Common use of Events of Loss Clause in Contracts

Events of Loss. (a) Subject to any intercreditor agreement and the Security Documents, in the event of an Event of Loss with respect to any Collateral, the Issuer, the Co-Issuer or the affected Guarantor, as the case may be, will apply the Net Loss Proceeds from such Event of Loss, within 365 days after receipt, at its option to: (1) repay obligations under any revolving credit facility with the Net Loss Proceeds of borrowing base assets, and effect a permanent reduction in the availability under such revolving credit facility; (2) repay any Indebtedness which was secured by the 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 any Restricted Subsidiary in a Permitted Business, (B) capital expenditures to be used by the Issuer, the Co-Issuer or any Restricted Subsidiary in a Permitted Business, (C) acquisition of Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (D) 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 applied or invested as provided in the Section 4.27(a) will be deemed to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $10.0 million, the 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 “Loss Proceeds Offer”) in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Loss Proceeds at an offer price in cash in an amount equal to 100% of their principal amount plus accrued and unpaid interest to the date of purchase or redemption, as applicable. If the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to purchase the Notes, the Trustee shall select the Notes to be purchased pursuant to the Loss Proceeds Offer on a pro rata basis or on as nearly a pro rata basis as is practicable, subject to the procedures of the Depository Trust Company. (d) The Issuer will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Loss Proceeds Offer, and the relevant provisions of this Indenture will be deemed modified as necessary to permit such compliance.

Events of Loss. (a) Subject to any intercreditor agreement and the Security Documents, in the event of If an Event of Loss with respect occurs prior to any CollateralDelivery of the Aircraft, the Issuer, Lease will immediately terminate and except as expressly stated in the Co-Issuer Lease or the affected Guarantor, as the case may be, will apply the Net Loss Proceeds from such Event of Loss, within 365 days after receipt, at its option to: (1) repay obligations under any revolving credit facility 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 (if any) to Lessee and return to Lessee or agree to the cancellation of any Letter of Credit in respect of the Aircraft, in each case in accordance with the Net Loss Proceeds provisions of borrowing base assets, and effect a permanent reduction in the availability under such revolving credit facility; (2) repay any Indebtedness which was secured by the 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 any Restricted Subsidiary in a Permitted Business, (B) capital expenditures to be used by the Issuer, the Co-Issuer or any Restricted Subsidiary in a Permitted Business, (C) acquisition of Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (D) a combination of (A), (B) and (C)Section 5.11 hereof. (b) Pending If an Event of Loss occurs after Delivery, Lessee will pay the final application Agreed Value to Lessor on or prior to the earlier of any Net (i) sixty (60) days after the Event of Loss Proceeds, and (ii) the Issuer, the Co-Issuer or the affected Guarantor shall deposit such Net Loss Proceeds date of receipt of insurance proceeds in accordance with the Security Documents and the Intercreditor Agreement (if any)respect of that Event of Loss. (c) Any Net Loss Proceeds from an Event Subject to the rights of Loss that are not applied any insurers and reinsurers or invested as provided other third party, upon irrevocable payment in the Section 4.27(a) will be deemed full to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $10.0 million, the 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 Lessor of the Issuer Agreed Value and all other amounts which may be or become payable to Lessor under the provisions of which require the Issuer to redeem Lease, and if Lessee requests such Indebtedness with the Net Loss Proceeds transfer, Lessor will, or will procure that Owner will, without recourse or warranty (or offer to do so) (a “Loss Proceeds Offer”) in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal except as to the amount absence of such Excess Loss Proceeds at an offer price in cash in an amount equal Lessor Liens) transfer to 100% of their principal amount plus accrued Lessee or will procure that Owner transfers to Lessee legal and unpaid interest to the date of purchase or redemption, as applicable. If the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to purchase the Notes, the Trustee shall select the Notes to be purchased pursuant to the Loss Proceeds Offer on a pro rata basis or on as nearly a pro rata basis as is practicablebeneficial title, subject to no Lessor Liens (but otherwise without warranty), to the procedures of the Depository Trust Company. (d) The Issuer will comply with the applicable tender offer rulesAircraft, including Rule 14e-1 under the Exchange Acton 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 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 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 applicable securities laws or regulations Tax Indemnitee in connection with a Loss Proceeds Offerany such transfer; provided that with respect to Taxes, the obligations of Lessee hereunder shall be subject to the exclusions set forth in Section 5.7(c) hereof and to the relevant provisions of this Indenture will be deemed modified as necessary to permit such compliancecontest rights set forth in Section 5.9 above.

