Common use of Event of Loss with Respect to an Engine or Spare Engine Clause in Contracts

Event of Loss with Respect to an Engine or Spare Engine. If an Event of Loss occurs (or an event or circumstance which, with the passage of time, would constitute an Event of Loss) with respect to an Engine or a Spare Engine under circumstances in which there has not occurred an Event of Loss with respect to the related Airframe (if any), Grantors shall promptly (and in any event within 10 days after the occurrence of such Event of Loss) notify the Collateral Agent thereof and, to the extent required by Section 2.12(a) of the First Lien Credit Agreement (or, after the First Priority Obligations Payment Date, Section 2.10(a) of the Credit Agreement) (all calculations under Section 6.06 of the First Lien Credit Agreement (or, after the First Priority Obligations Payment Date, Section 6.06 of the Credit Agreement) to be performed after giving effect to such Event of Loss and otherwise in accordance with the Credit Agreement), deposit within 3 Business Days of receipt all Net Cash Proceeds thereof, if any, received by a Grantor (and not paid directly by an insurer to the Administrative Agent pursuant to a loss payee clause as provided in Section 2.03 hereof or to the First Lien Administrative Agent as provided in Section 2.03 of the First Lien Aircraft Mortgage) into an account that is maintained with the First Lien Administrative Agent pursuant to Section 2.12(a) of the First Lien Credit Agreement (or after the First Priority Obligations Payment Date, the Administrative Agent pursuant to Section 2.10(a) of the Credit Agreement) and subject to a Full Control Agreement. The applicable Grantor may use Net Cash Proceeds held by the Administrative Agent (including Net Cash Proceeds in the form of insurance proceeds paid directly by an insurer to the Administrative Agent as aforesaid) to, as soon as reasonably possible, replace the Engine or Spare Engine which suffered such Event of Loss in accordance with this Section 3.01(b), but subject to the provisions of Section 2.12(a) and any other applicable provisions of the First Lien Credit Agreement (or, after the First Priority Obligations Payment Date, Section 2.10(a) and any other applicable provisions of the Credit Agreement). Upon application of such Net Cash Proceeds, the applicable Grantor shall substitute an engine (that is reasonably satisfactory to the Appraisers), free and clear of all Liens (other than Permitted Encumbrances) and cause such engine to be subject to the Lien of this Mortgage. Each Grantor’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at Grantors’ sole cost and expense and the Collateral Agent agrees to make reasonable efforts to cooperate with Grantors to the extent reasonably necessary to enable it to timely satisfy such conditions: (i) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of each shall be delivered to the Collateral Agent: (A) a Mortgage Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to Title 49 or such other applicable law of the jurisdiction other than the United States in which the aircraft of which such Replacement Engine is a part is registered in accordance with Section 2.01(a)(3), as the case may be; (B) an Officer’s Certificate of a Responsible Officer of such Grantor stating (i) that the Replacement Engine is of at least equal fair market value and utility (without regard to hours and cycles) as the Engine it replaces assuming such Engine had been maintained in the condition required hereunder and (ii) each of the conditions specified in this paragraph (b) with respect to such Replacement Engine, and any comparable provisions of any Permitted Lease to which such Engine is subject, have been satisfied; (C) UCC financing statements covering the security interests created by this Mortgage (and any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such aircraft may be registered or in the International Registry) as are deemed necessary or, by reference to prudent industry practice, desirable by counsel to the Collateral Agent to protect the security interests of the Collateral Agent in the Replacement Engine; (D) a certificate, reasonably satisfactory to the Collateral Agent, in form and substance, of either (such selections to be at such Grantor’s option) an aircraft engineer (who may be a regular employee of a Grantor) or qualified independent aircraft appraiser certifying, with respect to such Replacement Engine, to the effect specified in Section 3.01(b)(i)(B) hereof;

