Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe, the 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, within 45 days after such occurrence, give the Mortgagee written notice of Owner’s election to either replace the Airframe as provided under Section 4.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) (it being agreed that if Owner shall not have given the Mortgagee such notice of such election within the above specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii)): (i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c), as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or (ii) if Owner elects to make a payment in respect of such Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such release.
Appears in 11 contracts
Samples: Note Purchase Agreement (United Airlines, Inc.), Note Purchase Agreement (United Airlines, Inc.), Note Purchase Agreement (United Airlines, Inc.)
Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe, the Owner shall promptly (and in any event within 15 fifteen (15) days after such occurrence) give the Mortgagee Indenture Trustee written notice of such Event of Loss. The Owner shall, within 45 forty-five (45) days after such occurrence, give the Mortgagee Indenture Trustee written notice of the Owner’s election to either replace the Airframe as provided under Section 4.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) (it being agreed that if the Owner shall not have given the Mortgagee Indenture Trustee such notice of such election within the above specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii)):
(i) if the Owner elects to replace the Airframe, the Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c), as promptly as possible and in any event within 120 one hundred and twenty (120) days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or
(ii) if the Owner elects to make a payment in respect of such Event of Loss of the Airframe, the Owner shall make a payment to the Mortgagee Indenture Trustee for purposes of redeeming Equipment Notes in accordance with Section 2.10 2.09 hereof on a date on or before the Business Day next following the earlier of (x) the 120th one hundred and twentieth (120)th day following the date of the occurrence of such Event of Loss, and (y) the fourth (4th) Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of the Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee Indenture Trustee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such release.
Appears in 6 contracts
Samples: Trust Indenture and Security Agreement (Us Airways Inc), Trust Indenture and Security Agreement (Us Airways Inc), Note Purchase Agreement (Us Airways Inc)
Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe, the 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, within 45 days after such occurrence, give the Mortgagee written notice of Owner’s election to either replace the Airframe as provided under Section 4.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) (it being agreed that if Owner shall not have given the Mortgagee such notice of such election within the above specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii)):
(i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c), as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value, value and utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance checkcycles) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or
(ii) if Owner elects to make a payment in respect of such Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such release.
Appears in 4 contracts
Samples: Note Purchase Agreement (United Airlines, Inc.), Note Purchase Agreement (United Airlines, Inc.), Note Purchase Agreement (United Airlines, Inc.)
Event of Loss with Respect to the Airframe. Upon Subject to the occurrence other provisions of this Section 11, upon an Event of Loss with respect to the AirframeAirframe or the Airframe and any Engines then installed thereon, the Owner Lessee shall promptly forthwith (and and, in any event event, within 15 days five (5) Business Days after such occurrence) give the Mortgagee Lessor written notice of such Event of Loss. The Owner shall, occurrence and within 45 thirty (30) days after such occurrence, occurrence give the Mortgagee Lessor written notice of Owner’s election its election, subject to either replace the Airframe as provided under Section 4.05(a)(i) or terms hereof and of the Indenture, to make payment in respect perform one of such Event of Loss as provided under Section 4.05(a)(ii) the following two options (it being agreed that if Owner Lessee shall not have given the Mortgagee such Lessor notice of such election within the above specified time periodthirty (30) days after such occurrence, the Owner Lessee shall be deemed to have elected to make payment perform the option set forth in respect the following clause (ii)), provided, that Lessee shall not have the right to select the option set forth in clause (i) if a Default or an Event of Default shall have occurred and be continuing at the time of such Event election or at the time of Loss as provided under Section 4.05(a)(ii)):replacement:
(i) if Owner elects to replace within one hundred twenty (120) days (the Airframe, Owner shall, subject to "Replacement Period") after the satisfaction date of the conditions contained Event of Loss (but in no event later than the last day of the Term) Lessee shall convey, or cause to be conveyed to Lessor as provided in Section 4.05(c)11(c) hereof, as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenturethe Indenture if it has not been discharged, and to be leased by Lessee hereunder in replacement of the Airframe and such Engines then installed thereon, title to a replacement Airframe (together with respect to which the Event same number of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on replacement Engines as the Airframe when it suffered the Event of Loss, a Replacement Engine thereforEngines), such Replacement replacement Airframe and Replacement Engines (A) to be free and clear of all Liens except (it being understood that, upon such conveyance, such replacement Airframe and replacement Engines may be subject to Permitted Liens and Liens), (B) to have a value, utility and remaining useful life (without regard to hours or cycles remaining until life, determined in accordance with the next regular maintenance checkAppraisal Procedure as provided in Section 11(c) hereof, at least equal to, and to be in at least as good operating condition as, the Airframe or Engineand the Engines, as the case may beif any, to be so replaced thereby (assuming that such the Airframe or Engine had been and the Engines were maintained in accordance with the requirements of this Trust IndentureAgreement, whether or not they are in fact so maintained), and (C) to be a like Airbus A320-231 model aircraft with equivalent or better modification status delivered by the Manufacturer not earlier than June 30, 1988 and, in the case of Engines, in compliance with Section 11(b); provided that if the Owner Lessee shall not perform its obligation to effect such replacement under this clause (i) during by the 120-day period end of time provided hereinthe Replacement Period, it Lessee shall pay the amounts required then be deemed to be paid pursuant to and within the time frame specified in clause (ii) below; orhave elected to
(ii) if Owner elects to make On a payment in respect of such Event of Stipulated Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof on a date Value Date on or before the Business Day next following the earlier of one hundred twenty (x120) the 120th day following days after the date of the occurrence of such Event of LossLoss (or, and (y) if earlier, with respect to insurance proceeds, on the fourth Business Day following the receipt of date on which insurance proceeds with respect to such the Event of Loss are received by the loss payee) Lessee shall pay to Lessor in immediately available funds the sum of (but in any event not earlier than A) the Stipulated Loss Value of the Aircraft as shown on Exhibit A for such Stipulated Loss Value Date, plus all Basic Rent or Renewal Rent, as the case may be, payable on each Basic Rent Payment Date or Renewal Rent Payment Date, respectively, prior to the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of such Stipulated Loss Value which has not been paid when due, plus, if such Stipulated Loss Value Date is also a Basic Rent Payment Date or a Renewal Rent Payment Date, the amount of Basic Rent or Renewal Rent, as the case may be, payable by Lessee on such Stipulated Loss Value Date, or, if such Stipulated Loss Value Date occurs after the last day of the Term, plus an amount equal to the average daily Basic Rent or Renewal Rent, as the case may be, in effect on the last day of the Term, for each day from and including the last day of the Term to and excluding such Stipulated Loss Value Date, and (B) all other Secured Obligations then due and Supplemental Rent payable, whereupon (1) the Mortgagee shallobligation of Lessee to pay Basic Rent or Renewal Rent, at as the cost and expense of the Ownercase may be, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering hereunder with respect to the Owner all documents Aircraft for any period commencing after the date on which such Stipulated Loss Value is paid shall terminate; provided that Lessee shall remain liable for, and instruments as shall pay on or before the Owner may reasonably request to evidence such release.date the Stipulated Loss Value and Supplemental Rent are
Appears in 3 contracts
Samples: Aircraft Lease Agreement (America West Airlines Inc), Aircraft Lease Agreement (America West Airlines Inc), Aircraft Lease Agreement (America West Airlines Inc)
Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe, the Owner Company shall promptly upon obtaining knowledge of such Event of Loss (and in any event within 15 10 days after such occurrence) give the Mortgagee Collateral Agent written notice of such Event of Loss. The Owner Company shall, within 45 days after such occurrence, give the Mortgagee Collateral Agent written notice of Ownerthe Company’s election to either replace the Airframe as provided under Section 4.05(a)(i3.05(a)(i) (provided that the Company shall be required to make a prepayment and shall not be allowed to replace the Airframe if at the time such replacement would otherwise be made, a Special Default shall have occurred and be continuing) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii3.03(b) of the Loan Agreement (it being agreed that if Owner the Company shall not have given the Mortgagee Collateral Agent such notice of such election within the above specified time period, the Owner Company shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii3.05(a)(ii)):
(i) if Owner the Company elects to replace the Airframe, Owner the Company shall, subject to the satisfaction of the conditions contained in Section 4.05(c3.05(c), as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust IndentureMortgage, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefortherefor (which Replacement Engine shall meet all of the requirements of the fourth sentence of Section 3.04(e)), such Replacement Airframe to be of a year of manufacture no earlier than the year of manufacture of the Airframe subject to replacement, and Replacement Engines to shall be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Trust Indenture)Liens; provided that if the Owner Company shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or
(ii) if Owner the Company elects to make a payment in respect of such Event of Loss of the Airframe, Owner the Company shall make a payment to pay the Mortgagee outstanding Allocable Loan Amount for purposes of redeeming Equipment Notes such Aircraft in accordance with Section 2.10 hereof 3.03(b) of the Loan Agreement on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Ownerthe Company’s election under Section 4.05(a3.05(a) to make payment under this Section 4.05 (a)(ii3.05(a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payablepayment, the Mortgagee Collateral Agent shall, at the cost and expense of the OwnerCompany, release from the Lien of this Trust Indenture Mortgage the Airframe and the Engines, by executing and delivering to the Owner Company all documents and instruments instruments, prepared by the Company at the Company’s expense, as the Owner Company may reasonably request to evidence such release.
