Common use of Events of Loss Clause in Contracts

Events of Loss. In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliance.

Events of Loss. In (a) Subject to any intercreditor agreement and the Security Documents, in the event of an Event of LossLoss with respect to any Collateral, the Company Issuer, the Co-Issuer or the affected Restricted Subsidiary of the CompanyGuarantor, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) will apply the Net Loss Proceeds from such Event of Loss to the rebuildingLoss, repairwithin 365 days after receipt, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Lossat its option to: (1) a written opinion from a reputable contractor that repay obligations under any revolving credit facility with the Subject Property can be rebuilt, repaired, replaced or constructed inNet Loss Proceeds of borrowing base assets, and operated in, substantially effect a permanent reduction in the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; andavailability under such revolving credit facility; (2) an Officers’ Certificate certifying that repay any Indebtedness which was secured by the Company has available from assets to which Event of Loss related; and/or (3) invest all or any part of the Net Loss Proceeds in (A) the purchase of assets (other than securities) to be used by the Issuer, the Co-Issuer or other sources sufficient funds any Restricted Subsidiary in a Permitted Business, (B) capital expenditures to complete be used by the rebuildingIssuer, repairthe Co-Issuer or any Restricted Subsidiary in a Permitted Business, replacement (C) acquisition of Qualified Equity Interests in a Person that is a Restricted Subsidiary or construction described in clause a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (1D) above. a combination of (A), (B) and (C). (b) Pending the final application of any Net Loss Proceeds, the Issuer, the Co-Issuer or the affected Guarantor shall deposit such Net Loss Proceeds in accordance with the Security Documents and the Intercreditor Agreement (if any). (c) Any Net Loss Proceeds from an Event of Loss that are not reinvested applied or not permitted to be reinvested invested as provided in the first sentence of this covenant Section 4.27(a) will be deemed to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 10.0 million, the Company Issuer will be required to make an offer to purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the Net Loss Proceeds (or offer to do so) (a “Event of Loss Proceeds Offer”) in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to all Holders to purchase or redeem the Notes with the proceeds from the Event amount of such Excess Loss Proceeds at an offer price in cash in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the their principal amount plus accrued and unpaid interest if any, to the date of purchasepurchase or redemption, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documentsas applicable. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer surrendered by Holders exceeds the Excess Loss ProceedsProceeds to be used to purchase the Notes, the Trustee will shall select the Notes to be purchased pursuant to the Loss Proceeds Offer on a pro rata basis based or on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has as nearly a fair market value (or replacement costpro rata basis as is practicable, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event procedures of Loss and the Depository Trust Company. (iid) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company Issuer will comply with the requirements of applicable tender offer rules, including Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict in connection with a Loss Proceeds Offer, and the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss relevant provisions of this Indenture by virtue of will be deemed modified as necessary to permit such compliance.

Events of Loss. In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shalla) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offeroccurs prior to Delivery of the Aircraft, the Company may use such Excess Loss Proceeds for Lease will immediately terminate and except as expressly stated in the Lease or under any purpose not otherwise prohibited by this Indenture Other Agreement, neither party will have any further obligation, other than pursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject Deposit (if any) to Lessee and return to Lessee or agree to the Lien cancellation of any Letter of Credit in respect of the Security Documents. Aircraft, in each case in accordance with the provisions of Section 5.11 hereof. (b) If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds occurs after Delivery, Lessee will pay the Excess Loss Proceeds, Agreed Value to Lessor on or prior to the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount earlier of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value sixty (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee60) of the assets subject to days after the Event of Loss and (ii) at least 85% the date of which is in the form receipt of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received insurance proceeds in respect of Collateral shall constitute Collateral that Event of Loss. (c) Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be or become payable to Lessor under the Security Documents Lease, and this Indenture if Lessee requests such transfer, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor Liens) transfer to Lessee or will procure that Owner transfers to Lessee legal and be deposited in beneficial title, subject to no Lessor Liens (but otherwise without warranty), to the Collateral Account Aircraft, on an AS IS, WHERE IS basis, and released therefrom in accordance with Article X. The Company will comply with at Lessee's expense, execute and deliver or will procure that Owner executes and delivers, such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the requirements public record or otherwise) such transfer, free and clear of Rule 14e-1 under the Exchange Act all rights of Lessor and Owner and Lessor Liens. Lessee shall indemnify Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred by Lessor, Owner or any other securities laws and regulations thereunder to the extent such laws or regulations are applicable Tax Indemnitee in connection with the repurchase of the Notes pursuant any such transfer; provided that with respect to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this IndentureTaxes, the Company will comply with obligations of Lessee hereunder shall be subject to the applicable securities laws exclusions set forth in Section 5.7(c) hereof and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliancecontest rights set forth in Section 5.9 above.

