Common use of Aircraft Operations Clause in Contracts

Aircraft Operations. (a) The Company has previously made available to Parent a list of each aircraft owned or leased by the Company or any of its Subsidiaries as of December 31, 2019 (each, an “Aircraft”), including the manufacturer, model, aircraft registration number and manufacturing year of each such Aircraft. (b) Except as set forth on Section 4.19(b) of the Company Disclosure Letter: (i) To the Knowledge of the Company, each current employee of the Company or any of its Subsidiaries currently providing any flight, maintenance, operation or handling of Aircraft has all material required permits, certifications, training or competencies to provide such flight, maintenance, operation or handling; (ii) All Aircraft are properly registered on the FAA aircraft registry (or other applicable Governmental Entity registry) and have a validly issued FAA standard certificate of airworthiness (or equivalent certificate from the applicable Governmental Entity) without limitations of any kind that is in full force and effect (except for the period of time any Aircraft may be out of service and such certificate is suspended in connection therewith); (iii) Upon acquisition or lease by the Company or any of its Subsidiaries, all Aircraft have been, are being or, with respect to Aircraft leased or subleased to another Person, are required to be, maintained in all material respects according to applicable regulatory standards and the maintenance program of the aircraft operator approved by the FAA or the applicable Governmental Entity; (iv) All records required to be maintained for each Aircraft (including, where applicable, back to birth records) are correct and complete in all material respects and are currently in the possession of the Company or a Subsidiary of the Company (or, in the case of Aircraft leased from a third party, being maintained in compliance with the terms (or waivers thereof) of the related lease); (v) Neither the Company nor any of its Subsidiaries is a party to any interchange or pooling agreements with respect to any Aircraft; and (vi) No Aircraft is subleased to or otherwise in the possession of another air carrier or another Person other than the Company, a Subsidiary of the Company or a Company Joint Venture, to operate such Aircraft in air transportation or otherwise. (c) Section 4.19(c) of the Company Disclosure Letter sets forth a true and complete list of each certificate issued to the Company or any of its Subsidiaries pursuant to any FAR section and the associated operations specifications thereunder. The Company is, and at Closing shall be, a “Citizen of the United States” as defined in 49 USC § 40102(a)(15)(C). The Company or a Subsidiary of the Company holds (A) a valid and current Air Carrier Certificate pursuant to FAR Part 135 and Air Taxi Operator exemption authority under FAR Part 298, (B) a valid and current Operating Certificate pursuant to FAR Part 133 and (C) a valid and current Air Agency Certificate pursuant to FAR Part 145. (d) Section 4.19(d) of the Company Disclosure Letter sets forth a true and complete list of each Supplemental Type Certificate or Parts Manufacturer Approval issued to the Company or any Subsidiary by the FAA, pursuant to Part 21 of the FAR.

Aircraft Operations. (a) The Company has previously made available to Parent a list of and each aircraft owned or leased by the Company or any of its Subsidiaries as of December 31, 2019 (each, an “Aircraft”), including the manufacturer, model, aircraft registration number and manufacturing year of each such Aircraft. (b) Except as set forth on Section 4.19(b) of the Company Disclosure Letter: (i) To the Knowledge of the Company, each current employee of the Company or any of its Subsidiaries currently providing any flight, maintenance, operation or handling of Aircraft has all material required permits, certifications, training or competencies to provide such flight, maintenance, operation or handling; (ii) All Aircraft are properly registered on the FAA aircraft registry (or other applicable Governmental Entity registry) and have a validly issued FAA standard certificate of airworthiness (or equivalent certificate from the applicable Governmental Entity) without limitations of any kind that is in full force and effect (except for the period of time any Aircraft may be out of service and such certificate is suspended in connection therewith); (iii) Upon acquisition or lease by the Company or any of its Subsidiaries, all Aircraft have been, are being or, with respect to Aircraft leased or subleased to another Person, are required to be, maintained in all material respects according to applicable regulatory standards and the maintenance program of the aircraft operator approved by the FAA or the applicable Governmental Entity; (iv) All records required to be maintained for each Aircraft (including, where applicable, back to birth records) are correct and complete in all material respects and are currently in the possession of the Company or a Subsidiary of the