Appears in 1 contract
Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe, the Owner Lessee shall promptly forthwith (and in any event within 15 30 days after such occurrence) give the Mortgagee written Lessor and the Indenture Trustee notice of such Event of Loss. The Owner Lessee shall, within 45 60 days after such occurrence, give the Mortgagee written Lessor and the Indenture Trustee notice of Owner’s its election to either replace perform one of the Airframe as provided under Section 4.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) following options (it being agreed that if Owner the Lessee shall not have given the Mortgagee Lessor such notice of such election within the above specified time periodelection, the Owner Lessee shall be deemed to have elected to make payment perform the option identified in respect of such Event of Loss as provided under Section 4.05(a)(iithe following clause (ii)):
(i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the closing conditions contained in Section 4.05(c8(d), as promptly as possible and in any event within 120 on a date not more than 180 days after the occurrence of such the Event of Loss, convey or cause to be subjected conveyed to the Lien of this Trust IndentureLessor, and to be leased by the Lessee hereunder in replacement of the Airframe and Engines with respect to which the Event of Loss occurred, a Replacement Airframe and(together with the same number of Replacement Engines as the number of Engines, if any Engine shall have been installed on the Airframe when it suffered the any, which were subject to such Event of Loss, a Replacement Engine therefor), such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value, value and utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check) at least equal to the Airframe or Engineand Engines, as the case may beif any, to be so replaced thereby (assuming that such Airframe or Engine had been maintained and Engines were in accordance with this Trust Indenturethe condition and repair required by the terms hereof); provided that that, if the Owner Lessee shall not perform its obligation to effect such replacement under this clause (i) during the 120180-day period of time provided herein, it shall give the Lessor and the Indenture Trustee notice to such effect upon or before the expiration of such period of time and shall promptly pay on the amounts required first Loss Payment Date next following the thirtieth (30th) day after the date of such notice to be paid pursuant to and within the time frame Lessor, in immediately available funds, the amount specified in clause (ii) below; or
(ii) if Owner elects pay or cause to make a payment in respect of such Event of Loss of the Airframe, Owner shall make a payment be paid to the Mortgagee for purposes of redeeming Equipment Notes Lessor in accordance with Section 2.10 hereof immediately available funds on a date on or before specified at least 30 days in advance by the Business Day next following the earlier of (x) the 120th day following the Lessee, which date of shall be a Termination Date not more than 180 days after the occurrence of such the Event of Loss, and an amount equal to (yA) the fourth Business Day following arrears portion, if any, of Basic Rent payable on such Termination Date, or if such Termination Date is not a date on which Basic Rent is payable, a pro-rata portion (pro-rated daily) of the receipt arrears portion, if any, of insurance proceeds Basic Rent payable on the next succeeding date on which Basic Rent is payable, together with respect to all unpaid Termination or Basic Rent, if any, payable before such Event payment date plus (B) all unpaid Supplemental Rent (other than Value) due on or before such payment date, plus (C) the Termination Value for the Aircraft determined as of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon or, if such date of payment and payment is beyond the end of all other Secured Obligations then due and payablethe Term, the Mortgagee shall, at the cost and expense Termination Value as of the Owner, release from last Termination Date of the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such releaseTerm.
Appears in 1 contract
Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe, the 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, within 45 90 days after such occurrence, give the Mortgagee written notice of Owner’s election to either replace the Airframe as provided under Section 4.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) (it being agreed that if Owner shall not have given the Mortgagee such notice of such election within the above specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii)):
(i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c), as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or
(ii) if Owner elects to make a payment in respect of such Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 2.09 hereof on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable and, if any Related Event of Default has occurred and is continuing, all Related Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such release.