Events of Loss. In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shalla) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offeroccurs prior to Delivery of the Engine, the Company may use such Excess Loss Proceeds for Lease will immediately terminate and except as expressly stated in the Lease neither party will have any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered further obligation other than pursuant to Section 5.21 (EXPENSES) and Section 3 of SCHEDULE 4 (PRE-DELIVERY PROCEDURES AND DELIVERY CONDITION REQUIREMENTS), except that Lessor will return any Deposit to Lessee and return to Lessee or cancel any Letter of Credit. (b) If an Event of Loss Offer exceeds the Excess Loss Proceedsoccurs after Delivery, the Trustee will select the Notes Lessee shall pay or cause to be purchased paid the Agreed Value to Lessor on a pro rata basis based on or prior to the principal amount earlier of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to ninety (90) days after the fair market value (evidenced by a resolution occurrence of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% the date of which is in the form receipt of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received insurance proceeds in respect of Collateral shall constitute Collateral that Event of Loss. (c) Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which are then due or will thereupon become due to Lessor under the Security Documents Lease, and this Indenture if Lessee requests such transfer, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor's Liens) transfer to Lessee or will procure that Owner transfers to Lessee legal and be deposited in beneficial title, subject to no Lessor's Liens (but otherwise without warranty), to the Collateral Account Engine, on an AS IS, WHERE IS basis, and released therefrom in accordance with Article X. The Company will comply with at Lessee's expense, execute and deliver or will procure that Owner executes and delivers such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the requirements public record or otherwise) such transfer, free and clear of Rule 14e-1 under the Exchange Act all rights of Lessor and Lessor Liens. Lessee shall indemnify, on an After-Tax Basis, Lessor and Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred by Lessor, Owner or any other securities laws and regulations thereunder to the extent such laws or regulations are applicable Tax Indemnitee in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenturesuch transfer, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such complianceexcept for Lessor Taxes.

Events of Loss. In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shalla) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offeroccurs prior to Delivery of the Engine, the Company may use such Excess Loss Proceeds for Lease will immediately terminate and except as expressly stated in the Lease neither party will have any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered further obligation other than pursuant to Section 5.21 (Expenses) and Section 3 of Schedule 4 (Pre-Delivery Procedures and Delivery Condition Requirements), except that Lessor will return any Deposit to Lessee and return to Lessee or cancel any Letter of Credit. (b) If an Event of Loss Offer exceeds occurs after Delivery, Lessee will pay the Excess Loss Proceeds, Agreed Value to Lessor on or prior to the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount earlier of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value thirty (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee30) of the assets subject to days after the Event of Loss and (ii) at least 85% the date of which is in the form receipt of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received insurance proceeds in respect of Collateral shall constitute Collateral that Event of Loss. (c) Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be or become payable to Lessor under the Security Documents Lease, and this Indenture if Lessee requests such transfer, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor’s Liens) transfer to Lessee or will procure that Owner transfers to Lessee legal and be deposited in beneficial title, subject to no Lessor’s Liens (but otherwise without warranty), to the Collateral Account Engine, on an AS IS, WHERE IS basis, and released therefrom in accordance with Article X. The Company will comply with at Lessee’s expense, execute and deliver or will procure that Owner executes and delivers such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the requirements public record or otherwise) such transfer, free and clear of Rule 14e-1 under the Exchange Act all rights of Lessor and Owner and Lessor Liens. Lessee shall indemnify Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred by Lessor, Owner or any other securities laws and regulations thereunder to the extent such laws or regulations are applicable Tax Indemnitee in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenturesuch transfer, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such complianceexcept for Lessor Taxes.

Events of Loss. In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shalla) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offeroccurs prior to Delivery of the Aircraft, the Company may use such Excess Loss Proceeds for Lease will immediately terminate and except as expressly stated in the Lease neither party will have any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered further obligation other than pursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Deposit (if any) to Lessee and return to Lessee or cancel any Letter of Credit. (b) If an Event of Loss Offer exceeds occurs after Delivery, Lessee will pay the Excess Loss Proceeds, Agreed Value to Lessor on or prior to the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount earlier of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value sixty (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee60) of the assets subject to days after the Event of Loss and (ii) at least 85% the date of which is in the form receipt of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received insurance proceeds in respect of Collateral shall constitute Collateral that Event of Loss. (c) Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be or become payable to Lessor under the Security Documents Lease, and this Indenture if Lessee requests such transfer, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor's Liens) transfer to Lessee or will procure that Owner transfers to Lessee or to Lessee's designee legal and be deposited in beneficial title, subject to no Lessor's Liens (but otherwise without warranty), to the Collateral Account Aircraft, on an AS IS, WHERE IS basis, and released therefrom in accordance with Article X. The Company will comply with at Lessee's expense, execute and deliver or will procure that Owner executes and delivers such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the requirements public record or otherwise) such transfer, free and clear of Rule 14e-1 under the Exchange Act all rights of Lessor and Owner and Lessor Liens. Lessee shall indemnify, on an After-Tax Basis, Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred by Lessor, Owner or any other securities laws and regulations thereunder to the extent such laws or regulations are applicable Tax Indemnitee in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliancetransfer.

Events of Loss. In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shalla) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offeroccurs prior to Delivery of the Aircraft, the Company may use such Excess Loss Proceeds for Lease will immediately terminate and except as expressly stated in the Lease neither party will have any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered further obligation other than pursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Deposit (if any) to Lessee and return to Lessee or cancel any Letter of Credit. (b) If an Event of Loss Offer exceeds occurs after Delivery, Lessee will pay the Excess Loss Proceeds, Agreed Value to Lessor on or prior to the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount earlier of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value sixty (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee60) of the assets subject to days after the Event of Loss and (ii) at least 85% the date of which is in the form receipt of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received insurance proceeds in respect of Collateral shall constitute Collateral that Event of Loss. (c) Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be or become payable to Lessor under the Security Documents Lease, and this Indenture if Lessee requests such transfer, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor's Liens) transfer to Lessee or will procure that Owner transfers to Lessee or to Lessee's designee legal and be deposited in beneficial title, subject to no Lessor's Liens (but otherwise without warranty), to the Collateral Account Aircraft, on an AS IS, WHERE IS basis, and released therefrom in accordance with Article X. The Company will comply with at Lessee's expense, execute and deliver or will procure that Owner executes and delivers -41- such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the requirements public record or otherwise) such transfer, free and clear of Rule 14e-1 under the Exchange Act all rights of Lessor and Owner and Lessor Liens. Lessee shall indemnify, on an After-Tax Basis, Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred by Lessor, Owner or any other securities laws and regulations thereunder to the extent such laws or regulations are applicable Tax Indemnitee in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliancetransfer.

