Common use of Engine Maintenance Clause in Contracts

Engine Maintenance. (i) In furtherance of, and not in limitation of anything contained in this Lease or any other Loan Document, at all times each of the Engines will be subject to an engine maintenance agreement with General Electric Aircraft Engines ("GEAE"), MTU or such other provider of engine maintenance services as may be acceptable to the Agent and the Requisite Lenders, in each case in accordance with an engine maintenance agreement that is in form and substance satisfactory to the Agent and the Requisite Lenders (it being understood and agreed that (x) any engine maintenance agreement with respect to any Engine that is not a "power by the hour" engine maintenance agreement or similar agreement that provides for the prepayment of maintenance expense shall not be satisfactory to the Agent and the Requisite Lenders and (y) the GEAE and MTU engine maintenance agreements as in effect on the Restatement Effective Date are satisfactory to the Agent and the Requisite Lenders). The Lessee will use its commercially reasonable best efforts to enter into new or amended engine maintenance agreements covering the AFL III Aircraft and the Engines comprising the Collateral on a power-by-the-hour basis and on terms requiring the Lessee to make monthly payments to the engine maintenance contractor in respect of each engine at the rate of at least $150 per flight hour that such engine was operated during the prior month. The Lessee shall use its commercially reasonable best efforts to have the new engine maintenance agreements provide that (i) the Agent is a third party beneficiary, (ii) the Agent has a security interest in the agreements and (iii) the Agent has the right to step into the Lessee's place should any Engines be returned to the Lenders. Notwithstanding the foregoing, the Lessee may amend the existing GEAE and MTU engine maintenance agreements to reduce the hourly rate payable thereunder to the extent attributable to demonstrable hourly rate and materials cost savings with the relevant engine maintenance provider (as determined by the Agent) and to the extent that such reductions could not reasonably be expected to result in an increase in any "top-up" or "make-whole" or similar payment thereunder, provided that (x) each Engine shall at all times be subject to a minimum build standard in respect of each Part thereof of at least 2,000 cycles and (y) the Lessee will not remove any Part from an Engine if such Part has at least 2,000 cycles remaining (except as permitted by subsection 7(i) hereof). In addition, the Lessee shall continue to comply with the terms of each such engine maintenance agreement (including making all payments when due thereunder) and not take any action with respect to any credits or equivalents thereof related to any Engine (or permit any action to be taken), if, in the opinion of the Agent, such action could cause the loss of any economic benefit available under any engine maintenance agreement applicable to such Engine (other than any loss resulting from the performance of maintenance on such engine in accordance with the applicable engine maintenance agreement or as specifically provided in the following sentence). To the extent under the GEAE, MTU or any other engine maintenance agreement in effect with respect to any Engine, there is any surplus cash or credit with respect to any Engine after such Engine completes a shop visit and the terms of the engine maintenance agreement applicable to such Engine permit such surplus cash or credit to be allocated to other engines currently being overhauled by such engine maintenance provider pursuant to such agreement, such surplus will first be applied to or for the benefit of any other Engines and, second to the extent any such surplus can not be applied to or for the benefit of any other Engine, to or for the benefit of any other engine. In addition, the Lessee shall, at no material cost to the Lessee, assist the Agent, for the benefit of the Lenders, in obtaining the benefit of the credits or equivalents thereof relating to such Engines in the event that the Agent acquires possession of the Engines under each such engine maintenance agreement through direct contractual agreements between the Agent and such engine maintenance provider.