Events of Loss. (a) Subject to any intercreditor agreement and the Security Documents, in the event of If an Event of Loss with respect occurs prior to any CollateralDelivery of the Engine, the Issuer, the Co-Issuer or the affected Guarantor, Lease will immediately terminate and except as the case may be, will apply the Net Loss Proceeds from such Event of Loss, within 365 days after receipt, at its option to: (1) repay obligations under any revolving credit facility with the Net Loss Proceeds of borrowing base assets, and effect a permanent reduction expressly stated in the availability under such revolving credit facility; (2) repay Lease neither party will have any Indebtedness which was secured by the 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 (further obligation other than securitiespursuant to Section 5.21 (EXPENSES) to be used by the Issuer, the Coand Section 3 of SCHEDULE 4 (PRE-Issuer or any Restricted Subsidiary in a Permitted Business, (B) capital expenditures to be used by the Issuer, the Co-Issuer or any Restricted Subsidiary in a Permitted Business, (C) acquisition of Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (D) a combination of (ADELIVERY PROCEDURES AND DELIVERY CONDITION REQUIREMENTS), (B) except that Lessor will return any Deposit to Lessee and (C)return to Lessee or cancel any Letter of Credit. (b) Pending If an Event of Loss occurs after Delivery, Lessee shall pay or cause to be paid the final application Agreed Value to Lessor on or prior to the earlier of any Net (i) ninety (90) days after the occurrence of the Event of Loss Proceeds, and (ii) the Issuer, the Co-Issuer or the affected Guarantor shall deposit such Net Loss Proceeds date of receipt of insurance proceeds in accordance with the Security Documents and the Intercreditor Agreement (if any)respect of that Event of Loss. (c) Any Net Loss Proceeds from an Event Subject to the rights of Loss that are not applied any insurers and reinsurers or invested as provided other third party, upon irrevocable payment in the Section 4.27(a) will be deemed full to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $10.0 million, the 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 Lessor of the Issuer Agreed Value and all other amounts which are then due or will thereupon become due to Lessor under the provisions of which require the Issuer to redeem Lease, and if Lessee requests such Indebtedness with the Net Loss Proceeds transfer, Lessor will, or will procure that Owner will, without recourse or warranty (or offer to do so) (a “Loss Proceeds Offer”) in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal except as to the amount absence of such Excess Loss Proceeds at an offer price in cash in an amount equal Lessor's Liens) transfer to 100% of their principal amount plus accrued Lessee or will procure that Owner transfers to Lessee legal and unpaid interest to the date of purchase or redemption, as applicable. If the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to purchase the Notes, the Trustee shall select the Notes to be purchased pursuant to the Loss Proceeds Offer on a pro rata basis or on as nearly a pro rata basis as is practicablebeneficial title, subject to no Lessor's Liens (but otherwise without warranty), to the procedures of the Depository Trust Company. (d) The Issuer will comply with the applicable tender offer rulesEngine, including Rule 14e-1 under the Exchange Acton 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 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 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 applicable securities laws or regulations Tax Indemnitee in connection with a Loss Proceeds Offerany such transfer, and the relevant provisions of this Indenture will be deemed modified as necessary to permit such complianceexcept for Lessor Taxes.

Events of Loss. (a) Subject to any intercreditor agreement and the Security Documents, in the event of If an Event of Loss with respect occurs prior to any CollateralDelivery of the Aircraft, the Issuer, the Co-Issuer or the affected Guarantor, Lease will immediately terminate and except as the case may be, will apply the Net Loss Proceeds from such Event of Loss, within 365 days after receipt, at its option to: (1) repay obligations under any revolving credit facility with the Net Loss Proceeds of borrowing base assets, and effect a permanent reduction expressly stated in the availability under such revolving credit facility; (2) repay Lease neither party will have any Indebtedness which was secured by the 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 (further obligation other than securitiespursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Deposit (if any) to be used by the Issuer, the Co-Issuer Lessee and return to Lessee or cancel any Restricted Subsidiary in a Permitted Business, (B) capital expenditures to be used by the Issuer, the Co-Issuer or any Restricted Subsidiary in a Permitted Business, (C) acquisition Letter of Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (D) a combination of (A), (B) and (C)Credit. (b) Pending If an Event of Loss occurs after Delivery, Lessee will pay the final application Agreed Value to Lessor on or prior to the earlier of any Net (i) sixty (60) days after the Event of Loss Proceeds, and (ii) the Issuer, the Co-Issuer or the affected Guarantor shall deposit such Net Loss Proceeds date of receipt of insurance proceeds in accordance with the Security Documents and the Intercreditor Agreement (if any)respect of that Event of Loss. (c) Any Net Loss Proceeds from an Event Subject to the rights of Loss that are not applied any insurers and reinsurers or invested as provided other third party, upon irrevocable payment in the Section 4.27(a) will be deemed full to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $10.0 million, the 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 Lessor of the Issuer Agreed Value and all other amounts which may be or become payable to Lessor under the provisions of which require the Issuer to redeem Lease, and if Lessee requests such Indebtedness with the Net Loss Proceeds transfer, Lessor will, or will procure that Owner will, without recourse or warranty (or offer to do so) (a “Loss Proceeds Offer”) in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal except as to the amount absence of such Excess Loss Proceeds at an offer price in cash in an amount equal Lessor's Liens) transfer to 100% of their principal amount plus accrued Lessee or will procure that Owner transfers to Lessee or to Lessee's designee legal and unpaid interest to the date of purchase or redemption, as applicable. If the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to purchase the Notes, the Trustee shall select the Notes to be purchased pursuant to the Loss Proceeds Offer on a pro rata basis or on as nearly a pro rata basis as is practicablebeneficial title, subject to no Lessor's Liens (but otherwise without warranty), to the procedures of the Depository Trust Company. (d) The Issuer will comply with the applicable tender offer rulesAircraft, including Rule 14e-1 under the Exchange Acton 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 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 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 applicable securities laws or regulations Tax Indemnitee in connection with a Loss Proceeds Offer, and the relevant provisions of this Indenture will be deemed modified as necessary to permit any such compliancetransfer.