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Jetblue Airways Corp)
Event of Loss with Respect to the Airframe. Upon Subject to the occurrence other provisions of this Section 11, upon an Event of Loss with respect to the AirframeAirframe or the Airframe and any Engines then installed thereon, the Owner Lessee shall promptly forthwith (and and, in any event event, within 15 days five (5) Business Days after such occurrence) give the Mortgagee Lessor written notice of such Event of Loss. The Owner shall, occurrence and within 45 thirty (30) days after such occurrence, occurrence give the Mortgagee Lessor written notice of Owner’s election its election, subject to either replace the Airframe as provided under Section 4.05(a)(i) or terms hereof and of the Indenture, to make payment in respect perform one of such Event of Loss as provided under Section 4.05(a)(ii) the following two options (it being agreed that if Owner Lessee shall not have given the Mortgagee such Lessor notice of such election within the above specified time periodthirty (30) days after such occurrence, the Owner Lessee shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii)):to
(i) if Owner elects to replace within one hundred twenty (120) days (the Airframe, Owner shall, subject to "Replacement Period") after the satisfaction date of the conditions contained Event of Loss (but in no event later than the last day of the Term) Lessee shall convey, or cause to be conveyed to Lessor as provided in Section 4.05(c)11(c) hereof, as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenturethe Indenture if it has not been discharged, and to be leased by Lessee hereunder in replacement of the Airframe and such Engines then installed thereon, title to (or, so long as the Foreign Lease Agreement is in effect, beneficial ownership of) a replacement Airframe (together with respect to which the Event same number of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on replacement Engines as the Airframe when it suffered the Event of Loss, a Replacement Engine thereforEngines), such Replacement replacement Airframe and Replacement Engines (A) to be free and clear of all Liens except (it being understood that, upon such conveyance, such replacement Airframe and replacement Engines may be subject to Permitted Liens and Liens), (B) to have a value, utility and remaining useful life (without regard to hours or cycles remaining until life, determined in accordance with the next regular maintenance checkAppraisal Procedure as provided in Section 11(c) hereof, at least equal to, and to be in at least as good operating condition as, the Airframe or Engineand the Engines, as the case may beif any, to be so replaced thereby (assuming that such the Airframe or Engine had been and the Engines were maintained in accordance with the requirements of this Trust IndentureAgreement, whether or not they are in fact so maintained), and (C) to be a like Airbus A320-231 model aircraft with equivalent or better modification status and, in the case of Engines, in compliance with Section 11(b); provided that if the Owner Lessee shall not perform its obligation to effect such replacement under this clause (i) during by the 120-day period end of time provided hereinthe Replacement Period, it Lessee shall pay then be deemed to have elected to comply, and shall comply, with the amounts required to be paid pursuant to and within the time frame specified in provisions of clause (ii) belowof this Section 11(a); orprovided, further, that the payment specified therein shall be deemed to have become due and payable on the Stipulated Loss Value Date occurring on or immediately preceding the last day of the Replacement Period. Upon compliance with the foregoing, Lessor will, subject to the rights of any insurers, transfer to Lessee, "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that such Airframe and Engines are free and clear of Lessor's Liens and Head Lessor's Liens and any Lien arising out of the Foreign Lease Agreement),
(ii) if Owner elects to make On a payment in respect of such Event of Stipulated Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof on a date Value Date on or before the Business Day next following the earlier of one hundred twenty (x120) the 120th day following days after the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any no event not earlier later than the last day of the Term) Lessee shall pay to Lessor in immediately available funds the sum of (A) the Stipulated Loss Value of the Aircraft as shown on Exhibit A for such Stipulated Loss Value Date, plus all Basic Rent or Renewal Rent, as the case may be, payable on each Basic Rent Payment Date or Renewal Rent Payment Date, respectively, prior to the date of Owner’s election under Section 4.05(apayment of such Stipulated Loss Value which has not been paid when due, plus, if such Stipulated Loss Value Date is also a Basic Rent Payment Date or a Renewal Rent Payment Date, the amount of Basic Rent or Renewal Rent, as the case may be, payable by Lessee on such Stipulated Loss Value Date, and (B) all Supplemental Rent payable, whereupon (1) the obligation of Lessee to make payment under this Section 4.05 (a)(ii))pay Basic Rent or Renewal Rent, as the case may be, hereunder with respect to the Aircraft for any period commencing after the date on which such Stipulated Loss Value is paid shall terminate; provided that Lessee shall remain liable for, and upon shall pay on or before the date the Stipulated Loss Value and Supplemental Rent are paid, all payments of Basic Rent or Renewal Rent, as the case may be, for the Aircraft due on or before the date of such payment of Stipulated Loss Value and payment Supplemental Rent, (2) the Term shall terminate with respect to such Aircraft, and (3) Lessor will, subject to the rights of all other Secured Obligations then due any insurers, transfer to Lessee, "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that such Airframe and payableEngines are free and clear of Lessor's Liens, the Mortgagee shall, at the cost Head Lessor's Liens and expense Liens arising out of the OwnerForeign Lease Agreement), release from the Lien all of this Trust Indenture Lessor's right, title and interest, if any, in and to the Airframe and Engines suffering the EnginesEvent of Loss, by executing as well as all of Lessor's right, title and delivering interest, if any, in and to any Engine constituting part of the Owner all documents and instruments as Aircraft but not installed thereon at the Owner may reasonably request to evidence such releasetime of the Event of Loss.
Appears in 1 contract
Samples: Aircraft Lease Agreement (America West Airlines Inc)
Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe, the 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, within 45 90 days after such occurrence, give the Mortgagee written notice of Owner’s election to either replace the Airframe as provided under Section 4.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) (it being agreed that if Owner shall not have given the Mortgagee such notice of such election within the above specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii)):
(i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c), as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or
(ii) if Owner elects to make a payment in respect of such Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 2.09 hereof on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable and, if any Related Indenture Event of Default has occurred and is continuing, all Related Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such release.
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Jetblue Airways Corp)
Event of Loss with Respect to the Airframe. Upon Subject to the occurrence other provisions of this Section 11, upon an Event of Loss with respect to the AirframeAirframe or the Airframe and any Engines then installed thereon, the Owner Lessee shall promptly forthwith (and and, in any event event, within 15 days five (5) Business Days after such occurrence) give the Mortgagee Lessor written notice of such Event of Loss. The Owner shall, occurrence and within 45 thirty (30) days after such occurrence, occurrence give the Mortgagee Lessor written notice of Owner’s election its election, subject to either replace the Airframe as provided under Section 4.05(a)(i) or terms hereof and of the Indenture, to make payment in respect perform one of such Event of Loss as provided under Section 4.05(a)(ii) the following two options (it being agreed that if Owner Lessee shall not have given the Mortgagee such Lessor notice of such election within the above specified time periodthirty (30) days after such occurrence, the Owner Lessee shall be deemed to have elected to make payment perform the option set forth in respect the following clause (ii)), provided, that Lessee shall not have the right to select the option set forth in clause (i) if a Default or an Event of Default shall have occurred and be continuing at the time of such Event election or at the time of Loss as provided under Section 4.05(a)(ii)):replacement:
(i) if Owner elects to replace within one hundred twenty (120) days (the Airframe, Owner shall, subject to "Replacement Period") after the satisfaction date of the conditions contained Event of Loss (but in no event later than the last day of the Term) Lessee shall convey, or cause to be conveyed to Lessor as provided in Section 4.05(c)11(c) hereof, as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenturethe Indenture if it has not been discharged, and to be leased by Lessee hereunder in replacement of the Airframe and such Engines then installed thereon, title to a replacement Airframe (together with respect to which the Event same number of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on replacement Engines as the Airframe when it suffered the Event of Loss, a Replacement Engine thereforEngines), such Replacement replacement Airframe and Replacement Engines (A) to be free and clear of all Liens except (it being understood that, upon such conveyance, such replacement Airframe and replacement Engines may be subject to Permitted Liens and Liens), (B) to have a value, utility and remaining useful life (without regard to hours or cycles remaining until life, determined in accordance with the next regular maintenance checkAppraisal Procedure as provided in Section 11(c) hereof, at least equal to, and to be in at least as good operating condition as, the Airframe or Engineand the Engines, as the case may beif any, to be so replaced thereby (assuming that such the Airframe or Engine had been and the Engines were maintained in accordance with the requirements of this Trust IndentureAgreement, whether or not they are in fact so maintained), and (C) to be a like Airbus A320-231 model aircraft with equivalent or better modification status and, in the case of Engines, in compliance with Section 11(b); provided that if the Owner Lessee shall not perform its 68 obligation to effect such replacement under this clause (i) during by the 120-day period end of time provided hereinthe Replacement Period, it Lessee shall pay then be deemed to have elected to comply, and shall comply, with the amounts required to be paid pursuant to and within the time frame specified in provisions of clause (ii) belowof this Section 11(a); orprovided, further, that the payment specified therein shall be deemed to have become due and payable on the Stipulated Loss Value Date occurring on or immediately preceding the last day of the Replacement Period. Upon compliance with the foregoing, Lessor will, subject to the rights of any insurers, transfer to Lessee, "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that such Airframe and Engines are free and clear of Lessor's Liens and Head Lessor's Liens), all of Lessor's right, title and interest, if any, in and to the Airframe and the Engines suffering the Event of Loss as well as all of Lessor's right, title and interest in and to any Engine constituting part of the Aircraft and replaced as provided above but not installed thereon at the time of the Event of Loss. For all purposes hereof, a replacement Airframe shall be deemed part of the property leased hereunder and shall be deemed the "Airframe" as defined herein. No Event of Loss resulting in replacement of the Airframe or Engines under this Section 11(a)(i) shall result in any reduction of Rent.
