Common use of Events of Loss Clause in Contracts

Events of Loss. (a) If an Event of Loss occurs prior to Delivery of the Aircraft, the Lease will immediately terminate and except as expressly stated in the Lease neither party will have any further obligation other than pursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Deposit (if any) to Lessee and return to Lessee or Cancel any Letter of Credit. (b) If an Event of Loss occurs after Delivery, Lessee will pay the Agreed Value to Lessor on or prior to the earlier of (i) sixty (60) days after the Event of Loss and (ii) the date of receipt of insurance proceeds in respect of that Event of Loss. (c) Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be or become payable to Lessor under the Lease, and if Lessee requests such transfer, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor's Liens) transfer to Lessee or will procure that Owner transfers to Lessee or to Lessee's designee legal and beneficial title, subject to no Lessor's Liens (but otherwise without warranty), to the Aircraft, on an AS IS, WHERE IS basis, and will at Lessee's expense, execute and deliver or will procure that Owner executes and delivers such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) such transfer, free and clear of all rights of Lessor and Owner and Lessor Liens. Lessee shall indemnify, on an After-Tax Basis, Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred A by Lessor, Owner or any other Tax Indemnitee in connection with any such transfer.

Events of Loss. (a) If an Event of Loss occurs prior to Delivery of the Aircraft, the Lease will immediately terminate and except as expressly stated in the Lease neither party will have any further obligation other than pursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Deposit (if any) to Lessee and return to Lessee or Cancel cancel any Letter of Credit. (b) If an Event of Loss occurs after Delivery, Lessee will pay the Agreed Value to Lessor on or prior to the earlier of (i) sixty (60) days after the Event of Loss and (ii) the date of receipt of insurance proceeds in respect of that Event of Loss. (c) Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be or become payable to Lessor under the Lease, and if Lessee requests such transfer, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor's Liens) transfer to Lessee or will procure that Owner transfers to Lessee or to Lessee's designee legal and beneficial title, subject to no LessorLess or's Liens (but otherwise without warranty), to the Aircraft, on an AS IS, WHERE IS basis, and will at Lessee's expense, execute and deliver or will procure that Owner executes and delivers such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) such transfer, free and clear of all rights of Lessor and Owner and Lessor Liens. