Pool Assets and based on an Appraisal performed at the time of such addition with respect to assets being added to Pool Assets (and Schedule 7.5 shall be modified to reflect such addition), shall satisfy the Coverage Test, provided that (1) at the time of such addition, the Lenders shall have received a certificate of a Responsible Officer of the Borrower certifying that the conditions set forth in this Section shall have been satisfied after giving effect to such addition and attaching thereto any Appraisals not previously delivered to the Lenders and (2) the asset being added shall constitute a Pacific Route or a Stage III Aircraft or (B) reduce the aggregate outstanding principal amount of the Loans in accordance with Section 3.2 and reduce Pari Passu Commitments and/or prepay Pari Passu Obligations to the extent necessary to satisfy the Coverage Test. (b) Directly or indirectly create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of the Borrower to create, incur, assume or suffer to exist any Lien on any Pool Assets or any Supporting Route Facilities (other than (i) any encumbrances or restrictions imposed by any airport or airport authority on any Supporting Route Facilities arising out of the Borrower’s use of such Supporting Route Facilities and (ii) any encumbrances or restrictions on any Supporting Route Facilities outside the United States imposed by a Governmental Authority outside the United States so long as the Borrower is contesting the imposition of such encumbrances and restrictions in good faith by appropriate proceedings to the extent that such a contest is permitted and the Borrower is disputing the imposition of such encumbrances and restrictions). (c) Fail to cause the Collateral to include, with respect to each airframe included therein, a sufficient number of appropriate aircraft engines to operate such airframe as an aircraft.Report; and

Disposition of Pool Assets. (a) Convey, sell, lease, transfer or otherwise dispose of (whether voluntarily or involuntarily (it being understood that loss of property due to theft, destruction, confiscation, prohibition on use or similar event shall constitute a disposal for purposes of this covenant)), or remove or substitute, any Pool Assets or take any action that could materially diminish the fair market value of the Pool Assets taken as a whole, or agree to do any of the foregoing at any future time, except that: (i) so long as no Default or Event of Default exists, the Borrower may replace an aircraft included in the Collateral with another aircraft of the Borrower (and Schedule 7.5 shall be modified to reflect such replacement), provided that (A) such replacement shall be made on a dollar-for-dollar basis based upon (x) in the case of the aircraft being removed, the Appraised Value of such aircraft (as determined by the most recently delivered Appraisal with respect to such aircraft), and (y) in the case of the aircraft being added to the Collateral, the Appraised Value of such aircraft (as determined by an Appraisal performed at the time of such replacement) and (B) prior to effecting the replacement, the Borrower shall have delivered a certificate of a Responsible Officer of the Borrower certifying compliance with this Section and attaching to such certificate all Appraisals not previously delivered to the Lenders; (ii) so long as no Default or Event of Default exists, or would result therefrom, the Borrower may remove any Airframe or Engine (as such terms are defined in the Aircraft Mortgage Agreement) from the Collateral (and Schedule 7.5 shall be modified to reflect such removal), provided that (A) either (I) after giving effect to such removal, the Appraised Value of the remaining Pool Assets (as determined by the most recently delivered Appraisal of all Pool Assets) shall satisfy the Coverage Test or (II) the Borrower shall prepay Loans in accordance with Section 3.2 and the Pari Passu Obligations to the extent necessary to comply with the Coverage Test (with any such prepayment of Loans being in an aggregate amount at least equal to the Allocable Prepayment Percentage of the aggregate amount of such prepayments so required) and (B) prior to effecting the removal, the Borrower shall have delivered a certificate of an Authorized Officer of the Borrower certifying that, and providing calculations