Common use of No Disposition of Collateral or Liens; Title and Security Interest Clause in Contracts

No Disposition of Collateral or Liens; Title and Security Interest. Customer shall not sell, assign, enter into any Third Party Agreement, convey, mortgage, exchange or otherwise transfer or relinquish possession of or dispose of the Aircraft, any part thereof or any of the other Collateral or attempt or offer to do any of the foregoing. The foregoing shall not be deemed to prohibit the delivery of possession of the Aircraft, any APU, Engine or Part to another Person for testing, service, repair, maintenance, overhaul or, to the extent permitted hereby, for alteration or modification. Customer will not create, assume or suffer to exist any Liens on or with respect to the Aircraft, any APU, Engine, Part or any of the other Collateral, or Customer’s interest therein other than Permitted Liens. Customer will promptly take such action as directed by Lender to duly discharge any such Lien. Customer will warrant and defend its good and marketable title to the Aircraft and Lender’s first and only perfected security interest in the Collateral, against all claims and demands whatsoever. Notwithstanding the foregoing, provided that no Event of Default has occurred and is continuing, Customer may enter into a management agreement, with or without charter, (“Management Agreement”), with a qualified aviation management company or charter operator (“Manager”), subject to the satisfaction of the following conditions: (i) the Management Agreement shall provide that it shall terminate, or be canceled, at the option of Lender, upon the occurrence of an Event of Default; (ii) the Management Agreement shall be expressly, and at all times remain, subject and subordinate to this Agreement and the rights of Lender hereunder and in and to the Aircraft; (iii) in no event shall the Management Agreement (including as amended from time to time) contain provisions that are inconsistent with the provisions of this Agreement or cause Customer to breach any of its representations, warranties or agreements under this Agreement; and (iv) Customer shall deliver to Lender a Consent to Management Agreement, in form and substance satisfactory to Lender, duly executed by Customer and Manager (the “Consent”), together with a copy of the executed Management Agreement and a copy of a valid Air Carrier Certificate FAA Form 8430-18, if applicable. The Management Agreement will not reduce any of the obligations of Customer hereunder or the rights of Lender hereunder, under the Note or under any of the other documents executed and/or delivered in connection herewith, and Customer acknowledges that all of its obligations shall be and remain primary and shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety. Any delegation of duties hereunder or any assumption of the same shall be effective only as between Customer and Manager.

No Disposition of Collateral or Liens; Title and Security Interest. Customer shall not sell, assign, enter into any Third Party Agreement, convey, mortgage, exchange or otherwise transfer or relinquish possession of or dispose of the Aircraft, any part thereof or any of the other Collateral or attempt or offer to do any of the foregoing. The foregoing shall not be deemed to prohibit the delivery of possession of the Aircraft, any APU, Engine or Part to another Person for testing, service, repair, maintenance, overhaul or, to the extent permitted hereby, for alteration or modification. Customer will not create, assume or suffer to exist any Liens on or with respect to the Aircraft, any APU, Engine, Part or any of the other Collateral, or Customer’s interest therein other than Permitted Liens. Customer will promptly take such action as directed by Lender to duly discharge any such Lien. Customer will warrant and defend its good and marketable title to the Aircraft and Lender’s first and only perfected security interest in the Collateral, against all claims and demands whatsoever. Notwithstanding the foregoingexcept that, provided that no Event of Default has occurred and is continuing, Customer may enter into a an aircraft management agreement, with or without charter, and charter agreement (“Management Agreement”), with a TWC or other qualified aviation management company or and charter operator (“Manager”), pursuant to which the Aircraft may be operated under Part 135 of the FARs, subject to the satisfaction of the following conditions: (i) the Management Agreement shall provide that it shall terminate, or be canceled, at the option of Lender, upon the occurrence of an Event of Default; (ii) the Management Agreement shall be expressly, and at all times remain, subject and subordinate to this Agreement and the rights of Lender hereunder and in and to the Aircraft; (iii) in no event shall the Management Agreement (including as amended from time to time) contain provisions that are inconsistent with the provisions of this Agreement or cause Customer to breach any of its representations, warranties or agreements under this Agreement; and (iv) Customer shall deliver to Lender a Consent to Management Agreement, in form and substance satisfactory to Lender, duly executed by Customer and Manager (the “Consent”), together with a copy of the executed Management Agreement and a copy of a valid Air Carrier Certificate FAA Form 8430-18, if applicable. The Management Agreement will not reduce any of the obligations of Customer hereunder or the rights of Lender hereunder, under the Note or under any of the other documents executed and/or delivered in connection herewith, and Customer acknowledges that all of its obligations shall be and remain primary and shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety. Any delegation of duties hereunder or any assumption of the same shall be effective only as between Customer and Manager. The foregoing shall not be deemed to prohibit the delivery of possession of the Aircraft, any APU, Engine or Part to another Person for testing, service, repair, maintenance, overhaul or, to the extent permitted hereby, for alteration or modification. Customer will not create, assume or suffer to exist any Liens on or with respect to the Aircraft, any APU, Engine, Part or any of the other Collateral, or Customer’s interest therein other than Permitted Liens. Customer will promptly take such action as directed by Lender to duly discharge any such Lien. Customer will warrant and defend its good and marketable title to the Aircraft and Lender’s first and only perfected security interest in the Collateral, against all claims and demands whatsoever.