Events of Loss. In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shalla) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offeroccurs prior to Delivery of the Aircraft, the Company may use such Excess Loss Proceeds for Lease will immediately terminate and except as expressly stated in the Lease neither party will have any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered further obligation other than pursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Deposit (if any) to Lessee and return to Lessee or Cancel any Letter of Credit. (b) If an Event of Loss Offer exceeds occurs after Delivery, Lessee will pay the Excess Loss Proceeds, Agreed Value to Lessor on or prior to the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount earlier of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value sixty (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee60) of the assets subject to days after the Event of Loss and (ii) at least 85% the date of which is in the form receipt of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received insurance proceeds in respect of Collateral shall constitute Collateral that Event of Loss. (c) Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be or become payable to Lessor under the Security Documents Lease, and this Indenture if Lessee requests such transfer, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor's Liens) transfer to Lessee or will procure that Owner transfers to Lessee or to Lessee's designee legal and be deposited in beneficial title, subject to no Lessor's Liens (but otherwise without warranty), to the Collateral Account Aircraft, on an AS IS, WHERE IS basis, and released therefrom in accordance with Article X. The Company will comply with at Lessee's expense, execute and deliver or will procure that Owner executes and delivers such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the requirements public record or otherwise) such transfer, free and clear of Rule 14e-1 under the Exchange Act all rights of Lessor and Owner and Lessor Liens. Lessee shall indemnify, on an After-Tax Basis, Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred A by Lessor, Owner or any other securities laws and regulations thereunder to the extent such laws or regulations are applicable Tax Indemnitee in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliancetransfer.

Events of Loss. In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shalla) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offeroccurs prior to Delivery of the Engine, the Company Lease will immediately terminate and except as expressly stated in the Lease or under any Other Agreement, neither party will have any further obligation, other than pursuant to Section 5.21 (Expenses) and Section 3 of Schedule 4 (Pre-Delivery Procedures and Delivery Condition Requirements), except that Lessor will return the Deposit to Lessee, together with any such additional amounts (if any) as may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject be payable to Lessee pursuant to the Lien Engine Lease Agreement, and return to Lessee or cancel any Letter of the Security Documents. Credit. (b) If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds occurs after Delivery, Lessee will at Lessee’s option (x) pay the Excess Loss Proceeds, Agreed Value to Lessor on or prior to the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount earlier of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value one hundred twenty (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee120) of the assets subject to days after the Event of Loss and (ii) at least 85% within two (2) Business Days after the date of which is in the form receipt of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received insurance proceeds in respect of Collateral that Event of Loss or (y) replace the Engine pursuant to Sections 8.11(a) and (b). Concurrently with Lessee’s conveyance to Lessor of a Replacement Engine, Lessor shall constitute Collateral pay to Lessee the amount of any proceeds received by Lessor under the Security Documents and this Indenture and be deposited in Insurance policies maintained by Lessee hereunder. For the Collateral Account and released therefrom in accordance with Article X. The Company will comply with avoidance of doubt, if Lessee exercises its option to replace the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes Engine pursuant to Sections 8.11(a) and (b) in an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this IndentureLoss, the Company will comply with Term of the applicable securities laws Lease shall continue until the Scheduled Expiry Date. (c) Upon irrevocable payment in full to Lessor of the Agreed Value and regulations all other amounts which are then due and shall not be deemed payable to have breached their obligations Lessor under the Event Lease, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Loss provisions Lessor Liens) transfer to Lessee or its designee or will procure that Owner transfers to Lessee or its designee legal and beneficial title, subject to no Lessor Liens (but otherwise without warranty), to the Engine, on an AS IS, WHERE IS basis and will, at Lessee’s expense, execute and deliver or will procure that Owner executes and delivers, such bills of this Indenture by virtue sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) such transfer, free and clear of such complianceall rights of Lessor and Owner and Lessor Liens.

