Common use of Prepayments Due to Reductions in Borrowing Base Clause in Contracts

Prepayments Due to Reductions in Borrowing Base. (a) The Company shall from time to time prepay, without premium or penalty (other than pursuant to subsection 2.6D), amounts outstanding under the Commitments equal in the aggregate to the amount of any Borrowing Base Deficiency at such time. Such prepayment shall be effected by the Company prepaying the outstanding principal of Revolving Loans or Term Loans (as the case may be) in the amount of such Borrowing Base Deficiency, provided, however, that if such prepayment is insufficient to reduce the Outstanding Amounts to the amount of the Borrowing Base, concurrently therewith the Company shall also provide collateral for any outstanding Letters of Credit by depositing Cash or Permitted Cash Equivalents into the Cash Collateral Account (which collateral when in the Cash Collateral Account shall be includable in the Borrowing Base) in such additional amounts as shall be sufficient to increase the Borrowing Base to the Outstanding Amounts. Such prepayment (and collateral arrangements, if any) shall be made not later than three (3) Business Days following the delivery of (x) a regularly scheduled monthly Borrowing Base Certificate delivered pursuant to subsection 2.10D and/or subsection 2.4B(iii)(1)(c) showing a Borrowing Base Deficiency or (y) an updated Borrowing Base Certificate delivered pursuant to subsection 2.4B(iii)(1)(b), 2.4B(iii)(1)(d), 3.3(vii) or 7.11 showing a Borrowing Base Deficiency. (b) In addition to any notice required by subsection 5.1(xii), if an event occurs that could reasonably be expected to cause loss of or substantial damage to Borrowing Base Collateral (excluding Rotables) the Fair Market Value of which exceeds $5,000,000, the Company shall deliver to the Agent a written notice within three (3) Business Days after a Responsible Officer of the Company obtains actual knowledge of such event. Such notice shall identify the specific item(s) of such Borrowing Base Collateral subject to such event of loss or damage, describe the nature of the event of loss or damage and include an estimate of whether such loss or -40- 48 damage can reasonably be expected to exceed $10,000,000. As soon as it can reasonably determine whether such event is an Event of Loss, Event of Damage or Repairable Damage with respect to the affected Borrowing Base Collateral but in any event not later than 60 days after the Company's notice with respect to such event, the Company shall deliver to the Agent an updated Borrowing Base Certificate in which the Company shall certify that such event is either an Event of Loss, Event of Damage or Repairable Damage, with respect to the item(s) of affected Borrowing Base Collateral. If the Company fails to deliver such updated Borrowing Base Certificate by such date, it shall be deemed to have delivered an updated Borrowing Base Certificate as provided in this subsection 2.4B(iii)(1)(b) certifying that such event is an Event of Loss of the affected Borrowing Base Collateral. Such updated Borrowing Base Certificate shall exclude from the Borrowing Base any such Borrowing Base Collateral subject to an Event of Loss, Event of Damage or Repairable Damage, provided, however, that (1) any such Borrowing Base Collateral other than the Hangar that has suffered Repairable Damage shall not be excluded if (A) such Repairable Damage is covered by insurance which will pay proceeds in at least the amount of the repair costs (net of any permitted self-insurance and deductibles) and the Agent is the loss payee of such insurance pursuant to the terms of the relevant Security Agreement, each as certified by the Company in the updated Borrowing Base Certificate and (B) the Company elects to repair such Borrowing Base Collateral as certified in the updated Borrowing Base Certificate and (2) Borrowing Base Collateral comprising the Hangar that has suffered Repairable Damage shall not be excluded and the Borrower shall repair the Hangar unless (A) the cost of such repair is likely to exceed $10,000,000 as reasonably estimated by the Company, as certified by the Company in such updated Borrowing Base Certificate, or by the Agent (following consultation, in the case of the Agent, with an Approved Appraiser) by notice delivered by the Agent to the Company and (B) the Repairable Damage is not covered by insurance which will pay proceeds to the Agent, as loss payee, in