Common use of Non-Collateral Assets Clause in Contracts

Non-Collateral Assets. The Administrative Agent and the other Lender Parties acknowledge and agree that: (a) the Borrower owns directly or indirectly the Subsidiaries listed in Schedule 9.19 (the “Non-Collateral Subsidiaries”), certain of which own the Aircraft listed in such Schedule opposite the applicable Non-Collateral Subsidiary’s name (the “Non-Collateral Aircraft”), and Flying Fortress Bermuda Leasing Ltd. and certain Non-Collateral Subsidiaries are party to aircraft lease agreements in respect of the Non-Collateral Aircraft owned by such Non-Collateral Subsidiaries (the “Non-Collateral Leases”, and together with the Non-Collateral Subsidiaries, the Non-Collateral Aircraft and all related assets, rights and interests (including intercompany Indebtedness) with respect to such Non-Collateral Leases, such Non-Collateral Subsidiaries (including the Equity Interests in such Non-Collateral Subsidiaries) and Non-Collateral Aircraft, the “Non-Collateral Assets”); (b) that the Non-Collateral Assets do not constitute Collateral or Pool Aircraft Collateral hereunder or under any other Loan Document; and (c) that no Non-Collateral Subsidiary is a Transaction Party (in any capacity) under this Agreement or any other Loan Document except to the extent that the Obligors cause it to become a Transaction Party in accordance with the terms of this Agreement. The Borrower agrees to cause the Non-Collateral Assets to be transferred to Persons other than the Transaction Parties, and until such transfers have been effected, the Transaction Parties’ ownership and/or leasing of such Non-Collateral Assets and the Transaction Parties’ exercise of their rights and/or performance of their obligations in relation to such Non-Collateral Assets shall not be deemed a breach of or Default under any provision of the Loan Documents, including Section 5.19. The Collateral Agent hereby agrees and is authorized to provide confirmatory releases, terminations and discharges with respect to the Non-Collateral Assets or any Lien in respect thereof.

Non-Collateral Assets. The Administrative Agent and the other Lender Parties acknowledge and agree that: (a) the Borrower Parent Holdco owns directly or indirectly the Subsidiaries listed or described in Schedule 9.19 (the “Non-Collateral Subsidiaries”), certain of which own the Aircraft listed in such Schedule opposite the applicable Non-Collateral Subsidiary’s name or otherwise described in such Schedule (the “Non-Collateral Aircraft”), and Flying Fortress Bermuda Leasing Ltd. ) and certain Non-Collateral Subsidiaries are party to aircraft lease agreements in respect of the Non-Collateral Aircraft owned by such Non-Collateral Subsidiaries (the “Non-Collateral Leases”, and together with the Non-Collateral Subsidiaries, the Non-Collateral Aircraft and all related assets, rights and interests (including intercompany IndebtednessIndebtedness and insurance and other proceeds) with respect to such Non-Collateral Leases, such Non-Collateral Subsidiaries (including the Equity Interests in such Non-Collateral Subsidiaries) and Non-Collateral Aircraft, the “Non-Collateral Assets”); (b) that the Non-Collateral Assets do not constitute Collateral or Pool Aircraft Collateral hereunder or under any other Loan Document; and (c) that no Non-Collateral Subsidiary is a Transaction Party (in any capacity) under this Agreement or any other Loan Document except to the extent that the Obligors cause it to become a Transaction Party in accordance with the terms of this Agreement. The Borrower Unless the relevant Non-Collateral Subsidiary may become a Transaction Party hereunder, Parent Holdco agrees to cause the Non-Collateral Assets to be transferred to Persons other than the Transaction Parties, and until such transfers have been effected, the Transaction Parties’ ownership and/or leasing of such Non-Collateral Assets and the Transaction Parties’ exercise of their rights and/or performance of their obligations in relation to such Non-Collateral Assets shall not be deemed a breach of or Default under any provision of the Loan Documents, including Section 5.19. The Collateral Agent and the Administrative Agent hereby agrees and is authorized to provide confirmatory releases, terminations and discharges with respect to the Non-Collateral Assets or any Lien in respect thereof.