Events of Loss. In (a) Owner shall notify Purchaser as soon as practicable, but in no event later than ten (10) days, after Owner becomes aware of a Loss Occurrence. (b) The following provisions shall apply in the event of an Event a Loss Occurrence during the Construction Phase: (i) Promptly after, but no later than sixty (60) days following a Loss Occurrence, Owner shall prepare and submit to the Management Committee for review and approval a Construction Budget and Schedule inclusive of Loss, the Company all projected Reconstruction Costs associated with such Loss Occurrence. (ii) Subject to Purchaser's termination rights under Section 3.3.6 or the affected Restricted Subsidiary of the CompanySection 3.3.8, as applicable, and the case may be, may (and to the extent required pursuant to the terms rights of any lease encumbered by Financing Party, Owner shall reconstruct or otherwise repair the Northern Pass Transmission Line in a mortgage shallmanner consistent with Owner's rights and obligations under Section 5.1.2(a)(i) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”and Section 5.2.4(a), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of Owner shall not commence with such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced reconstruction or constructed in, and operated in, substantially the same condition as it existed repair prior to the Event of Loss within 360 days sixty-first (61st) day after the receipt by Purchaser's Manager of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction proposed Construction Budget and Schedule described in clause (1b)(i) above, unless the Management Committee shall have approved, or Purchaser shall have agreed in writing to reimburse Owner for, the costs associated therewith. Any Net Loss Proceeds that are not reinvested delays in reconstruction or not permitted repair due to be reinvested as provided in Owner's compliance with the proviso to the first sentence of this covenant will be deemed “Excess clause (b)(ii) shall not constitute a violation of Good Utility Practice. (c) The following provisions shall apply in the event of a Loss Proceeds.” When Occurrence during the aggregate amount of Excess Operation Phase: (i) Promptly after, but no later than sixty (60) days following, a Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal Occurrence Owner shall prepare and submit to the maximum principal amount Management Committee for review and approval a budget and schedule that sets forth all Reconstruction Costs and the expected timeline to complete the work required to reconstruct or otherwise repair the Northern Pass Transmission Line (the "Reconstruction Plan"), together with a statement for informational purposes that sets forth in reasonable detail the unamortized Rate Base calculated as of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchasesuch Loss Occurrence (the "Rate Base Calculation"). At the request of Purchaser's Manager, Owner shall provide the Management Committee with access to, and will be payable copies of, all reasonably requested documentation concerning such Reconstruction Plan or Rate Base Calculation. (ii) The Management Committee shall promptly review the proposed Reconstruction Plan, and may approve such Reconstruction Plan in cashwhole or in part. If an Impasse occurs with respect to the proposed Reconstruction Plan (or any Excess Loss Proceeds remain after consummation of an Event of Loss Offerpart thereof), then the Impasse shall not be resolved under the dispute resolution provisions herein, and instead, subject to Purchaser's termination rights under Section 3.3.9 or Section 3.3.10, as applicable, the Company may use proposed Reconstruction Plan, with any changes agreed upon by the Management Committee, shall be deemed to be (A) in effect upon the sixty-first (61st) day after the receipt by Purchaser's 1014917.31-D.C. Server 1A - MSW Manager of such Excess Loss Proceeds Reconstruction Plan and Rate Base Calculation and (B) approved by the Management Committee as of such date for any purpose not otherwise prohibited by this Indenture purposes of Section 8.1.4(c)(i). (iii) Subject to Purchaser's termination rights under Section 3.3.9 or Section 3.3.10, as applicable, and the Security Documentsrights of any Financing Party, Owner shall reconstruct or otherwise repair the Northern Pass Transmission Line in a manner consistent with Owner's rights and obligations under Section 16.2(b) and clause (c)(iv) below; provided provided, however, that any remaining Excess Loss Proceeds Owner shall remain subject not commence with such reconstruction or repair prior to the Lien sixty-first (61st) day after the receipt by Purchaser's Manager of the Security Documents. If proposed Reconstruction Plan and the aggregate principal amount of Notes tendered pursuant Rate Base Calculation described in clause (c)(i) above, unless the Management Committee shall have approved, or Purchaser shall have agreed in writing to an Event of Loss Offer exceeds the Excess Loss Proceedsreimburse Owner for, the Trustee will select costs associated therewith. Any delays in reconstruction or repair due to Owner's compliance with the Notes proviso to be purchased on the first sentence of this clause (c)(iii) shall not constitute a pro rata basis based on the principal amount violation of Notes tendered. With respect to any Event of Loss pursuant to clause Good Utility Practice. (iv) of Owner shall use commercially reasonable efforts not to exceed the definition of “Event of Loss” that has a fair market value (budgeted amounts set forth in the Reconstruction Plan; provided, however, that, consistent with Section 16.2(b), all Reconstruction Costs, whether or replacement cost, if greater) not set forth in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be)such Reconstruction Plan, shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral recoverable under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom Formula Rate in accordance with Article X. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliance8.

