Common use of Casualty Occurrences Clause in Contracts

Casualty Occurrences. Whenever any Unit shall suffer a Casualty Occurrence, the Borrower shall within 60 days after a Responsible Officer of the Borrower has actual knowledge of such occurrence give the Lender notice of such occurrence (such notice to include the amount, description, reporting marks and road numbers of all the Units of Equipment that have suffered a Casualty Occurrence) and of its election to perform one of the following options (it being agreed that if the Borrower shall not have given notice of such election within such 60 days after such actual knowledge of such occurrence, the Borrower shall be deemed to have elected to perform the option set forth in the following clause (1)) (1) on or before a Payment Date selected by the Borrower that is within 180 days (or, in the case of an event of the type described in clause (v) of the definition of Casualty Occurrence, within 60 days) after the occurrence of the Casualty Occurrence, the Borrower shall transfer to the Lender immediately available funds in an amount equal to the amount required to prepay that portion of the Notes that are to be prepaid on account of such Casualty Occurrence on such Payment Date pursuant to Section 4.8(a) hereof or (2) so long as no Event of Default shall have occurred and be continuing, as promptly as practicable, and in any event on or before the Business Day next preceding the 175th day next following the date of the Casualty Occurrence, the Borrower shall convey to the Trustee a replacement Unit of similar type and capable of performing comparable function as the replaced Unit (a “Replacement Unit”) with a current fair market value, utility, condition and remaining useful life at least equal to such replaced Unit, assuming such replaced Unit was in the condition and repair required by the terms hereof immediately prior to such Casualty Occurrence; provided that, if the Borrower shall not perform its obligation to effect such replacement under this clause (2) during the period of time provided herein, then the Borrower shall pay on a Payment Date selected by the Borrower that is within 180 days (or, in the case of an event of the type described in clause (v) of the definition of Casualty Occurrence, within 60 days) of the occurrence of a Casualty Occurrence to the Lender the amounts specified in clause (1) above. Prior to or at the time of any such conveyance and as a condition to such replacement, the Borrower will, at its own expense: (i) duly execute a Loan Agreement Supplement which shall subject such Replacement Unit to this Agreement and cause such Loan Agreement Supplement to be delivered to the Lender for execution and, upon such execution, cause such supplement or appropriate evidence thereof to be filed, recorded or deposited in every public office where the supplement (or appropriate evidence thereof) covering the replaced Unit shall have been filed, recorded or deposited; (ii) cause title to the Replacement Unit to be transferred to the Mexican Trust; (iii) furnish to the Lender an Officer’s Certificate certifying that the Replacement Unit is free and clear of all Liens other than Permitted Liens; (iv) furnish to the Lender an Opinion or Opinions of Counsel, in substantially the same form as the Opinion or Opinions of Counsel delivered on the Closing Date, to the effect that all filings, recordings and other action necessary to perfect the Lender’s interests in the United States of America, Canada and Mexico in the Replacement Unit have been accomplished; (v) furnish to the Lender a certificate of a qualified engineer (who may be the chief mechanical officer employed by the Borrower) certifying that the Replacement Unit has a fair market value, utility and remaining useful life at least equal to the Unit replaced thereby (assuming that such replaced Unit was maintained in the condition required by the terms of this Agreement); provided that if the Lender shall promptly notify the Borrower in writing that the Lender, in good faith, objects to or disagrees with the fair market value, utility or remaining useful life of any Replacement Unit set forth in the certificate of the qualified engineer of the Borrower described herein, the Lender shall be entitled, at Borrower’s expense, to obtain an appraisal from an independent appraiser of recognized standing as to the fair market value, utility and remaining useful life of such Replacement Unit and the parties agree that the determination of the fair market value, utility and remaining useful life of such Replacement Unit as set forth in the appraisal prepared by the independent appraiser shall be final and binding upon the parties; and (vi) pay all of the Lender’s reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such replacement or substitution, but excluding any appraisal fees. Upon the compliance by the Borrower with the terms of this Section 7.3(b), the Lender shall instruct the Trustee to execute and deliver to, or as directed in writing by, the Borrower an appropriate instrument (in due form for recording) furnished by the Borrower conveying the replaced Unit or Units of Equipment from the Trustee to the Borrower and releasing all proceeds, rents, issues, profits, revenues, income thereof including leases, subleases and use agreements relating thereto from the Mexican Trust Agreement. Notwithstanding anything to the contrary contained herein, upon payment to the Lender of the amounts set forth in this Section 7.3 following a Casualty Occurrence or the delivery of a Replacement Unit in accordance with this Section 7.3 following a Casualty Occurrence, the Borrower or its designee shall be entitled to any amounts arising from the disposition of any Unit suffering a Casualty Occurrence, plus any awards, insurance (other than insurance maintained by the Lender for its own account in accordance with Section 7.5(d)) or other proceeds and damages (including any Association of American Railroads interline settlement paid upon a Casualty Occurrence) received by the Borrower or the Lender by reason of such Casualty Occurrence. For all purposes hereof, each Replacement Unit shall, after such conveyance, be deemed to have the same Equipment Cost as the Unit it replaced. In the event of the substitution of a Replacement Unit, all provisions of this Agreement relating to the Unit or Units being replaced shall be applicable to such Replacement Unit with the same force and effect as if such Replacement Unit was the same Unit being replaced.