Events of Loss. (a) Subject to any intercreditor agreement and the Security Documents, in the event of If an Event of Loss with respect occurs prior to any CollateralDelivery of the Aircraft, the Issuer, the Co-Issuer or the affected Guarantor, Lease will immediately terminate and except as the case may be, will apply the Net Loss Proceeds from such Event of Loss, within 365 days after receipt, at its option to: (1) repay obligations under any revolving credit facility with the Net Loss Proceeds of borrowing base assets, and effect a permanent reduction expressly stated in the availability under such revolving credit facility; (2) repay Lease neither party will have any Indebtedness which was secured by the 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 (further obligation other than securitiespursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Deposit (if any) to be used by the Issuer, the Co-Issuer Lessee and return to Lessee or cancel any Restricted Subsidiary in a Permitted Business, (B) capital expenditures to be used by the Issuer, the Co-Issuer or any Restricted Subsidiary in a Permitted Business, (C) acquisition Letter of Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (D) a combination of (A), (B) and (C)Credit. (b) Pending If an Event of Loss occurs after Delivery, Lessee will pay the final application Agreed Value to Lessor on or prior to the earlier of any Net (i) sixty (60) days after the Event of Loss Proceeds, and (ii) the Issuer, the Co-Issuer or the affected Guarantor shall deposit such Net Loss Proceeds date of receipt of insurance proceeds in accordance with the Security Documents and the Intercreditor Agreement (if any)respect of that Event of Loss. (c) Any Net Loss Proceeds from an Event Subject to the rights of Loss that are not applied any insurers and reinsurers or invested as provided other third party, upon irrevocable payment in the Section 4.27(a) will be deemed full to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $10.0 million, the 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 Lessor of the Issuer Agreed Value and all other amounts which may be or become payable to Lessor under the provisions of which require the Issuer to redeem Lease, and if Lessee requests such Indebtedness with the Net Loss Proceeds transfer, Lessor will, or will procure that Owner will, without recourse or warranty (or offer to do so) (a “Loss Proceeds Offer”) in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal except as to the amount absence of such Excess Loss Proceeds at an offer price in cash in an amount equal Lessor's Liens) transfer to 100% of their principal amount plus accrued Lessee or will procure that Owner transfers to Lessee or to Lessee's designee legal and unpaid interest to the date of purchase or redemption, as applicable. If the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to purchase the Notes, the Trustee shall select the Notes to be purchased pursuant to the Loss Proceeds Offer on a pro rata basis or on as nearly a pro rata basis as is practicablebeneficial title, subject to no Lessor's Liens (but otherwise without warranty), to the procedures of the Depository Trust Company. (d) The Issuer will comply with the applicable tender offer rulesAircraft, including Rule 14e-1 under the Exchange Acton an AS IS, WHERE IS basis, and will 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 public record or otherwise) such transfer, free and clear of 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 applicable securities laws or regulations Tax Indemnitee in connection with a Loss Proceeds Offer, and the relevant provisions of this Indenture will be deemed modified as necessary to permit any such compliancetransfer.

Events of Loss. (a) If an Event of Loss occurs with respect to the Aircraft prior to delivery of the Aircraft 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 amount of any Aircraft Deposit paid under this Agreement; and (b) If an Event of Loss occurs with respect to the Aircraft after delivery of the Aircraft to Lessee, Lessee will pay the Agreed Value to Lessor on or prior to the later of (i) five (5) Business Days after the Event of Loss and (ii) the date of receipt of insurance proceeds in respect of that Event of Loss, but no later than sixty (60) days after the Event of Loss occurs. Subject to the rights of any intercreditor agreement 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 bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) the transfer and the Security Documentsvesting of Lessor's rights in such Parts in Lessee, free and clear of all rights of Lessor and Lessor Liens. (c) If an Event of Loss occurs with respect to an Engine under circumstances in the event of which there has not occurred an Event of Loss with respect to the Aircraft: (i) Lessee shall forthwith (and in any Collateralevent 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 Issuer, recovery of any and all proceeds of insurance applicable thereto. (ii) Subject to satisfaction of the Co-Issuer or the affected Guarantorconditions set forth in Clause (iii) below, as soon as practicable but in no event later than sixty (60) days after the case may be, will apply the Net Loss Proceeds from occurrence of such Event of Loss, within 365 days after receipt, at its option to: Lessor shall substitute a Replacement Engine (1as defined herein) repay obligations under any revolving credit facility with for the Net Loss Proceeds of borrowing base assets, and effect a permanent reduction in the availability under such revolving credit facility; (2) repay any Indebtedness which was secured by the assets Engine as to which such Event of Loss related; and/or (3) invest all or any 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 Net Loss Proceeds in 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 (A) including appropriate filings with the purchase of assets (other than securitiesFAA's Aircraft Registry) to be used evidence such substitution of the Engine in question by the Issuer, the Co-Issuer or any Restricted Subsidiary in a Permitted Business, (B) capital expenditures to be used by the Issuer, the Co-Issuer or any Restricted Subsidiary in a Permitted Business, (C) acquisition of Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (D) a combination of (A), (B) and (C)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) Pending the final application of any Net Loss Proceeds, the Issuer, the Co-Issuer or the affected Guarantor Sections 13.1(h)-(1) shall deposit such Net Loss Proceeds in accordance with the Security Documents have occurred and the Intercreditor Agreement (if any)be continuing. (civ) Any Net Loss Proceeds from For purposes of this Section 11.1(c), the term "Replacement Engine means a Prat▇ ▇▇▇ Whit▇▇▇ ▇▇▇el JT8D-9A engine (or an engine of the same manufacturer of a comparable or improved model that is suitable and certificated by 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 Event of Loss that are not applied or invested as provided in the Section 4.27(a) will be deemed to constitute “Excess Loss ProceedsLoss.” When the aggregate amount of Excess Loss Proceeds exceeds $10.0 million, the 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 “Loss Proceeds Offer”) in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Loss Proceeds at an offer price in cash in an amount equal to 100% of their principal amount plus accrued and unpaid interest to the date of purchase or redemption, as applicable. If the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to purchase the Notes, the Trustee shall select the Notes to be purchased pursuant to the Loss Proceeds Offer on a pro rata basis or on as nearly a pro rata basis as is practicable, subject to the procedures of the Depository Trust Company. (d) The Issuer will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Loss Proceeds Offer, and the relevant provisions of this Indenture will be deemed modified as necessary to permit such compliance.