Events of Loss. In the event of (a) If an Event of Loss, Loss occurs with respect to the Company or the affected Restricted Subsidiary Aircraft prior to delivery of the CompanyAircraft to Lessee, this Agreement will immediately terminate and, except as expressly stated in this Agreement, neither party will have any further obligation or liability under this Agreement except that Lessor will refund to Lessee the case may be, may (and to the extent required pursuant to the terms amount of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of LossAircraft Deposit paid under this Agreement; and (2b) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject occurs with respect to the Lien Aircraft after delivery of the Security Documents. If Aircraft to Lessee, Lessee will pay the aggregate principal amount Agreed Value to Lessor on or prior to the later of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value five (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee5) of the assets subject to Business Days after the Event of Loss and (ii) at least 85% the date of which is in the form receipt of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received insurance proceeds in respect of Collateral shall constitute Collateral under that Event of Loss, but no later than sixty (60) days after the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company will comply with the requirements Event of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder Loss occurs. Subject to the extent rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of that amount and all other amounts which may be or become payable to Lessor under this Agreement, Lessor will without recourse or warranty (except as to Lessor's Liens) and without further act, be deemed to have transferred to Lessee all of Lessor's rights to any Engine and Parts not installed when the Event of Loss occurred, all on an as-is where-is basis, and will at Lessee's expense, execute and deliver such laws bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or regulations are applicable otherwise) the transfer and the vesting of Lessor's rights in connection with the repurchase such Parts in Lessee, free and clear of the Notes pursuant to all rights of Lessor and Lessor Liens. (c) If an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict occurs with the respect to an Engine under circumstances in which there has not occurred an Event of Loss provisions with respect to the Aircraft: (i) Lessee shall forthwith (and in any event within five (5) days after such occurrence) give Lessor written notice thereof, and Lessor and Lessee shall proceed diligently and cooperate fully with each other in the recovery of this Indentureany and all proceeds of insurance applicable thereto. (ii) Subject to satisfaction of the conditions set forth in Clause (iii) below, as soon as practicable but in no event later than sixty (60) days after the Company will comply with occurrence of such Event of Loss, Lessor shall substitute a Replacement Engine (as defined herein) for the applicable securities laws and regulations and shall not be deemed Engine as to have breached their obligations under the which such Event of Loss provisions has occurred. In such event, immediately upon the effectiveness of such substitution, the Replacement Engine shall become subject to this Lease Agreement and be deemed part of the Aircraft for all purposes thereof to the same extent as the Engine which is replaced. Upon such substitution, Lessor and Lessee shall execute and deliver such documents and instruments (including appropriate filings with the FAA's Aircraft Registry) to evidence such substitution of the Engine in question by the Replacement Engine. (iii) Lessor shall retain all insurance proceeds up to the full amount of the purchase price for the Replacement Engine. In the event that the insurance proceeds are less than the full amount of the purchase price for the Replacement Engine, Lessee shall reimburse Lessor for any such shortfall. In the event that the insurance proceeds exceed such purchase price for the Replacement Engine, Lessor shall return to Lessee the amount of any such excess. Notwithstanding the foregoing terms and conditions to the contrary, Lessor's obligation to provide a Replacement Engine or to refund, return or repay to Lessee such excess insurance proceeds are subject to the condition that no Default described in Sections 13.l(a) or (b) or Sections 13.1(h)-(1) shall have occurred and be continuing. (iv) For purposes of this Indenture Section 11.1(c), the term "Replacement Engine means a Pratx xxx Whitxxx Xxxel JT8D-9A engine (or an engine of the same manufacturer of a comparable or improved model that is suitable and certificated by virtue the FAA, for installation and use on the Aircraft) which has a value and utility (based on but not limited to all life-limited engine components and time since last Hot Section Refurbishment), and is in as good operating condition as the Engine it is replacing, assuming such Engine was in the condition and repair as required by the terms hereof immediately prior to the occurrence of such complianceEvent of Loss.

Events of Loss. In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shalla) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offeroccurs prior to Delivery of the Aircraft, the Company Lease will immediately terminate and except as expressly stated in the Lease or under any Other Agreement, neither party will have any further obligation, other than pursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Deposit to Lessee, together with any such additional amounts (if any) as may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject be payable to Lessee pursuant to the Lien Aircraft Lease Agreement, and return to Lessee or cancel any Letter of the Security Documents. Credit. (b) If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds occurs after Delivery, Lessee will pay the Excess Loss Proceeds, Agreed Value to Lessor on or prior to the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount earlier of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value one hundred twenty (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee120) of the assets subject to days after the Event of Loss and (ii) at least 85% within two (2) Business Days after the date of which is in the form receipt of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received insurance proceeds in respect of Collateral shall constitute Collateral that Event of Loss. (c) Upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which are then due and payable to Lessor under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company Lease, Lessor will, or will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder procure that Owner will, without recourse or warranty (except as to the extent absence of Lessor Liens) transfer to Lessee or its designee or will procure that Owner transfers to Lessee or its designee legal and beneficial title, subject to no Lessor Liens (but otherwise without warranty), to the Aircraft, on an AS IS, WHERE IS basis and will, at Lessee’s expense, execute and deliver or will procure that Owner executes and delivers, such laws bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or regulations are applicable in connection with the repurchase otherwise) such transfer, free and clear of the Notes pursuant to an Event all rights of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws Lessor and regulations Owner and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such complianceLessor Liens.