Event of Loss with Respect to an Engine or Spare Engine. If Upon the occurrence of an Event of Loss occurs (or an event or circumstance which, with the passage of time, would constitute an Event of Loss) with respect to an Engine, Spare Engine or a Spare Engine Part under circumstances in which there has not occurred an Event of Loss with respect to the related Airframe (if any), Grantors the Grantor shall promptly forthwith (and in any event, within ten days after such occurrence) give the Collateral Agent written notice thereof and prepay an aggregate principal amount of the Loans in accordance with Section 2.13(e) of the Credit Agreement in an amount equal to 100% of the net cash proceeds of any insurance claim, indemnity payments or other amounts received in respect thereof immediately upon receipt of such amounts, provided, that, in the case of an Event of Loss with respect to an Engine, prior to the occurrence of an Event of Default, or an event which upon notice or lapse of time or both would constitute an Event of Default, the Grantor may, within 10 30 days after the occurrence of such Event of Loss) notify the Collateral Agent thereof and, determine to the extent required by Section 2.12(a) of the First Lien Credit Agreement (orapply such net cash proceeds to replace such Engine, after the First Priority Obligations Payment Date, Section 2.10(a) of the Credit Agreement) (all calculations under Section 6.06 of the First Lien Credit Agreement (or, after the First Priority Obligations Payment Date, Section 6.06 of the Credit Agreement) to be performed after giving effect to such Event of Loss and otherwise in accordance with the Credit Agreement), deposit within 3 Business Days of receipt all Net Cash Proceeds thereof, if any, received by a Grantor (and not paid directly by an insurer to the Administrative Agent pursuant to a loss payee clause as provided in Section 2.03 hereof or to the First Lien Administrative Agent as provided in Section 2.03 of the First Lien Aircraft Mortgage) into an account that is maintained with the First Lien Administrative Agent pursuant to Section 2.12(a) of the First Lien Credit Agreement (or after the First Priority Obligations Payment Date, the Administrative Agent pursuant to Section 2.10(a) of the Credit Agreement) and subject to a Full Control Agreement. The applicable Grantor may use Net Cash Proceeds held by the Administrative Agent (including Net Cash Proceeds in the form of insurance proceeds paid directly by an insurer to the Administrative Agent as aforesaid) tothat, as soon as reasonably possible, replace commercially reasonable and in any event within 120 days after the Engine or Spare Engine which suffered occurrence of such Event of Loss in accordance with this Section 3.01(b)Loss, but subject to the provisions of Section 2.12(aGrantor has so applied such net cash proceeds (or has entered into a binding contractual arrangement for such application) and any other applicable provisions of the First Lien Credit Agreement (or, after the First Priority Obligations Payment Date, Section 2.10(a) and any other applicable provisions of the Credit Agreement). Upon application of immediately upon such Net Cash Proceedsapplication, the applicable Grantor shall substitute substitutes an engine (that is reasonably satisfactory to the Appraisers)Appraisers referred to in the Credit Agreement) or spare part, as applicable, free and clear of all Liens (other than Permitted Encumbrances) and cause causes such engine to be subject subjected to the Lien of this Mortgage. Each Any insurance proceeds, indemnity payments or other amounts received during the aforementioned periods shall be held in escrow by the Collateral Agent, and in the event that the Grantor elects to replace the applicable Engine in accordance with the terms hereof, shall be released to the Grantor or its designee upon such replacement. The Grantor’s 's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at Grantors’ the Grantor's sole cost and expense and the Collateral Agent agrees to make reasonable efforts to cooperate with Grantors the Grantor to the extent reasonably necessary to enable it to timely satisfy such conditions: (i) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of each shall be delivered to the Collateral Agent: (A) a Mortgage Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to Title 49 or such other applicable law of the jurisdiction other than the United States in which the aircraft of which such Replacement Engine is a part is registered in accordance with Section 2.01(a)(3), as the case may be;; and (B) an Officer’s Certificate of a Responsible Officer of such Grantor stating (i) that the Replacement Engine is of at least equal fair market value and utility (without regard to hours and cycles) as the Engine it replaces assuming such Engine had been maintained in the condition required hereunder and (ii) each of the conditions specified in this paragraph (b) with respect to such Replacement Engine, and any comparable provisions of any Permitted Lease to which such Engine is subject, have been satisfied; (C) UCC financing statements covering the security interests created by this Mortgage (and any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such aircraft may be registered or in