Events of Loss. (a) Subject to any intercreditor agreement and In the Security Documents, in the event case of an Event of Loss with respect to any Collateral, the Issuer, the Co-Issuer Company or the affected Subsidiary Guarantor, as the case may be, will shall, within 365 days after receipt of the Net Loss Proceeds, apply the Net Loss Proceeds from such Event of Loss, within 365 days after receipt, Loss at its option tooption: (1) repay obligations to the 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 Company or a Restricted Subsidiary); provided that if the Company or any Subsidiary Guarantor shall so reduce Obligations under any revolving credit facility 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 this Indenture and applicable securities law or (y) make an offer (in accordance with the Net procedures for a Loss Proceeds Offer set forth in Section 1020(c)) to all Holders to purchase their Notes at 100% of borrowing base assetsthe principal amount thereof, plus the amount of accrued and effect a permanent reduction in unpaid interest, if any, on the availability under such revolving credit facility;principal amount of Notes to be repurchased; or (2) repay any Indebtedness which was secured by to the assets to which extent such Net Proceeds are from an Event of Loss relatedwith 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); and/orprovided 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) invest all or any part of the Net Loss Proceeds to make an investment in (A) any one or more businesses; provided that such investment in any business is in the purchase form of assets (other than securities) to be used by the Issuer, acquisition of Capital Stock and results in the Co-Issuer Company or any Restricted Subsidiary in owning an amount of the Capital Stock of such business such that it constitutes a Permitted BusinessRestricted Subsidiary; provided, further. that such Capital Stock constitutes Collateral, (B) capital expenditures to be used by the Issuer, the Co-Issuer or any Restricted Subsidiary in a Permitted Businessproperties that constitute Collateral, (C) acquisition of Qualified Equity Interests in a Person capital expenditures on or related to assets that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or constitute Collateral and (D) a combination acquisitions of other assets that constitute Collateral, that in each of subclause (A), (B), (C) and (CD) of this clause (2), are used or useful in a Similar Business or replace the businesses, properties and assets that are the subject of such Event of Loss; or (4) any combination of the foregoing. (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 any Event of Loss that are not invested or applied or invested as provided in accordance with the Section 4.27(aforegoing clause (a) within 365 days from the date of 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 $10.0 35.0 million, the Issuer will be required to Company shall make an offer to purchase from all Holders and, if applicablerequired by the terms of any Other Second-Priority Obligations, redeem to the holders of such Other Second-Priority Obligations (or make an offer other than with respect 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 soHedging Obligations) (a “Loss Proceeds Offer”) in an to purchase the maximum aggregate principal amount of Notes and such Pari Passu Indebtedness Other Second-Priority Obligations that is in an amount equal to at least $2,000 that may be purchased out of the amount of such Excess Loss Proceeds at an offer price in cash in an amount equal to 100% of their 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 purchase such offer, in accordance with the procedures set forth in this Indenture. 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 redemptionelectronically sending the notice required pursuant to the terms of this Indenture, as applicablewith a copy to the Trustee. The Company may satisfy the foregoing obligations with respect to any Excess Loss Proceeds from an Event of Loss by 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 any remaining Excess Loss Proceeds for general corporate purposes (including for the avoidance of doubt, pursuant to Section 1010 of this Indenture, if available), subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and/or the Other Second-Priority Obligations surrendered by Holders such holders thereof exceeds the amount of Excess Loss Proceeds, the Trustee 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, at the election of the Company, the accreted value or principal amount of the Notes or such Other Second-Priority Obligations tendered. Upon completion of any such Loss Proceeds Offer, the amount of Excess Loss Proceeds related to such Loss Proceeds Offer shall be used reset at zero, and in the case of a Loss Proceeds Offer being effected in advance of being required to purchase the Notesdo so by this Indenture, the Trustee 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 Excess Loss Proceeds pursuant to this Section 1020 and in a manner that is otherwise permitted by this Indenture, when the amount of any Excess Loss Proceeds exceeds $10 million, the Company or the applicable Subsidiary Guarantor shall deposit such Excess Loss Proceeds into the Collateral Account; provided that upon the occurrence and during the continuance of a Default, all such Excess Loss Proceeds shall be deposited into and remain in the Collateral Account pending the final application of any Excess Loss Proceeds pursuant to this Section 1020 and in a manner that is otherwise permitted by this Indenture. (f) The Company 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 Notes pursuant to a Loss Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations 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 purchased 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 on a pro rata basis or on as nearly a pro rata basis as is practicableshall be accepted for payment, subject to prorating if the procedures aggregate principal amount of Notes tendered is greater than the amount of the Depository Trust 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 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 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 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 Notes or portions thereof have been tendered to and purchased by the Company. (dk) The Issuer will comply with Paying Agent shall promptly mail to each Holder the applicable tender offer rules, including Rule 14e-1 under payment for such Notes in respect of the Exchange Act, and any other applicable securities laws or regulations in connection with a Loss Proceeds Offer, and the relevant provisions Trustee shall promptly authenticate and mail to each Holder a new Note equal in principal amount to any unpurchased portion of this Indenture will the Notes surrendered, if any; provided that each such new Note shall be deemed modified 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 necessary soon as practicable after the Event of Loss Payment Date. Subject to permit 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 compliancecash unless directed by the Company in writing and such investment shall be mutually acceptable to the Trustee and the Company.