Events of Loss. (a) In the event case of an Event of LossLoss with respect to any Collateral, the Company or the affected Restricted Subsidiary of the CompanyGuarantor, as the case may be, may (and to shall, within 365 days after receipt of the extent required pursuant to the terms of any lease encumbered by a mortgage shall) Net Loss Proceeds, apply the Net Loss Proceeds from such Event of Loss at its option: (1) to the rebuilding, repair, replacement or construction of improvements to the property affected by extent such Net Proceeds are from an Event of Loss with respect to Non-ABL Priority Collateral, to permanently reduce Obligations under the Term Loan Facility, other First-Priority Obligations, the Notes and/or Other Second-Priority Obligations, in each case, of the Company or any Subsidiary Guarantor and, in the case of Obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than Obligations owed to the “Subject Property”Company or a Restricted Subsidiary); provided that if the Company or any Subsidiary Guarantor shall so reduce Obligations under any Other Second-Priority Obligations, the Company or such Subsidiary Guarantor will either (x) equally and ratably, reduce Obligations under the Notes by, at its option, (A) redeeming Notes as provided under Section 1101 or (B) purchasing Notes through open market purchases (to the extent such purchases are at a price equal to or higher than 100% of the principal amount thereof) in a manner that complies with no concurrent obligation this Indenture and applicable securities law or (y) make an offer (in accordance with the procedures for a Loss Proceeds Offer set forth in Section 1020(c)) to offer all Holders to purchase any their Notes at 100% of the Notesprincipal amount thereof, plus the amount of accrued and unpaid interest, if any, on the principal amount of Notes to be repurchased; or (2) to the extent such Net Proceeds are from an Event of Loss with respect to ABL Priority Collateral, to permanently reduce Obligations under the ABL Facility, the Term Loan Facility, other First-Priority Obligations, the Notes and/or Other Second-Priority Obligations, in each case, of the Company or any Subsidiary Guarantor and, in the case of Obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than Obligations owed to the Company or a Restricted Subsidiary); provided that if the Company or any Subsidiary Guarantor shall so reduce Obligations under any Other Second-Priority Obligations, the Company or such Subsidiary Guarantor will either (x) equally and ratably, reduce Obligations under the Notes by, at its option, (A) redeeming Notes as provided under Section 1011 or (B) purchasing Notes through open market purchases (to the extent such purchases are at a price equal to or higher than 100% of the principal amount thereof) in a manner that complies with this Indenture and applicable securities law or (y) make an offer (in accordance with the procedures for a Loss Proceeds Offer set forth in Section 1020(c)) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest, if any, on the principal amount of Notes to be repurchased; or (3) to make an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary; provided, howeverfurther. that such Capital Stock constitutes Collateral, (B) properties that constitute Collateral, (C) capital expenditures on or related to assets that constitute Collateral and (D) acquisitions of other assets that constitute Collateral, that in each of subclause (A), (B), (C) and (D) of this clause (2), are used or useful in a Similar Business or replace the Company delivers to businesses, properties and assets that are the Trustee within 90 days subject of such Event of Loss:; or (14) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days any combination of the Event of Loss; andforegoing. (2b) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds from any Event of Loss that are not reinvested invested or not permitted to be reinvested as provided applied in accordance with the first sentence foregoing clause (a) within 365 days from the date of this covenant the receipt of such Net Loss Proceeds will be deemed to constitute “Excess Loss Proceeds”; provided that if during such 365-day period the Company or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Loss Proceeds to the making of investments set forth in Section 1020(a)(3) after such 365th day, such 365-day period will be extended with respect to the amount of Net Loss Proceeds so committed until such Net Loss Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement).” (c) When the aggregate amount of Excess Loss Proceeds exceeds $20.0 35.0 million, the Company will shall make an offer to all Holders and, if required by the terms of any Other Second-Priority Obligations, to the holders of such Other Second-Priority Obligations (an other than with respect to Hedging Obligations) (a “Event of Loss Proceeds Offer”) to all Holders to purchase or redeem the maximum aggregate principal amount of Notes with the proceeds from the Event of Loss and such Other Second-Priority Obligations that is in an amount equal to the maximum principal amount of Notes at least $2,000 that may be purchased out of the Excess Loss Proceeds. The Proceeds at an offer price in any Event of Loss Offer will be cash in an amount equal to 100% of the principal amount thereof (or, in the event such Other Second-Priority Obligations were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest interest, if any, to the date fixed for the closing of purchasesuch offer, and will be payable in cashaccordance with the procedures set forth in this Indenture. If The Company shall commence a Loss Proceeds Offer with respect to Excess Loss Proceeds within ten Business Days after the date that Excess Loss Proceeds exceed $35.0 million by mailing or electronically sending the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. The Company may satisfy the foregoing obligations with respect to any Excess Loss Proceeds remain after consummation of from an Event of Loss Offerby making a Loss Proceeds Offer with respect to such Excess Loss Proceeds prior to the expiration of the relevant 365 day-period (or such longer period provided above) or with respect to Excess Loss Proceeds of $35.0 million or less. (d) To the extent that the aggregate amount of Notes and such Other Second-Priority Obligations tendered pursuant to a Loss Proceeds Offer is less than the Excess Loss Proceeds, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain for general corporate purposes (including for the avoidance of doubt, pursuant to Section 1010 of this Indenture, if available), subject to the Lien of the Security Documentsother covenants contained in this Indenture. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer and/or the Other Second-Priority Obligations surrendered by such holders thereof exceeds the amount of Excess Loss Proceeds, the Trustee will select shall select, or cause to be selected, the Notes and such Other Second-Priority Obligations to be purchased on a pro rata basis based on on, at the election of the Company, the accreted value or principal amount of the Notes or such Other Second-Priority Obligations tendered. With respect Upon completion of any such Loss Proceeds Offer, the amount of Excess Loss Proceeds related to such Loss Proceeds Offer shall be reset at zero, and in the case of a Loss Proceeds Offer being effected in advance of being required to do so by this Indenture, the amount of Net Loss Proceeds the Company is offering to apply in such Loss Proceeds Offer shall be excluded in subsequent calculations of Excess Loss Proceeds. (e) Pending the final application of any Event of Excess Loss Proceeds pursuant to clause (iv) this Section 1020 and in a manner that is otherwise permitted by this Indenture, when the amount of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of any Excess Loss Proceeds exceeds $20.0 10 million, the Company (or the affected Guarantorapplicable Subsidiary Guarantor shall deposit such Excess Loss Proceeds into the Collateral Account; provided that upon the occurrence and during the continuance of a Default, as the case may be), all such Excess Loss Proceeds shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss deposited into and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited remain in the Collateral Account pending the final application of any Excess Loss Proceeds pursuant to this Section 1020 and released therefrom in accordance with Article X. a manner that is otherwise permitted by this Indenture. (f) The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of a Loss Proceeds Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under described in this Indenture by virtue thereof. (g) If the Company is repurchasing less than all of the Notes at any time, the Company shall select the Notes to be repurchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Notes are listed or (b) if such Notes are not so listed, on a pro rata basis to the extent practicable; provided that no Notes of $2,000 or less shall be repurchased in part. (h) Within 30 days after the Company becomes obligated to make a Loss Proceeds Offer, the Company shall send notice of that Loss Proceeds Offer electronically or by first class mail, with a copy to the Trustee, to each Holder to the address of that Holder appearing in the security register of Holders, or otherwise in accordance with the procedures of the Depository with a copy to the Trustee, with the following information: (1) a Loss Proceeds Offer is being made pursuant to this Section 1020, the total amount of the Loss Proceeds Offer, and that all Notes properly tendered pursuant to the Loss Proceeds Offer shall be accepted for payment, subject to prorating if the aggregate principal amount of Notes tendered is greater than the amount of the Loss Proceeds Offer, as contemplated by Sections 1020(d) and (g); (2) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is delivered (the “Event of Loss Payment Date”); (3) any Note not properly tendered shall remain outstanding and continue to accrue interest; (4) unless the Company defaults in the payment of the Loss Proceeds Offer, all Notes accepted for payment pursuant to the Loss Proceeds Offer shall cease to accrue interest on the Event of Loss provisions Payment Date; (5) Holders electing to have any Notes purchased pursuant to a Loss Proceeds Offer shall be required to surrender the Notes, with the form entitled “Option of this Indenture Holder to Elect Purchase” on the reverse of the Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Event of Loss Payment Date; (6) Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided that the paying agent receives, not later than the close of business on the last day of the offer period, an electronic transmission, facsimile transmission, or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; and (7) Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (i) While the Notes are in global form and the Company makes a Loss Proceeds Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations. (j) On the Event of Loss Payment Date, the Company shall, to the extent permitted by virtue law, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Loss Proceeds Offer, (2) deposit with the Paying Agent an amount equal to the aggregate payment of the Loss Proceeds Offer, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating that such complianceNotes or portions thereof have been tendered to and purchased by the Company. (k) The Paying Agent shall promptly mail to each Holder the payment for such Notes in respect of the Loss Proceeds Offer, and the Trustee shall promptly authenticate and mail to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Loss Proceeds Offer on or as soon as practicable after the Event of Loss Payment Date. Subject to any laws relating to abandoned property, the Paying Agent, if not the Company, shall return to the Company any cash that remains unclaimed, together with interest, if any, thereon, held by the Paying Agent for the payment of the amount required pursuant to the Loss Proceeds Offer. The Trustee shall have no requirement to invest any such cash unless directed by the Company in writing and such investment shall be mutually acceptable to the Trustee and the Company.

