Common use of Right to Call Clause in Contracts

Right to Call. (a) If United delivers a notice of termination of this Agreement pursuant to Section 8.2(a), (b) or (d), then United, or its designee (for the purposes of this Section 10.1, references to United shall be interpreted to include United’s designee, as applicable), will have the option to purchase any or all Covered Aircraft owned by Contractor or to assume Contractor’s leasehold interest with respect to any or all Covered Aircraft leased by Contractor (other than such aircraft leased from United), as the case may be. In addition, if United removes any CRJ Removed Aircraft from this Agreement, which CRJ Removed Aircraft is not retained by Contractor, in each case pursuant to Section 2.4(a), and provided that United has not delivered a notice of termination of the Agreement pursuant to Section 8.2(a), (b) or (d), then United shall be obligated to purchase, or to assume Contractor’s leasehold interest with respect to, as the case may be, each such CRJ Removed Aircraft. Each Covered Aircraft and CRJ Removed Aircraft purchased or the leasehold interest in which is assumed pursuant to this Section 10.1 shall be referenced herein, individually and collectively, as a “Call Option Aircraft,” the option or obligation, as the case may be, to acquire the Call Option Aircraft or assume their leases shall be referenced herein as the “Call Option,” and the terms of such obligation to purchase or assume shall be as set forth in this Section 10.1. (b) Such Call Option will be governed by the terms set forth below: (i) If this Agreement is terminated pursuant to Section 8.2(a), 8.2(b) or 8.2(d), then not later than the later of (A) twenty (20) Business Days following Contractor’s confirmation of delivery of all Call Option Information and (B) sixty (60) days following the date a relevant notice of termination of this Agreement, United may, at its option, deliver an irrevocable written notice (a “Call Option Notice”) of its election to exercise the Call Option, which notice shall specify the Call Option Aircraft that are subject to such notice. (ii) With respect to any CRJ Removed Aircraft, the Call Option shall be deemed to have been exercised, and shall be automatically exercised, upon delivery of the applicable 2.4

Right to Call. ​ (a) If United delivers a notice of termination of this Agreement pursuant to Section 8.2(a), (b) or (d), then United, or its designee (for the purposes of this Section 10.1, references to United shall be interpreted to include United’s designee, as applicable), will have the option (the “Call Option”) to purchase any or all Covered Aircraft owned by Contractor or to assume Contractor’s leasehold interest with respect to any or all Covered Aircraft leased by Contractor (other than such aircraft leased from United), as the case may be. In additionbe (collectively, the “Call Option Aircraft”), if (x) United removes any CRJ Removed Aircraft from terminates this Agreement, which CRJ Removed Aircraft is not retained by Contractor, in each case Agreement pursuant to Section 2.4(a) or (b) with respect to any Covered Aircraft (in which case United shall be required to exercise the Call Option with respect to all Call Option Removed Aircraft), but subject to Contractor’s right to retain such aircraft owned or leased by Contractor, as set forth in Sections 2.4(a) and provided that (b) above, or (y) United has not delivered a notice of termination of the terminates this Agreement pursuant to Section 8.2(a), (b) or ), (d), then United shall be obligated to purchase, (f) or to assume Contractor’s leasehold interest with respect to, as the case may be, each such CRJ Removed Aircraft(g). Each Covered Aircraft and CRJ Removed Aircraft purchased or the leasehold interest in which is assumed pursuant to this Section 10.1 shall be referenced herein, individually and collectively, as a “Call Option Aircraft,” the option or obligation, as the case may be, to acquire the Call Option Aircraft or assume their leases shall be referenced herein as the “Call Option,” and the terms of such obligation to purchase or assume shall be as set forth in this Section 10.1.