No Disposition of Collateral or Liens; Title and Security Interest. Customer shall will not (a) sell, assign, enter into any Third Party Agreement, convey, mortgagetransfer, exchange exchange, lease or otherwise transfer or relinquish possession of or dispose of the Aircraft, any part thereof or any of the other Collateral or attempt or offer to do any of the foregoing. The foregoing shall not be deemed to prohibit the delivery of possession of the Aircraft, any APU, Engine or Part to another Person for testing, service, repair, maintenance, overhaul or, to the extent permitted hereby, for alteration or modification. Customer will not (b) create, assume or suffer to exist any Liens on or with respect to Lien upon the Aircraft, any APU, Engine, Part or any of the other Collateral, or Customer’s except for the security interest therein other than Permitted Liens. Customer will promptly take such action as directed by Lender to duly discharge any such Liencreated hereby. Customer will warrant and defend its good and marketable title to the Aircraft and Lender’s 's first and only perfected security interest in the Collateral, against all claims and demands whatsoever. Notwithstanding the foregoing, provided that no Event of Default has occurred and is continuing, Customer may enter into a management agreement, with or without charter, (“Management Agreement”), with a qualified aviation management company or charter operator (“Manager”), subject lease the Aircraft pursuant to the satisfaction of the following terms and conditions: : (ia) the Management Agreement Any lease shall provide that it shall terminate, or be canceled, at the option of Lender, upon the occurrence of an Event of Default; . (iib) Any lease shall be a true lease and not a grant of a "security interest" as such term is used in Section 1-201 (37) of the Management Agreement UCC. (c) Customer shall deliver to Lender a fully executed copy of any lease, which is, and will be, the only copy of such lease marked "Secured Party's Original." All copies of such lease shall bear the following legend: "To the extent, if any, this instrument constitutes chattel paper under the UCC, no security interest herein may be created through the transfer and/or possession of any counterpart other than the counterpart marked 'Secured Party's Original.'" All copies of such lease, other than the "Secured Party's Original" shall bear the following legend: "'Copy.' No interest herein may be created in the aircraft subject hereto through the transfer and/or possession hereof." (d) Any lease shall be expressly, and at all times remain, subject and subordinate to this Agreement and the rights of Lender hereunder and under the other Loan Documents and in and to the Aircraft; . (iiie) in Customer shall cause a copy of any lease to be placed on board the Aircraft to the extent required by applicable law. (f) In no event shall any lease (i) permit any subleasing, management, chartering or other disposition of the Management Agreement Aircraft, (including as amended from time to timeii) contain provisions that are inconsistent with the provisions of this Agreement or cause Customer to breach any of its representations, warranties or agreements under this Agreement; and Agreement or the other Loan Documents, or (iviii) permit any de-registration of the Aircraft from the FAA registry or registration of the Aircraft in the registry of the aviation authority or other governmental authority of any other nation. (g) With respect to any lease, Customer shall deliver to Lender a Consent to Management AgreementLease and Assignment, in form and substance satisfactory to Lender, duly executed and delivered by Customer and Manager the lessee of such lease. Customer shall also deliver to Lender any other consents and/or acknowledgments duly executed and in form and substance satisfactory to Lender, along with such other instruments (including, without limitation, FAA recording documents and UCC financing statements) as Lender may reasonably require and shall take such other actions as are deemed reasonably necessary or desirable by Lender to effect the “Consent”)terms and conditions of this Section and maintain the perfection and priority of Lender's Lien on the Aircraft. No such leasing by Customer, together with a copy of the executed Management Agreement and a copy of a valid Air Carrier Certificate FAA Form 8430-18, if applicable. The Management Agreement will not reduce any of the obligations of Customer hereunder or the rights of Lender hereunder, under the Note hereunder or under any of the other documents executed and/or delivered in connection herewithLoan Documents, and Customer acknowledges that all of its the obligations of Customer hereunder shall be and remain primary and shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety. Any delegation of duties hereunder or any assumption of the same shall be effective only as between Customer and Manager.

