Common use of Existing Mortgage Clause in Contracts

Existing Mortgage. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, THIS LEASE AND LESSEE’S RIGHTS HEREUNDER SHALL BE SUBJECT AND SUBORDINATE TO ALL THE TERMS OF THE EXISTING MORTGAGE, INCLUDING, WITHOUT LIMITATION, THE COLLATERAL AGENT’S RIGHT TO AVOID THIS LEASE IN THE EXERCISE OF ITS RIGHTS TO REPOSSESSION OF THE AIRFRAME AND ANY ENGINE UNDER THE EXISTING MORTGAGE. Lessee agrees to and shall comply with Appendix I to Annex 3 of the Existing Mortgage, shall possess and use the Aircraft subject to the limitations on possession and use applicable to Lessor under the Existing Mortgage and shall not take any action hereunder not permitted to be taken by Lessor under the Existing Mortgage. Lessee agrees to execute and deliver such further documents and instruments as may be reasonably requested by Lessor to further document the subordination of this Lease to the Existing Mortgage. Lessee agrees to provide its consent to the registration on the International Registry of the subordination of this Lease to the Existing Mortgage. Lessee acknowledges that the UCC financing statement filed in respect of this Lease will be assigned to the Collateral Agent. Lessee acknowledges receipt of an executed copy of the Existing Mortgage (as in effect on the date of this Lease). Lessee further acknowledges that Lessor shall be entitled to enter into a refinancing of the Aircraft and a subsequent mortgage in connection therewith and Lessee shall cooperate with any reasonable requests made by Lessor in connection with such refinancing in accordance with Sections 25.4 and 25.5 hereof. Insurance. Notwithstanding any provision of Section 19 or Appendix 2B hereof, so long as the Existing Mortgage is in effect, Lessee agrees to insure the Aircraft in accordance with and shall comply with the provisions of Appendix I to Annex 3 of the Existing Mortgage. Lessee acknowledges receipt of a copy of Appendix I to Annex 3 of the Existing Mortgage. RENT

Existing Mortgage. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, THIS LEASE AND LESSEE’S RIGHTS HEREUNDER SHALL BE SUBJECT AND SUBORDINATE TO ALL THE TERMS OF THE EXISTING MORTGAGE, INCLUDING, WITHOUT LIMITATION, THE COLLATERAL AGENT’S RIGHT TO AVOID THIS LEASE IN THE EXERCISE OF ITS RIGHTS TO REPOSSESSION OF THE AIRFRAME AND ANY ENGINE UNDER THE EXISTING MORTGAGE. Lessee agrees The parties shall use their respective commercially reasonable efforts and cooperate with each other to and shall comply with Appendix I to Annex 3 obtain from the current holder (the “Mortgage Holder”) of the Existing Mortgage, shall possess Mortgage approval of Buyer’s assumption of the Existing Mortgage at Closing and use a full release (the Aircraft subject to “Mortgage Release”) of Seller as of the limitations on possession and use applicable to Lessor Closing Date from all obligations under the Existing Mortgage arising from and after Closing (the “Released Mortgage Obligations”), including by cooperating with the Mortgage Holder’s requests for due diligence information and legal opinions, to the extent reasonable and customary. Notwithstanding anything in this Agreement to the contrary, from and after the Effective Date, Buyer shall not take any action hereunder not be permitted to be taken by Lessor under discuss the assumption of the Existing MortgageMortgage and the Mortgage Release directly with the Mortgage Holder. Lessee agrees Buyer shall contact the Mortgage Holder regarding, and apply for approval of, the assumption of the Existing Mortgage no later than ten (10) business days after the Effective Date. Seller shall receive a credit to execute the Purchase Price for any loan reserve balances held by the Mortgage Holder and deliver such further documents and instruments as may be reasonably requested by Lessor to further document the subordination of this Lease related to the Existing Mortgage. Lessee agrees to provide its consent Buyer and Seller shall equally share the cost of the fees, costs and expenses charged by the Existing Mortgage holder which are related to the registration on the International Registry of the subordination of this Lease to the Existing Mortgage. Lessee acknowledges that the UCC financing statement filed in respect of this Lease will be assigned to the Collateral Agent. Lessee acknowledges receipt of an executed