Events of Loss. (a) Subject to any intercreditor agreement and the Security Documents, in the event of If an Event of Loss with respect occurs prior to any CollateralDelivery of the Aircraft, the Issuer, Lease will immediately terminate and except as expressly stated in the Co-Issuer Lease or the affected Guarantor, as the case may be, will apply the Net Loss Proceeds from such Event of Loss, within 365 days after receipt, at its option to: (1) repay obligations under any revolving credit facility 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 be payable to Lessee pursuant to the Net Loss Proceeds of borrowing base assetsAircraft Lease Agreement, and effect a permanent reduction in the availability under such revolving credit facility; (2) repay return to Lessee or cancel any Indebtedness which was secured by the assets to which Event Letter 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 any Restricted Subsidiary in a Permitted Business, (B) capital expenditures to be used by the Issuer, the Co-Issuer or any Restricted Subsidiary in a Permitted Business, (C) acquisition of Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (D) a combination of (A), (B) and (C)Credit. (b) Pending If an Event of Loss occurs after Delivery, Lessee will pay the final application Agreed Value to Lessor on or prior to the earlier of any Net (i) one hundred twenty (120) days after the Event of Loss Proceeds, and (ii) within two (2) Business Days after the Issuer, the Co-Issuer or the affected Guarantor shall deposit such Net Loss Proceeds date of receipt of insurance proceeds in accordance with the Security Documents and the Intercreditor Agreement (if any)respect of that Event of Loss. (c) Any Net Loss Proceeds from an Event of Loss that are not applied or invested as provided Upon irrevocable payment in the Section 4.27(a) will be deemed full to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $10.0 million, the 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 Lessor of the Issuer Agreed Value and all other amounts which are then due and payable to Lessor under the provisions of which require the Issuer to redeem such Indebtedness with the Net Loss Proceeds Lease, Lessor will, or will procure that Owner will, without recourse or warranty (or offer to do so) (a “Loss Proceeds Offer”) in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal except as to the amount absence of such Excess Loss Proceeds at an offer price in cash in an amount equal Lessor Liens) transfer to 100% of their principal amount plus accrued Lessee or its designee or will procure that Owner transfers to Lessee or its designee legal and unpaid interest to the date of purchase or redemption, as applicable. If the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to purchase the Notes, the Trustee shall select the Notes to be purchased pursuant to the Loss Proceeds Offer on a pro rata basis or on as nearly a pro rata basis as is practicablebeneficial title, subject to no Lessor Liens (but otherwise without warranty), to the procedures 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 bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the Depository Trust Companypublic record or otherwise) such transfer, free and clear of all rights of Lessor and Owner and Lessor Liens. (d) The Issuer will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Loss Proceeds Offer, and the relevant provisions of this Indenture will be deemed modified as necessary to permit such compliance.

Events of Loss. (a) Subject to any intercreditor agreement and the Security Documents, in the event of If an Event of Loss with respect occurs prior to any CollateralDelivery of the Aircraft, the Issuer, the Co-Issuer or the affected Guarantor, Lease will immediately terminate and except as the case may be, will apply the Net Loss Proceeds from such Event of Loss, within 365 days after receipt, at its option to: (1) repay obligations under any revolving credit facility with the Net Loss Proceeds of borrowing base assets, and effect a permanent reduction expressly stated in the availability under such revolving credit facility; (2) repay Lease neither party will have any Indebtedness which was secured by the 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 (further obligation other than securitiespursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Deposit (if any) to be used by the Issuer, the Co-Issuer Lessee and return to Lessee or Cancel any Restricted Subsidiary in a Permitted Business, (B) capital expenditures to be used by the Issuer, the Co-Issuer or any Restricted Subsidiary in a Permitted Business, (C) acquisition Letter of Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (D) a combination of (A), (B) and (C)Credit. (b) Pending If an Event of Loss occurs after Delivery, Lessee will pay the final application Agreed Value to Lessor on or prior to the earlier of any Net (i) sixty (60) days after the Event of Loss Proceeds, and (ii) the Issuer, the Co-Issuer or the affected Guarantor shall deposit such Net Loss Proceeds date of receipt of insurance proceeds in accordance with the Security Documents and the Intercreditor Agreement (if any)respect of that Event of Loss. (c) Any Net Loss Proceeds from an Event Subject to the rights of Loss that are not applied any insurers and reinsurers or invested as provided other third party, upon irrevocable payment in the Section 4.27(a) will be deemed full to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $10.0 million, the 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 Lessor of the Issuer Agreed Value and all other amounts which may be or become payable to Lessor under the provisions of which require the Issuer to redeem Lease, and if Lessee requests such Indebtedness with the Net Loss Proceeds transfer, Lessor will, or will procure that Owner will, without recourse or warranty (or offer to do so) (a “Loss Proceeds Offer”) in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal except as to the amount absence of such Excess Loss Proceeds at an offer price in cash in an amount equal Lessor's Liens) transfer to 100% of their principal amount plus accrued Lessee or will procure that Owner transfers to Lessee or to Lessee's designee legal and unpaid interest to the date of purchase or redemption, as applicable. If the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to purchase the Notes, the Trustee shall select the Notes to be purchased pursuant to the Loss Proceeds Offer on a pro rata basis or on as nearly a pro rata basis as is practicablebeneficial title, subject to no Lessor's Liens (but otherwise without warranty), to the procedures of the Depository Trust Company. (d) The Issuer will comply with the applicable tender offer rulesAircraft, including Rule 14e-1 under the Exchange Acton 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 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 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 applicable securities laws or regulations Tax Indemnitee in connection with a Loss Proceeds Offer, and the relevant provisions of this Indenture will be deemed modified as necessary to permit any such compliancetransfer.