Casualty Occurrences. Whenever any Unit shall suffer a Casualty Occurrence, the Borrower shall within 60 days after a Responsible Officer responsible officer of the Borrower has shall have actual knowledge of such occurrence give the Lender notice of such occurrence (such notice to include the amount, description, reporting marks and road numbers of all the Units of Equipment that have suffered a Casualty Occurrence) and of its election to perform one of the following options (it being agreed that if the Borrower shall not have given notice of such election within such 60 days after such actual knowledge of such occurrence, the Borrower shall be deemed to have elected to perform the option set forth in the following clause (1)) (1) on or before a Payment Date selected by the Borrower that is within 180 90 days (or, in the case of an event after a responsible officer of the type described in clause (v) of the definition of Casualty Occurrence, within 60 days) after the occurrence Borrower shall have actual knowledge of the Casualty Occurrence, the Borrower shall transfer to the Lender immediately available funds in an amount equal to the amount required to prepay that portion of the Notes that are to be prepaid on account of such Casualty Occurrence on such Payment Date pursuant to Section 4.8(a) hereof or (2) so long as no Event of Default shall have occurred and be continuing, as promptly as practicable, and in any event on or before the Business Day next preceding the 175th day next following the date on which a responsible officer of the Borrower shall have actual knowledge of the Casualty Occurrence, the Borrower shall convey grant to the Trustee Lender a Lien on a replacement Unit of similar type and capable of performing comparable function as the replaced Unit (a “Replacement Unit”) with a current fair market value, utility, condition utility and remaining useful life at least equal to such replaced Unit, assuming such replaced Unit was in the condition and repair required by the terms hereof immediately prior to such Casualty Occurrence; provided that, if the Borrower shall not perform its obligation to effect such replacement under this clause (2) during the period of time provided herein, then the Borrower shall pay on a Payment Date selected by the Borrower that is within 180 days (or, in the case of an event after a responsible officer of the type described in clause (v) of the definition of Casualty Occurrence, within 60 days) Borrower shall have actual knowledge of the occurrence of a Casualty Occurrence to the Lender the amounts specified in clause (1) above. Prior to or at the time of any such conveyance and as a condition to such replacement, the Borrower will, at its own expense: (i) duly execute a Loan and Security Agreement Supplement which shall subject such Replacement Unit to this Agreement and cause such Loan and Security Agreement Supplement to be delivered to the Lender for execution and, upon such execution, cause such supplement or appropriate evidence thereof to be filed, recorded or deposited in every public office where the supplement (or appropriate evidence thereof) covering the replaced Unit shall have been filed, recorded or deposited; (ii) cause title to the duly execute a Pledge Agreement Supplement which shall subject such Replacement Unit to the Pledge Agreement and cause such Pledge Agreement Supplement to be transferred delivered to the Mexican TrustLender for execution and, upon such execution, cause such supplement or appropriate evidence thereof to be filed, recorded or deposited in every public office where the supplement (or appropriate evidence thereof) covering the replaced Unit shall have been filed, recorded or deposited and the Borrower shall deliver to the Lender evidence of the presentment for registration of the filing and evidence of the recordation of such Pledge Agreement Supplement in such public office(s) promptly following the Borrower’s receipt of the same; (iii) furnish to the Lender an Officer’s Certificate certifying that the Replacement Unit is free and clear of all Liens other than Permitted Liens; (iv) furnish to the Lender an Opinion or Opinions of Counsel, in substantially the same form as the Opinion or Opinions of Counsel delivered on the Closing Date, to the effect that all filings, recordings and other action necessary to perfect the Lender’s interests in the United States of America, America and Canada and Mexico in the Replacement Unit have been accomplished; (v) furnish to the Lender a certificate of a qualified engineer (who may be the chief mechanical officer employed by the Borrower) certifying that the Replacement Unit has a fair market value, utility and remaining useful life at least equal to the Unit replaced thereby (assuming that such replaced Unit was maintained in the condition required by the terms of this Agreement); provided that if the Lender shall promptly notify the Borrower in writing that the Lender, in good faith, objects to or disagrees with the fair market value, utility or remaining useful life of any Replacement Unit set forth in the certificate of the qualified engineer of the Borrower described herein, the Lender shall be entitled, at Borrower’s expense, to obtain an appraisal from an independent appraiser of recognized standing as to the fair market value, utility and remaining useful life of such Replacement Unit and the parties agree that the determination of the fair market value, utility and remaining useful life of such Replacement Unit as set forth in the appraisal prepared by the independent appraiser shall be final and binding upon the parties; and (vi) pay all of the Lender’s reasonable costs and expenses (including reasonable attorney’s feesfees (including, without limitation, reasonable attorney’s fees of U.S. and Mexican counsel)) incurred in connection with such replacement or substitution, but excluding any appraisal fees. Upon the compliance by the Borrower with the terms of this Section 7.3(b), the Lender shall instruct shall, upon the Trustee to written request of the Borrower, execute and deliver to, or as directed in writing by, the Borrower an appropriate instrument (in due form for recording) furnished by the Borrower conveying releasing the replaced Unit or Units of Equipment from the Trustee to the Borrower and releasing all proceeds, rents, issues, profits, revenues, income thereof including leases, subleases and use agreements relating thereto from the Mexican Trust Lien of this Agreement. Notwithstanding anything to the contrary contained herein, upon payment to the Lender of the amounts set forth in this Section 7.3 following a Casualty Occurrence or the delivery of a Replacement Unit in accordance with this Section 7.3 following a Casualty Occurrence, the Borrower or its designee shall be entitled to any amounts arising from the disposition of any Unit suffering a Casualty Occurrence, plus any awards, insurance (other than insurance maintained by the Lender for its own account in accordance with Section 7.5(d)) or other proceeds and damages (including any Association of American Railroads interline settlement paid upon a Casualty Occurrence) received by the Borrower or the Lender by reason of such Casualty Occurrence. For all purposes hereof, each Replacement Unit shall, after such conveyance, be deemed to have Collateral hereunder with the same Equipment Cost as the Unit it replaced. In the event of the substitution of a Replacement Unit, all provisions of this Agreement relating to the Unit or Units being replaced shall be applicable to such Replacement Unit with the same force and effect as if such Replacement Unit was the same Unit being replaced.

