Events of Loss. Within 360 days after any Event of Loss with respect to any Collateral with a fair market value (or replacement cost, if greater) in excess of $1.0 million, the Partnership or the affected Restricted Subsidiary of the Partnership, as the case may be, may apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the Shreveport Resort, with no concurrent obligation to make any purchase of any Notes; provided, however, that:
(a) the Partnership delivers to the Trustee within 60 days of such Event of Loss a written opinion from a reputable contractor that the Shreveport Resort with at least the Minimum Facilities can be rebuilt, repaired, replaced or constructed and operating within 360 days of the Event of Loss;
(b) an Officers’ Certificate certifying that the Partnership has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (a) above; and
(c) the Net Loss Proceeds are less than $75.0 million. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this Section 4.11 will be deemed “Excess Loss Proceeds.” Within 10 days following the date that the aggregate amount of Excess Loss Proceeds exceeds $5.0 million, the Partnership will make an offer (an “Event of Loss Offer”) to all Holders of Notes to purchase the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of principal amount plus accrued and unpaid Interest to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Issuers may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased in the manner described under Section 3.02 hereof. Upon completion of any such Event of Loss Offer, the amount of Excess Loss Proceeds shall be reset at zero. In the event of an Event of Loss pursuant to clause (3) of the definition of “Event of Loss” with respect to any property or assets that have a fair market value (or replacement cost, if greater) in excess of $5.0 million, the Partnership...
Events of Loss. (a) Subject to the Collateral Documents, in the case of an Event of Loss with respect to any Notes Collateral, the Borrower or the affected Restricted Subsidiary, as the case may be, shall apply the Net Loss Proceeds from such Event of Loss, within 450 days after receipt, at its option to:
(1) permanently reduce the Tranche 2 Sub-Facility and/or Obligations under this Agreement, the Senior Secured Notes and any other Additional Parity Debt in accordance with Section 7.05(b)(1)(A) hereof;
(2) rebuild, repair, replace or construct improvements to the affected property or facility (or enter into a binding agreement to do so, provided that (x) such rebuilding, repair, replacement or construction has been completed within the later of (i) 450 days after the receipt of the Net Loss Proceeds and (ii) six months after the date of such binding agreement and (y) if such rebuilding, repair, replacement or construction is not consummated within the period set forth in subclause (x), the Net Loss Proceeds not so applied will be deemed to be Excess Loss Proceeds (as defined below)); or
(3) invest in assets and properties as described in Section 7.05(b)(2) and Section 7.05(b)(3) hereof, substituting the term “Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” and the term “Excess Loss Proceeds” for the term “Excess Proceeds.”
(b) In the case of Section 7.02(a)(2) or Section 7.02(a)(3), any replacement assets or property shall be pledged as Collateral, in accordance with the Collateral Documents and Section 6.13.
(c) Any Net Loss Proceeds from an Event of Loss that are not applied or invested as provided in Section 7.05(a) shall be deemed to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $25.0 million, the Borrower shall make an offer (a “Loss Proceeds Offer”) to all Lenders and to any holders of the Senior Secured Notes or Additional Parity Debt to the extent required by the terms thereto to purchase the maximum principal amount of Loans and such Senior Secured Notes and Additional Parity Debt that may be purchased out of such Excess Loss Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Loans, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repayment and in the case of any Senior Secured Notes or Additional Parity Debt at the offer price required by the terms thereof but not to exceed 100% of the princ...
Events of Loss. In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss:
(1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and
(2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 mill...
Events of Loss. In the event of an Event of Loss, the Company or the applicable Restricted Subsidiary may apply the Net Loss Proceeds from such Event of Loss to (I) make an investment in or expenditures for Replacement Assets (provided that such Replacement Assets shall become Collateral) or (II) make an acquisition of all of the Capital Stock or assets of any Person or division conducting a business reasonably related to that of the Company or its subsidiaries (provided that the assets so acquired shall become Collateral). The 366th day after receipt by the Company or the applicable Restricted Subsidiary of the Net Loss Proceeds or any earlier date on which the board of managers or directors of the Company or board of the applicable Restricted Subsidiary determines not to apply the Net Loss Proceeds (other than in connection with an Event of Loss for which the Net Loss Proceeds do not exceed $5.0 million) in accordance with the preceding paragraph (each, a "Net Loss Proceeds Offer Trigger Date"), such aggregate amount of Net Loss Proceeds which have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Loss Proceeds Offer Trigger Date shall be deemed to be the date of termination of such contractual commitment) on or before such Net Loss Proceeds Offer Trigger Date as permitted by the preceding paragraph (the "Excess Net Loss Proceeds") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (or prepay, repay or redeem, as the case may be) (the "Net Loss Proceeds Offer") on a date (the "Net Loss Proceeds Offer PaymentDate") that is not less than 30 nor more than 45 days following the applicable Net Loss Proceeds Offer Trigger Date, from: • all Holders of Notes (including any Additional Notes subsequently issued under this Indenture), and • all other Holders of Pari Passu Indebtedness that contains provisions requiring that an offer to purchase (or other repayment, prepayment or redemption, as applicable) of such other Indebtedness be made with the Net Loss Proceeds, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased with such Excess Net Loss Proceeds. The offer price for Notes in any Net Loss Proceeds Offer will be equal to 100% of their principal amount, plus any accrued and unpaid interest to the date of purchase. The pro rata portion of the Net Loss Excess Proceeds allocable to the Holders of Notes (the "Notes Excess Net Loss...