demonstrating that, after giving effect to such removal, the Appraised Value of the Pool Assets shall satisfy the Coverage Test, and otherwise certifying compliance with this Section 7.5; (iii) in the event of an involuntary disposal of any Pool Assets (including, without limitation, in the case of an Airframe or Engine (as such terms are defined in the Aircraft Mortgage Agreement), an Event of Loss (as defined in the Aircraft Mortgage Agreement) for such Airframe or Engine) (whether by loss of property due to theft, destruction, confiscation, prohibition or use, any similar event or otherwise)Assets, the Borrower shall, unless the Borrower is entitled to exercise and exercises its right to remove any Airframe or Engine which is the subject of such involuntary disposal pursuant to Section 7.5(a)(ii), within 30 days after the date of such involuntary disposal disposal, either (A) either (I) in the event that such Pool Assets subject to such involuntary disposal is an Airframe or Engine, cause to be subjected to the Lien of the Aircraft Mortgage Agreement a Replacement Airframe (together with the same number of Replacement Engines as the number of Engines, if any, installed on such Airframe at the time such involuntary disposal occurred) or Replacement Engine, all in accordance with the requirements of the Aircraft Mortgage Agreement, or (II) in the event that such Pool Asset subject to such involuntary disposal is Route Collateral, then cause to be subjected to the Lien of the Route Security Agreement a Replacement Route, such Replacement Route to be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life at least equal to such Route Collateral so replaced as of the date of such involuntary disposal or (B) reduce the aggregate outstanding principal amount of the Loans to by an amount which shall equal or exceed the Allocable Prepayment Percentage of the Appraised Value of the Pool Asset subject to such involuntary disposal, in accordance with Section 3.23.2(a); and (ivii) in the event that an Appraisal furnished pursuant to Section 6.2(f), Section 6.15(b) or Section 6.16(d) discloses that the Coverage Test is not satisfied, the Borrower shall within 30 days after the date of such Appraisal (A) designate additional assets as Pool Assets to the extent that, after giving effect to such designation, the Total Appraised Value based on the most recently delivered Appraisals with respect to assets already constituting Pool Assets and based on an Appraisal performed at the time of such addition with respect to assets being added to Pool Assets (and Schedule 7.5 shall be modified to reflect such addition), shall satisfy the Coverage Test, provided that (1) at the time of such addition, the Lenders shall have received a certificate of a Responsible Officer of the Borrower certifying that the conditions set forth in this Section shall have been satisfied after giving effect to such addition and attaching thereto any Appraisals not previously delivered to the Lenders and (2) the asset being added shall constitute a Pacific Route or a Stage III Aircraft or (B) reduce the aggregate outstanding principal amount of the Loans in accordance with Section 3.2 3.2(a) and reduce Pari Passu Commitments and/or prepay Pari Passu Obligations to the extent necessary to satisfy the Coverage Test. (b) Directly or indirectly create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of the Borrower to create, incur, assume or suffer to exist any Lien on any Pool Assets or any Supporting Route Facilities (other than (i) any encumbrances or restrictions imposed by any airport or airport authority on any Supporting Route Facilities arising out of the Borrower’s use of such Supporting Route Facilities and (ii) any encumbrances or restrictions on any Supporting Route Facilities outside the United States imposed by a Governmental Authority outside the United States so long as the Borrower is contesting the imposition of such encumbrances and restrictions in good faith by appropriate proceedings to the extent that such a contest is permitted and the Borrower is disputing the imposition of such encumbrances and restrictions). (c) Fail to cause the Collateral to include, with respect to each airframe included therein, a sufficient number of appropriate aircraft engines to operate such airframe as an aircraft.