Casualty Occurrences. Whenever any Unit shall suffer a Casualty Occurrence, the Borrower shall within 60 30 (thirty) days after a Responsible Officer of the Borrower has actual acquires knowledge or should have acquired knowledge of such occurrence Casualty Occurrence, give the Lender notice of such occurrence (such notice to include the amount, description, reporting marks and road numbers of all the Units of Equipment that have suffered a Casualty Occurrence) and of its election to perform exercise one of the following options (it being agreed that if the Borrower shall not have given notice of such election within such 60 30 (thirty) days after such actual knowledge of such occurrenceor deemed knowledge, the Borrower shall be deemed to have elected to perform exercise the option set forth in the following CGCAE 182428.v7 09/06/11 clause (1i)) ): (1i) on or before a the next Payment Date selected by the Borrower that is within 180 days at least 10 (or, in ten) Business Days after the case giving of an event notice of the type described in clause (v) of the definition of Casualty Occurrence, within 60 days) after the occurrence of the Casualty Occurrence, the Borrower shall transfer to the Lender immediately available funds in an amount equal to the amount required to prepay that portion set forth in paragraph (a) of the Notes that are to be prepaid on account of such Casualty Occurrence Clause Sixth on such Payment Date pursuant to Section 4.8(a) hereof or Clause Sixth hereof; or (2ii) so long as (x) no Event of Default shall have occurred and be continuing, and, as promptly as practicable, and in any event on or before the next Payment Date that is at least 30 (thirty) Business Day next preceding Days after the 175th day next following giving of notice of the date occurrence of the Casualty Occurrence, the Borrower shall convey to the Trustee a replacement Unit of similar type and capable of performing comparable function as the replaced Replaced Unit (a “Replacement Unit”) with a current fair market value, utility, condition and remaining useful life at least equal to such replaced Replaced Unit, assuming such replaced Replaced Unit was in the condition and repair required by the terms hereof immediately prior to such Casualty Occurrence, together with any and all accessions, additions, improvements and replacements from time to time incorporated or installed in any item thereof (each a “Replacement Unit”); provided that, if the Borrower shall not perform its obligation to effect such replacement under this clause (2ii) during the period of time provided herein, then the Borrower shall pay on a the next succeeding Payment Date selected by the Borrower that is within 180 days (or, in the case of an event of the type described in clause (v) of the definition of Casualty Occurrence, within 60 days) of the occurrence of a Casualty Occurrence to the Lender the amounts specified in clause (1i) above. Prior to or at the time of any such conveyance and as a condition to such replacement, the Borrower will, at its own expense: (i) duly execute a Loan Agreement Supplement which shall subject such Replacement Unit to this Agreement and cause such Loan Agreement Supplement to be delivered to the Lender for execution and, upon such execution, cause such supplement or appropriate evidence thereof to be filed, recorded or deposited in every public office where the supplement (or appropriate evidence thereof) covering the replaced Unit shall have been filed, recorded or deposited; (ii) cause title to the Replacement Unit to be transferred to the Mexican Trust; (iii) furnish to the Lender an Officer’s Certificate certifying that the Replacement Unit is free and clear of all Liens other than Permitted Liens; (iv) furnish to the Lender an Opinion or Opinions of Counsel, in substantially the same form as the Opinion or Opinions of Counsel delivered on the Closing Date, to the effect that all filings, recordings and other action necessary to perfect the Lender’s interests in the United States of America, Canada and Mexico in the Replacement Unit have been accomplished; (v) furnish to the Lender a certificate of a qualified engineer (who may be the chief mechanical officer employed by the Borrower) certifying that the Replacement Unit has a fair market value, utility and remaining useful life at least equal to the Unit replaced thereby (assuming that such replaced Unit was maintained in the condition required by the terms of this Agreement); provided that if the Lender shall promptly notify the Borrower in writing that the Lender, in good faith, objects to or disagrees comply with the fair market value, utility or remaining useful life of any Replacement Unit procedure and the other terms and conditions set forth in the certificate Section 5.02 of the qualified engineer of the Borrower described herein, the Lender shall be entitled, at Borrower’s expense, to obtain an appraisal from an independent appraiser of recognized standing as to the fair market value, utility and remaining useful life of such Replacement Unit and the parties agree that the determination of the fair market value, utility and remaining useful life of such Replacement Unit as set forth in the appraisal prepared by the independent appraiser shall be final and binding upon the parties; and (vi) pay all of the Lender’s reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such replacement or substitution, but excluding any appraisal fees. Upon the compliance by the Borrower with the terms of this Section 7.3(b), the Lender shall instruct the Trustee to execute and deliver to, or as directed in writing by, the Borrower an appropriate instrument (in due form for recording) furnished by the Borrower conveying the replaced Unit or Units of Equipment from the Trustee to the Borrower and releasing all proceeds, rents, issues, profits, revenues, income thereof including leases, subleases and use agreements relating thereto from the Mexican Trust Agreement. Notwithstanding anything to the contrary contained herein, upon payment to the Lender of the amounts set forth in this Section 7.3 following a Casualty Occurrence or the delivery of a Replacement Unit in accordance with this Section 7.3 following a Casualty Occurrence, the Borrower or its designee shall be entitled to any amounts arising from the disposition of any Unit suffering a Casualty Occurrence, plus any awards, insurance (other than insurance maintained by the Lender for its own account in accordance with Section 7.5(d)) or other proceeds and damages (including any Association of American Railroads interline settlement paid upon a Casualty Occurrence) received by the Borrower or the Lender by reason of such Casualty Occurrence. For all purposes hereof, each Replacement Unit shall, after such conveyance, be deemed to have the same Equipment Cost as the Unit it replaced. In the event of the substitution of a Replacement Unit, all provisions of this Agreement relating to the Unit or Units being replaced shall be applicable to such Replacement Unit with the same force and effect as if such Replacement Unit was the same Unit being replaced.