No Disposition of Collateral or Liens; Title and Security Interest. (a) Customer shall not sell, assign, enter into any Third Party AgreementAgreement (except as expressly permitted by the terms hereof), convey, mortgage, exchange or otherwise transfer or relinquish possession of (including by any seizure or other taking by any foreign or domestic governmental authority) or dispose of the AircraftAirframe, the Engines, the APU, any part thereof Part, any related associated rights, international interests or prospective international interests, any proceeds or any of the other Collateral Collateral, or attempt or offer to do do, or suffer or permit any of the foregoing. The foregoing Customer shall not be deemed permitted, however, to prohibit the delivery of deliver possession of the AircraftAirframe, Engines, APU or any APU, Engine or Part to another Person for testing, service, repair, maintenance, overhaul oroverhaul, alteration or modification and to enter into Permitted Third Party Agreements, in each case, if and to the extent permitted hereby, for alteration or modificationconsistent with the provisions of the Loan Documents. Customer will shall warrant and defend its good and marketable title to the Airframe, the Engines and the other Collateral, and the validity, perfection and first priority of Lender’s Lien in the Collateral, against all other Liens, claims and demands whatsoever, except Permitted Liens; and without limiting the foregoing, Customer shall (i) not create, assume or suffer to exist any Liens on or with respect to the AircraftAirframe, any APUthe Engines, Engine, Part or any of the other Collateral, or Customer’s interest therein (other than Permitted Liens. Customer will ); and (ii) promptly take such action as directed by Lender to duly discharge any such LienLiens (other than Permitted Liens). Customer will warrant and defend its good and marketable title to the Aircraft and Lender’s first and only perfected security interest in the Collateral, against all claims and demands whatsoever. Notwithstanding the foregoing, provided that 2388218 4 (LOAN AGREEMENT) (b) So long as no Default or Event of Default has occurred and is continuingexists, Customer may enter into and remain a management agreementparty to Third Party Agreements, with or without charter, (“Management Agreement”), with a qualified aviation management company or charter operator (“Manager”)in each such case, subject to the satisfaction of, and compliance by Customer and each Interested Third Party with, all of the following conditions: throughout the term of such arrangement: (i) each such Interested Third Party shall, if engaged by Customer as a manager, while so engaged, have a recognized favorable reputation as a manager of aircraft similar to the Management Agreement shall provide that it shall terminateAircraft, or and be canceled, at providing management services for other aircraft owners similar to the option of Lender, upon the occurrence of an Event of Default; services contemplated therein; (ii) any operation of the Management Aircraft pursuant to any such Third Party Agreement shall be expresslylimited to (A) if by Customer, any time sharing agreements (as defined in Section 91.501(c)(1) of the FARs) complying with Part 91 of the FARs and all other Applicable Standards, or (B) if such Third Party Agreement is a “dry lease” by Customer, as lessor, to an Affiliate or other Interested Third Party permitted pursuant hereto, as lessee, operation by such lessee complying with (1) Part 91 and any other applicable provision of the FARs, and at all times other Applicable Standards, and (2) the provisions hereof and of the other Loan Documents pertinent to the operation of the Aircraft (whether by Customer or any permitted Interested Third Party); (iii) the related Third Party Agreement shall (A) be and remain, subject and subordinate to this Agreement and the rights of Lender hereunder and Lender’s Lien in and with respect to the Collateral, and Lender’s rights and remedies under the Loan Documents (and such subordination shall be expressly acknowledged therein), (B) not convey any Lien on, or other property interest in or against the Airframe, the Engines or any of the other Collateral, except for a Permitted Lien (but, without giving effect to clause (a) of the definition of such term), (C) not permit any further disposition of or Lien (other