Company (or, in the case of Aircraft leased from a third party, being maintained in compliance with the terms (or waivers thereof) of the related lease); (v) Neither the Company nor any of its Subsidiaries is a party to any interchange or pooling agreements with respect to any Aircraft; and (vi) No Aircraft is subleased to or otherwise in the possession of another air carrier or another Person other than the Company, a Subsidiary of the Company or a Company Joint Venture, to operate such Aircraft in air transportation or otherwise. (c) Section 4.19(c) of the Company Disclosure Letter sets forth a true and complete list of each certificate issued to the Company or any of its Subsidiaries pursuant to any FAR section and the associated operations specifications thereunder. The Company is, and at Closing shall be, a “Citizen of the United States” as defined in 49 USC § 40102(a)(15)(C). The Company or a Subsidiary of the Company holds (A) a valid and current Air Carrier Certificate pursuant to FAR Part 135 and Air Taxi Operator exemption authority under FAR Part 298, (B) a valid and current or Operating Certificate pursuant to FAR Part 133 119. (b) All aircraft owned, leased or operated by Company and its Subsidiaries are included on Company's Part 135 Certificate. (Cc) a valid The Company and current Air Agency Certificate pursuant to FAR Part 145each Subsidiary has been granted an exemption certificate by the United States Department of Transportation exempting each of them from economic regulatory provisions as provided in Section 298 of the Aviation Economic Regulations. (d) Section 4.19(dNeither the Company nor any Subsidiary is under, or has been the subject of, any investigation or enforcement action by the FAA, the DOT or any Foreign Aviation Authority for violations of any regulations of either thereof. (e) The Company and each Subsidiary is in compliance with all applicable provisions of the FAA Regulations, including but not limited to Subpart K of Part 91 thereof. (f) Neither the Company nor any Subsidiary has been granted any waivers of any requirements under Part 91 of the FAA Regulations. (g) The Company and each Subsidiary holds all licenses, certificates, permits and franchises from the appropriate Government Authorities, including, without limitation, the FAA, DOT and all Foreign Aviation Authorities, necessary to authorize Company and each Subsidiary to lawfully engage in air transportation and to carry on commercial passenger service as currently conducted. (h) All pilots in the employ of the Company Disclosure Letter sets forth a true and complete list each Subsidiary hold all current licenses and certificates as are required by the FAA are up-to-date in their recurrent training status, and have at least the minimum total pilot hours required by any policy of each Supplemental Type Certificate or Parts Manufacturer Approval issued to insurance covering the aircraft they fly for the Company or any Subsidiary Subsidiary. (i) The Company maintains a drug and alcohol testing program, approved by the FAA, pursuant to Part 21 which all employees of the FARCompany and each Subsidiary are subject to regular testing. (j) The Company and each Subsidiary is a Citizen of the United States. (k) All aircraft owned by, leased to or operated by the Company or any Subsidiary have been duly certificated by the FAA as to type and airworthiness, are in a condition in accordance with the relevant manufacturer's maintenance program and are in the specifications and configuration set forth in the documents delivered to the Purchaser. (l) All aircraft owned, leased or operated by the Company or any Subsidiary have been enrolled in a FAA approved inspection program. (m) No aircraft owned by, leased to or operated by the Company or any Subsidiary has been involved in any incident (i) reportable to the FAA or the NTSB, or (ii) which caused damage in excess of $100,000 (n) No airworthiness directives issued by the FAA or the country of manufacture are past due against any Aircraft owned by, leased to or operated by the Company or any Subsidiary. (o) The Company has paid or caused to be paid all fees or charges assessed and due against the Company or any Subsidiary (or any aircraft owned by or leased to or operated by the Company or any Subsidiary) by any airport or air navigation authority. (p) There are no Actions pending or, to the Knowledge of the Sellers, threatened in respect of any aircraft owned by, leased to or operated by the Company or any Subsidiary which, if unsatisfied, would give rise to a Lien over such aircraft. (q) There are no Actions which have been asserted or, to the Knowledge of the Sellers, threatened against the Company or any Subsidiary arising out of the sale or lease of any aircraft (or any interests therein) by the Company or any Subsidiary. (r) The Company has provided to Purchaser current insurance certificates together with an independent insurance broker's reports relating to all insurances maintained with respect to aircraft owned by, leased to or operated by the Company or any Subsidiary.