Events of Loss. (a) Subject to any intercreditor agreement and the Security DocumentsOwner shall notify Purchaser as soon as practicable, but in the no event later than ten (10) days, after Owner becomes aware of an Event of a Loss with respect to any Collateral, the Issuer, the Co-Issuer or the affected Guarantor, as the case may be, will apply the Net Loss Proceeds from such Event of Loss, within 365 days after receipt, at its option to: (1) repay obligations under any revolving credit facility with the Net Loss Proceeds of borrowing base assets, and effect a permanent reduction in the availability under such revolving credit facility; (2) repay any Indebtedness which was secured by the 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 any Restricted Subsidiary in a Permitted Business, (B) capital expenditures to be used by the Issuer, the Co-Issuer or any Restricted Subsidiary in a Permitted Business, (C) acquisition of Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (D) a combination of (A), (B) and (C)Occurrence. (b) Pending The following provisions shall apply in the final application event of 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 all projected Reconstruction Costs associated with such Loss Occurrence. (ii) Subject to Purchaser's termination rights under Section 3.3.6 or Section 3.3.8, as applicable, and the rights of any Net Loss ProceedsFinancing Party, Owner shall reconstruct or otherwise repair the Northern Pass Transmission Line in a manner consistent with Owner's rights and obligations under Section 5.1.2(a)(i) and Section 5.2.4(a); provided, however, that Owner shall not commence with such reconstruction or repair prior to the sixty-first (61st) day after the receipt by Purchaser's Manager of the proposed Construction Budget and Schedule described in clause (b)(i) above, unless the Management Committee shall have approved, or Purchaser shall have agreed in writing to reimburse Owner for, the Issuer, the Co-Issuer costs associated therewith. Any delays in reconstruction or the affected Guarantor shall deposit such Net Loss Proceeds in accordance repair due to Owner's compliance with the Security Documents and proviso to the Intercreditor Agreement first sentence of this clause (if any)b)(ii) shall not constitute a violation of Good Utility Practice. (c) Any Net Loss Proceeds from an Event of Loss that are not applied or invested as provided The following provisions shall apply in the event of a Loss Occurrence during the Operation 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 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 the date of such Loss Occurrence (the "Rate Base Calculation"). At the request of Purchaser's Manager, Owner shall provide the Management Committee with access to, and 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 whole or in part. If an Impasse occurs with respect to the proposed Reconstruction Plan (or any part thereof), then the Impasse shall not be resolved under the dispute resolution provisions herein, and instead, subject to Purchaser's termination rights under Section 4.27(a) will 3.3.9 or Section 3.3.10, as applicable, the proposed Reconstruction Plan, with any changes agreed upon by the Management Committee, shall be deemed to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $10.0 million, the 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 “Loss Proceeds Offer”A) in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to effect upon the amount sixty-first (61st) day after the receipt by Purchaser's 1014917.31-D.C. Server 1A - MSW Manager of such Excess Loss Proceeds at an offer price in cash in an amount equal Reconstruction Plan and Rate Base Calculation and (B) approved by the Management Committee as of such date for purposes of Section 8.1.4(c)(i). (iii) Subject to 100% of their principal amount plus accrued and unpaid interest to the date of purchase Purchaser's termination rights under Section 3.3.9 or redemptionSection 3.3.10, as applicable. If , and the aggregate principal amount rights of Notes surrendered 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, however, that Owner shall not commence with such reconstruction or repair prior to the sixty-first (61st) day after the receipt by Holders exceeds Purchaser's Manager of the Excess Loss Proceeds proposed Reconstruction Plan and the Rate Base Calculation described in clause (c)(i) above, unless the Management Committee shall have approved, or Purchaser shall have agreed in writing to be used to purchase the Notesreimburse Owner for, the Trustee shall select costs associated therewith. Any delays in reconstruction or repair due to Owner's compliance with the Notes to be purchased pursuant proviso to the Loss Proceeds Offer on first sentence of this clause (c)(iii) shall not constitute a pro rata basis or on as nearly a pro rata basis as is practicable, subject to the procedures violation of the Depository Trust CompanyGood Utility Practice. (div) The Issuer will comply Owner shall use commercially reasonable efforts not to exceed the budgeted amounts set forth in the Reconstruction Plan; provided, however, that, consistent with the applicable tender offer rulesSection 16.2(b), including Rule 14e-1 all Reconstruction Costs, whether or not set forth in such Reconstruction Plan, shall be recoverable under the Exchange Act, and any other applicable securities laws or regulations Formula Rate in connection accordance with a Loss Proceeds Offer, and the relevant provisions of this Indenture will be deemed modified as necessary to permit such complianceArticle 8.