(ii) if Owner elects to make On a payment in respect of such Event of Stipulated Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof on a date Value Date on or before the Business Day next following the earlier of one hundred twenty (x120) the 120th day following days after the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any no event not earlier later than the last day of the Term) Lessee shall pay to Lessor in immediately available funds the sum of (A) the Stipulated Loss Value of the Aircraft as shown on Exhibit A for such Stipulated Loss Value Date, plus all Basic Rent or Renewal Rent, as the case may be, payable on each Basic Rent Payment Date or Renewal Rent Payment Date, respectively, prior to the date of Owner’s election under Section 4.05(apayment of such Stipulated Loss Value which has not been paid when due, plus, if such Stipulated Loss Value Date is also a Basic Rent Payment Date or a Renewal Rent Payment Date, the amount of Basic Rent or Renewal Rent, as the case may be, payable by Lessee on such Stipulated Loss Value Date, and (B) all Supplemental Rent payable, whereupon (1) the obligation of Lessee to make payment under this Section 4.05 (a)(ii))pay Basic Rent or Renewal Rent, as the case may be, hereunder with respect to the Aircraft for any period commencing after the date on which such Stipulated Loss Value is paid shall terminate; provided that Lessee shall remain liable for, and upon shall pay on or before the date the Stipulated Loss Value and Supplemental Rent are paid, all payments of Basic Rent or Renewal Rent, as the case may be, for the Aircraft due on or before the date of such payment of Stipulated Loss Value and payment Supplemental Rent, (2) the Term shall terminate with respect to such Aircraft, 69 and (3) Lessor will, subject to the rights of any insurers, transfer to Lessee, "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that such Airframe and Engines are free and clear of Lessor's Liens and Head Lessor's Liens), all other Secured Obligations then due of Lessor's right, title and payableinterest, the Mortgagee shallif any, at the cost in and expense of the Owner, release from the Lien of this Trust Indenture to the Airframe and Engines suffering the EnginesEvent of Loss, by executing as well as all of Lessor's right, title and delivering interest, if any, in and to any Engine constituting part of the Owner all documents and instruments as Aircraft but not installed thereon at the Owner may reasonably request to evidence such releasetime of the Event of Loss.
Appears in 1 contract
Samples: Aircraft Lease Agreement (America West Airlines Inc)
Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe, the 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, within 45 days after such occurrence, give the Mortgagee written notice of Owner’s election to either replace the Airframe as provided under Section 4.05(a)(i) or to make TRUST INDENTURE 2024-1 (AA and A) payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) (it being agreed that if Owner shall not have given the Mortgagee such notice of such election within the above specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii)):
(i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c), as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value, value and utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance checkcycles) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or
(ii) if Owner elects to make a payment in respect of such Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such release.
Appears in 1 contract
Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe, the 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, within 45 90 days after such occurrence, give the Mortgagee written notice of Owner’s election to either replace the Airframe as provided under Section 4.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) (it being agreed that if Owner shall not have given the Mortgagee such notice of such election within the above specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii)):
(i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c), as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or
(ii) if Owner elects to make a payment in respect of such Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 2.09 hereof on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such release.
Appears in 1 contract
Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe, the 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, within 45 days after such occurrence, give the Mortgagee written notice of Owner’s election to either replace the Airframe as provided under Section 4.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) (it being agreed that if Owner shall not have given the Mortgagee such notice of such election within the above specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii)):
(i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c), as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance checkcheek) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or
(ii) if Owner elects to make a payment in respect of such Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such release.. TRUST INDENTURE 2020-1
Appears in 1 contract
Event of Loss with Respect to the Airframe. Upon Subject to the occurrence other provisions of this Section 11, upon an Event of Loss with respect to the AirframeAirframe or the Airframe and any Engines then installed thereon, the Owner Lessee shall promptly forthwith (and and, in any event event, within 15 days five (5) Business Days after such occurrence) give the Mortgagee Lessor written notice of such Event of Loss. The Owner shall, occurrence and within 45 thirty (30) days after such occurrence, occurrence give the Mortgagee Lessor written notice of Owner’s election its election, subject to either replace the Airframe as provided under Section 4.05(a)(i) or terms hereof and of the Indenture, to make payment in respect perform one of such Event of Loss as provided under Section 4.05(a)(ii) the following two options (it being agreed that if Owner Lessee shall not have given the Mortgagee such Lessor notice of such election within the above specified time periodthirty (30) days after such occurrence, the Owner Lessee shall be deemed to have elected to make payment perform the option set forth in respect the following clause (ii)), provided, that Lessee shall not have the right to select the option set forth in clause (i) if a Default or an Event of Default shall have occurred and be continuing at the time of such Event election or at the time of Loss replacement or if the Foreign Lease Agreement does not permit such replacement or requires the payment of additional amounts thereunder (unless Lessee in its election pays such amount due as provided a result thereof under Section 4.05(a)(ii)the Foreign Lease Agreement):
(i) if Owner elects to replace within one hundred twenty (120) days (the Airframe, Owner shall, subject to "Replacement Period") after the satisfaction date of the conditions contained Event of Loss (but in no event later than the last day of the Term) Lessee shall convey, or cause to be conveyed to Lessor as provided in Section 4.05(c)11(c) hereof, as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenturethe Indenture if it has not been discharged, and to be leased by Lessee hereunder in replacement of the Airframe with respect to which and such
(ii) On a Stipulated Loss Value Date on or before one hundred twenty (120) days after the date of the Event of Loss occurred, a Replacement Airframe andor, if any Engine shall have been installed earlier, with respect to insurance proceeds, on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or
(ii) if Owner elects to make a payment in respect of such Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of which insurance proceeds with respect to such the Event of Loss are received by the loss payee (but in any no event not earlier later than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense last day of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such release.Term) Lessee
Appears in 1 contract
Samples: Aircraft Lease Agreement (America West Airlines Inc)
Event of Loss with Respect to the Airframe. (a) Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines or engines then installed on the Airframe, the Owner Lessee (x) shall promptly as soon as possible (and and, in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shallevent, within 45 days after such occurrence, give the Mortgagee written notice of Owner’s election to either replace the Airframe as provided under Section 4.05(a)(ifive (5) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) (it being agreed that if Owner shall not have given the Mortgagee such notice of such election within the above specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii)):
(i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c), as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause ) provide written notice to be subjected to the Lien Lessor and Beneficiary of this Trust Indenturesuch Event of Loss and (y) shall forthwith (and, in replacement any event, within sixty (60) days after the occurrence of such Event of Loss), give written notice to Lessor of its election to perform one of the Airframe following options (it being understood that, if Lessee fails to give such notice, or if Lessee has elected the option set forth in clause (ii) below but has failed to comply with the provisions thereof or with the provisions of Section 12.01(c), Lessee shall be deemed to have elected the option set forth in clause (i) below):
(i) On or before the date that is ninety (90) days after the date of any Event of Loss with respect to which the Airframe or the Airframe and any Engines or engines, but in no event later than two (2) Business Days after receipt of insurance or other proceeds in respect of such Event of Loss (or, if Lessee has elected to replace the Airframe or the Airframe and any Engines or engines pursuant to Section 12.01(a)(ii), on the first Business Day after the 120th day following the Event of Loss), Lessee shall pay to Lessor the sum of (A) the Stipulated Loss Value PLUS (B) the amount of Basic Rent, if any, due and unpaid on such date, PLUS (C) the amount of deferred Basic Rent, if any, as of such date as set forth in the column headed "Deferred Basic Rent" in Schedule SLV, MINUS (D) the amount of prepaid Basic Rent, if any, as of such date as set forth in the column headed "Prepaid Basic Rent" in Schedule SLV, PLUS (E) all Supplemental Rent (other than Stipulated Loss Value) unpaid as of such date; or
(ii) So long as (A) no Specified Default has occurred and is continuing, and (B) the conditions set forth in Section 12.01(c) are met, Lessee may substitute another Embraer aircraft model EMB-145LR or Embraer airframe model EMB-145LR of the same or later vintage as the Airframe that suffered the Event of Loss occurredtogether with one or more Rolls-Royce Allison AE 300 7A1P engines, a Replacement as the case may be, or an ixxxxxxx xxxxx of the Airframe andand Engines, if any Engine shall have been installed on the Airframe when it any, that suffered the Event of Loss, that, in each case, has a value, utility, condition, maximum take-off weight, maximum landing weight (and in the case of an engine, with an equal or greater engine thrust rating), estimated residual value and remaining useful life equal to or greater than, and in as good an operating condition as, the Airframe and Engines, if any, that suffered such Event of Loss (assuming that such Airframe and Engines were then in the condition required by the terms of this Lease) within 120 days following the occurrence of such Event of Loss in accordance with the terms and provisions of Section 12.01(c) below.