Casualty Occurrences. Whenever any Unit Item of Equipment shall suffer be lost, stolen, destroyed, irreparably damaged, or otherwise rendered permanently unfit for use by the Company from any cause whatsoever in the good faith opinion of a responsible officer of the Company (such occurrences being herein called “Casualty Occurrences”), the Company shall promptly, upon being advised of such Casualty Occurrence, deliver to the Borrower Trustee an Officers’ Certificate describing such Equipment and, shall within 60 days after a Responsible Officer of on or prior to the Borrower has actual knowledge Interest Payment Date next succeeding the delivery of such occurrence give the Lender notice of such occurrence (such notice to include the amount, description, reporting marks and road numbers of all the Units of Equipment that have suffered a Casualty Occurrence) and of its election to perform one of the following options (it being agreed that if the Borrower shall not have given notice of such election within such 60 days after such actual knowledge of such occurrence, the Borrower shall be deemed to have elected to perform the option set forth in the following clause (1)) (1) on or before a Payment Date selected by the Borrower that is within 180 days Officers’ Certificate (or, in if the case of an event of next Interest Payment Date shall be less than 60 days from such delivery, on the type described in clause second succeeding Interest Payment Date) either (vi) of deposit with the definition of Casualty Occurrence, within 60 days) after the occurrence of the Casualty Occurrence, the Borrower shall transfer to the Lender immediately available funds in Trustee an amount in cash equal to the amount required to prepay redeem that portion of the Equipment Notes that are to be prepaid redeemed on account of such Casualty Occurrence on such Interest Payment Date pursuant to Section 4.8(a4.1(a) hereof hereof, but only after such amount theretofore undeposited shall exceed $1,000,000 in the aggregate (until which time the Company shall not be obligated to redeem the Equipment Notes pursuant to this Section 4.1(b)) or in such event, (2ii) so long as no Event subject to the Lien of Default shall have occurred and be continuingthe Indenture, as promptly as practicablereplacement for such unit, and in any event on or before the Business Day next preceding the 175th day next following the date of the Casualty Occurrence, the Borrower shall convey title to the Trustee a replacement Unit unit of similar type and capable of performing comparable function as the replaced Unit unit (a “Replacement Unit”) with free and clear of all Liens other than permitted Liens under the Indenture and having a current fair market value, utility, condition utility and remaining useful life at least equal to to, and being in as good operating condition as, such replaced Unitunit, assuming such replaced Unit unit was in the condition and repair required by the terms hereof immediately prior to such Casualty Occurrence; provided that, if the Borrower shall not perform its obligation to effect such replacement under this clause (2) during the period of time provided herein, then the Borrower shall pay on a Payment Date selected by the Borrower that is within 180 days (or, in the case of an event of the type described in clause (v) of the definition of Casualty Occurrence, within 60 days) of the occurrence of a Casualty Occurrence to the Lender the amounts specified in clause (1) above. Prior to or at the time of any such conveyance and as a condition to such replacement, the Borrower Company will, at its own expense:, (iA) duly execute a Loan Agreement Supplement supplement to this First Supplemental Indenture which shall subject such Replacement Unit to this Agreement First Supplemental Indenture and the Lien of the Indenture and cause such Loan Agreement Supplement supplement to be delivered to the Lender Trustee for execution and, upon such execution, cause such supplement or appropriate evidence thereof (including, if required, a Memorandum of Supplemental Indenture) to be filed, recorded or deposited in every public office where the supplement this First Supplemental Indenture (or appropriate evidence thereof, which may include a Memorandum of Indenture and Memorandum of Supplemental Indenture) covering the replaced Unit unit shall have been filed, recorded or deposited; (ii) cause title to the Replacement Unit to be transferred to the Mexican Trust; (iiiB) furnish to the Lender Trustee an Officer’s Officers’ Certificate certifying that the Replacement Unit is free and clear of all Liens other than Permitted Lienspermitted Liens under the Indenture; (ivC) furnish to the Lender Trustee an Opinion or Opinions of Counsel, in substantially the same form as the Opinion or Opinions of Counsel delivered on the Closing Date, to the effect that (x) the Replacement Unit is subject to the Lien of the Indenture, (y) all filings, recordings and other action necessary to perfect the LenderTrustee’s security interests in the United States of America, America and Canada and Mexico in the Replacement Unit have been accomplishedaccomplished and (z) the protection of Section 1168 of the Bankruptcy Code (or any successor provision then in effect) shall be applicable to such Replacement Unit; (vD) furnish to the Lender Trustee a certificate of a qualified engineer (who may be the chief mechanical officer employed by the BorrowerCompany) certifying that the Replacement Unit has a fair market value, utility and remaining economic useful life at least equal to the Unit Item of Equipment replaced thereby (assuming that such replaced Unit unit was maintained in the condition required by the terms of this Agreement); provided that if the Lender shall promptly notify the Borrower First Supplemental Indenture) and setting forth a reasonable basis for such conclusion in writing that the Lender, in good faith, objects to or disagrees with the fair market value, utility or remaining useful life of any Replacement Unit set forth in the certificate of the qualified engineer of the Borrower described herein, the Lender shall be entitled, at Borrower’s expense, to obtain an appraisal from an independent appraiser of recognized standing as to the fair market value, utility and remaining useful life of such Replacement Unit and the parties agree that the determination of the fair market value, utility and remaining useful life of such Replacement Unit as set forth in the appraisal prepared by the independent appraiser shall be final and binding upon the partiesreasonable detail; and (viE) pay all of the LenderTrustee’s reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such replacement or substitution, but excluding any appraisal fees. Upon the full compliance by the Borrower Company with the terms of this Section 7.3(b5.2(b), the Lender shall instruct the Trustee to execute and deliver toshall, or as directed in writing byaccordance with Section 3.10 hereof, the Borrower an appropriate instrument (in due form for recording) furnished by the Borrower conveying the release such replaced Unit or Units Items of Equipment from the Trustee to the Borrower and releasing all proceeds, rents, issues, profits, revenues, income