than a Permitted Lien) against the Aircraft or any of the other Collateral by any of the Interested Parties thereto or any other Person, or any change in registration or unpermitted change in hangaring of the Aircraft; , (iiiD) in no event shall the Management Agreement (including as amended from time to time) not contain provisions that are inconsistent with the provisions of this Agreement any of the Loan Documents or cause Customer to breach any of its representations, warranties or agreements under this Agreement; any of the Loan Documents, (E) be in conformity with all requirements of the FARs and other Applicable Laws, and (F) otherwise conform to any Operating Consent required by Lender with respect thereto. (iv) Customer shall deliver have given Lender at least thirty (30) Business Days’ prior written notice of its intention to enter into a Third Party Agreement with respect to which Customer shall be relinquishing possession or control of the Airframe or Engines (unless such Third Party Agreement is specified on Annex B hereto), and no later than the effective date thereof, Customer shall comply with, and at all times thereafter remain in compliance with, any related requirements by Lender, including (1) entering into, and causing any related Interested Third Parties to enter into, an Operating Consent, (2) causing Lender a Consent to Management be covered by the Required Coverages (which, for the purposes hereof, may include insurance coverages obtained and maintained by an Interested Third Party, conforming to the insurance requirements herein and in any of the other Loan Documents), and (3) entering into or delivering, or causing to be entered into and delivered, all such other documents, filings and assurances, making or causing to be made such filings and registrations, and taking or causing to be taken all such other actions, in each case as may be required by Lender, and (4) paying or reimbursing Lender for any related costs or expenses; (v) Lender shall have the right, but not the obligation, to (A) require reasonable evidence that any Interested Third Party satisfies the requirements provided herein, and (B) review any such Third Party Agreement, in form as from time to time supplemented and substance satisfactory amended, to Lenderdetermine its conformity with the provisions hereof, duly executed but without assuming any responsibility with respect thereto; and (vi) Customer shall neither make, nor permit to be made, any filing or registration with respect to any Permitted Third Party Agreement, unless so directed by Customer and Manager Lender pursuant to Section 5.2 hereof or otherwise. (c) With respect to any Third Party Agreements complying with all of the provisions of Section 4.4(b) hereof (each a “ConsentPermitted Third Party Agreement”), together with a copy although certain of the executed Management duties and obligations of Customer under the Loan Documents may be performed by one or more of the Interested Third Parties, (i) no such Permitted Third Party Agreement and a copy of a valid Air Carrier Certificate FAA Form 8430-18, if applicable. The Management Agreement will not shall reduce any of the obligations of Customer hereunder Customer’s obligations, or the rights of Lender hereunderLender’s rights, under the Note or under any of the other documents executed and/or delivered in connection herewithLoan Documents, and Customer acknowledges that (ii) all of its Customer’s obligations under the Loan Documents shall be and remain primary and shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety, and (iii) Lender is not waiving the right to require full and timely 2388218 5 (LOAN AGREEMENT) performance of any such obligations in strict accordance with the provisions hereof and of the other Loan Documents. Any delegation By way of duties hereunder clarification and not limitation, with respect to any provisions of this Agreement or any assumption of the other Loan Documents requiring Customer to take or refrain from taking an action relating to the Aircraft or any of the other Collateral, such provision may also be read to mean that Customer shall cause the same shall to be effective only as between Customer and Managerdone in accordance therewith, if at that time the Aircraft or such other Collateral is in the possession or control of an Interested Third Party pursuant to a Permitted Third Party Agreement.