(b) If an Event of Loss occurs with respect to the Airframe and Lessee elects the option set forth in clause (i) of Section 12.01(a), then upon payment in full by Lessee of all amounts referred to therein:
(i) the obligations of the Lessee to pay Rent (except for Supplemental Rent obligations surviving pursuant to Section 6.05 and Articles XIV and XV of this Lease or the Tax Indemnity Agreement or which have otherwise accrued but not been paid as of the Termination Date) shall cease;
(ii) the Term shall end; and
(iii) Lessor will transfer to Lessee, without recourse or warranty (except as set forth below) on an as-is, where-is basis, all of Lessor's right, title and interest, if any, in and to the Airframe and Engines (if any) suffering the Event of Loss, as well as all of Lessor's right, title and interest in and to any Engine constituting part of the Aircraft but not installed thereon at the time of the Event of Loss, by way of a bill of sale conveying to Lessee such title as was received by Lessxx on the Delivery Date, free of Lessor's Liens, but subject to Liens arising by or through Lessee. Nothing in this Section 12.01(b) shall be deemed to relieve Lessee of its obligation to pay Rent prior to the date on which the Stipulated Loss Value and all other amounts due hereunder have been paid in full.
(c) If an Event of Loss occurs with respect to the Airframe and Lessee elects the option set forth in clause (ii) of Section 12.01(a), then Lessee shall duly convey to Lessor, at its sole cost and expense, and shall reimburse Lessor for any out-of-pocket costs and expenses incurred in connection therewith, as replacement for the Aircraft that suffered the Event of Loss, title to a Replacement Aircraft (or a Replacement Airframe or a Replacement Airframe and a Replacement Engine thereforwhich, together with the Engine or Engines constituting a part of the Aircraft but not installed thereon at the time of the Event of Loss, constitute the Aircraft) free and clear of all Liens except Permitted Liens described in clauses (i), (ii) and (iii) of the definition thereof. Prior to or at the time of such conveyance, Lessee shall at its expense:
(i) furnish to Lessor a full warranty bill of sale, in form and substance reasonably satisfactory to Xxxsor, with respect to such Replacement Aircraft or Replacement Airframe and Replacement Engines, if any,
(ii) cause a supplement hereto, in form and substance reasonably satisfactory to Lessor, subjecting such Replacement Aircraft or Replacement Airframe and Replacement Engines to the terms of this Lease, to be duly executed by Lessee and recorded as may be necessary or as Lessor may request pursuant to the Federal Aviation Act,
(iii) cause Uniform Commercial Code financing statement(s) to be filed in such place or places as may be necessary or advisable in order to evidence and perfect the interests of Lessor in and to such Replacement Aircraft or Replacement Airframe and Replacement Engines under applicable law,
(iv) furnish Lessor with such evidence as to Lessee's title to such Replacement Aircraft or Replacement Airframe and Replacement Engine and as to the integration of substituted property into the Maintenance Program as Lessor may reasonably request,
(v) furnish Lessor with a certificate of an authorized officer of Lessee together with an appraisal by a qualified independent appraiser of nationally recognized standing reasonably acceptable to Lessor that such Replacement Aircraft or Replacement Airframe and Replacement Engines have a value, utility, condition, maximum take-off weight, maximum landing weight (and in the case of an engine, with an equal or greater engine thrust rating) and remaining useful life, at least equal to, and are in as good an operating condition as, the Aircraft, or the Airframe and Engines, if any, subject to the Event of Loss (assuming that such Aircraft, or Airframe and Engines were in the condition required by the terms of this Lease), together with an insurance certificate related thereto evidencing compliance with Article XI,
(vi) furnish Lessor with an opinion of counsel, reasonably acceptable to Lessor, to the effect that title to such Replacement Aircraft or Replacement Airframe and Replacement Engines have been duly conveyed to Lessor free and clear of all Liens except Permitted Liens and that such Replacement Aircraft is duly leased hereunder, and that the supplement to have this Lease covering the same has been duly recorded under applicable Law together with a valuefavorable opinion of counsel, utility acceptable to Lessor in its reasonable discretion, as to the availability of Section 1110 of the Bankruptcy Code or any successor statute thereto having similar subject matter to Section 1110 with respect to such Replacement Aircraft or Replacement Airframe and remaining useful life Replacement Engines and as to such other matters as may be reasonably requested by Lessor or Beneficiary,
(vii) furnish Lessor with an opinion (in form and substance reasonably acceptable to Lessor) of independent tax counsel selected by Lessee and reasonably acceptable to Lessor, to the effect that the replacement of the Aircraft or the Airframe and Engine, as applicable, will not cause any adverse tax consequences to Lessor or, in lieu of such opinion, furnish Lessor with an indemnity satisfactory to Lessor against any such adverse tax consequences,
(viii) provide all other documentation and take such other action as may be necessary or as Lessor may reasonably request in order that such Replacement Aircraft or Replacement Airframe and Replacement Engines be duly and properly titled in Lessor and covered by the insurance policies required under Article XI,
(ix) cause such Replacement Aircraft to be duly registered in Lessor's name at the FAA, and
(x) subject to Section 10.01, assign to Lessor the benefit of all assignable manufacturers' warranties with respect to such Aircraft or Replacement Airframe and Replacement Engines. Upon full compliance by Lessee with the terms of this Section 12.01(c), Lessor will transfer to Lessee without regard to hours recourse or cycles remaining until the next regular maintenance checkwarranty (except as set forth below) at least equal on an as-is, where-is basis, all of Lessor's right, title and interest, if any, in and to the Airframe and Engines (if any) suffering the Event of Loss, by way of a bill of sale conveying to Lessee such title as was received by Lessxx xn the Delivery Date, free of Lessor's Liens, but subject to Liens arising by or Enginethrough Lessee, and shall remit to Lessee any insurance proceeds relating to property damage from policies maintained by Lessee or any Permitted Sublessee pursuant to Article XI or net condemnation award, in either case, actually received by Lessor. For the avoidance of doubt, Lessee agrees that it shall be solely responsible for the location of any Replacement Aircraft, Replacement Airframe or Replacement Engine at the time that it is to be so transferred in relation to any liability of Lessee under Article XIV. For all purposes hereof, the property so substituted shall be deemed an "AIRCRAFT," "AIRFRAME" and "ENGINE," as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided as defined herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or
(ii) if Owner elects to make a payment in respect of such . No Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture Aircraft or the Airframe and the Engines, by executing and delivering Engines or engines then installed thereon for which substitution has been elected pursuant to the Owner all documents and instruments as the Owner may reasonably request to evidence such releasethis Section 12.01(c) shall result in any reduction in any sum due from Lessee under any Operative Document.