the International Registryregistered) as are deemed necessary or, by reference to prudent industry practice, or desirable by counsel to the for a Collateral Agent to protect the security interests of the Collateral Agent in the Replacement Engine; and (Dii) a certificate, The Grantor shall have satisfied any additional conditions to replacement as shall reasonably satisfactory to be specified by the Collateral Agent, acting reasonably (including, without limitation, the delivery of a satisfactory appraisal in form relation to any Replacement Engine), at the Grantor's sole cost and substanceexpense. For all purposes hereof, of either (each such selections Replacement Engine shall be deemed to be at subjected to the Lien of this Mortgage and shall be deemed an "Engine" and the Lien of this Mortgage shall still cover such Grantor’s option) replaced Engine. Any Replacement Engine which substitutes for an aircraft engineer (who may be a regular employee of a Grantor) or qualified independent aircraft appraiser certifying, with respect engine which prior to such substitution constituted Tranche C Priority Collateral shall constitute Tranche C Priority Collateral. Any Replacement Engine, Engine which substitutes for an engine which prior to the effect specified in Section 3.01(b)(i)(B) hereof;such substitution constituted Tranche A and B Priority Collateral shall constitute Tranche A and B Priority Collateral.

Event of Loss with Respect to an Engine or Spare Engine. If an Event of Loss occurs (or an event or circumstance which, with the passage of time, would constitute an Event of LossLoss occurs) with respect to an Engine or a Spare Engine under circumstances in which there has not occurred an Event of Loss or such other event or circumstance, as the case may be, with respect to the related Airframe (if any), Grantors shall promptly (and in any event within 10 days after the occurrence of such Event of LossLoss or such other event or circumstance, as the case may be) notify the Collateral Administrative Agent thereof and, to the extent required by Section 2.12(a) of the First Lien Credit Agreement (or, after the First Priority Obligations Payment Date, Section 2.10(a) of the Credit Agreement) (all calculations under Section 6.06 of the First Lien Credit Agreement (or, after the First Priority Obligations Payment Date, Section 6.06 of the Credit Agreement) to be performed after giving effect to such Event of Loss and otherwise in accordance with the Credit Agreement), deposit within 3 Business Days of receipt all Net Cash Proceeds thereof, if any, received by a Grantor (and not paid directly by an insurer to the Administrative Agent pursuant to a loss payee clause as provided in Section 2.03 hereof or to the First Lien Administrative Agent as provided in Section 2.03 of the First Lien Aircraft Mortgagehereof) into an account that is maintained with the First Lien Administrative Agent and subject to an Account Control Agreement pursuant to Section 2.12(a) of the First Lien Credit Agreement (or after the First Priority Obligations Payment Date, the Administrative Agent pursuant to Section 2.10(a) of the Credit Agreement) and subject to a Full Control Agreement. The applicable Grantor may use Net Cash Proceeds held by the Administrative Agent (including Net Cash Proceeds in the form of insurance proceeds paid directly by an insurer to the Administrative Agent as aforesaid) to, as soon as reasonably possible, replace the Engine or Spare Engine which suffered such Event of Loss in accordance with this Section 3.01(b), but subject to the provisions of Section 2.12(a) and any other applicable provisions of the First Lien Credit Agreement (or, after the First Priority Obligations Payment Date, Section 2.10(a) and any other applicable provisions of the Credit Agreement). Upon application of such Net Cash Proceeds, the applicable Grantor shall substitute an engine (that is reasonably satisfactory to the Appraisers), free and clear of all Liens (other than Specified Permitted EncumbrancesCollateral Liens or other Permitted Collateral Liens that are subordinated to the Liens granted to the Administrative Agent hereunder) and cause such engine to be subject to the Lien of this Mortgage. Each Grantor’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at Grantors’ sole cost and expense and the Collateral Administrative Agent agrees to make reasonable efforts to cooperate with Grantors to the extent reasonably necessary to enable it to timely satisfy such conditions: (i) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of each shall be delivered to the Collateral Administrative Agent: (A) a Mortgage Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to Title 49 or such other applicable law of the jurisdiction other than the United States in which the aircraft of which such Replacement Engine is a part is registered in accordance with Section 