Event of Loss with Respect to an Engine Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Lessee shall forthwith (and in any event, within fifteen days after such occurrence) give Lessor written notice thereof and shall, within one hundred twenty (120) days after the occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, as replacement for the Engine with respect to which such Event of Loss occurred, title to an Acceptable Alternate Engine. Prior to or at the time of any such conveyance, Lessee, at its own expense, will (i) furnish Lessor with a warranty (as to title) xxxx of sale, in form and substance reasonably satisfactory to Lessor, with respect to such Acceptable Alternate Engine, (ii) cause a Lease Supplement and Trust Supplement to be duly executed by Lessee and to be filed for recording pursuant to the Transportation Code, or the applicable laws, rules and regulations of any other jurisdiction in which the Airframe may then be registered as permitted by Section 7(d) of the Participation Agreement, (iii) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 hereof with respect to such replacement engine as Lessor may reasonably request and furnish Lessor with copies of the documentation required to be provided by Lessee pursuant to Section 5.06 of the Trust Indenture, and Lessor will comply with the terms of the Trust Indenture and transfer to or at the direction of Lessee without recourse or warranty (except as to absence of Lessor Liens) all of Lessor's right, title and interest, if any, in and to (A) the Engine with respect to which such Event of Loss occurred and furnish to or at the direction of Lessee a xxxx of sale in form and substance reasonably satisfactory to Lessee, evidencing such transfer and (B) all claims, if any, against third parties, for damage to or loss of the Engine subject to such Event of Loss, and such Engine shall thereupon cease to be the Engine leased hereunder. For all purposes hereof, each such replacement engine shall, after such conveyance, be deemed part of the property leased hereunder, and shall be deemed an "Engine". No Event of Loss with respect to an Engine under the circumstances contemplated by the terms of this paragraph (b) shall result in any reduction in Basic Rent.
Event of Loss Grantor shall at its expense promptly repair all repairable damage to any tangible Collateral. In the event that any tangible Collateral is damaged beyond repair, lost, totally destroyed or confiscated (an "Event of Loss") and such Collateral had a value prior to such Event of Loss of $25,000.00 or more, then, on or before the first to occur of (i) 90 days after the occurrence of such Event of Loss, or (ii) 10 Business Days after the date on which either Grantor or MLBFS shall receive any proceeds of insurance on account of such Event of Loss, or any underwriter of insurance on such tangible Collateral shall advise either Grantor or MLBFS that it disclaims liability in respect of such Event of Loss, Grantor shall, at Grantor's option, either replace the Collateral subject to such Event of Loss with comparable Collateral free of all liens other than Permitted Liens (in which event Grantor shall be entitled to utilize the proceeds of insurance on account of such Event of Loss for such purpose, and may retain any excess proceeds of such insurance), or pay to MLBFS on account of the Obligations an amount equal to the actual cash value of such Collateral as determined by either the applicable insurance company's payment (plus any applicable deductible) or, in absence of insurance company payment, as reasonably determined by MLBFS. Notwithstanding the foregoing, if at the time of occurrence of such Event of Loss or any time thereafter prior to replacement or payment, as aforesaid, an Event of Default shall have occurred and be continuing hereunder, then MLBFS may at its sole option, exercisable at any time while such Event of Default shall be continuing, require Grantor to either replace such Collateral or make a payment on account of the Obligations, as aforesaid.
Replacement of Lost Investments In the event of a loss of Investments for which the Custodian is responsible under the terms of this Agreement, the Custodian shall replace such Investment, or in the event that such replacement cannot be effected, the Custodian shall pay to the Fund the fair market value of such Investment based on the last available price as of the close of business in the relevant market on the date that a claim was first made to the Custodian with respect to such loss, or, if less, such other amount as shall be agreed by the parties as the date for settlement.
Airframe The Airbus A300F4-605R aircraft (excluding the Engines or engines from time to time installed thereon) to be leased by the Lessor to the Lessee pursuant to the Lease and the initial Lease Supplement and having the United States FAA Registration Number initially and manufacturer's serial number specified in the initial Lease Supplement, including (i) all Parts in respect thereof and (ii) any Replacement Airframe which may be substituted pursuant to Section 11.03
Engines POSITION SERIAL NO. TOTAL HOURS TOTAL CYCLES HRS/CYCLES SINCE LAST SHOP VISIT Time Remaining to Next LIFE LIMITED PART REMOVAL PART NAME HOURS CYCLES MSN MSN
Insurance; Damage to or Destruction of Collateral (a) The Credit Parties shall, at their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule (3.18) as in effect on the date hereof or otherwise in form and amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the event of any non-renewal, cancellation or amendment of any such insurance policy. If any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto that Agent deems advisable. Agent shall have no obligation to obtain insurance for any Credit Party or pay any premiums therefor. By doing so, Agent shall not be deemed to have waived any Default or Event of Default arising from any Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Agent and shall be additional Obligations hereunder secured by the Collateral.
Substitution of Engines Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
Aircraft The Airframe to be sold by AVSA to the Owner Trustee as provided in the Participation Agreement and to be leased under the Lease (or any permitted substitute airframe thereunder) together with two Engines (whether either is an initial Engine or a Replacement Engine) whether or not any of such initial or Replacement Engines may from time to time be installed on such Airframe or may be installed on any other airframe or on any other aircraft, including any aircraft substituted pursuant to Section 11.03
Loss, Theft, Destruction or Mutilation Upon receipt by the Company of evidence satisfactory to it, in the exercise of its reasonable discretion, of the ownership and the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company and, in the case of mutilation, upon surrender and cancellation thereof, the Company will execute and deliver in lieu thereof, without expense to the Holder, a new Warrant of like tenor dated the date hereof.