Events of Loss. (a) Subject to any intercreditor agreement and the Security Documents, in In the event of an Event of Loss with respect to any Collateral, the Issuer, the Co-Issuer or the affected Guarantor, as the case may be, will shall apply the Net Loss Proceeds from such Event of Loss, within 365 days after receipt, at its option option, to: (1) repay obligations under any revolving credit facility with the rebuilding, repair, replacement or construction of improvements to the affected property within two years after receipt of such Net Loss Proceeds, (2) the acquisition of or investment in Replacement Assets within one year after receipt of such Net Loss Proceeds of borrowing base assets, and effect a permanent reduction in the availability under such revolving credit facility; (2) repay any Indebtedness which was secured by the assets to which Event of Loss related; and/or or (3) invest all or any part a redemption of the Net Loss Proceeds Securities and any Parity Lien Indebtedness on a pro rata basis pursuant to an Offer to Purchase on the terms described in (A) the purchase of assets (other than securities) to be used by the Issuer, the Co-Issuer or any Restricted Subsidiary in a Permitted Business, (B) capital expenditures to be used by the Issuer, the Co-Issuer or any Restricted Subsidiary in a Permitted Business, (C) acquisition of Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (D) a combination of (A), (B) and (C). clause (b) below. 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)Collateral Account. (cb) Any Net Loss Proceeds from an Event of Loss that are not applied or invested as provided in the Section 4.27(aclause (a) will 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 $10.0 million15,000,000, the Issuer will be required shall commence, not later than the last Business Day of such month, and consummate an Offer to make an offer to purchase Purchase from all the Holders andand holders of any Parity Lien Indebtedness outstanding at such time, 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) (on a “Loss Proceeds Offer”) in pro rata basis an aggregate principal amount of Notes Securities and Parity Lien Indebtedness outstanding at such Pari Passu Indebtedness time, equal to the amount of such Excess Loss Proceeds on such date, at an offer a purchase price in cash in an amount equal to 100% of their 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 or redemption, as applicable. If the aggregate principal amount of Notes surrendered by Holders exceeds the extent that any Excess Loss Proceeds remain after consummation of an Event of Loss Offer to be used to purchase the NotesPurchase, the Trustee shall select the Notes to be purchased pursuant to the Issuer may use those Excess Loss Proceeds Offer on a pro rata basis or on as nearly a pro rata basis as is practicable, subject to for any purpose not otherwise prohibited by this Indenture and the procedures amount of the Depository Trust Company. (d) The Issuer will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Excess Loss Proceeds Offer, and the relevant provisions of this Indenture will shall be deemed modified as necessary reset to permit such compliancezero.

Events of Loss. (a) Subject to any intercreditor agreement and the Security Documents, in the event of If an Event of Loss with respect occurs prior to any CollateralDelivery of the Engine, the Issuer, Lease will immediately terminate and except as expressly stated in the Co-Issuer Lease or the affected Guarantor, as the case may be, will apply the Net Loss Proceeds from such Event of Loss, within 365 days after receipt, at its option to: (1) repay obligations under any revolving credit facility 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 be payable to Lessee pursuant to the Net Loss Proceeds of borrowing base assetsEngine Lease Agreement, and effect a permanent reduction in the availability under such revolving credit facility; (2) repay return to Lessee or cancel any Indebtedness which was secured by the assets to which Event Letter 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 any Restricted Subsidiary in a Permitted Business, (B) capital expenditures to be used by the Issuer, the Co-Issuer or any Restricted Subsidiary in a Permitted Business, (C) acquisition of Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (D) a combination of (A), (B) and (C)Credit. (b) Pending If an Event of Loss occurs after Delivery, Lessee will at Lessee’s option (x) pay the final application Agreed Value to Lessor on or prior to the earlier of (i) one hundred twenty (120) days after the Event of Loss and (ii) within two (2) Business Days after the date of receipt of insurance proceeds in respect of 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 pay to Lessee the amount of any Net Loss Proceedsproceeds received by Lessor under the Insurance policies maintained by Lessee hereunder. For the avoidance of doubt, if Lessee exercises its option to replace the Engine pursuant to Sections 8.11(a) and (b) in an Event of Loss, the Issuer, Term of the Co-Issuer or Lease shall continue until the affected Guarantor shall deposit such Net Loss Proceeds in accordance with the Security Documents and the Intercreditor Agreement (if any)Scheduled Expiry Date. (c) Any Net Loss Proceeds from an Event of Loss that are not applied or invested as provided Upon irrevocable payment in the Section 4.27(a) will be deemed full to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $10.0 million, the 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 Lessor of the Issuer Agreed Value and all other amounts which are then due and payable to Lessor under the provisions of which require the Issuer to redeem such Indebtedness with the Net Loss Proceeds Lease, Lessor will, or will procure that Owner will, without recourse or warranty (or offer to do so) (a “Loss Proceeds Offer”) in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal except as to the amount absence of such Excess Loss Proceeds at an offer price in cash in an amount equal Lessor Liens) transfer to 100% of their principal amount plus accrued Lessee or its designee or will procure that Owner transfers to Lessee or its designee legal and unpaid interest to the date of purchase or redemption, as applicable. If the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to purchase the Notes, the Trustee shall select the Notes to be purchased pursuant to the Loss Proceeds Offer on a pro rata basis or on as nearly a pro rata basis as is practicablebeneficial title, subject to no Lessor Liens (but otherwise without warranty), to the procedures 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 sale and other documents and instruments as Lessee may reasonably request to evidence (on the Depository Trust Companypublic record or otherwise) such transfer, free and clear of all rights of Lessor and Owner and Lessor Liens. (d) The Issuer will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Loss Proceeds Offer, and the relevant provisions of this Indenture will be deemed modified as necessary to permit such compliance.