Engine Maintenance. (i) In furtherance of, AFL III and not in limitation of anything contained in this Lease or any other Loan Document, the Company agree that at all times each of the Engines engines included in the collateral under the Credit Agreement (the “Engines”) will be subject to an engine maintenance agreement with General Electric Aircraft Engines ("“GEAE"”), MTU or such other provider of engine maintenance services as may be acceptable to the Agent and the Requisite Lenders, in each case in accordance with an engine maintenance agreement that is in form and substance satisfactory to the Agent and the Requisite Lenders (it being understood and agreed that (x) any engine maintenance agreement with respect to any Engine that is not a "“power by the hour" ” engine maintenance agreement or similar agreement that provides for the prepayment of maintenance expense shall not be satisfactory to the Agent and the Requisite Lenders and (y) the GEAE and MTU engine maintenance agreements as in effect on the Restatement Effective Date date hereof are satisfactory to the Agent and the Requisite Lenders). The Lessee will use its commercially reasonable best efforts to enter into new or amended engine maintenance agreements covering the AFL III Aircraft and the Engines comprising the Collateral on a power-by-the-hour basis and on terms requiring the Lessee to make monthly payments to the engine maintenance contractor in respect of each engine at the rate of at least $150 per flight hour that such engine was operated during the prior month. The Lessee shall use its commercially reasonable best efforts to have the new engine maintenance agreements provide that (i) the Agent is a third party beneficiary, (ii) the Agent has a security interest in the agreements and (iii) the Agent has the right to step into the Lessee's place should any Engines be returned to the Lenders. Notwithstanding the foregoing, the Lessee Company may amend the existing GEAE and MTU engine maintenance agreements to reduce the hourly rate payable thereunder to the extent attributable to demonstrable hourly rate and materials cost savings with the relevant engine maintenance provider (as determined by the Agent) and to the extent that such reductions could not reasonably be expected to result in an increase in any "“top-up" ” or "“make-whole" ” or similar payment thereunder, provided that (x) each Engine shall at all times be subject to a minimum build standard in respect of each Part thereof of at least 2,000 cycles and (y) the Lessee Company will not remove any Part from an Engine if such Part has at least 2,000 cycles remaining (except as permitted by subsection 7(iSection 27(b) hereof). In addition, the Lessee Company shall continue to comply with the terms of each such engine maintenance agreement (including making all payments when due thereunder) and not take any action with respect to any credits or equivalents thereof related to any Engine (or permit any action to be taken), if, in the opinion of the Agent, such action could cause the loss of any economic benefit available under any engine maintenance agreement applicable to such Engine (other than any loss resulting from the performance of maintenance on such engine in accordance with the applicable engine maintenance agreement or as specifically provided in the following sentence). To The Company covenants and agrees that to the extent under the GEAE, MTU or any other engine maintenance agreement in effect with respect to any Engine, there is any surplus cash or credit with respect to any Engine after such Engine completes a shop visit and the terms of the engine maintenance agreement applicable to such Engine permit such surplus cash or credit to be allocated to other engines currently being overhauled by such engine maintenance provider pursuant to such agreement, such surplus will first be applied to or for the benefit of any other Engines and, second to the extent any such surplus can not be applied to or for the benefit of any other Engine, to or for the benefit of any other engine. In addition, AFL III and the Lessee Company shall, at no material cost to AFL III or the LesseeCompany, assist the Agent, for the benefit of the Lenders, in obtaining the benefit of the credits or equivalents thereof relating to such Engines in the event that the Agent acquires possession of the Engines under each such engine maintenance agreement through direct contractual agreements between the Agent and such engine maintenance provider.

Engine Maintenance. (ia) In furtherance of, and not in limitation of anything contained in this Lease or any other Loan Document, The Company agrees that at all times each of the Engines engines included in the collateral under the Credit Agreement (the “Engines”) will be subject to an engine maintenance agreement with General Electric Aircraft Engines ("“GEAE"”), MTU or such other provider of engine maintenance services as may be acceptable to the Administrative Agent and the Requisite Lenders, in each case in accordance with an engine maintenance agreement that is in form and substance satisfactory to the Administrative Agent and the Requisite Lenders (it being understood and agreed that (x) any engine maintenance agreement with respect to any Engine that is not a "“power by the hour" ” engine maintenance agreement or similar agreement that provides for the prepayment of maintenance expense shall not be satisfactory to the Administrative Agent and the Requisite Lenders and (y) the GEAE and MTU engine maintenance agreements as in effect on the Restatement Effective Date date hereof are satisfactory to the Administrative Agent and the Requisite Lenders). The Lessee will use its commercially reasonable best efforts to enter into new or amended engine maintenance agreements covering the AFL III Aircraft and the Engines comprising the Collateral on a power-by-the-hour basis and on terms requiring the Lessee to make monthly payments to the engine maintenance contractor in respect of each engine at the rate of at least $150 per flight hour that such engine was operated during the prior month. The Lessee shall use its commercially reasonable best efforts to have the new engine maintenance agreements provide that (i) the Agent is a third party beneficiary, (ii) the Agent has a security interest in the agreements and (iii) the Agent has the right to step into the Lessee's place should any Engines be returned to the Lenders. Notwithstanding the foregoing, the Lessee Company may amend the existing GEAE and MTU engine maintenance agreements to reduce the hourly rate payable thereunder to the extent attributable to demonstrable hourly rate and materials cost savings with the relevant engine maintenance provider (as determined by the Administrative Agent) and to the extent that such reductions could not reasonably be expected to result in an increase in any "“top-up" ” or "“make-whole" ” or similar payment thereunder, provided that (x) each Engine shall at all times be subject to a minimum build standard in respect of each Part thereof of at least 2,000 cycles and (y) the Lessee Company will not remove any Part from an Engine if such Part has at least 2,000 cycles remaining (except as permitted by subsection 7(iSection 27(b) hereof). In addition, the Lessee Company shall continue to comply with the terms of each such engine maintenance agreement (including making all payments when due thereunder) and not take any action with respect to any credits or equivalents thereof related to any Engine (or permit any action to be taken), if, in the opinion of the Administrative Agent, such action could cause the loss of any economic benefit available under any engine maintenance agreement applicable to such Engine (other than any loss resulting from the performance of maintenance on such engine in accordance with the applicable engine maintenance agreement or as specifically provided in the following sentence). To The Company covenants and agrees that to the extent under the GEAE, MTU or any other engine maintenance agreement in effect with respect to any Engine, there is any surplus cash or credit with respect to any Engine after such Engine completes a shop visit and the terms of the engine maintenance agreement applicable to such Engine permit such surplus cash or credit to be allocated to other engines currently being overhauled by such engine maintenance provider pursuant to such agreement, such surplus will first be applied to or for the benefit of any other Engines and, second to the extent any such surplus can not be applied to or for the benefit of any other Engine, to or for the benefit of any other engine. In addition, the Lessee Company shall, at no material cost to the LesseeCompany, assist the Administrative Agent, for the benefit of the Lenders, in obtaining the benefit of the credits or equivalents thereof relating to such Engines in the event that the Administrative Agent acquires possession of the Engines under each such engine maintenance agreement through direct contractual agreements between the Administrative Agent and such engine maintenance provider.