Appears in 1 contract
Samples: Aircraft Lease Agreement (Republic Airways Holdings Inc)
Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe, the Owner Lessee shall promptly forthwith (and in any event within 15 days after such occurrence) give the Mortgagee written Lessor, the Owner Participant and the Indenture Trustee notice of such Event of Loss. The Owner Lessee shall, within 45 60 days after such occurrence, give the Mortgagee Lessor, the Owner Participant and the Indenture Trustee written notice of Owner’s its election to either replace perform one of the Airframe as provided under Section 4.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) following options (it being agreed that if Owner the Lessee shall not have given the Mortgagee Lessor such notice of such election within the above specified time periodelection, the Owner Lessee shall be deemed to have elected to make payment perform the option identified in respect of such Event of Loss as provided under Section 4.05(a)(iithe following clause (ii)):
(i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c8(d), as promptly as possible and in any event within 120 on a date not more than 180 days after the occurrence of such the Event of LossLoss (or, if earlier, the last day of the Term), convey or cause to be subjected conveyed to the Lien of this Trust IndentureLessor, and to be leased by the Lessee hereunder in replacement of the Airframe and Engines with respect to which the Event of Loss occurred, a Replacement Airframe and(together with the same number of Replacement Engines as the number of Engines, if any Engine shall have been installed on the Airframe when it suffered the any, which were subject to such Event of Loss, a Replacement Engine therefor), such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a remaining useful life, estimated residual value, value and utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check) at least equal to the Airframe and Engines, if any, so replaced (assuming such Airframe and Engines were in the condition and repair required by the terms hereof) and to be an airframe that is the same model and same or Engine, later vintage as the case may be, Airframe to be replaced thereby (assuming that such Airframe thereby, or Engine had been maintained in accordance with this Trust Indenture)an improved model; provided that that, if the Owner Lessee shall not perform its obligation to effect such replacement under this clause (i) during the 120180-day period of time provided herein, it shall give the Lessor, the Owner Participant and the Indenture Trustee notice to such effect upon or before the expiration of such period of time and shall promptly pay on the amounts required first Termination Date next following the thirtieth (30th) day after the date of such notice to be paid pursuant to and within the time frame Lessor, in immediately available funds, the amount specified in clause (ii) below; or
(ii) pay or cause to be paid to the Lessor in immediately available funds, on a date specified at least 30 days in advance by the Lessee, which date shall be a Termination Date not more than 180 days after the occurrence of the Event of Loss, an amount equal to (A) the arrears portion, if any, of Basic Rent payable on such Termination Date, together with all unpaid Basic Rent, if any, payable before such payment date plus (B) all unpaid Supplemental Rent (other than Termination Value) due on or before such payment date, plus (C) the Termination Value for the Aircraft determined as of the date of payment or, if such date of payment is beyond the end of the Term, the Termination Value as of the last Termination Date of the Term plus (D) all reasonable out-of-pocket expenses (including reasonable attorneys' fees) incurred by the Lessor or the Owner elects to make a payment Participant in respect of connection with such Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof on a date on or before the Business Day next following the earlier of plus (xE) the 120th day following if the date of such payment is beyond the occurrence end of the Term, interest on the amount of such Event payment, at a rate per annum equal to the TV Rate identified on Exhibit B, for the period from and including the last day of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect Term to but excluding such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such releasepayment.
Appears in 1 contract
Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe, the 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, within 45 90 days after such occurrence, give the Mortgagee written notice of Owner’s election to either replace the Airframe as provided under Section 4.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) (it being agreed that if Owner shall not have given the Mortgagee such notice of such election within the above specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii)):
(i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c), as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or
(ii) if Owner elects to make a payment in respect of such Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 2.09 hereof on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such release.. 5 Insert for A319 aircraft only
Appears in 1 contract
Samples: Trust Indenture and Mortgage (United Air Lines Inc)
Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe, the 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, within 45 days after such occurrence, give the Mortgagee written notice of Owner’s election to either replace the Airframe as provided under Section 4.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) (it being agreed that if Owner shall not have given the Mortgagee such notice of such election within the above specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii)):
(i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c), as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value, value and utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance checkcycles) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; oror TRUST INDENTURE 22-1 (A and B) 38
(ii) if Owner elects to make a payment in respect of such Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such release.
Appears in 1 contract
Samples: Note Purchase Agreement (Sun Country Airlines Holdings, Inc.)
Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe, the 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, within 45 days after such occurrence, give the Mortgagee written notice of Owner’s election to either replace the Airframe as provided under Section 4.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) (it being agreed that if Owner shall not have given the Mortgagee such notice of such election within the above TRUST INDENTURE 2013-1 specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii)):
(i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c), as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or
(ii) if Owner elects to make a payment in respect of such Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such release.
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Hawaiian Holdings Inc)
Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe, the 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, within 45 90 days after such occurrence, give the Mortgagee written notice of Owner’s election to either replace the Airframe as provided under Section 4.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) (it being agreed that if Owner shall not have given the Mortgagee such notice of such election within the above specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii)):
(i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c), as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenture, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; oror 7 Insert for A319 aircraft only
(ii) if Owner elects to make a payment in respect of such Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 2.09 hereof on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such release.
Appears in 1 contract
Samples: Trust Indenture and Mortgage (United Air Lines Inc)
Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the AirframeAirframe or an Engine, the Owner Company shall promptly forthwith (and in any event within 15 fifteen (15) days after such occurrence) give the Mortgagee Collateral Agent written notice of such Event of Loss. The Owner Company shall, within 45 forty-five (45) days after such occurrence, the occurrence of an Event of Loss with respect to the Airframe give the Mortgagee Collateral Agent written notice of Owner’s its election to either replace perform one of the Airframe as provided under Section 4.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) following options (it being agreed that that, if Owner the Company shall not have given the Mortgagee such notice of such election within the above specified time such 45 day period, the Owner Company shall be deemed to have elected to make payment prepay the Notes in respect accordance with Section 2.8(b) of such Event of Loss as provided under Section 4.05(a)(iithe Credit Agreement)):
. The Company may elect either to (i) if Owner elects to replace prepay the AirframeNotes, Owner shall, subject to in which event not later than the satisfaction earlier of (x) the conditions contained in Section 4.05(c), as promptly as possible and in any event within 120 days after Business Day next succeeding the 120th day following the occurrence of such Event of LossLoss or (y) the third Business Day following the receipt of insurance proceeds in respect of such occurrence (but not earlier than thirty (30) days after such occurrence), the Company shall prepay the Notes in accordance with Section 2.8(b) of the Credit Agreement, or (ii) cause to be subjected to the Lien of this Trust Indenture, Mortgage in replacement thereof not later than the Business Day next succeeding the 120th day following the occurrence of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on the Airframe when it suffered the such Event of Loss, a Replacement Engine thereforAirframe (together with the same number of Replacement Engines as the number of Engines, if any, installed on the Airframe at the time such Event of Loss occurred), such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and Liens, to have a value, utility and remaining useful life (without regard to hours or cycles remaining until the next regular maintenance check) at least equal to the Airframe or Engineand Engines, if any, so replaced, as of the case may be, to be replaced thereby date of the Event of Loss (assuming that such Airframe or Engine had been maintained and Engines were in accordance with this Trust Indenturethe condition required by the terms hereof); provided that if the Owner shall Company does not perform its obligation to effect such replacement under in accordance with this clause (iSection 3.5(a) during the 120-day period of time provided herein, it then the Company shall pay prepay the amounts required to be paid Notes pursuant to and within the time frame specified in clause (iiSection 2.8(b) below; or
(ii) if Owner elects to make a payment in respect of such Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof Credit Agreement on a date on or before the Business Day next following the earlier of (x) succeeding the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such release.