​ (b) Such Call Option will be governed by the terms set forth below:: ​ (i) If this Agreement is terminated The Call Option shall apply to all Call Option Aircraft, but may be exercised, in United’s sole discretion, in regard to less than all of the Call Option Aircraft (except in the case of a termination by United pursuant to Section 8.2(a2.4, in which case United shall exercise the Call Option with respect to all Call Option Removed Aircraft). ​ (ii) United may, 8.2(b) or 8.2(d), then not later than the later of at its option following (A) twenty (20) Business Days following Contractor’s confirmation of the delivery of all Call Option Information and (B) sixty (60) days following the date a relevant notice of termination of this AgreementAgreement by United to Contractor, or (B) the determination by United, in its discretion, that either an inchoate default of this Agreement by Contractor has occurred that might lead to a termination, or United’s ability to deliver a Distress Notice is reasonably likely to occur within the [***], or United mayis reasonably likely to deliver a 2.4(b) Notice within the[***], at its optionbut in any event not later than [***] following the date such a termination notice, Distress Notice or 2.4(b) Notice is delivered, deliver an irrevocable a written notice (a “Call Option NoticeRequest”) to Contractor requesting information necessary for United to consider an exercise of its election to exercise the Call Option, which notice shall specify Option with respect to all of the Call Option Aircraft that are subject to such notice. (ii) With respect to any CRJ or the Call Option Removed Aircraft, as the case may be. ​ ​ (iii) Within [***] following its receipt of a Call Option Request (or, in the case of a termination pursuant to Section 2.4, within [***] following receipt of the Distress Notice or 2.4(b) Notice, as the case may be), Contractor shall provide United with: (A) copies of all lease agreements for the Call Option shall Aircraft or the Call Option Removed Aircraft, as the case may be; (B) all lease rates and other financial information relevant to such leases; (C) a good faith estimate of any costs to be deemed to have been exercised, and shall be automatically exercised, upon delivery incurred by Contractor in connection with United’s exercise of the applicable 2.4Call Option with respect to each such aircraft, which costs are attributable to any swap breakage, prepayment fees or other similar costs and expenses; (D) the Net Book Value, the Outstanding Debt Balance and, in Contractor’s opinion, the Fair Market Value of each Call Option Aircraft and each Call Option Removed Aircraft, in each case owned by Contractor; (E) a summary of the maintenance status of each such aircraft, including with regard to the airframe, engines, landing gear, major components and other items reasonably requested by United; (F) the identity of and contact information for all parties with an interest in such aircraft or otherwise to be party to any assignments or purchases of such aircraft; and (G) any other information relevant to the Call Option that United may reasonably request. ​

Right to Call. (a) If United delivers a notice of termination of this Agreement pursuant to Section 8.2(a), (b) or (d), then United, or its designee (for the purposes of this Section 10.1, references to United shall be interpreted to include United’s designee, as applicable), will have the option to purchase any or all Covered Aircraft owned by Contractor or to assume Contractor’s leasehold interest with respect to any or all Covered Aircraft leased by Contractor (other than such aircraft leased from United), as the case may be. In addition, if United removes any CRJ CRJ700 Removed Aircraft or CRJ550 Removed Aircraft from this Agreement, which CRJ Removed Aircraft is not retained by Contractor, in each case Agreement pursuant to Section 2.4(a)2.4, and provided that United has not delivered a notice of termination of the Agreement pursuant to Section 8.2(a), ) or (b) or (d)prior to November 30, then United shall be obligated to purchase2019, or to assume Contractor’s leasehold interest with respect to, as the case may be, each such CRJ Removed Aircraft[***]. Each Covered Aircraft, CRJ700 Removed Aircraft and CRJ CRJ550 Removed Aircraft purchased or the leasehold interest in which is assumed pursuant to this Section 10.1 shall be referenced herein, individually and collectively, as a “Call Option Aircraft,” the option or obligation, as the case may be, to acquire the Call Option Aircraft or assume their leases shall be referenced herein as the “Call Option,” and the terms of such obligation to purchase or assume shall be as set forth in this Section 10.1. Notwithstanding anything to the contrary in this Agreement, if this Agreement is terminated with respect to one or more EETC Aircraft at a time when any such EETC Aircraft is subject to an EETC Security Interest, the provisions of Section 10.1 shall not apply to such EETC Aircraft. Notwithstanding