thereof including leases, subleases and use agreements relating thereto from the Mexican Trust Agreement. Notwithstanding anything to the contrary contained herein, upon payment to the Lender Lien of the amounts set forth in this Section 7.3 following a Casualty Occurrence or Indenture, and the delivery of a Replacement Unit in accordance with this Section 7.3 following a Casualty Occurrence, the Borrower or its designee Trustee shall be entitled to any amounts arising from the disposition of any Unit suffering a Casualty Occurrence, plus any awards, insurance (other than insurance maintained execute and deliver all documents reasonably requested by the Lender for its own account in accordance with Section 7.5(d)) or other proceeds Company to effect and damages (including any Association of American Railroads interline settlement paid upon a Casualty Occurrence) received by the Borrower or the Lender by reason of evidence such Casualty Occurrencerelease. For all purposes hereof, each such Replacement Unit shall, after such conveyance, be deemed an Item of Equipment belonging to have the same Equipment Cost Group as the Unit unit it replaced. In the event The rights and remedies of the substitution Trustee to enforce or to recover any payment of principal, premium or interest on the Equipment Notes shall not be affected by reason of any Casualty Occurrence. Cash paid to the Trustee pursuant to this Section 5.2 shall be held and applied as provided in Section 5.4 hereof. Promptly after being advised of a Replacement UnitCasualty Occurrence, all provisions of this Agreement relating the Company shall furnish to the Unit or Units being replaced Trustee an Officers’ Certificate stating the amount, description and numbers of all the Equipment that have suffered a Casualty Occurrence. Upon written request, the Company will provide such other information as to the condition and state of repair of the Equipment as the Trustee may reasonably request. The Trustee, by its agents, shall have the right once in each calendar year, but shall be applicable under no duty, to inspect, at the Company’s expense, each Item of Equipment, and the Company shall in that event to furnish to the Trustee all reasonable facilities for the making of such Replacement Unit inspection. In exercising such right of inspection, the Trustee and its authorized representatives shall not unreasonably interfere with the same force Company’s normal business operations, shall abide by all the Company’s rules and effect as if such Replacement Unit was regulations regarding safety and operation and shall not unreasonably interfere with any repairs or maintenance or the same Unit being replaceduse and operation of the Equipment.

Casualty Occurrences. Whenever In the event that any Unit Item shall suffer become -------------------- lost, stolen, destroyed or irreparably damaged from any cause whatsoever, or if any Item or Lessor's title thereto shall be requisitioned or seized by any governmental authority (each such occurrence being herein called a "Casualty Occurrence") during the Lease Term and until such Item has been returned to Lessor pursuant to the provisions of this Lease or until such Item is purchased by Lessee pursuant to any purchase option provisions of this Lease, Lessee shall promptly notify Lessor in writing of such fact, fully informing Lessor of all details of the Casualty Occurrence in question. Lessee shall, within fifteen (15) days following the Casualty Occurrence, the Borrower shall within 60 days after a Responsible Officer of the Borrower has actual knowledge of such occurrence give the Lender notice of such occurrence (such notice to include the amount, description, reporting marks and road numbers of all the Units of Equipment that have suffered a Casualty Occurrence) and of its make an election to perform one of either pay Lessor in cash the following options (it being agreed that if the Borrower shall not have given notice of such election within such 60 days after such actual knowledge of such occurrence, the Borrower shall be deemed to have elected to perform the option "Stipulated Loss Value" as set forth in the following clause (1)) (1) on or before a Payment Date selected by the Borrower that is within 180 days (or, in the case Table of an event of the type described in clause (v) of the definition of Casualty Occurrence, within 60 days) after the occurrence of the Casualty Occurrence, the Borrower shall transfer Stipulated Loss Values attached to the Lender immediately available funds in an amount equal to the amount required to prepay that portion of the Notes that are to be prepaid on account of such Casualty Occurrence on such Payment Date Rental Schedule pursuant to Section 4.8(a) hereof or (2) so long which such Item is leased hereunder, calculated as no Event of Default shall have occurred and be continuing, as promptly as practicable, and in any event on or before the Business Day next preceding the 175th day next following the date of the Casualty Occurrence, or replace the Borrower same. If Lessee elects to make the payment of Stipulated Loss Value, this payment shall convey to be made within thirty (30) days following the Trustee a replacement Unit of similar type and capable of performing comparable function as the replaced Unit (a “Replacement Unit”) with a current fair market value, utility, condition and remaining useful life at least equal to such replaced Unit, assuming such replaced Unit was in the condition and repair required by the terms hereof immediately prior to such Casualty Occurrence; provided that, if the Borrower shall not perform its obligation to effect such replacement under this clause (2) during the period of time provided herein, then the Borrower shall pay on a Payment Date selected by the Borrower that is within 180 days (or, in the case of an event of the type described in clause (v) of the definition of Casualty Occurrence, within 60 days) together with the Basic Rent accrued and unpaid with respect to such Item as of the occurrence date of a the Casualty Occurrence to the Lender the Occurrence, plus all Additional Rent or amounts specified in clause (1) above. Prior to or at the time of any such conveyance and as a condition owing with respect to such replacementItem on such date of payment. If Lessee elects to replace such Item, Lessee shall, within thirty (30) days following the Borrower willCasualty Occurrence, at its own expense: replace the same (i) duly execute a Loan Agreement Supplement which shall subject such Replacement Unit to this Agreement and or cause such Loan Agreement Supplement it to be delivered to the Lender for execution and, upon such execution, cause such supplement or appropriate evidence thereof to be filed, recorded or deposited in every public office where the supplement (or appropriate evidence thereofreplaced) covering the replaced Unit shall have been filed, recorded or deposited; (ii) cause title to the Replacement Unit to be transferred to the Mexican Trust; (iii) furnish to the Lender an Officer’s Certificate certifying that the Replacement Unit is free and clear of all Liens other than Permitted Liens; (iv) furnish to the Lender an Opinion or Opinions of Counsel, in substantially with "like property" having the same form as the Opinion or Opinions of Counsel delivered on the Closing Date, to the effect that all filings, recordings value and other action necessary to perfect the Lender’s interests in the United States of America, Canada and Mexico in the Replacement Unit have been accomplished; (v) furnish to the Lender a certificate of a qualified engineer (who may be the chief mechanical officer employed by the Borrower) certifying that the Replacement Unit has a fair market value, utility operating capabilities and remaining useful life at least equal to the Unit replaced thereby (assuming that such replaced Unit was maintained in the condition required by the terms of this Agreement); provided that if the Lender shall promptly notify the Borrower in writing that the Lender, in good faith, objects to or disagrees with the fair market value, utility or remaining useful life of any Replacement Unit set forth in the certificate of the qualified engineer of the Borrower described herein, the Lender shall be entitled, at Borrower’s expense, to obtain an appraisal from an independent appraiser of recognized standing as Item prior to the fair market value, utility and remaining useful life of such Replacement Unit and the parties agree that the determination of the fair market value, utility and remaining useful life of such Replacement Unit as set forth in the appraisal prepared by the independent appraiser shall be final and binding upon the parties; and (vi) pay all of the Lender’s reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such replacement or substitution, but excluding any appraisal fees. Upon the compliance by the Borrower with the terms of this Section 7.3(b), the Lender shall instruct the Trustee to execute and deliver to, or as directed in writing by, the Borrower an appropriate instrument (in due form for recording) furnished by the Borrower conveying the replaced Unit or Units of Equipment from the Trustee to the Borrower and releasing all proceeds, rents, issues, profits, revenues, income thereof including leases, subleases and use agreements relating thereto from the Mexican Trust Agreement. Notwithstanding anything to the contrary contained herein, upon payment to the Lender of the amounts set forth in this Section 7.3 following a Casualty Occurrence or the delivery of a Replacement Unit in accordance with this Section 7.3 following a Casualty Occurrence, the Borrower or its designee shall be entitled to any amounts arising from the disposition of any Unit suffering a Casualty Occurrence, plus any awards, insurance (other than insurance maintained by the Lender for its own account in accordance with Section 7.5(d)) or other proceeds and damages (including any Association of American Railroads interline settlement paid upon a Casualty Occurrence) received by the Borrower or the Lender by reason date of such Casualty Occurrence. For all purposes hereof, each Replacement Unit shallwhich property shall thereupon become subject to this Lease with title thereto in Lessor[, after such conveyance, be deemed to have the same Equipment Cost as the Unit it replaced. In the event of the substitution of a Replacement Unit, all provisions of this Agreement relating and subject to the Unit or Units being replaced shall be applicable to such Replacement Unit Facility Mortgagee Lien in accordance with the same force and effect as if such Replacement Unit was the same Unit being replacedNS Multiparty Agreement].

Casualty Occurrences. Whenever any Unit shall suffer a Casualty Occurrence, the Borrower shall within 60 days after a Responsible Officer of the Borrower has actual knowledge of such occurrence give the Lender notice of such occurrence (such notice to include the amount, description, reporting marks and road numbers of all the Units of Equipment that have suffered a Casualty Occurrencea) and of its election to perform one of the following options CASUALTY OCCURRENCE WITH RESPECT TO THE AIRFRAME. Promptly (it being agreed that if the Borrower shall not have given notice of such election within such 60 days after such actual knowledge of such occurrence, the Borrower shall be deemed to have elected to perform the option set forth in the following clause (1)) (1) on or before a Payment Date selected by the Borrower that is within 180 days (or, in the case of an event of the type described in clause (v) of the definition of Casualty Occurrence, within 60 days) after the occurrence of the Casualty Occurrence, the Borrower shall transfer to the Lender immediately available funds in an amount equal to the amount required to prepay that portion of the Notes that are to be prepaid on account of such Casualty Occurrence on such Payment Date pursuant to Section 4.8(a) hereof or (2) so long as no Event of Default shall have occurred and be continuing, as promptly as practicable, and in any event on within seven (7) days) after a Casualty Occurrence with respect to the Airframe and any Engine then installed thereon, Lessee shall give Lessor and each Beneficiary written notice of such occurrence. On the thirtieth (30th) day (or before earlier if the Business Day next preceding the 175th day next following insurance or other proceeds have been paid earlier) after the date of the Casualty Occurrence, Lessee shall pay to Lessor in immediately available funds the Borrower shall convey sum of (A) the Casualty Value of the Aircraft less an amount equal to the Trustee daily equivalent of Basic Rent (computed on the basis of a replacement Unit 365-day year) for each day during the period commencing the day after the payment of similar type Casualty Value and capable extending to the day before the Basic Rent Payment Date immediately succeeding the date of performing comparable function payment of such Casualty Value and (B) all other Rent, other than amounts paid pursuant to clause (A), then due and payable. Upon such payment (i) the obligation of Lessee to make further payments of Basic Rent hereunder shall terminate, (ii) the Term shall terminate with respect to the Aircraft and (iii) Lessor will transfer to Lessee or applicable insurer, free and clear of Lessor's Liens and all other Liens arising by or through Lessor, any Beneficiary or any Lender but otherwise without recourse or warranty, all of Lessor's right, title and interest, if any, in and to the Airframe and Engines (if any) suffering the Casualty Occurrence, as well as all of Lessor's right, title and interest in and to any Engine constituting part of the replaced Unit (a “Replacement Unit”) with a current fair market valueAircraft but not installed thereon at the time of the Casualty Occurrence; provided, utilityhowever, condition that there shall be excluded from such transfer any and remaining useful life at least equal all claims against any Persons which arose prior to the date of such replaced Unittransfer, assuming such replaced Unit was including without limitation any and all claims against any Persons who may have been responsible, in whole or in part, for the condition and repair required by the terms hereof immediately prior events giving rise to such Casualty Occurrence; provided that, if the Borrower shall not perform its obligation to effect such replacement under