copy assumption of the Existing Mortgage (as in effect on and the date Mortgage Release, including all assumption fees and costs charged by the Mortgage Holder, but specifically excluding the fees and expenses of Seller’s and Buyer’s counsel and other advisors, which fees and expenses shall be the sole responsibility of Seller or Buyer respectively. The immediately prior sentence shall survive termination of this Lease). Lessee further acknowledges that Lessor shall be entitled to enter into a refinancing of the Aircraft and a subsequent mortgage in connection therewith and Lessee shall cooperate with any reasonable requests made by Lessor in connection with such refinancing in accordance with Sections 25.4 and 25.5 hereof. Insurance. Notwithstanding any provision of Section 19 or Appendix 2B hereof, so long as the Existing Mortgage is in effect, Lessee agrees to insure the Aircraft in accordance with and shall comply with the provisions of Appendix I to Annex 3 of the Existing Mortgage. Lessee acknowledges receipt of a copy of Appendix I to Annex 3 of the Existing Mortgage. RENTAgreement.

Existing Mortgage. NOTWITHSTANDING ANY OTHER PROVISION HEREOFSeller shall use commercially reasonable efforts to cause Existing Lender to release the BNA Lot from the lien of the Existing Mortgage at or prior to Closing, THIS LEASE AND LESSEE’S RIGHTS HEREUNDER SHALL BE SUBJECT AND SUBORDINATE TO ALL THE TERMS OF THE EXISTING MORTGAGEat Seller’s sole cost and expense, INCLUDINGincluding the payment of all fees and costs imposed by Existing Lender in connection with such release. If by the date that is ninety (90) days after the Contract Date, WITHOUT LIMITATION, THE COLLATERAL AGENT’S RIGHT TO AVOID THIS LEASE IN THE EXERCISE OF ITS RIGHTS TO REPOSSESSION OF THE AIRFRAME AND ANY ENGINE UNDER THE EXISTING MORTGAGE. Lessee agrees Existing Lender shall not have agreed in writing to and shall comply with Appendix I to Annex 3 release the BNA Lot from the lien of the Existing Mortgage, then Purchaser shall possess and use thereafter have the Aircraft subject right to terminate this Agreement by written notice to Seller given any time before Existing Lender has agreed to release the limitations on possession and use applicable to Lessor under BNA Lot from such lien. If by the date that is 120 days after the Contract Date, Existing Mortgage and Lender shall not take any action hereunder not permitted have agreed in writing to be taken by Lessor under release the Existing Mortgage. Lessee agrees to execute and deliver such further documents and instruments as may be reasonably requested by Lessor to further document BNA Lot from the subordination of this Lease to the Existing Mortgage. Lessee agrees to provide its consent to the registration on the International Registry of the subordination of this Lease to the Existing Mortgage. Lessee acknowledges that the UCC financing statement filed in respect of this Lease will be assigned to the Collateral Agent. Lessee acknowledges receipt of an executed copy of the Existing Mortgage (as in effect on the date of this Lease). Lessee further acknowledges that Lessor shall be entitled to enter into a refinancing of the Aircraft and a subsequent mortgage in connection therewith and Lessee shall cooperate with any reasonable requests made by Lessor in connection with such refinancing in accordance with Sections 25.4 and 25.5 hereof. Insurance. Notwithstanding any provision of Section 19 or Appendix 2B hereof, so long as the Existing Mortgage is in effect, Lessee agrees to insure the Aircraft in accordance with and shall comply with the provisions of Appendix I to Annex 3 lien of the Existing Mortgage, then Seller shall thereafter have the right to terminate this Agreement by written notice to Purchaser given any time before Existing Lender has agreed to release the BNA Lot from such lien. Lessee acknowledges receipt Upon any such termination, Escrow Agent shall return the Deposit to Purchaser and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement other than those that expressly survive termination of a copy this Agreement. Seller shall keep Purchaser regularly informed of Appendix I the status of Existing Lender’s agreement to Annex 3 release the BNA Lot from the lien of the Existing Mortgage. RENT, and shall promptly respond to Purchaser’s inquiries regarding the status of the same.