Disposition of Pool Assets. (a) Convey, sell, lease, transfer or otherwise dispose of (or permit any Subsidiary to convey, sell, lease, transfer or otherwise dispose of), whether voluntarily or involuntarily (it being understood that loss of property due to theft, destruction, confiscation, prohibition on use or similar event shall constitute a disposal for purposes of this covenant)), #10384228v33 or remove or substitute (or permit any Subsidiary to remove or substitute), any Pool Assets Asset (or take any action that could materially diminish the fair market value of engine included in the Pool Assets taken as a wholeunless such engine is replaced by another working engine or engines of comparable value, assuming half-time condition) or agree (or permit any Subsidiary to agree) to do any of the foregoing in respect of the Pool Assets at any future time, except that: (ia) so long as no Default or Event of Default exists, the Borrower or any of its Subsidiaries may replace a Pool Asset with an aircraft included in the Collateral with another aircraft Additional Pool Asset of the Borrower or any Subsidiary (and Schedule 7.5 6.05 shall be modified to reflect such replacement), provided that (Ax) such replacement shall be made on at least a dollar-for-dollar basis based upon (xA) in the case of the aircraft asset being removedremoved from the Pool Assets, the Appraised Value of such aircraft Pool Asset (as determined by the most recently delivered Appraisal Report with respect to such aircraft), Pool Asset) and (yB) in the case of the aircraft asset being added to the CollateralPool Assets, the Appraised Value of such aircraft asset (as determined by an Appraisal Report performed at (or relatively contemporaneously with) the time of such replacement) and (By) prior to effecting the replacement, the Borrower shall have delivered a certificate of a Responsible Officer of an Officer’s Certificate to the Borrower Administrative Agent certifying compliance with Section 6.01 and this Section 6.05 and attaching to such certificate all Appraisals not previously delivered to the Lenders;an Appraisal Report; and (iib) so long as no Default or Event of Default exists, exists or would result therefrom, the Borrower or any of its Subsidiaries owning a Pool Asset may remove any Airframe or Engine (as such terms are defined in the Aircraft Mortgage Agreement) an asset from the Collateral Pool Assets (and Schedule 7.5 6.05 shall be modified to reflect such removal), provided that (A) either (Ix) after giving effect to such removal, the Appraised Value of the remaining Pool Assets (as determined by the most recently delivered an Appraisal Report of all Pool AssetsAssets performed at (or relatively contemporaneously with) the time of such removal) shall satisfy the Asset Coverage Test or (II) the Borrower shall prepay Loans in accordance with Section 3.2 and the Pari Passu Obligations to the extent necessary to comply with the Coverage Test (with any such prepayment of Loans being in an aggregate amount at least equal to the Allocable Prepayment Percentage of the aggregate amount of such prepayments so required) Test, and (By) prior to effecting the removal, the Borrower shall have delivered a certificate of an Authorized Officer of Officer’s Certificate to the Borrower Administrative Agent certifying that, and providing calculations demonstrating that, after giving effect to such removal, the Appraised Value of the Pool Assets shall satisfy the Asset Coverage Test, and otherwise certifying compliance with this Section 7.5; (iii) in the event 6.05 and attaching to such certificate Appraisal Report of an involuntary disposal of any all Pool Assets (including, without limitation, obtained in the case of an Airframe or Engine (as connection with such terms are defined in the Aircraft Mortgage Agreement), an Event of Loss (as defined in the Aircraft Mortgage Agreement) for such Airframe or Engine) (whether by loss of property due to theft, destruction, confiscation, prohibition or use, any similar event or otherwise), the Borrower shall, unless the Borrower is entitled to exercise and exercises its right to remove any Airframe or Engine which is the subject of such involuntary disposal pursuant to Section 7.5(a)(ii), within 30 days after the date of such involuntary disposal (A) either (I) in the event that such Pool Assets subject to such involuntary disposal is an Airframe or Engine, cause to be subjected to the Lien of the Aircraft Mortgage Agreement a Replacement Airframe (together with the same number of Replacement Engines as the number of Engines, if any, installed on such Airframe at the time such involuntary disposal occurred) or Replacement Engine, all in accordance with the requirements of the Aircraft Mortgage Agreement, or (II) in the event that such Pool Asset subject to such involuntary disposal is Route Collateral, then cause to be subjected to the Lien of the Route Security Agreement a Replacement Route, such Replacement Route to be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life