Engine Maintenance. (i) In furtherance of, and not in limitation of anything contained in this Lease or any other Loan Document, at A. At all times each of the Engines will be subject to an engine maintenance agreement with General Electric Aircraft Engines ("GEAE"), MTU or such other provider of engine maintenance services as may be acceptable to the Administrative Agent and the Requisite Lenders, in each case in accordance with an engine maintenance agreement that is in form and substance satisfactory to the Administrative Agent and the Requisite Lenders (it being understood and agreed that (x) any engine maintenance agreement with respect to any Engine that is not a "power by the hour" engine maintenance agreement or similar agreement that provides for the prepayment of maintenance expense shall not be satisfactory to the Administrative Agent and the Requisite Lenders and (y) the GEAE and MTU engine maintenance agreements as in effect on the Fifth Restatement Effective Date are satisfactory to the Administrative Agent and the Requisite Lenders). The Lessee Company will use its commercially reasonable best efforts to enter into new or amended engine maintenance agreements covering the AFL III Financed Aircraft and the Engines comprising the Collateral on a power-by-the-hour basis and on terms requiring the Lessee Company to make monthly payments to the engine maintenance contractor in respect of each engine at the rate of at least $150 per flight hour that such engine was operated during the prior month. The Lessee Company shall use its commercially reasonable best efforts to have the new engine maintenance agreements provide that (i) the Administrative Agent is a third party beneficiary, (ii) the Administrative Agent has a security interest in the agreements and (iii) the Administrative Agent has the right to step into the LesseeCompany's place should any Engines be returned to the Lenders. Notwithstanding the foregoing, the Lessee Company may amend the existing GEAE and MTU engine maintenance agreements to reduce the hourly rate payable thereunder to the extent attributable to demonstrable hourly rate and materials cost savings with the relevant engine maintenance provider (as determined by the Administrative Agent) and to the extent that such reductions could not reasonably be expected to result in an increase in any "top-up" or "make-whole" or similar payment thereunder, provided that (x) each Engine shall at all times be subject to a minimum build standard in respect of each Part thereof of at least 2,000 cycles and (y) the Lessee will not remove any Part from an Engine if such Part has at least 2,000 cycles remaining (except as permitted by subsection 7(i) hereof). In addition, the Lessee shall continue to comply with the terms of each such engine maintenance agreement (including making all payments when due thereunder) and not take any action with respect to any credits or equivalents thereof related to any Engine (or permit any action to be taken), if, in the opinion of the Agent, such action could cause the loss of any economic benefit available under any engine maintenance agreement applicable to such Engine (other than any loss resulting from the performance of maintenance on such engine in accordance with the applicable engine maintenance agreement or as specifically provided in the following sentence). To the extent under the GEAE, MTU or any other engine maintenance agreement in effect with respect to any Engine, there is any surplus cash or credit with respect to any Engine after such Engine completes a shop visit and the terms of the engine maintenance agreement applicable to such Engine permit such surplus cash or credit to be allocated to other engines currently being overhauled by such engine maintenance provider pursuant to such agreement, such surplus will first be applied to or for the benefit of any other Engines and, second to the extent any such surplus can not be applied to or for the benefit of any other Engine, to or for the benefit of any other engine. In addition, the Lessee shall, at no material cost to the Lessee, assist the Agent, for the benefit of the Lenders, in obtaining the benefit of the credits or equivalents thereof relating to such Engines in the event that the Agent acquires possession of the Engines under each such engine maintenance agreement through direct contractual agreements between the Agent and such engine maintenance provider.that