Appears in 1 contract
Samples: Mortgage and Security Agreement (Northwest Airlines Corp)
Event of Loss with Respect to the Airframe. Upon Subject to the occurrence other provisions of this Section 11, upon an Event of Loss with respect to the AirframeAirframe or the Airframe and any Engines then installed thereon, the Owner Lessee shall promptly forthwith (and and, in any event event, within 15 days five (5) Business Days after such occurrence) give the Mortgagee Lessor written notice of such Event of Loss. The Owner shall, occurrence and within 45 thirty (30) days after such occurrence, occurrence give the Mortgagee Lessor written notice of Owner’s election its election, subject to either replace the Airframe as provided under Section 4.05(a)(i) or terms hereof and of the Indenture, to make payment in respect perform one of such Event of Loss as provided under Section 4.05(a)(ii) the following two options (it being agreed that if Owner Lessee shall not have given the Mortgagee such Lessor notice of such election within the above specified time periodthirty (30) days after such occurrence, the Owner Lessee shall be deemed to have elected to make payment perform the option set forth in respect the following clause (ii)), provided, that Lessee shall not have the right to select the option set forth in clause (i) if a Default or an Event of Default shall have occurred and be continuing at the time of such Event election or at the time of Loss as provided under Section 4.05(a)(ii)):replacement:
(i) if Owner elects to replace within one hundred twenty (120) days (the Airframe, Owner shall, subject to "Replacement Period") after the satisfaction date of the conditions contained Event of Loss (but in no event later than the last day of the Term) Lessee shall convey, or cause to be conveyed to Lessor as provided in Section 4.05(c)11(c) hereof, as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Trust Indenturethe Indenture if it has not been discharged, and to be leased by Lessee hereunder in replacement of the Airframe and such Engines then installed thereon, title to a replacement Airframe (together with respect to which the Event same number of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on replacement Engines as the Airframe when it suffered the Event of Loss, a Replacement Engine thereforEngines), such Replacement replacement Airframe and Replacement Engines (A) to be free and clear of all Liens except (it being understood that, upon such conveyance, such replacement Airframe and replacement Engines may be subject to Permitted Liens and Liens), (B) to have a value, utility and remaining useful life life, determined in accordance with the Appraisal Procedure
(without regard ii) On a Stipulated Loss Value Date on or before one hundred twenty (120) days after the date of the Event of Loss or, if earlier, with respect to hours or cycles remaining until insurance proceeds, on the next regular maintenance check) at least equal date on which insurance proceeds with respect to the Airframe Event of Loss are received by the loss payee (but in no event later than the last day of the Term) Lessee shall pay to Lessor in immediately available funds the sum of (A) the Stipulated Loss Value of the Aircraft as shown on Exhibit A for such Stipulated Loss Value Date, plus all Basic Rent or EngineRenewal Rent, as the case may be, payable on each Basic Rent Payment Date or Renewal Rent Payment Date, respectively, prior to be replaced thereby the date of payment of such Stipulated Loss Value which has not been paid when due, plus, if such Stipulated Loss Value Date is also a Basic Rent Payment Date or a Renewal Rent Payment Date, the amount of Basic Rent or Renewal Rent, as the case may be, payable -64- 66 by Lessee on such Stipulated Loss Value Date, and (assuming that B) all Supplemental Rent payable, whereupon (1) the obligation of Lessee to pay Basic Rent or Renewal Rent, as the case may be, hereunder with respect to the Aircraft for any period commencing after the date on which such Airframe or Engine had been maintained in accordance with this Trust Indenture)Stipulated Loss Value is paid shall terminate; provided that if the Owner Lessee shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided hereinremain liable for, it and shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or
(ii) if Owner elects to make a payment in respect of such Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof on a date on or before the Business Day next following date the earlier Stipulated Loss Value and Supplemental Rent are paid, all payments of (x) Basic Rent or Renewal Rent, as the 120th day following case may be, for the Aircraft due on or before the date of such payment of Stipulated Loss Value and Supplemental Rent, (2) the occurrence Term shall terminate with respect to such Aircraft, and (3) Lessor will, subject to the rights of any insurers, transfer to Lessee, "AS IS, WHERE IS," without recourse, representation or warranty (except a warranty that such Airframe and Engines are free and clear of Lessor's Liens and Head Lessor's Liens), all of Lessor's right, title and interest, if any, in and to the Airframe and Engines suffering the Event of Loss, as well as all of Lessor's right, title and (y) interest, if any, in and to any Engine constituting part of the fourth Business Day following Aircraft but not installed thereon at the receipt time of insurance proceeds with respect to such the Event of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such releaseLoss.
Appears in 1 contract
Samples: Aircraft Lease Agreement (America West Airlines Inc)
Event of Loss with Respect to the Airframe. (a) Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines or engines then installed on the Airframe, the Owner Lessee (x) shall promptly as soon as possible (and and, in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shallevent, within 45 days after such occurrence, give the Mortgagee written notice of Owner’s election to either replace the Airframe as provided under Section 4.05(a)(ifive (5) or to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii) (it being agreed that if Owner shall not have given the Mortgagee such notice of such election within the above specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 4.05(a)(ii)):
(i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c), as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause ) provide written notice to be subjected to the Lien Lessor and Beneficiary of this Trust Indenturesuch Event of Loss and (y) shall forthwith (and, in replacement any event, within sixty (60) days after the occurrence of such Event of Loss), give written notice to Lessor of its election to perform one of the Airframe following options (it being understood that, if Lessee fails to give such notice, or if Lessee has elected the option set forth in clause (ii) below but has failed to comply with the provisions thereof or with the provisions of Section 12.01(c), Lessee shall be deemed to have elected the option set forth in clause (i) below):
(i) On or before the date that is ninety (90) days after the date of any Event of Loss with respect to which the Airframe or the Airframe and any Engines or engines, but in no event later than two (2) Business Days after receipt of insurance or other proceeds in respect of such Event of Loss (or, if Lessee has elected to replace the Airframe or the Airframe and any Engines or engines pursuant to Section 12.01(a)(ii), on the first Business Day after the 120th day following the Event of Loss), Lessee shall pay to Lessor the sum of (A) the Stipulated Loss Value PLUS (B) the amount of Basic Rent, if any, due and unpaid on such date, PLUS (C) the amount of deferred Basic Rent, if any, as of such date as set forth in the column headed "Deferred Basic Rent" in Schedule SLV, MINUS (D) the amount of prepaid Basic Rent, if any, as of such date as set forth in the column headed "Prepaid Basic Rent" in Schedule SLV, PLUS (E) all Supplemental Rent (other than Stipulated Loss Value) unpaid as of such date; or
(ii) So long as (A) no Specified Default has occurred and is continuing, and (B) the conditions set forth in Section 12.01(c) are met, Lessee may substitute another Embraer aircraft model EMB-145LR or Embraer airframe model EMB-145LR of the same or later vintage as the Airframe that suffered the Event of Loss occurredtogether with one or more Rolls-Royce Allison AE 300 7A1P engines, a Replacement as the case may be, or an imxxxxxx xxxxx of the Airframe andand Engines, if any Engine shall have been installed on the Airframe when it any, that suffered the Event of Loss, that, in each case, has a value, utility, condition, maximum take-off weight, maximum landing weight (and in the case of an engine, with an equal or greater engine thrust rating), estimated residual value and remaining useful life equal to or greater than, and in as good an operating condition as, the Airframe and Engines, if any, that suffered such Event of Loss (assuming that such Airframe and Engines were then in the condition required by the terms of this Lease) within 120 days following the occurrence of such Event of Loss in accordance with the terms and provisions of Section 12.01(c) below.