Existing Mortgage. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, THIS LEASE AND LESSEE’S RIGHTS HEREUNDER SHALL BE SUBJECT AND SUBORDINATE TO ALL THE TERMS OF THE EXISTING MORTGAGE, INCLUDING, WITHOUT LIMITATION, THE COLLATERAL AGENTSECURITY TRUSTEE’S RIGHT TO AVOID THIS LEASE IN THE EXERCISE OF ITS RIGHTS TO REPOSSESSION OF THE AIRFRAME AND ANY ENGINE UNDER THE EXISTING MORTGAGE. Lessee agrees to and shall comply with Appendix I to Annex 3 Section 3.06 of the Existing Mortgage, shall possess and use the Aircraft subject to the limitations on possession and use applicable to Lessor under the Existing Mortgage and shall not take any action hereunder not permitted to be taken by Lessor under the Existing Mortgage. Lessee agrees to execute and deliver such further documents (in each case in form and substance reasonably acceptable to Lessee) to effectuate a security assignment of this Lease in favor of the Security Trustee under the Existing Mortgage and such other documents and instruments as may be reasonably requested by Lessor in connection therewith or to further document the subordination of this Lease as may be reasonably requested by Lessor. The documents to be entered into by Lessee pursuant to the Existing Mortgageimmediately preceding sentence (i) that are entered into prior to Delivery shall be at Lessee’s cost and expense without reimbursement or contribution from Lessor and (ii) that are entered into by Lessee at Lessor’s or the Security Trustee’s request after Delivery shall, notwithstanding anything to the contrary in the security assignment (or the notice and acknowledgment to the security assignment) indicating the same shall be performed at Lessee’s cost and expense, be subject to reimbursement by Lessor for any out-of-pocket cost and expense incurred by the Lessee (without xxxx-up for profit) in connection therewith. Lessee agrees to provide its consent to the registration on the International Registry of the subordination of this Lease to the Existing MortgageMortgage and to the filing with the FAA of the security assignment of this Lease contemplated by this Section 2.3. Lessee acknowledges that the UCC financing statement filed in respect of this Lease will be assigned to the Collateral AgentSecurity Trustee. Lessee acknowledges receipt of an executed copy of the Existing Mortgage (as in effect on the date of this Lease). Lessee further acknowledges that Lessor shall be entitled to enter into a refinancing of the Aircraft and a subsequent mortgage in connection therewith and Lessee shall cooperate with any reasonable requests made by Lessor in connection with such refinancing in accordance with Sections 25.4 and 25.5 hereof. InsuranceRENT Agreement to Pay Rent. Notwithstanding any provision of Section 19 or Appendix 2B hereof, so long as As rental for the Existing Mortgage is in effectAircraft, Lessee agrees shall pay to insure the Aircraft Lessor Basic Rent, in accordance with advance, on each Rent Payment Date in respect of each Rent Period. Basic Rent. The amount of Basic Rent due and shall comply with the provisions payable by Lessee for each Rent Period is set forth in paragraph 1 of Appendix I to Annex 3 2B. If the Xxxxxxxxxx XX-600-2C10; MSN 10070 Delivery Date is on or after the 15th day of the Existing Mortgage. Lessee acknowledges receipt calendar month, Lessee's first payment of a copy Basic Rent due at Delivery shall include Lessee's payment of Appendix I to Annex 3 Basic Rent due and payable for the second Rent Period of the Existing Mortgage. RENTLease Term.