Events of Loss. 11.1 If an Event of Loss occurs after delivery of the Aircraft to Lessee, Lessee will pay the Agreed Value to Lessor on or prior to the earlier of (i) 5 Business Days after the Event of Loss and (ii) the date of receipt of insurance proceeds in respect of that Event of Loss. Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of that amount and all other amounts which may be or become payable to Lessor under this Agreement, Lessor will without recourse or warranty (except as to Lessor's Liens) and without further act, be deemed to have transferred to Lessee all of Lessor's rights to any Engines and Parts not installed when the Event of Loss occurred, all on an as-is where-is basis, and will at Lessee's expense, execute and deliver such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) the transfer and the vesting of Lessor's rights in such Engines and Parts in Lessee, free and clear of all rights of Lessor and Lessor Liens.
Events of Loss. If the Issuer or a Restricted Subsidiary suffers an Event of Loss, the Net Cash Proceeds therefrom will be paid directly by the party providing such Net Cash Proceeds to the Collateral and Intercreditor Agent, pursuant to the applicable Collateral Document, as additional Collateral. As any portion or all of the Net Cash Proceeds from any such Event of Loss are received by the Collateral and Intercreditor Agent, the Issuer may apply all of such amount or amounts, as received, together with all interest earned thereon, individually or in combination, (1) to purchase or otherwise invest in Replacement Collateral, (2) to restore the relevant Collateral or Real Property Collateral, as the case may be, and (3) solely in the event that the Collateral or Real Property Collateral, as the case may be, subject to the Event of Loss is not necessary for and the absence of such Collateral or Real Property Collateral, as the case may be, would not otherwise materially adversely affect the business of the Issuer as it was conducted prior to the occurrence of such Event of Loss, to repay Permitted Secured Obligations (other than Trade Payables). In the event that the Issuer elects to restore the relevant Collateral or Real Property Collateral, as the case may be, pursuant to the foregoing clause (2), within 180 days of receipt of such Net Cash Proceeds from an Event of Loss, the Issuer will
(i) give the Trustee irrevocable written notice of such election, and
(ii) enter into a binding commitment to restore such Collateral or Real Property Collateral, as the case may be, a copy of which will be supplied to the Trustee, and will have 360 days from the date of such binding commitment to complete such restoration, which will be carried out with due diligence. The Issuer will take such action, at its sole expense, as may be required to ensure that the Collateral and Intercreditor Agent has, from the date of such purchase or investment, a first ranking Lien on such Replacement Collateral. Any such Net Cash Proceeds that the Issuer does not elect to apply within such 180 period or does not actually apply within such 360 day period will be applied to make an Asset Sale Offer in accordance with the terms described below in Section 3.9(e).
Events of Loss provisions stipulating that the lease will terminate in the event of a Total Loss of the relevant aircraft;
Events of Loss. 14 Section 10.1. Occurrence of Events of Loss............................................
Events of Loss. If an Event of Loss shall occur with respect to any Collateral, then the relevant Borrower Party shall (a) diligently pursue all its rights to compensation against any Person with respect to such Event of Loss, (b) cause all Loss Proceeds to be deposited in the Proceeds Account pursuant to the Accounts Agreement, (c) cause all Business Interruption Proceeds to be deposited in the Business Interruption Proceeds Account pursuant to the Accounts Agreement and (d) cause all Loss Proceeds and any Business Interruption Proceeds to be applied in accordance with the Collateral Agreement, the Accounts Agreement and Section 3.17 hereof.
Events of Loss. (a) Pre-delivery: If an Event of Loss occurs prior to delivery of the Aircraft to Lessee, Lessor will have the option, exercisable by giving Lessee notice in writing, to substitute an alternative aircraft of the same manufacture, model, value and utility as the Aircraft. If Lessor exercises such option, Lessee shall be obliged to lease such substitute aircraft pursuant to the terms and conditions of this Agreement and such substitute aircraft shall constitute the Aircraft for all purposes of this Agreement. Lessor shall provide Lessee with details of the substitute aircraft as soon as may be practicable after the occurrence of the Event of Loss. If Lessor advises Lessee that Lessor does not wish to exercise such option, this Agreement will immediately terminate and except as expressly stated in this Agreement neither party will have any further obligation or liability under this Agreement other than pursuant to Clause 16.9 except that Lessor will return the Deposit if paid in cash or cancel and return the Letter of Credit, as applicable, to Lessee; and
