Common use of Junior Loans Clause in Contracts

Junior Loans. Notwithstanding anything to the contrary in any Operative Agreement upon not less than thirty (30) days’ prior written notice to the parties hereto, if no Event of Default has occurred and is continuing, Borrower shall have the right to issue, at any time within eighteen (18) months following the closing date of the financing of the final Eligible Aircraft, additional debt secured by a Lien on the Aircraft junior to the Lien of the Mortgage (a “Junior Loan”); provided, that there shall be no more than three (3) Eligible Aircraft secured by a Junior Loan at any time. In connection with any such Junior Loan with respect to the Aircraft, each of the parties hereto (or their successors) and the lender(s) providing such Junior Loan will execute and deliver an intercreditor agreement dealing with the terms of subordination and enforcement of remedies and other intercreditor matters in form and substance reasonably satisfactory to the parties hereto (or their successors) and the lender(s) providing such Junior Loan, which agreement shall ensure there is no diminution of Security Agent’s first priority and perfected Lien in the Aircraft and all other then-existing Collateral. Borrower shall reimburse Security Agent and the Lenders for all of their reasonable out-of-pocket fees and expenses (including reasonable fees and disbursements of counsel) incurred in connection with documenting any such Junior Loan.

Junior Loans. Notwithstanding anything to the contrary in any Operative Agreement upon not less than thirty (30) 30 days’ prior written notice to the parties hereto, if no Event of Default has occurred and is continuing, Borrower shall have the right to issue, at any time within eighteen (18) months following the closing date of the financing of the final Eligible Aircraftprior to March 1, 2009, additional debt secured by a Lien on the any Aircraft junior to the Lien of the Applicable Mortgage (a “Junior Loan”); provided, that there Borrower shall be no more than three (3) Eligible Aircraft secured by entitled at any time following the Applicable Closing Date of any Aircraft, to obtain a Junior Loan at any timewhich finances the acquisition and installation of winglets to be installed on such Aircraft, provided, such winglets are owned by Borrower and, following installation thereof, are subject to the Lien of the Applicable Mortgage. In connection with any such Junior Loan with respect to the AircraftLoan, each of the parties hereto (or their successors) and the lender(s) providing such Junior Loan (and the related mortgagee) will execute and deliver an intercreditor agreement dealing with the terms of subordination and enforcement of remedies and other intercreditor matters in form and substance reasonably satisfactory to the parties hereto (or their successors) and the lender(s) providing such Junior Loan, which agreement shall shall, among other things, ensure there is no diminution of Security Agentthe Applicable Mortgagee’s first priority and perfected Lien in the such Aircraft and all other then-existing CollateralCollateral (as defined in the Applicable Mortgage). Borrower shall reimburse Security Agent and the Lenders for all of their reasonable out-of-pocket fees and expenses (including reasonable fees and disbursements of counsel) incurred in In connection with documenting any such Junior Loan., in no event will the Lenders be required to agree to:

Junior Loans. Notwithstanding anything to the contrary in any Operative Agreement upon not less than thirty (30) days’ prior written notice to the parties hereto, if no Event of Default has occurred and is continuing, Borrower shall have the right to issue, at any time within eighteen (18) months following the closing date of the financing Closing Date in respect of the final Eligible AircraftAircraft financed pursuant to this Agreement, additional debt secured by a Lien on the an Eligible Aircraft junior to the Lien of the Mortgage to which any such Eligible Aircraft is subject (a “Junior Loan”); provided, that there shall be no more than three fifty percent (350%) of such Eligible Aircraft financed pursuant to this Agreement secured by a Junior Loan at any time. If the number of Eligible Aircraft financed pursuant to this Agreement is not divisible by two, then the number of Eligible Aircraft that may be subject to a Junior Loan shall be rounded down (for example, if nine (9) Aircraft have been financed pursuant to this Agreement, than no more than four (4) Eligible Aircraft may be subject to a Junior Loan). In connection with any such Junior Loan with respect to the AircraftLoan, each of the parties hereto (or their successors) and the lender(s) providing such Junior Loan will execute and deliver an intercreditor agreement dealing with the terms of subordination and enforcement of remedies and other intercreditor matters in form and substance reasonably satisfactory to the parties hereto (or their successors) and the lender(s) providing such Junior Loan, which agreement shall ensure there is no diminution of Security Agent’s first priority and perfected Lien in the such Aircraft and all other then-existing CollateralCollateral (as defined in the Applicable Mortgage). Borrower shall reimburse Security Agent and the relevant Lenders for all of their reasonable out-of-pocket fees and expenses (including reasonable fees and disbursements of counsel) incurred in connection with documenting any such Junior Loan.