at least equal to such Route Collateral so replaced as of the date of such involuntary disposal or (B) reduce the aggregate outstanding principal amount of the Loans to an amount which shall equal or exceed the Allocable Prepayment Percentage of the Appraised Value of the Pool Asset subject to such involuntary disposal, in accordance with Section 3.2; and (iv) in the event that an Appraisal furnished pursuant to Section 6.2(f), Section 6.15(b) or Section 6.16(d) discloses that the Coverage Test is not satisfied, the Borrower shall within 30 days after the date of such Appraisal (A) designate additional assets as Pool Assets to the extent that, after giving effect to such designation, the Total Appraised Value based on the most recently delivered Appraisals with respect to assets already constituting Pool Assets and based on an Appraisal performed at the time of such addition with respect to assets being added to Pool Assets (and Schedule 7.5 shall be modified to reflect such addition), shall satisfy the Coverage Test, provided that (1) at the time of such addition, the Lenders shall have received a certificate of a Responsible Officer of the Borrower certifying that the conditions set forth in this Section shall have been satisfied after giving effect to such addition and attaching thereto any Appraisals not previously delivered to the Lenders and (2) the asset being added shall constitute a Pacific Route or a Stage III Aircraft or (B) reduce the aggregate outstanding principal amount of the Loans in accordance with Section 3.2 and reduce Pari Passu Commitments and/or prepay Pari Passu Obligations to the extent necessary to satisfy the Coverage Testremoval. (b) Directly or indirectly create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of the Borrower to create, incur, assume or suffer to exist any Lien on any Pool Assets or any Supporting Route Facilities (other than (i) any encumbrances or restrictions imposed by any airport or airport authority on any Supporting Route Facilities arising out of the Borrower’s use of such Supporting Route Facilities and (ii) any encumbrances or restrictions on any Supporting Route Facilities outside the United States imposed by a Governmental Authority outside the United States so long as the Borrower is contesting the imposition of such encumbrances and restrictions in good faith by appropriate proceedings to the extent that such a contest is permitted and the Borrower is disputing the imposition of such encumbrances and restrictions). (c) Fail to cause the Collateral to include, with respect to each airframe included therein, a sufficient number of appropriate aircraft engines to operate such airframe as an aircraft.

Disposition of Pool Assets. (a) Convey, sell, lease, transfer or otherwise dispose of (or permit any Subsidiary to convey, sell, lease, transfer or otherwise dispose of), whether voluntarily or involuntarily (it being understood that loss of property due to theft, destruction, confiscation, prohibition on use or similar event shall constitute a disposal for purposes of this covenant)), or remove or substitute (or permit any Subsidiary to remove or substitute), any Pool Assets Asset (or take any action that could materially diminish the fair market value of engine included in the Pool Assets taken as a wholeunless such engine is replaced by another working engine or engines of comparable value, assuming half-time condition) or agree (or permit any Subsidiary to agree) to do any of the foregoing in respect of the Pool Assets at any future time, except that: (ia) so long as no Default or Event of Default exists, the Borrower or any of its Subsidiaries may replace a Pool Asset with an aircraft included in the Collateral with another aircraft Additional Pool Asset of the Borrower or any Subsidiary (and Schedule 7.5 6.05 shall be modified to reflect such replacement), provided that (Ax) such replacement shall be made on at least a dollar-for-dollar basis based upon (xA) in the case of the aircraft asset being removedremoved from the Pool Assets, the Appraised Value of such aircraft Pool Asset (as determined by the most recently delivered Appraisal Report with respect to such aircraft), Pool Asset) and (yB) in the case of the aircraft asset being added to the CollateralPool Assets, the Appraised Value of such aircraft asset (as determined by an Appraisal Report performed at (or relatively contemporaneously with) the time of such replacement) ), and (By) prior to effecting the replacement, the Borrower shall have delivered a certificate of a Responsible Officer of an Officer’s Certificate to the Borrower Administrative Agent certifying compliance with Section 6.01 and this Section 6.05 and attaching to such certificate all Appraisals not previously delivered to the Lenders; (ii) so long as no Default or Event of Default exists, or would result therefrom, the Borrower may remove any Airframe or Engine (as such terms are defined in the Aircraft Mortgage Agreement) from the Collateral (and Schedule 7.5 shall be modified to reflect such