2.01(a)(32.01(e), as the case may be; (B) an Officer’s Certificate of a Responsible Officer of such Grantor stating (i) that the Replacement Engine is of at least equal fair market value and utility (without regard constitutes Cure Collateral pursuant to hours and cycles) as the Engine it replaces assuming such Engine had been maintained definition thereof set forth in the condition required hereunder Credit Agreement and (ii) each of the conditions specified in this paragraph (b) with respect to such Replacement Engine, and any comparable provisions of any Permitted Lease to which such Engine is subject, have been satisfied; (C) UCC financing statements covering the security interests created by this Mortgage (and any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such aircraft may be registered or in the International Registry) as are deemed necessary or, by reference to prudent industry practice, desirable by counsel to the Collateral Administrative Agent to protect the security interests of the Collateral Administrative Agent in the Replacement Engine; Engine shall have been duly filed; (D) upon request by the Administrative Agent, such Grantor shall furnish the Administrative Agent with (1) upon recordation, an opinion of qualified FAA counsel, or if applicable, qualified counsel in the jurisdiction of the relevant Aircraft’s registration addressed to the Administrative Agent (in either case which opinion and counsel shall be reasonably satisfactory to the Administrative Agent), as to (a) the due recordation of the Mortgage Supplement as a certificatefirst priority Lien on the Replacement Engine, and the due registration of the International Interest of the Administrative Agent in such Replacement Engine as a first priority International Interest therein, stating that the Replacement Engine is free from Liens of record (except for or with respect to Permitted Collateral Liens) and of International Interests of record (other than with respect to any Pari Passu Senior Secured Debt and any Junior Secured Debt), and (2) such evidence of compliance with the insurance provisions of Section 2.03 hereof with respect to such Replacement Engine as the Administrative Agent may reasonably request; (E) such Grantor shall have delivered to the Administrative Agent (1) a copy of the xxxx of sale respecting such Replacement Engine or other evidence of such Grantor’s ownership of such Replacement Engine, reasonably satisfactory to the Collateral AgentAdministrative Agent and such Grantor shall cause (subject to the consent of the prior owner of the Replacement Engine) the sale of such Replacement Engine effected by said xxxx of sale (or other evidence) to be registered with the International Registry as a sale, in form and substance(2) appropriate instruments assigning to the Administrative Agent the benefits, if any, of either (such selections all manufacturer’s and vendor’s warranties generally available and permitted to be at such Grantor’s option) an aircraft engineer (who may be assigned by a regular employee of a Grantor) or qualified independent aircraft appraiser certifying, Grantor with respect to such Replacement Engine, ; and (ii) Such Grantor shall have satisfied any additional conditions (including the furnishing of an appraisal to the effect extent required under the Credit Agreement) to replacement as shall reasonably be specified by the Administrative Agent, acting reasonably. For all purposes hereof, each such Replacement Engine shall be deemed to be subjected to the Lien of this Mortgage and shall be deemed an “Engine” and the Lien of this Mortgage shall no longer cover such replaced Engine. Upon compliance with the foregoing clauses (i) and (ii), (x) such replaced Engine, any proceeds (including, without limitation, insurance proceeds) thereof, the Warranty Rights in Section 3.01(b)(i)(Brespect of such replaced Engine and all rights relating to any of the foregoing shall be free and clear of the Lien of this Mortgage and of all rights and interests of the Administrative Agent (and the other beneficiaries hereof), (y) hereof;the Administrative Agent shall execute and deliver to such Grantor such appropriate instrument furnished to it by such Grantor releasing such replaced Engine, any proceeds (including, without limitation, insurance proceeds) thereof, the Warranty Rights in respect of such replaced Engine and all rights relating to any of the foregoing from the Lien of this Mortgage and assigning to such Grantor all claims against third Persons for damage to or loss of such replaced Engine arising from the Event of Loss and (z) the Administrative Agent will take such actions as may be required to be taken by the Administrative Agent to cancel or release any International Interest of the Administrative Agent registered with the International Registry in relation to such replaced Engine with respect to which such Event of Loss occurred.