Events of Loss. (a) In the event of an Event of LossLoss with respect to any Collateral, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) Issuer shall apply the Net Loss Proceeds from such Event of Loss to Loss, at its option, to (1) the rebuilding, repair, replacement or construction of improvements to the affected property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days two years after receipt of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuiltNet Loss Proceeds, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from acquisition of or investment in Replacement Assets within one year after receipt of such Net Loss Proceeds or other sources sufficient funds (3) a redemption of the Securities and any Parity Lien Indebtedness on a pro rata basis pursuant to complete an Offer to Purchase on the rebuilding, repair, replacement or construction terms described in clause (1b) abovebelow. Pending the final application of any Net Loss Proceeds, the Issuer shall deposit such Net Loss Proceeds in the Collateral Account. (b) Any Net Loss Proceeds from an Event of Loss that are not reinvested applied or not permitted to be reinvested invested as provided in the first sentence of this covenant will clause (a) above shall be deemed “to constitute "Excess Loss Proceeds.” When " If, as of the first day of any calendar month, the aggregate amount of Excess Loss Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.20 totals at least $20.0 million15,000,000, the Company will make Issuer shall commence, not later than the last Business Day of such month, and consummate an offer (an “Event of Loss Offer”) Offer to all Holders to purchase or redeem the Notes with the proceeds Purchase from the Event Holders and holders of Loss in any Parity Lien Indebtedness outstanding at such time, on a pro rata basis an aggregate principal amount of Securities and Parity Lien Indebtedness outstanding at such time, equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer Proceeds on such date, at a purchase price in any Event of Loss Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon (if any) to, but not including, the Payment Date. Any Offer to Purchase commenced pursuant to this Section 4.20 shall be referred to as an "Event of Loss Offer to Purchase." To the date of purchase, and will be payable in cash. If extent that any Excess Loss Proceeds remain after consummation of an Event of Loss OfferOffer to Purchase, the Company Issuer may use such those Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining amount of Excess Loss Proceeds shall remain subject be reset to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliancezero.

Events of Loss. In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shalla) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offeroccurs prior to Delivery of the Aircraft, the Company may use such Excess Loss Proceeds for Lease will immediately terminate and except as expressly stated in the Lease neither party will have any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered further obligation other than pursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Deposit (if any) to Lessee and return to Lessee or cancel any Letter of Credit. (b) If an Event of Loss Offer exceeds occurs after Delivery, Lessee will pay the Excess Loss Proceeds, Agreed Value to Lessor on or prior to the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount earlier of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value sixty (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee60) of the assets subject to days after the Event of Loss and (ii) at least 85% the date of which is in the form receipt of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received insurance proceeds in respect of Collateral shall constitute Collateral that Event of Loss. (c) Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be or become payable to Lessor under the Security Documents Lease, and this Indenture if Lessee requests such transfer, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor's Liens) transfer to Lessee or will procure that Owner transfers to Lessee or to Lessee's designee legal and be deposited in beneficial title, subject to no Less or's Liens (but otherwise without warranty), to the Collateral Account Aircraft, on an AS IS, WHERE IS basis, and released therefrom in accordance with Article X. The Company will comply with at Lessee's expense, execute and deliver or will procure that Owner executes and delivers such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the requirements public record or otherwise) such transfer, free and clear of Rule 14e-1 under the Exchange Act all rights of Lessor and Owner and Lessor Liens. Lessee shall indemnify, on an After-Tax Basis, Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred by Lessor, Owner or any other securities laws and regulations thereunder to the extent such laws or regulations are applicable Tax Indemnitee in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliancetransfer.