this clause (2) during the period of time provided herein, then the Borrower shall pay on a Payment Date selected by the Borrower that is within 180 days (or, in the case of an event of the type described in clause (v) of the definition of Casualty Occurrence, within 60 days) of the occurrence of a Casualty Occurrence to the Lender the amounts specified in clause (1) above. Prior to or at the time of any such conveyance and as a condition to such replacement, the Borrower will, at its own expense: (i) duly execute a Loan Agreement Supplement which shall subject such Replacement Unit to this Agreement and cause such Loan Agreement Supplement to be delivered to the Lender for execution and, upon such execution, cause such supplement or appropriate evidence thereof to be filed, recorded or deposited in every public office where the supplement (or appropriate evidence thereof) covering the replaced Unit shall have been filed, recorded or deposited; (ii) cause title to the Replacement Unit to be transferred to the Mexican Trust; (iii) furnish to the Lender an Officer’s Certificate certifying that the Replacement Unit is free and clear of all Liens other than Permitted Liens; (iv) furnish to the Lender an Opinion or Opinions of Counsel, in substantially the same form as the Opinion or Opinions of Counsel delivered on the Closing Date, to the effect that all filings, recordings and other action necessary to perfect the Lender’s interests in the United States of America, Canada and Mexico in the Replacement Unit have been accomplished; (v) furnish to the Lender a certificate of a qualified engineer (who may be the chief mechanical officer employed by the Borrower) certifying that the Replacement Unit has a fair market value, utility and remaining useful life at least equal to the Unit replaced thereby (assuming that such replaced Unit was maintained in the condition required by the terms of this Agreement); provided that if the Lender shall promptly notify the Borrower in writing that the Lender, in good faith, objects to or disagrees with the fair market value, utility or remaining useful life of any Replacement Unit set forth in the certificate of the qualified engineer of the Borrower described herein, the Lender shall be entitled, at Borrower’s expense, to obtain an appraisal from an independent appraiser of recognized standing as to the fair market value, utility and remaining useful life of such Replacement Unit and the parties agree that the determination of the fair market value, utility and remaining useful life of such Replacement Unit as set forth in the appraisal prepared by the independent appraiser shall be final and binding upon the parties; and (vi) pay all of the Lender’s reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such replacement or substitution, but excluding any appraisal fees. Upon the compliance by the Borrower with the terms of this Section 7.3(b), the Lender shall instruct the Trustee to execute and deliver to, or as directed in writing by, the Borrower an appropriate instrument (in due form for recording) furnished by the Borrower conveying the replaced Unit or Units of Equipment from the Trustee to the Borrower and releasing all proceeds, rents, issues, profits, revenues, income thereof including leases, subleases and use agreements relating thereto from the Mexican Trust Agreement. Notwithstanding anything to the contrary contained herein, upon payment to the Lender of the amounts set forth in this Section 7.3 following a Casualty Occurrence or the delivery of a Replacement Unit in accordance with this Section 7.3 following a Casualty Occurrence, the Borrower or its designee shall be entitled to any amounts arising from the disposition of any Unit suffering a Casualty Occurrence, plus any awards, insurance (other than insurance maintained by the Lender for its own account in accordance with Section 7.5(d)) or other proceeds and damages (including any Association of American Railroads interline settlement paid upon a Casualty Occurrence) received by the Borrower or the Lender by reason of such Casualty Occurrence. For all purposes hereof, each Replacement Unit shall, after such conveyance, be deemed to have the same Equipment Cost as the Unit it replaced. In the event of the substitution of a Replacement Unit, all provisions of this Agreement relating to the Unit or Units being replaced shall be applicable to such Replacement Unit with the same force and effect as if such Replacement Unit was the same Unit being replaced.

Casualty Occurrences. Whenever any Unit Item of Equipment shall suffer be lost, stolen, destroyed, irreparably damaged, or otherwise rendered permanently unfit for use by the Company from any cause whatsoever in the good faith opinion of a responsible officer of the Company (such occurrences being herein called “Casualty Occurrences”), the Company shall promptly, upon being advised of such Casualty Occurrence, deliver to the Borrower Trustee an Officers’ Certificate describing such Equipment and, shall within 60 days after a Responsible Officer of on or prior to the Borrower has actual knowledge Interest Payment Date next succeeding the delivery of such occurrence give the Lender notice of such occurrence (such notice to include the amount, description, reporting marks and road numbers of all the Units of Equipment that have suffered a Casualty Occurrence) and of its election to perform one of the following options (it being agreed that if the Borrower shall not have given notice of such election within such 60 days after such actual knowledge of such occurrence, the Borrower shall be deemed to have elected to perform the option set forth in the following clause (1)) (1) on or before a Payment Date selected by the Borrower that is within 180 days Officers’ Certificate (or, in if the case of an event of next Interest Payment Date shall be less than 60 days from such delivery, on the type described in clause second succeeding Interest Payment Date) either (vi) of deposit with the definition of Casualty Occurrence, within 60 days) after the occurrence of the Casualty Occurrence, the Borrower shall transfer to the Lender immediately available funds in Trustee an amount in cash equal to the amount required to prepay redeem that portion of the Equipment Notes that are to be prepaid redeemed on account of such Casualty Occurrence on such Interest Payment Date pursuant to Section 4.8(a4.1(a) hereof hereof, but only after such amount theretofore undeposited shall exceed $1,000,000 in the aggregate (until which time the Company shall not be obligated to redeem the Equipment Notes pursuant to this Section 4.1(b)) or in such event, (2ii) so long as no Event subject to the Lien of Default shall have occurred and be continuingthe Indenture, as promptly as practicablereplacement for such unit, and in any event on or before the Business Day next preceding the 175th day next following the date of the Casualty Occurrence, the Borrower shall convey title to the Trustee a replacement Unit unit of similar type and capable of performing comparable function as the replaced Unit unit (a “Replacement Unit”) with free and clear of all Liens other than permitted Liens under the Indenture and having a current fair market