Event of Loss with Respect to an Engine or Spare Engine. If an Event of Loss occurs (or an event or circumstance which, with the passage of time, would constitute an Event of Loss) with respect to an Engine or a Spare Engine under circumstances in which there has not occurred an Event of Loss with respect to the related Airframe (if any), Grantors shall promptly (and in any event within 10 days after the occurrence of such Event of Loss) notify the Collateral Agent thereof and, to the extent required by Section 2.12(a) of the First Lien Credit Agreement (or, after the First Priority Obligations Payment Date, Section 2.10(a) of the Credit Agreement) (all calculations under Section 6.06 of the First Lien Credit Agreement (or, after the First Priority Obligations Payment Date, Section 6.06 of the Credit Agreement) to be performed after giving effect to such Event of Loss and otherwise in accordance with the Credit Agreement), deposit within 3 Business Days of receipt all Net Cash Proceeds thereof, if any, received by a Grantor (and not paid directly by an insurer to the Administrative Agent pursuant to a loss payee clause as provided in Section 2.03 hereof or to the First Lien Administrative Agent as provided in Section 2.03 of the First Lien Aircraft Mortgagehereof) into an account that is maintained with the First Lien Administrative Agent and subject to a Full Control Agreement pursuant to Section 2.12(a) of the First Lien Credit Agreement (or after the First Priority Obligations Payment Date, the Administrative Agent pursuant to Section 2.10(a) of the Credit Agreement) and subject to a Full Control Agreement. The applicable Grantor may use Net Cash Proceeds held by the Administrative Agent (including Net Cash Proceeds in the form of insurance proceeds paid directly by an insurer to the Administrative Agent as aforesaid) to, as soon as reasonably possible, replace the Engine or Spare Engine which suffered such Event of Loss in accordance with this Section 3.01(b), but subject to the provisions of Section 2.12(a) and any other applicable provisions of the First Lien Credit Agreement (or, after the First Priority Obligations Payment Date, Section 2.10(a) and any other applicable provisions of the Credit Agreement). Upon application of such Net Cash Proceeds, the applicable Grantor shall substitute an engine (that is reasonably satisfactory to the Appraisers), free and clear of all Liens (other than Permitted Encumbrances) and cause such engine to be subject to the Lien of this Mortgage. Each Grantor’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at Grantors’ sole cost and expense and the Collateral Agent agrees to make reasonable efforts to cooperate with Grantors to the extent reasonably necessary to enable it to timely satisfy such conditions: (i) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of each shall be delivered to the Collateral Agent: (A) a Mortgage Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to Title 49 or such other applicable law of the jurisdiction other than the United States in which the aircraft of which such Replacement Engine is a part is registered in accordance with Section 2.01(a)(3), as the case may be; (B) an Officer’s Certificate of a Responsible Officer of such Grantor stating (i) that the Replacement Engine is of at least equal fair market value and utility (without regard to hours and cycles) as the Engine it replaces assuming such Engine had been maintained in the condition required hereunder and (ii) each of the conditions specified in this paragraph (b) with respect to such Replacement Engine, and any comparable provisions of any Permitted Lease to which such Engine is subject, have been satisfied; (C) UCC financing statements covering the security interests created by this Mortgage (and any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such aircraft may be registered or in the International Registry) as are deemed necessary or, by reference to prudent industry practice, desirable by counsel to the Collateral Agent to protect the security interests of the Collateral Agent in the Replacement Engine; (D) a certificate, reasonably satisfactory to the Collateral Agent, in form and substance, of either (such selections to be at such Grantor’s option) an aircraft engineer (who may be a regular employee of a Grantor) or qualified independent aircraft appraiser certifying, with respect to such Replacement Engine, to the effect specified in Section 3.01(b)(i)(B) hereof;