Events of Loss. In (a) Owner shall notify Purchaser as soon as practicable, but in no event later than ten (10) days, after Owner becomes aware of a Loss Occurrence. (b) The following provisions shall apply in the event of an Event a Loss Occurrence during the Construction Phase: (i) Promptly after, but no later than sixty (60) days following a Loss Occurrence, Owner shall prepare and submit to the Management Committee for review and approval a Construction Budget and Schedule inclusive of Loss, the Company all projected Reconstruction Costs associated with such Loss Occurrence. (ii) Subject to Purchaser’s termination rights under Section 3.3.6 or the affected Restricted Subsidiary of the CompanySection 3.3.8, as applicable, and the case may be, may (and to the extent required pursuant to the terms rights of any lease encumbered by Financing Party, Owner shall reconstruct or otherwise repair the Northern Pass Transmission Line in a mortgage shallmanner consistent with Owner’s rights and obligations under Section 5.1.2(a)(i) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”and Section 5.2.4(a), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of Owner shall not commence with such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced reconstruction or constructed in, and operated in, substantially the same condition as it existed repair prior to the Event of Loss within 360 days sixty-first (61st) day after the receipt by Purchaser’s Manager of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction proposed Construction Budget and Schedule described in clause (1b)(i) above, unless the Management Committee shall have approved, or Purchaser shall have agreed in writing to reimburse Owner for, the costs associated therewith. Any Net Loss Proceeds that are not reinvested delays in reconstruction or not permitted repair due to be reinvested as provided in Owner’s compliance with the proviso to the first sentence of this covenant will be deemed “Excess clause (b)(ii) shall not constitute a violation of Good Utility Practice. (c) The following provisions shall apply in the event of a Loss Proceeds.” When Occurrence during the aggregate amount of Excess Operation Phase: (i) Promptly after, but no later than sixty (60) days following, a Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal Occurrence Owner shall prepare and submit to the maximum principal amount Management Committee for review and approval a budget and schedule that sets forth all Reconstruction Costs and the expected timeline to complete the work required to reconstruct or otherwise repair the Northern Pass Transmission Line (the “Reconstruction Plan”), together with a statement for informational purposes that sets forth in reasonable detail the unamortized Rate Base calculated as of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchasesuch Loss Occurrence (the “Rate Base Calculation”). At the request of Purchaser’s Manager, Owner shall provide the Management Committee with access to, and will be payable copies of, all reasonably requested documentation concerning such Reconstruction Plan or Rate Base Calculation. (ii) The Management Committee shall promptly review the proposed Reconstruction Plan, and may approve such Reconstruction Plan in cashwhole or in part. If an Impasse occurs with respect to the proposed Reconstruction Plan (or any Excess Loss Proceeds remain after consummation of an Event of Loss Offerpart thereof), then the Impasse shall not be resolved under the dispute resolution provisions herein, and instead, subject to Purchaser’s termination rights under Section 3.3.9 or Section 3.3.10, as applicable, the Company may use proposed Reconstruction Plan, with any changes agreed upon by the Management Committee, shall be deemed to be (A) in effect upon the sixty-first (61st) day after the receipt by Purchaser’s Manager of such Excess Loss Proceeds Reconstruction Plan and Rate Base Calculation and (B) approved by the Management Committee as of such date for any purpose not otherwise prohibited by this Indenture purposes of Section 8.1.4(c)(i). (iii) Subject to Purchaser’s termination rights under Section 3.3.9 or Section 3.3.10, as applicable, and the Security Documentsrights of any Financing Party, Owner shall reconstruct or otherwise repair the Northern Pass Transmission Line in a manner consistent with Owner’s rights and obligations under Section 16.2(b) and clause (c)(iv) below; provided provided, however, that any remaining Excess Loss Proceeds Owner shall remain subject not commence with such reconstruction or repair prior to the Lien sixty-first (61st) day after the receipt by Purchaser’s Manager of the Security Documents. If proposed Reconstruction Plan and the aggregate principal amount of Notes tendered pursuant Rate Base Calculation described in clause (c)(i) above, unless the Management Committee shall have approved, or Purchaser shall have agreed in writing to an Event of Loss Offer exceeds the Excess Loss Proceedsreimburse Owner for, the Trustee will select costs associated therewith. Any delays in reconstruction or repair due to Owner’s compliance with the Notes proviso to be purchased on the first sentence of this clause (c)(iii) shall not constitute a pro rata basis based on the principal amount violation of Notes tendered. With respect to any Event of Loss pursuant to clause Good Utility Practice. (iv) of Owner shall use commercially reasonable efforts not to exceed the definition of “Event of Loss” that has a fair market value (budgeted amounts set forth in the Reconstruction Plan; provided, however, that, consistent with Section 16.2(b), all Reconstruction Costs, whether or replacement cost, if greater) not set forth in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be)such Reconstruction Plan, shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral recoverable under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom Formula Rate in accordance with Article X. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliance8.