removal), provided that (A) either (I) after giving effect to such removal, the Appraised Value of the remaining Pool Assets (as determined Appraisal Report required by the most recently delivered Appraisal of all Pool Assets) shall satisfy the Coverage Test or (II) the Borrower shall prepay Loans in accordance with Section 3.2 and the Pari Passu Obligations to the extent necessary to comply with the Coverage Test (with any such prepayment of Loans being in an aggregate amount at least equal to the Allocable Prepayment Percentage of the aggregate amount of such prepayments so required) and (B) prior to effecting the removal, the Borrower shall have delivered a certificate of an Authorized Officer of the Borrower certifying that, and providing calculations demonstrating that, after giving effect to such removal, the Appraised Value of the Pool Assets shall satisfy the Coverage Test, and otherwise certifying compliance with this Section 7.5; (iii) in the event of an involuntary disposal of any Pool Assets (including, without limitation, in the case of an Airframe or Engine (as such terms are defined in the Aircraft Mortgage Agreement), an Event of Loss (as defined in the Aircraft Mortgage Agreement) for such Airframe or Engine) (whether by loss of property due to theft, destruction, confiscation, prohibition or use, any similar event or otherwise), the Borrower shall, unless the Borrower is entitled to exercise and exercises its right to remove any Airframe or Engine which is the subject of such involuntary disposal pursuant to Section 7.5(a)(ii), within 30 days after the date of such involuntary disposal (A) either (I) in the event that such Pool Assets subject to such involuntary disposal is an Airframe or Engine, cause to be subjected to the Lien of the Aircraft Mortgage Agreement a Replacement Airframe (together with the same number of Replacement Engines as the number of Engines, if any, installed on such Airframe at the time such involuntary disposal occurred) or Replacement Engine, all in accordance with the requirements of the Aircraft Mortgage Agreement, or (II) in the event that such Pool Asset subject to such involuntary disposal is Route Collateral, then cause to be subjected to the Lien of the Route Security Agreement a Replacement Route, such Replacement Route to be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life at least equal to such Route Collateral so replaced as of the date of such involuntary disposal or (B) reduce the aggregate outstanding principal amount of the Loans to an amount which shall equal or exceed the Allocable Prepayment Percentage of the Appraised Value of the Pool Asset subject to such involuntary disposal, in accordance with Section 3.25.09; and (iv) in the event that an Appraisal furnished pursuant to Section 6.2(f), Section 6.15(b) or Section 6.16(d) discloses that the Coverage Test is not satisfied, the Borrower shall within 30 days after the date of such Appraisal (A) designate additional assets as Pool Assets to the extent that, after giving effect to such designation, the Total Appraised Value based on the most recently delivered Appraisals with respect to assets already constituting Pool Assets and based on an Appraisal performed at the time of such addition with respect to assets being added to Pool Assets (and Schedule 7.5 shall be modified to reflect such addition), shall satisfy the Coverage Test, provided that (1) at the time of such addition, the Lenders shall have received a certificate of a Responsible Officer of the Borrower certifying that the conditions set forth in this Section shall have been satisfied after giving effect to such addition and attaching thereto any Appraisals not previously delivered to the Lenders and (2) the asset being added shall constitute a Pacific Route or a Stage III Aircraft or (B) reduce the aggregate outstanding principal amount of the Loans in accordance with Section 3.2 and reduce Pari Passu Commitments and/or prepay Pari Passu Obligations to the extent necessary to satisfy the Coverage Test. (b) Directly or indirectly create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of the Borrower to create, incur, assume or suffer to exist any Lien on any Pool Assets or any Supporting Route Facilities (other than (i) any encumbrances or restrictions imposed by any airport or airport authority on any Supporting Route Facilities arising out of the Borrower’s use of such Supporting Route Facilities and (ii) any encumbrances or restrictions on any Supporting Route Facilities outside the United States imposed by a Governmental Authority outside the United States so long as the Borrower is contesting the imposition of such encumbrances and restrictions in good faith by appropriate proceedings to the extent that such a contest is permitted and the Borrower is disputing the imposition of such encumbrances and restrictions). (c) Fail to cause the Collateral to include, with respect to each airframe included therein, a sufficient number of appropriate aircraft engines to operate such airframe as an aircraft.