at least the amount of the repair costs (net of any permitted self-insurance and deductibles), as certified by the Company in such updated Borrowing Base Certificate. If such updated Borrowing Base Certificate shows a Borrowing Base Deficiency, the Company shall make a prepayment (and/or provide collateral) as provided in subsection 2.4B(iii)(1)(a). (c) If an event occurs that could reasonably be expected to cause loss of or substantial damage to Borrowing Base Collateral (excluding Rotables) the Fair Market Value of which is equal to or -41- 49 less than $5,000,000, the Company shall report such event in the first regularly scheduled monthly Borrowing Base Certificate delivered pursuant to subsection 2.10D following actual knowledge of such event by a Responsible Officer of the Company. Such Borrowing Base Certificate shall identify the specific item(s) of Borrowing Base Collateral subject to such event of loss or damage, and describe the event of loss or damage. The Company shall determine whether such event is an Event of Loss, Event of Damage or Repairable Event with respect to the affected Borrowing Base Collateral as soon as reasonably practicable and shall so certify in the next succeeding monthly Borrowing Base Certificate if possible but, in any event, not later than the second next succeeding monthly Borrowing Base Certificate, provided, however, that the failure to so certify in such second succeeding Borrowing Base Certificate shall be deemed to be a certification by the Company in such certificate that such event is an Event of Loss of the affected Borrowing Base Collateral. The Borrowing Base Certificate that makes such certification shall exclude from the Borrowing Base any Borrowing Base Collateral subject to an Event of Loss, Event of Damage or Repairable Damage, provided, however, that Borrowing Base Collateral that has suffered Repairable Damage shall not be excluded if (A) such Borrowing Base Collateral is covered by insurance which will pay proceeds in at least the amount of the repair costs (net of any permitted self-insurance or deductibles) and the Agent is the loss payee of such insurance pursuant to the terms of the relevant Security Agreement, each as certified by the Company in such Borrowing Base Certificate, and (B) the Company elects to repair such Borrowing Base Collateral as certified in such Borrowing Base Certificate. If such Borrowing Base Certificate shows a Borrowing Base Deficiency, the Company shall make a prepayment (and/or provide collateral) as provided in subsection 2.4B(iii)(1)(a). (d) If an event occurs that could reasonably be expected to cause an Adjustment Event (as reasonably determined by the Company), the Company shall deliver to the Agent a written notice within three (3) Business Days after a Responsible Officer of the Company obtains actual knowledge of such event. Such notice shall identify the location and type (to the extent reasonably possible) of the affected Rotables, describe the event of loss or damage and include an estimate of whether such loss or damage can reasonably be expected to exceed $10,000,000. As soon as it can reasonably determine whether such event is an Adjustment Event but in any event not later than 60 days after the Company's notice of such event, the Company shall deliver to the Agent an updated Borrowing Base Certificate in which the Company shall certify -42- 50 whether or not such event is an Adjustment Event. If the Company fails to deliver such updated Borrowing Base Certificate by such date, it shall be deemed to have delivered an updated Borrowing Base Certificate certifying that such event is an Adjustment Event of the affected Rotables. If such updated Borrowing Base Certificate certifies that an Adjustment Event has occurred, it shall exclude from the Borrowing Base the book value of the Rotables subject to the Adjustment Event and shall specify the amount of such book value excluded for purposes of calculating the Borrowing Base Value of the Rotables. If such updated Borrowing Base Certificate certifies that an Adjustment Event has not occurred, it shall make an appropriate adjustment in the book value of the affected Rotables, as certified in such Borrowing Base Certificate, to take into account the loss or damage to the affected Rotables and shall specify the amount of such adjustment for purposes of calculating the Borrowing Base Value of the Rotables. (For the avoidance of doubt, the Company shall make or