value, utility, condition utility and remaining useful life at least equal to to, and being in as good operating condition as, such replaced Unitunit, assuming such replaced Unit unit was in the condition and repair required by the terms hereof immediately prior to such Casualty Occurrence; provided that, if the Borrower shall not perform its obligation to effect such replacement under this clause (2) during the period of time provided herein, then the Borrower shall pay on a Payment Date selected by the Borrower that is within 180 days (or, in the case of an event of the type described in clause (v) of the definition of Casualty Occurrence, within 60 days) of the occurrence of a Casualty Occurrence to the Lender the amounts specified in clause (1) above. Prior to or at the time of any such conveyance and as a condition to such replacement, the Borrower Company will, at its own expense:, (iA) duly execute a Loan Agreement Supplement supplement to this Second Supplemental Indenture which shall subject such Replacement Unit to this Agreement Second Supplemental Indenture and the Lien of the Indenture and cause such Loan Agreement Supplement supplement to be delivered to the Lender Trustee for execution and, upon such execution, cause such supplement or appropriate evidence thereof (including, if required, a Memorandum of Supplemental Indenture) to be filed, recorded or deposited in every public office where the supplement this Second Supplemental Indenture (or appropriate evidence thereof, which may include a Memorandum of Supplemental Indenture) covering the replaced Unit unit shall have been filed, recorded or deposited; (ii) cause title to the Replacement Unit to be transferred to the Mexican Trust; (iiiB) furnish to the Lender Trustee an Officer’s Officers’ Certificate certifying that the Replacement Unit is free and clear of all Liens other than Permitted Lienspermitted Liens under the Indenture; (ivC) furnish to the Lender Trustee an Opinion or Opinions of Counsel, in substantially the same form as the Opinion or Opinions of Counsel delivered on the Closing Date, to the effect that (x) the Replacement Unit is subject to the Lien of the Indenture, (y) all filings, recordings and other action necessary to perfect the LenderTrustee’s security interests in the United States of America, America and Canada and Mexico in the Replacement Unit have been accomplishedaccomplished and (z) the protection of Section 1168 of the Bankruptcy Code (or any successor provision then in effect) shall be applicable to such Replacement Unit; (vD) furnish to the Lender Trustee a certificate of a qualified engineer (who may be the chief mechanical officer employed by the BorrowerCompany) certifying that the Replacement Unit has a fair market value, utility and remaining economic useful life at least equal to the Unit Item of Equipment replaced thereby (assuming that such replaced Unit unit was maintained in the condition required by the terms of this Agreement); provided that if the Lender shall promptly notify the Borrower Second Supplemental Indenture) and setting forth a reasonable basis for such conclusion in writing that the Lender, in good faith, objects to or disagrees with the fair market value, utility or remaining useful life of any Replacement Unit set forth in the certificate of the qualified engineer of the Borrower described herein, the Lender shall be entitled, at Borrower’s expense, to obtain an appraisal from an independent appraiser of recognized standing as to the fair market value, utility and remaining useful life of such Replacement Unit and the parties agree that the determination of the fair market value, utility and remaining useful life of such Replacement Unit as set forth in the appraisal prepared by the independent appraiser shall be final and binding upon the partiesreasonable detail; and (viE) pay all of the LenderTrustee’s reasonable costs and expenses (including reasonable attorney’s fees) incurred in connection with such replacement or substitution, but excluding any appraisal fees. Upon the full compliance by the Borrower Company with the terms of this Section 7.3(b5.2(b), the Lender shall instruct the Trustee to execute and deliver toshall, or as directed in writing byaccordance with Section 3.10 hereof, the Borrower an appropriate instrument (in due form for recording) furnished by the Borrower conveying the release such replaced Unit or Units Items of Equipment from the Trustee to the Borrower and releasing all proceeds, rents, issues, profits, revenues, income thereof including leases, subleases and use agreements relating thereto from the Mexican Trust Agreement. Notwithstanding anything to the contrary contained herein, upon payment to the Lender Lien of the amounts set forth in this Section 7.3 following a Casualty Occurrence or Indenture, and the delivery of a Replacement Unit in accordance with this Section 7.3 following a Casualty Occurrence, the Borrower or its designee Trustee shall be entitled to any amounts arising from the disposition of any Unit suffering a Casualty Occurrence, plus any awards, insurance (other than insurance maintained execute and deliver all documents reasonably requested by the Lender for its own account in accordance with Section 7.5(d)) or other proceeds Company to effect and damages (including any Association of American Railroads interline settlement paid upon a Casualty Occurrence) received by the Borrower or the Lender by reason of evidence such Casualty Occurrencerelease. For all purposes hereof, each such Replacement Unit shall, after such conveyance, be deemed an Item of Equipment belonging to have the same Equipment Cost Group as the Unit unit it replaced. In the event The rights and remedies of the substitution Trustee to enforce or to recover any payment of principal, premium or interest on the Equipment Notes shall not be affected by reason of any Casualty Occurrence. Cash paid to the Trustee pursuant to this Section 5.2 shall be held and applied as provided in Section 5.4 hereof. Promptly after being advised of a Replacement UnitCasualty Occurrence, all provisions of this Agreement relating the Company shall furnish to the Unit or Units being replaced Trustee an Officers’ Certificate stating the amount, description and numbers of all the Equipment that have suffered a Casualty Occurrence. Upon written request, the Company will provide such other information as to the condition and state of repair of the Equipment as the Trustee may reasonably request. The Trustee, by its agents, shall have the right once in each calendar year, but shall be applicable under no duty, to inspect, at the Company’s expense, each Item of Equipment, and the Company shall in that event to furnish to the Trustee all reasonable facilities for the making of such Replacement Unit inspection. In exercising such right of inspection, the Trustee and its authorized representatives shall not unreasonably interfere with the same force Company’s normal business operations, shall abide by all the Company’s rules and effect as if such Replacement Unit was regulations regarding safety and operation and shall not unreasonably interfere with any repairs or maintenance or the same Unit being replaceduse and operation of the Equipment.