Aircraft Operations. (a) The Company has previously made available Each Loan Party that operates any Aircraft in commercial air service is a “citizen of the United States” under 49 U.S.C. Section 40102(a)(15)(C), and is operating pursuant to Parent a list of each aircraft owned or leased certificate(s) issued by the Company Department of Transportation under the 49 U.S.C. Section 41102(a)(1) as currently in effect or any of its Subsidiaries as of December 31, 2019 (each, an “Aircraft”), including may be amended or recodified from time to time authorizing the manufacturer, model, aircraft registration number and manufacturing year of each such Aircraftcertificate holder to engage in air transportation. (b) All required air carrier certificates or other authorizations are in full force and effect and duly issued to the Borrower and/or each of the Subsidiaries that operates Aircraft by the United States Department of Transportation, the FAA or the applicable equivalent foreign Governmental Authority, and all material licenses, permits, authorizations, certificates of compliance, certificates of public convenience and necessity and other certificates (including air carrier operating certificates and operations specifications issued by the FAA pursuant to Part 121 or other applicable parts of the regulations of the FAA) that are required by the United States Department of Transportation and the FAA or any equivalent foreign Governmental Authority and that are necessary for the conduct of the business of the Borrower and the Subsidiaries are in full force and effect. All such material FAA certificates or exemptions are not the subject of pending proceedings for suspension, restriction, revocation or cancellation, and to the knowledge of the Borrower, no basis for such exists. Except as set forth on Schedule 3.23(b), no Loan Party has received a written notice of proposed civil penalty or hearings for noncompliance with any FAA certificates or FAA regulations that is presently unresolved. (c) All Aircraft leased or operated by, or in which any interest is otherwise held by, the Borrower or any Subsidiary are registered as is required by the FAA. (d) Except as set forth on Section 4.19(b) Schedule 3.23(d), as of the Company Disclosure Letter: (i) To the Knowledge of the CompanyClosing Date, each current employee of the Company or any of its Subsidiaries currently providing any flight, maintenance, operation or handling of Aircraft has all material required permits, certifications, training or competencies to provide such flight, maintenance, operation or handling; (ii) All Aircraft are properly registered on the FAA aircraft registry (or other applicable Governmental Entity registry) and have a validly issued FAA standard certificate of airworthiness (or equivalent certificate from the applicable Governmental Entity) without limitations of any kind that is in full force commercial operation is in a condition of maintenance and effect (except for the period of time any Aircraft may be out of service and such certificate is suspended in connection therewith); (iii) Upon acquisition or lease by the Company or any of its Subsidiaries, all Aircraft have been, are being or, with respect to Aircraft leased or subleased to another Person, are required to be, maintained in all material respects according to applicable regulatory standards and the repair that satisfies an FAA approved maintenance program of the aircraft operator approved by the FAA or the applicable Governmental Entity; (iv) All records required to be maintained for each Aircraft (including, where applicable, back to birth records) are correct and complete in all material respects and are currently in the possession of the Company or a Subsidiary of the Company (or, in the case of Aircraft leased from a third party, being maintained in compliance with the terms (or waivers thereof) of the related lease); (v) Neither the Company nor any of its Subsidiaries is a party to any interchange or pooling agreements with respect to any Aircraft; and (vi) No Aircraft is subleased to or otherwise in the possession of another air carrier or another Person other than the Company, a Subsidiary of the Company or a Company Joint Venture, to operate such Aircraft in air transportation or otherwise. (c) Section 4.19(c) of the Company Disclosure Letter sets forth a true and complete list of each certificate issued relating to the Company or any of its Subsidiaries pursuant to any FAR section and the associated operations specifications thereunder. The Company is, and at Closing shall be, a “Citizen of the United States” as defined in 49 USC § 40102(a)(15)(C). The Company or a Subsidiary of the Company holds (A) a valid and current Air Carrier Certificate pursuant to FAR Part 135 and Air Taxi Operator exemption authority under FAR Part 298, (B) a valid and current Operating Certificate pursuant to FAR Part 133 and (C) a valid and current Air Agency Certificate pursuant to FAR Part 145Loan Party that operates such Aircraft. (d) Section 4.19(d) of the Company Disclosure Letter sets forth a true and complete list of each Supplemental Type Certificate or Parts Manufacturer Approval issued to the Company or any Subsidiary by the FAA, pursuant to Part 21 of the FAR.