not make adjustments to the book value of Rotables subject to events of loss or damage not covered by this subsection 2.4B(iii)(1)(d) in accordance with its normal accounting procedures as applied without regard to the procedures established in this subsection). If such updated Borrowing Base Certificate shows a Borrowing Base Deficiency, the Company shall make a prepayment (and/or provide collateral) as provided in subsection 2.4B(iii)(1)(a). (e) If either (A) a notice of loss or damage delivered by the Company pursuant to subsection 2.4B(iii)(1)(b) or (d) estimates that the applicable loss or damage can reasonably be expected to exceed $10,000,000 or (B) following receipt of notice of loss or damage pursuant to such subsection and consultation with an Approved Appraiser, the Agent reasonably estimates that such loss or damage can reasonably be expected to exceed $10,000,000 and so notifies the Company, the affected Borrowing Base Collateral shall be excluded from the Borrowing Base on an interim basis until delivery of an updated Borrowing Base Certificate pursuant to subsection 2.4B(iii)(1)(b) or (d) determines whether such exclusion shall be permanent, provided, however, that such interim exclusion shall be reversed and not applied in the calculation of any Borrowing Base Deficiency requiring any prepayment under this Agreement and shall be solely for purposes of determining whether the Borrowing Base is sufficient to support the making of additional Revolving Loans or the issuance of Letters of Credit pursuant to the terms of this Agreement. (f) If the Company elects to repair any Borrowing Base Collateral (other than the Hangar) subject to Repairable Damage (g) In any Borrowing Base Certificate delivered as provided in subsection 2.4B(iii)(1)(b) or (c) which requires the exclusion of any Borrowing Base Collateral pursuant to the terms of such subsection, the Company may also request the release of the Lien of the Security Agreement to which such Borrowing Base Collateral is subject and, provided that no Potential Event of Default or Event of Default then exists, as certified by the Company in such Borrowing Base Certificate, and any Borrowing Base Deficiency certified in such Borrowing Base Certificate is timely paid and additional Collateral (if any) is provided as required by subsection 2.4B(iii)(1)(a), the Agent shall release such Lien on such Borrowing Base Collateral simultaneously with the satisfaction of the conditions contained in this subsection 2.4B(iii)(1)(g) by executing and delivering such releases as may be reasonably requested by the Company.

Prepayments Due to Reductions in Borrowing Base. (a) The If at any time there exists a Borrowing Base Deficiency, the Company shall from time to time prepay, without premium or penalty (other than pursuant to subsection 2.6D), amounts outstanding under the Commitments equal Loans in a principal amount sufficient to eliminate the aggregate to the amount of any Borrowing Base Deficiency at such time. Such prepayment shall be effected by the Company prepaying the outstanding principal Deficiency, together with accrued and unpaid interest thereon, provided, that, if no Potential Event of Revolving Loans or Term Loans Default (as the case may be) in the amount other than a Potential Event of Default due to such Borrowing Base Deficiency) or Event of Default shall have then occurred and be continuing, provided, however, that if such prepayment is insufficient pursuant to reduce the Outstanding Amounts to the amount of the Borrowing Base, concurrently therewith subsection 2.10B(ii)(2) the Company shall also provide collateral for any outstanding Letters of Credit by depositing Cash or Permitted Cash Equivalents into the Cash Collateral Account (which collateral when in the Cash Collateral Account shall be includable in the Borrowing Base) in such additional amounts as shall be may pledge Eligible Assets having an aggregate appraised Fair Market Value sufficient to increase eliminate the Borrowing Base to the Outstanding AmountsDeficiency. Such prepayment (and collateral arrangements, if any) shall be made not later than three (3) Business Days following the delivery of (x) a regularly scheduled monthly Borrowing Base Certificate delivered pursuant to subsection 2.10D and/or subsection 2.4B(iii)(1)(c) showing a Borrowing Base Deficiency or (y) an updated Borrowing Base Certificate delivered pursuant to subsection 2.4B(iii)(1)(b2.4B(ii)(1)(b), 