Events of Loss. (a) Subject to any intercreditor agreement and the Security Documents, in the event of If an Event of Loss with respect occurs prior to any CollateralDelivery of the Engine, the Issuer, the Co-Issuer or the affected Guarantor, Lease will immediately terminate and except as the case may be, will apply the Net Loss Proceeds from such Event of Loss, within 365 days after receipt, at its option to: (1) repay obligations under any revolving credit facility with the Net Loss Proceeds of borrowing base assets, and effect a permanent reduction expressly stated in the availability under such revolving credit facility; (2) repay Lease neither party will have any Indebtedness which was secured by the 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 (further obligation other than securitiespursuant to Section 5.21 (Expenses) to be used by the Issuer, the Coand Section 3 of Schedule 4 (Pre-Issuer or any Restricted Subsidiary in a Permitted Business, (B) capital expenditures to be used by the Issuer, the Co-Issuer or any Restricted Subsidiary in a Permitted Business, (C) acquisition of Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (D) a combination of (ADelivery Procedures and Delivery Condition Requirements), (B) except that Lessor will return any Deposit to Lessee and (C)return to Lessee or cancel any Letter of Credit. (b) Pending If an Event of Loss occurs after Delivery, Lessee will pay the final application Agreed Value to Lessor on or prior to the earlier of any Net (i) thirty (30) days after the Event of Loss Proceeds, and (ii) the Issuer, the Co-Issuer or the affected Guarantor shall deposit such Net Loss Proceeds date of receipt of insurance proceeds in accordance with the Security Documents and the Intercreditor Agreement (if any)respect of that Event of Loss. (c) Any Net Loss Proceeds from an Event Subject to the rights of Loss that are not applied any insurers and reinsurers or invested as provided other third party, upon irrevocable payment in the Section 4.27(a) will be deemed full to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $10.0 million, the 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 Lessor of the Issuer Agreed Value and all other amounts which may be or become payable to Lessor under the provisions of which require the Issuer to redeem Lease, and if Lessee requests such Indebtedness with the Net Loss Proceeds transfer, Lessor will, or will procure that Owner will, without recourse or warranty (or offer to do so) (a “Loss Proceeds Offer”) in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal except as to the amount absence of such Excess Loss Proceeds at an offer price in cash in an amount equal Lessor’s Liens) transfer to 100% of their principal amount plus accrued Lessee or will procure that Owner transfers to Lessee legal and unpaid interest to the date of purchase or redemption, as applicable. If the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to purchase the Notes, the Trustee shall select the Notes to be purchased pursuant to the Loss Proceeds Offer on a pro rata basis or on as nearly a pro rata basis as is practicablebeneficial title, subject to no Lessor’s Liens (but otherwise without warranty), to the procedures of the Depository Trust Company. (d) The Issuer will comply with the applicable tender offer rulesEngine, including Rule 14e-1 under the Exchange Acton 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 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 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 applicable securities laws or regulations Tax Indemnitee in connection with a Loss Proceeds Offerany such transfer, and the relevant provisions of this Indenture will be deemed modified as necessary to permit such complianceexcept for Lessor Taxes.

Events of Loss. (a) Subject to any intercreditor agreement and the Security Documents, in the event of If an Event of Loss with respect occurs prior to any CollateralDelivery of the Aircraft, the Issuer, the Co-Issuer or the affected Guarantor, Lease will immediately terminate and except as the case may be, will apply the Net Loss Proceeds from such Event of Loss, within 365 days after receipt, at its option to: (1) repay obligations under any revolving credit facility with the Net Loss Proceeds of borrowing base assets, and effect a permanent reduction expressly stated in the availability under such revolving credit facility; (2) repay Lease neither party will have any Indebtedness which was secured by the 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 (further obligation other than securitiespursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Deposit (if any) to be used by the Issuer, the Co-Issuer Lessee and return to Lessee or cancel any Restricted Subsidiary in a Permitted Business, (B) capital expenditures to be used by the Issuer, the Co-Issuer or any Restricted Subsidiary in a Permitted Business, (C) acquisition Letter of Qualified Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (D) a combination of (A), (B) and (C)Credit. (b) Pending If an Event of Loss occurs after Delivery, Lessee will pay the final application Agreed Value to Lessor on or prior to the earlier of any Net (i) sixty (60) days after the Event of Loss Proceeds, and (ii) the Issuer, the Co-Issuer or the affected Guarantor shall deposit such Net Loss Proceeds date of receipt of insurance proceeds in accordance with the Security Documents and the Intercreditor Agreement (if any)respect of that Event of Loss. (c) Any Net Loss Proceeds from an Event Subject to the rights of Loss that are not applied any insurers and reinsurers or invested as provided other third party, upon irrevocable payment in the Section 4.27(a) will be deemed full to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $10.0 million, the 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 Lessor of the Issuer Agreed Value and all other amounts which may be or become payable to Lessor under the provisions of which require the Issuer to redeem Lease, and if Lessee requests such Indebtedness with the Net Loss Proceeds transfer, Lessor will, or will procure that Owner will, without recourse or warranty (or offer to do so) (a “Loss Proceeds Offer”) in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal except as to the amount absence of such Excess Loss Proceeds at an offer price in cash in an amount equal Lessor's Liens) transfer to 100% of their principal amount plus accrued Lessee or will procure that Owner transfers to Lessee or to Lessee's designee legal and unpaid interest to the date of purchase or redemption, as applicable. If the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to purchase the Notes, the Trustee shall select the Notes to be purchased pursuant to the Loss Proceeds Offer on a pro rata basis or on as nearly a pro rata basis as is practicablebeneficial title, subject to no Less or's Liens (but otherwise without warranty), to the procedures of the Depository Trust Company. (d) The Issuer will comply with the applicable tender offer rulesAircraft, including Rule 14e-1 under the Exchange Acton 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 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 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 applicable securities laws or regulations Tax Indemnitee in connection with a Loss Proceeds Offer, and the relevant provisions of this Indenture will be deemed modified as necessary to permit any such compliancetransfer.