Damage Destruction or Condemnation If, after the Effective Date and before the Closing, all or any part of the Property is destroyed or damaged (a “Casualty”), or becomes subject to condemnation or eminent domain proceedings, then Seller shall promptly notify Purchaser thereof in writing (a “Seller’s Notice”). If the damage or taking is material (as defined below), Purchaser may elect to terminate this Agreement by delivering a written notice thereof to Seller at any time prior to the date that is ten (10) business days after Purchaser’s receipt of a Seller’s Notice, time being of the essence and receive a refund of the entire Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof. If the damage or taking is not material, or if, in the case that the damage or taking is material, either Purchaser elects in writing to proceed with Closing or Seller does not receive written notice from Purchaser of Purchaser’s termination of this Agreement at any time on or prior to the date that is ten (10) business days after Seller’s delivery of a Seller’s Notice, then the parties shall proceed with the Closing without any reduction in the Purchase Price (except only for a credit in the amount of the deductible (if any) applicable to the claim for such damage or destruction); provided, however, that in such event, Purchaser shall be entitled to all insurance proceeds to which Seller may actually collect, less Seller’s costs of collection and any costs actually incurred by Seller for demolition, site cleaning, restoration or other repairs to the extent the foregoing are performed in a good and workmanlike manner (collectively, “Seller’s Costs”) or all condemnation awards payable to Seller as a result of such damage or taking (as the case may be), less Seller’s Costs, if applicable, and, to the extent the same are applicable, Seller shall either (a) assign to Purchaser at Closing Seller’s rights to any such condemnation or eminent domain awards and pay to Purchaser at Closing any such awards already received (not exceeding the amount of the Purchase Price), less Seller’s Costs, as applicable, or (b) assign to Purchaser at Closing all of Seller’s rights to the insurance proceeds associated with the damage or destruction at issue and, as applicable, pay to Purchaser at Closing any such proceeds already received not to exceed the amount of the Purchase Price, and less any costs, fees and expenses reasonably expended by Seller prior to Closing towards the repair of the damage or destruction at issue; and/or file a claim for the applicable damages under any available insurance policies, use good faith, commercially reasonable efforts to negotiate and settle such claim in substantially the same manner that Seller would have done so for its own account, and promptly pay over to Purchaser any insurance proceeds that Seller actually collects in respect thereof, less Seller’s Costs. In any event, Purchaser acknowledges and agrees that Seller shall not be required to file, maintain or participate in any suit, proceeding or action against any of its insurers, nor shall Seller be required to provide Purchaser access to, or a copy of, any portion of its casualty or other insurance policies except only as reasonably necessary in connection with a claim under such policy. For the purposes of this Section 7, damage or other casualty shall be considered to be “material” if the estimated cost to repair or restore the Property exceeds $500,000. A condemnation or other taking, shall be considered “material” if (i) the estimated cost to repair or restore the Improvements to the condition in which they existed immediately prior to such taking exceeds $500,000; (ii) the taking (after accounting for repairs and restoration to be completed by Purchaser with the awards paid to Purchaser) will have a material, adverse effect on the value, marketability, ownership and/or operation of the Property (in the manner owned and operated immediately prior to the taking); (iii) it prohibits, as a matter of applicable law, the rebuilding or repair of the number of parking spaces or Improvements substantially as they currently exist; or (iv) it materially alters or limits access to the Property from a publicly-dedicated street. If Purchaser timely elects to terminate this Agreement under this Section 7, then upon the exercise of such option by Purchaser, this Agreement shall become null and void, the entire Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof, shall be immediately returned to Purchaser, and neither party shall have any further liability or obligations hereunder, except for the Surviving Obligations. Seller and Purchaser hereby agree that the Uniform Vendor and Purchaser Risk Act, Section 5.007 of the Texas Property Code, shall not be applicable to this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained above in this Section 7, in the event that a Casualty shall occur with respect to the Property, and all or a portion of the losses resulting therefrom (but not including any deductibles) are not covered by the property or casualty insurance maintained by Seller with respect to the Property or if Seller is unable to assign its claim to such insured casualty, then, within ten (10) days after Seller gains knowledge of such Casualty, Seller shall notify Purchaser that: (i) Seller shall provide Purchaser with a credit against the Purchase Price in the amount of the reasonable estimated costs for the repair or restoration of the affected Property by such Casualty, (ii) that Seller has elected to terminate this Agreement by reason of the occurrence of such Casualty, or (iii) that Seller has elected to provide Buyer the right to terminate this Agreement by reason of the occurrence of such Casualty, regardless of materiality. In the event that Seller fails to provide any such notice within such ten (10) day period, Seller shall be deemed to have elected to proceed in accordance with clause (iii) of the preceding sentence. In the event that Seller proceeds in accordance with clause (i) above, then the parties shall proceed to Closing (subject to the terms of this Agreement), and Seller shall provide Purchaser with the applicable credit against the Purchase Price. In the event that Seller elects to proceed in accordance with clause (ii) above, then the Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof, shall be refunded to Purchaser and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. In the event that Seller elects to proceed in accordance with clause (iii) above, then Purchaser shall have the right, within ten (10) days after the date on which Seller notifies Purchaser of such election, to (x) terminate this Agreement by written notice to Seller, in which case the Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof, shall be refunded to Purchaser and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (y) proceed to Closing without any credit against or deduction from the Purchase Price. If Purchaser fails to provide any such notice within such ten