2.4B(iii)(1)(d), 3.3(vii2.4B(ii)(1)(c) or 7.11 showing a Borrowing Base Deficiency. (b) In addition to any notice required by subsection 5.1(xii), if an event occurs that could reasonably be expected to cause loss of or substantial damage to Borrowing Base Collateral (excluding Rotables) the Fair Market Value of which exceeds $5,000,000), the Company shall deliver to the Agent a written notice within three (3) Business Days after a Responsible Officer of the Company obtains actual knowledge of such event. Such notice shall identify the specific item(s) of such Borrowing Base Collateral subject to such event of loss or damage, describe the nature of the event of loss or damage and include an estimate of whether such loss or -40- 48 damage can reasonably be expected to exceed $10,000,0001,000,000. As soon as it can reasonably determine whether such event is an Event of Loss, Event of Damage or Repairable Damage with respect to the affected Borrowing Base Collateral but in any event not later than 60 30 days after the Company's notice with respect to such event, the Company shall deliver to the Agent an updated Borrowing Base Certificate in which the Company shall certify that such event is either an Event of Loss, Event of Damage or Repairable Damage, with respect to the item(s) of affected Borrowing Base Collateral. If the Company fails to deliver such updated Borrowing Base Certificate by such date, it shall be deemed to have delivered an updated Borrowing Base Certificate as provided in this subsection 2.4B(iii)(1)(b2.4B(ii)(1)(b) certifying that such event is an Event of Loss of the affected Borrowing Base Collateral. Such updated Borrowing Base Certificate shall exclude from the Borrowing Base any such Borrowing Base Collateral subject to an Event of Loss, Event of Damage or Repairable Damage, provided, however, that (1) any such Borrowing Base Collateral other than the Hangar Maintenance Facility that has suffered Repairable Damage shall not be excluded if (A) such Repairable Damage is covered by insurance which will pay proceeds in at least the amount of the repair costs (net of any permitted self-insurance and deductibles) and the Agent is the loss payee of such insurance pursuant to the terms of the relevant Security Agreement, each as certified by the Company in the updated Borrowing Base Certificate and (B) the Company elects to repair such Borrowing Base Collateral as certified in the updated Borrowing Base Certificate and (2) Borrowing Base Collateral comprising the Hangar Maintenance Facility that has suffered Repairable Damage shall not be excluded and the Borrower shall repair the Hangar Maintenance Facility unless (A) the cost of such repair is likely to exceed $10,000,000 1,000,000 as reasonably estimated by the Company, as certified by the Company in such updated Borrowing Base Certificate, or by the Agent (following consultation, in the case of the Agent, with an Approved Appraiser) by notice delivered by the Agent to the Company and (B) the Repairable Damage is not covered by insurance which will pay proceeds to the Agent, as loss payee, in at least the amount of the repair costs (net of any permitted self-insurance and deductibles), as certified by the Company in such updated Borrowing Base Certificate. If such updated Borrowing Base Certificate shows a Borrowing Base Deficiency, the Company shall make a prepayment (and/or provide collateral) as provided in subsection 2.4B(iii)(1)(a2.4B(ii)(1)(a). (c) If an event occurs that could reasonably be expected to cause loss of or substantial damage to Borrowing Base Collateral (excluding Rotables) the Fair Market Value of which is equal to or -41- 49 less than $5,000,000, the Company shall report such event in the first regularly scheduled monthly Borrowing Base Certificate delivered pursuant to subsection 2.10D following actual knowledge of such event by a Responsible Officer of the Company. Such Borrowing Base Certificate shall identify the specific item(s) of Borrowing Base Collateral subject to such event of loss or damage, and describe the event of loss or damage. The Company shall determine whether such event is an Event of Loss, Event of Damage or Repairable Event with respect to the affected Borrowing Base Collateral as soon as reasonably practicable and shall so certify in the next succeeding monthly Borrowing Base Certificate if possible but, in any event, not later than the second next succeeding monthly Borrowing Base Certificate, provided, however, that the failure to so certify in such second succeeding Borrowing Base Certificate shall be deemed to be a certification by the Company in such certificate that such event is an Event of Loss of the affected Borrowing Base Collateral. The Borrowing Base Certificate that makes such certification shall exclude from the Borrowing Base any Borrowing Base Collateral subject to an Event of Loss, Event of Damage or Repairable Damage, provided, however, that Borrowing Base Collateral that has suffered Repairable Damage shall not be excluded if (A) such Borrowing Base Collateral is covered by insurance which will pay proceeds in at least the amount of the repair costs (net of any permitted self-insurance or deductibles) and the Agent is the loss payee of such insurance pursuant to the terms of the relevant Security Agreement, each as certified by the Company in such Borrowing Base Certificate, and (B) the Company elects to repair such Borrowing Base Collateral as certified in such Borrowing Base Certificate. If such Borrowing Base Certificate shows a Borrowing Base Deficiency, the Company shall make a prepayment (and/or provide collateral) as provided in subsection 2.4B(iii)(1)(a). (d) If an event occurs that could reasonably be expected to cause an Adjustment Event (as reasonably determined by the Company), the Company shall deliver to the Agent a written notice within three (3) Business Days after a Responsible Officer of the Company obtains actual knowledge of such event. Such notice shall identify the location and type (to the extent reasonably possible) of the affected Rotables, describe the event of loss or damage and include an estimate of whether such loss or damage can reasonably be expected to exceed $10,000,0001,000,000. As soon as it can reasonably determine whether such event is an Adjustment Event but in any event not later than 60 30 days after the Company's notice of such event, the Company shall deliver to the Agent an updated Borrowing Base Certificate in which the Company shall certify -42- 50 whether or not such event is an Adjustment Event. If the Company fails to deliver such updated Borrowing Base Certificate by such date, it shall be deemed to have delivered an updated Borrowing Base Certificate certifying that such event is an Adjustment Event of the affected Rotables. If such updated Borrowing Base Certificate certifies that an Adjustment Event has occurred, it shall exclude from the Borrowing Base the book value of the Rotables subject to the Adjustment Event and shall specify the amount of such book value excluded for purposes of calculating the Borrowing Base Value of the Rotables. If such updated Borrowing Base Certificate certifies that an Adjustment Event has not occurred, it shall make an appropriate adjustment in the book value of the affected Rotables, as certified in such Borrowing Base Certificate, to take into account the loss or damage to the affected Rotables and shall specify the amount of such adjustment for purposes of calculating the Borrowing Base Value of the Rotables. (For the avoidance of doubt, the Company shall make or not make adjustments to the book value of Rotables subject to events of loss or damage not covered by this subsection 2.4B(iii)(1)(d2.4B(ii)(1)(c) in accordance with its normal accounting procedures as applied without regard to the procedures established in this subsection). If such updated Borrowing Base Certificate shows a Borrowing Base Deficiency, the Company shall make a prepayment (and/or provide collateral) as provided in subsection 2.4B(iii)(1)(a2.4B(ii)(1)(a). (e) If either (A) a notice of loss or damage delivered by the Company pursuant to subsection 2.4B(iii)(1)(b) or (d) estimates that the applicable loss or damage can reasonably be expected to exceed $10,000,000 or (B) following receipt of notice of loss or damage pursuant to such subsection and consultation with an Approved Appraiser, the Agent reasonably estimates that such loss or damage can reasonably be expected to exceed $10,000,000 and so notifies the Company, the affected Borrowing Base Collateral shall be excluded from the Borrowing Base on an interim basis until delivery of an updated Borrowing Base Certificate pursuant to subsection 2.4B(iii)(1)(b) or (d) determines whether such exclusion shall be permanent, provided, however, that such interim exclusion shall be reversed and not applied in the calculation of any Borrowing Base Deficiency requiring any prepayment under this Agreement and shall be solely for purposes of determining whether the Borrowing Base is sufficient to support the making of additional Revolving Loans or the issuance of Letters of Credit pursuant to the terms of this Agreement. (f) If the Company elects to repair any Borrowing Base Collateral (other than the HangarMaintenance Facility) subject to Repairable DamageDamage and so certifies in any Borrowing Base Certificate or, in the case of the Maintenance Facility only, is required to repair Repairable Damage to the Maintenance Facility, the Company shall complete such repair as soon as reasonably practicable. (ge) In any Borrowing Base Certificate delivered as provided in subsection 2.4B(iii)(1)(b) or (cSubsection 2.4B(ii)(1)(b) which requires the exclusion of any Borrowing Base Collateral pursuant to the terms of such subsectionSubsection, the Company may also request the release of the Lien of the Security Agreement to which such Borrowing Base Collateral is subject and, provided that no Potential Event of Default or Event of Default then exists, as certified by the Company in such Borrowing Base Certificate, and any Borrowing Base Deficiency certified in such Borrowing Base Certificate is timely paid and additional Collateral (if any) is provided as required by subsection 2.4B(iii)(1)(a2.4B(ii)(1)(a), the Agent shall release such Lien on such Borrowing Base Collateral simultaneously with the satisfaction of the conditions contained in this subsection 2.4B(iii)(1)(g2.4B(ii)(1)(e) and the second sentence of subsection 2.10B(ii)(1) by executing and delivering such releases as may be reasonably requested by the Company.

Prepayments Due to Reductions in Borrowing Base. (a) The Company shall from time to time prepay, without premium or penalty (other than pursuant to subsection 2.6D), amounts outstanding under the Commitments equal in the aggregate to the amount of any Borrowing Base Deficiency at such time. Such prepayment shall be effected by the Company prepaying the outstanding principal of Revolving Loans or Term Loans (as the case may be) in the amount of such Borrowing Base Deficiency, provided, however, that if such prepayment is insufficient to reduce the Outstanding Amounts to the amount of the Borrowing Base, concurrently therewith the Company shall also provide collateral for any outstanding Letters of Credit by depositing Cash or Permitted Cash Equivalents into the Cash Collateral Account (which collateral when in the Cash Collateral Account shall be includable in the Borrowing Base) in such additional amounts as shall be sufficient to increase the Borrowing Base to the Outstanding Amounts. Such prepayment (and collateral arrangements, if any) shall be made not later than three (3) Business Days following the delivery of (x) a regularly scheduled monthly Borrowing Base Certificate delivered pursuant to subsection 2.10D and/or subsection 2.4B(iii)(1)(c) showing a Borrowing Base Deficiency or (y) an updated Borrowing Base Certificate delivered pursuant to subsection 2.4B(iii)(1)(b), 2.4B(iii)(1)(d), 3.3(vii3.2A(ii) or 7.11 showing a Borrowing Base Deficiency. (b) In addition to any notice required by subsection 5.1(xii), if an event occurs that could reasonably be expected to cause loss of or substantial damage to Borrowing Base Collateral (excluding Rotables) the Fair Market Value of which exceeds $5,000,000, the Company shall deliver to the Agent a written notice within three (3) Business Days after a Responsible Officer of the Company obtains actual knowledge of such event. Such notice shall identify the specific item(s) of such Borrowing Base Collateral subject to such event of loss or damage, describe the nature of the event of loss or damage and include an estimate of whether such loss or -40- 48 damage can reasonably be expected to exceed $10,000,000. As soon as it can reasonably determine whether such event is an Event of Loss, Event of Damage or Repairable Damage with respect to the affected Borrowing Base Collateral but in any event not later than 60 days after the Company's notice with respect to such event, the Company shall deliver to the Agent an updated Borrowing Base Certificate in which the Company shall certify that such event is either an Event of Loss, Event of Damage or Repairable Damage, with respect to the item(s) of affected Borrowing Base Collateral. If the Company fails to deliver such updated Borrowing Base Certificate by such date, it shall be deemed to have delivered an updated Borrowing Base Certificate as provided in this subsection 2.4B(iii)(1)(b) certifying that such event is an Event of Loss of the affected Borrowing Base Collateral. Such updated Borrowing Base Certificate shall exclude from the Borrowing Base any such Borrowing Base Collateral subject to an Event of Loss, Event of Damage or Repairable Damage, provided, however, that (1) any such Borrowing Base Collateral other than the Hangar that has suffered Repairable Damage shall not be excluded if (A) such Repairable Damage is covered by insurance which will pay proceeds in at least the amount of the repair costs (net of any permitted self-insurance and deductibles) and the Agent is the loss payee of such insurance pursuant to the terms of the relevant Security Agreement, each as certified by the Company in the updated Borrowing Base Certificate and (B) the Company elects to repair such Borrowing Base Collateral as certified in the updated Borrowing Base Certificate and (2) Borrowing Base Collateral comprising the Hangar that has suffered Repairable Damage shall not be excluded and the Borrower shall repair the Hangar unless (A) the cost of such repair is likely to exceed $10,000,000 as reasonably estimated by the Company, as certified by the Company in such updated Borrowing Base Certificate, or by the Agent (following consultation, in the case of the Agent, with an Approved Appraiser) by notice delivered by the Agent to the Company and (B) the Repairable Damage is not covered by insurance which will pay proceeds to the Agent, as loss payee, in at least the amount of the repair costs (net of any permitted self-insurance and deductibles), as certified by the Company in such updated Borrowing Base Certificate. If such updated Borrowing Base Certificate shows a Borrowing Base -35- 43 Deficiency, the Company shall make a prepayment (and/or provide collateral) as provided in subsection 2.4B(iii)(1)(a). (c) If an event occurs that could reasonably be expected to cause loss of or substantial damage to Borrowing Base Collateral (excluding Rotables) the Fair Market Value of which is equal to or -41- 49 less than $5,000,000, the Company shall report such event in the first regularly scheduled monthly Borrowing Base Certificate delivered pursuant to subsection 2.10D following actual knowledge of such event by a Responsible Officer of the Company. Such Borrowing Base Certificate shall identify the specific item(s) of Borrowing Base Collateral subject to such event of loss or damage, and describe the event of loss or damage. The Company shall determine whether such event is an Event of Loss, Event of Damage or Repairable Event with respect to the affected Borrowing Base Collateral as soon as reasonably practicable and shall so certify in the next succeeding monthly Borrowing Base Certificate if possible but, in any event, not later than the second next succeeding monthly Borrowing Base Certificate, provided, however, that the failure to so certify in such second succeeding Borrowing Base Certificate shall be deemed to be a certification by the Company in such certificate that such event is an Event of Loss of the affected Borrowing Base Collateral. The Borrowing Base Certificate that makes such certification shall exclude from the Borrowing Base any Borrowing Base Collateral subject to an Event of Loss, Event of Damage or Repairable Damage, provided, however, that Borrowing Base Collateral that has suffered Repairable Damage shall not be excluded if (A) such Borrowing Base Collateral is covered by insurance which will pay proceeds in at least the amount of the repair costs (net of any permitted self-insurance or deductibles) and the Agent is the loss payee of such insurance pursuant to the terms of the relevant Security Agreement, each as certified by the Company in such Borrowing Base Certificate, and (B) the Company elects to repair such Borrowing Base Collateral as certified in such Borrowing Base Certificate. If such Borrowing Base Certificate shows a Borrowing Base Deficiency, the Company shall make a prepayment (and/or provide collateral) as provided in subsection 2.4B(iii)(1)(a). (d) If an event occurs that could reasonably be expected to cause an Adjustment Event (as reasonably determined by the Company), the Company shall deliver to the Agent a written notice within three (3) Business Days after a Responsible Officer of the Company obtains actual knowledge of such event. Such notice shall identify the location and type (to the extent reasonably possible) of the affected Rotables, describe the event of loss or damage and include an estimate of whether such loss or damage can reasonably be expected to exceed $10,000,000. As soon as it can reasonably determine whether such event is an Adjustment Event but in any event not later than 60 days after the Company's notice of such event, the Company shall deliver to the Agent an updated Borrowing Base Certificate in which the Company shall certify -42- 50 whether or not such event is an Adjustment Event. If the Company fails to deliver such updated Borrowing Base Certificate by such date, it shall be deemed to have delivered an updated Borrowing Base Certificate certifying that such event is an Adjustment Event of the affected Rotables. If such updated Borrowing Base Certificate certifies that an Adjustment Event has occurred, it shall exclude from the Borrowing Base the book value of the Rotables subject to the Adjustment Event and shall specify the amount of such book value excluded for purposes of calculating the Borrowing Base Value of the Rotables. If such updated Borrowing Base Certificate certifies that an Adjustment Event has not occurred, it shall make an appropriate adjustment in the book value of the affected Rotables, as certified in such Borrowing Base Certificate, to take into account the loss or damage to the affected Rotables and shall specify the amount of such adjustment for purposes of calculating the Borrowing Base Value of the Rotables. (For the avoidance of doubt, the Company shall make or not make adjustments to the book value of Rotables subject to events of loss or damage not covered by this subsection 2.4B(iii)(1)(d) in accordance with its normal accounting procedures as applied without regard to the procedures established in this subsection). If such updated Borrowing Base Certificate shows a Borrowing Base Deficiency, the Company shall make a prepayment (and/or provide collateral) as provided in subsection 2.4B(iii)(1)(a).it (e) If either (A) a notice of loss or damage delivered by the Company pursuant to subsection 2.4B(iii)(1)(b) or (d) estimates that the applicable loss or damage can reasonably be expected to exceed $10,000,000 or (B) following receipt of notice of loss or damage pursuant to such subsection and consultation with an Approved Appraiser, the Agent reasonably estimates that such loss or damage can reasonably be expected to exceed $10,000,000 and so notifies the Company, the affected Borrowing Base Collateral shall be excluded from the Borrowing Base on an interim basis until delivery of an updated Borrowing Base Certificate pursuant to subsection 2.4B(iii)(1)(b) or (d) determines whether such exclusion shall be permanent, provided, however, that such interim exclusion shall be reversed and not applied in the calculation of any Borrowing Base Deficiency requiring any prepayment under this Agreement and shall be solely for purposes of determining whether the Borrowing Base is sufficient to support the making of additional Revolving Loans or the issuance of Letters of Credit pursuant to the terms of this Agreement. (f) If the Company elects to repair any Borrowing Base Collateral (other than the HangarMaintenance Facility) subject to Repairable DamageDamage and so certifies in any Borrowing Base Certificate or, in the case of the Maintenance Facility only, is required to repair Repairable Damage to the Maintenance Facility, the Company shall complete such repair as soon as reasonably practicable. (g) In any Borrowing Base Certificate delivered as provided in subsection 2.4B(iii)(1)(b) or (c) which requires the exclusion of any Borrowing Base Collateral pursuant to the terms of such subsection, the Company may also request the release of the Lien of the Security Agreement to which such Borrowing Base Collateral is subject and, provided that no Potential Event of Default or Event of Default then exists, as certified by the Company in such Borrowing Base Certificate, and any Borrowing Base Deficiency certified in such Borrowing Base Certificate is timely paid and additional Collateral (if any) is provided as required by subsection 2.4B(iii)(1)(a), the Agent shall release such Lien on such Borrowing Base Collateral simultaneously with the satisfaction of the conditions contained in this subsection 2.4B(iii)(1)(g) by executing and delivering such releases as may be reasonably requested by the Company.