(b) If an Event of Loss occurs with respect to the Airframe and Lessee elects the option set forth in clause (i) of Section 12.01(a), then upon payment in full by Lessee of all amounts referred to therein:
(i) the obligations of the Lessee to pay Rent (except for Supplemental Rent obligations surviving pursuant to Section 6.05 and Articles XIV and XV of this Lease or the Tax Indemnity Agreement or which have otherwise accrued but not been paid as of the Termination Date) shall cease;
(ii) the Term shall end; and
(iii) Lessor will transfer to Lessee, without recourse or warranty (except as set forth below) on an as-is, where-is basis, all of Lessor's right, title and interest, if any, in and to the Airframe and Engines (if any) suffering the Event of Loss, as well as all of Lessor's right, title and interest in and to any Engine constituting part of the Aircraft but not installed thereon at the time of the Event of Loss, by way of a bill of sale conveying to Lessee such title as was received by Lessox on the Delivery Date, free of Lessor's Liens, but subject to Liens arising by or through Lessee. Nothing in this Section 12.01(b) shall be deemed to relieve Lessee of its obligation to pay Rent prior to the date on which the Stipulated Loss Value and all other amounts due hereunder have been paid in full.
(c) If an Event of Loss occurs with respect to the Airframe and Lessee elects the option set forth in clause (ii) of Section 12.01(a), then Lessee shall duly convey to Lessor, at its sole cost and expense, and shall reimburse Lessor for any out-of-pocket costs and expenses incurred in connection therewith, as replacement for the Aircraft that suffered the Event of Loss, title to a Replacement Aircraft (or a Replacement Airframe or a Replacement Airframe and a Replacement Engine thereforwhich, together with the Engine or Engines constituting a part of the Aircraft but not installed thereon at the time of the Event of Loss, constitute the Aircraft) free and clear of all Liens except Permitted Liens described in clauses (i), (ii) and (iii) of the definition thereof. Prior to or at the time of such conveyance, Lessee shall at its expense:
(i) furnish to Lessor a full warranty bill of sale, in form and substance reasonably satisfactory to Xxxxor, with respect to such Replacement Aircraft or Replacement Airframe and Replacement Engines, if any,
(ii) cause a supplement hereto, in form and substance reasonably satisfactory to Lessor, subjecting such Replacement Aircraft or Replacement Airframe and Replacement Engines to the terms of this Lease, to be duly executed by Lessee and recorded as may be necessary or as Lessor may request pursuant to the Federal Aviation Act,
(iii) cause Uniform Commercial Code financing statement(s) to be filed in such place or places as may be necessary or advisable in order to evidence and perfect the interests of Lessor in and to such Replacement Aircraft or Replacement Airframe and Replacement Engines under applicable law,
(iv) furnish Lessor with such evidence as to Lessee's title to such Replacement Aircraft or Replacement Airframe and Replacement Engine and as to the integration of substituted property into the Maintenance Program as Lessor may reasonably request,
(v) furnish Lessor with a certificate of an authorized officer of Lessee together with an appraisal by a qualified independent appraiser of nationally recognized standing reasonably acceptable to Lessor that such Replacement Aircraft or Replacement Airframe and Replacement Engines have a value, utility, condition, maximum take-off weight, maximum landing weight (and in the case of an engine, with an equal or greater engine thrust rating) and remaining useful life, at least equal to, and are in as good an operating condition as, the Aircraft, or the Airframe and Engines, if any, subject to the Event of Loss (assuming that such Aircraft, or Airframe and Engines were in the condition required by the terms of this Lease), together with an insurance certificate related thereto evidencing compliance with Article XI,
(vi) furnish Lessor with an opinion of counsel, reasonably acceptable to Lessor, to the effect that title to such Replacement Aircraft or Replacement Airframe and Replacement Engines have been duly conveyed to Lessor free and clear of all Liens except Permitted Liens and that such Replacement Aircraft is duly leased hereunder, and that the supplement to have this Lease covering the same has been duly recorded under applicable Law together with a valuefavorable opinion of counsel, utility acceptable to Lessor in its reasonable discretion, as to the availability of Section 1110 of the Bankruptcy Code or any successor statute thereto having similar subject matter to Section 1110 with respect to such Replacement Aircraft or Replacement Airframe and remaining useful life Replacement Engines and as to such other matters as may be reasonably requested by Lessor or Beneficiary,
(vii) furnish Lessor with an opinion (in form and substance reasonably acceptable to Lessor) of independent tax counsel selected by Lessee and reasonably acceptable to Lessor, to the effect that the replacement of the Aircraft or the Airframe and Engine, as applicable, will not cause any adverse tax consequences to Lessor or, in lieu of such opinion, furnish Lessor with an indemnity satisfactory to Lessor against any such adverse tax consequences,
(viii) provide all other documentation and take such other action as may be necessary or as Lessor may reasonably request in order that such Replacement Aircraft or Replacement Airframe and Replacement Engines be duly and properly titled in Lessor and covered by the insurance policies required under Article XI,
(ix) cause such Replacement Aircraft to be duly registered in Lessor's name at the FAA, and
(x) subject to Section 10.01, assign to Lessor the benefit of all assignable manufacturers' warranties with respect to such Aircraft or Replacement Airframe and Replacement Engines. Upon full compliance by Lessee with the terms of this Section 12.01(c), Lessor will transfer to Lessee without regard to hours recourse or cycles remaining until the next regular maintenance checkwarranty (except as set forth below) at least equal on an as-is, where-is basis, all of Lessor's right, title and interest, if any, in and to the Airframe and Engines (if any) suffering the Event of Loss, by way of a bill of sale conveying to Lessee such title as was received by Lessox xx the Delivery Date, free of Lessor's Liens, but subject to Liens arising by or Enginethrough Lessee, and shall remit to Lessee any insurance proceeds relating to property damage from policies maintained by Lessee or any Permitted Sublessee pursuant to Article XI or net condemnation award, in either case, actually received by Lessor. For the avoidance of doubt, Lessee agrees that it shall be solely responsible for the location of any Replacement Aircraft, Replacement Airframe or Replacement Engine at the time that it is to be so transferred in relation to any liability of Lessee under Article XIV. For all purposes hereof, the property so substituted shall be deemed an "AIRCRAFT," "AIRFRAME" and "ENGINE," as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided as defined herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or
(ii) if Owner elects to make a payment in respect of such . No Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture Aircraft or the Airframe and the Engines, by executing and delivering Engines or engines then installed thereon for which substitution has been elected pursuant to the Owner all documents and instruments as the Owner may reasonably request to evidence such releasethis Section 12.01(c) shall result in any reduction in any sum due from Lessee under any Operative Document.
Appears in 1 contract
Samples: Aircraft Lease Agreement (Republic Airways Holdings Inc)