anything to the contrary in this Agreement, if this Agreement is terminated with respect to one or more Secured Loan Aircraft at a time when any such Secured Loan Aircraft is subject to a Secured Loan Security Interest, the provisions of Section 10.1 shall not apply to such Secured Loan Aircraft. (b) Such Call Option will be governed by the terms set forth below: (i) If this Agreement is terminated pursuant to Section 8.2(a), 8.2(b) or 8.2(d), then not later than the later of (A) twenty (20) [***] Business Days following Contractor’s confirmation of delivery of all Call Option Information and (B) sixty (60) [***] days following the date a relevant notice of termination of this Agreement, United may, at its option, deliver an irrevocable written notice (a “Call Option Notice”) of its election to exercise the Call Option, which notice shall specify the Call Option Aircraft that are subject to such notice. (ii) With respect to any CRJ CRJ700 Removed Aircraft, Contractor Owned E175 Covered Aircraft or CRJ550 Removed Aircraft, the Call Option shall be deemed to have been exercised, and shall be automatically exercised, upon delivery of the applicable 2.42.4(a) Notice, 2.4(b)(ii) Notice or 2.4(d) Notice to Contractor. (iii) United may, at its option, deliver a written notice (a “Call Option Request”) to Contractor requesting Call Option Information (x) not later than [***] days following the delivery of a relevant notice of termination of this Agreement by United to Contractor pursuant to Section 8.2(a), 8.2(b) or 8.2(d), or (y) at any time United determines in good faith that an inchoate default of this Agreement by Contractor has occurred that might lead to a termination pursuant to Section 8.2(a), 8.2(b) or 8.2(d), or (z) at any time in United’s discretion if it is reasonably likely to deliver a 2.4(a) Notice or 2.4(d) Notice within the next [***] days. United shall be deemed to have delivered a Call Option Request upon delivery of a 2.4(a) Notice or 2.4(d) Notice. (iv) Within [***] Business Days following its receipt of a Call Option Request, Contractor shall provide United with: (A) with respect to a Call Option Aircraft that is leased to Contractor (a “Leased Call Option Aircraft”), copies of all lease agreements, and with respect to all Call Option Aircraft owned by Contractor (whether directly, through an affiliate or owner trust) (an “Owned Call Option Aircraft”), copies of all financing and related agreements; (B) all lease rates and other financial information relevant to such lease agreements and financing and related agreements; (C) a good faith estimate of any costs to be incurred by Contractor in connection with the disposition of the Call Option Aircraft pursuant to the Call Option with respect to each such aircraft, including without limitation any termination, make-whole, prepayment (or similar) penalty or fee, breakage, third party attorney’s fees and costs, trustee and wind-up fees and recording/filing fees, whether in connection with the lease or financing of the aircraft or the maintenance and/or support thereof, in each case as in effect on the earlier of the date of the applicable Call Option Request or the termination to which such Call Option Request relates; (D) [***] (E) a summary of the maintenance status of each such aircraft, including with regard to the airframe, engines, landing gear, major components and other items reasonably requested by United; (F) the identity of and contact information for all parties with an interest in such aircraft or otherwise to be party to any assignments or purchases; and (G) any other information relevant to the Call Option that United may reasonably request (all such information in clauses (A) through (G) of this Section 10.1(b)(iii), the “Call Option Information”). Contractor’s disclosures of Call Option Information shall be made expressly subject to any confidentiality restrictions applicable to the Call Option Information, and United agrees to be bound by such restrictions (subject to any arrangements regarding such confidentiality restrictions made between United and the party or parties to which such confidentiality obligations are owed). Upon the delivery of all Call Option Information to United, Contractor shall notify United in writing that all such information has been delivered. (v) United shall have the right to revoke, with respect to any or all of the Call Option Aircraft, any such Call Option exercise prior to the consummation of the purchase or assignment of the relevant Call Option Aircraft, by written notice to Contractor prior to such consummation.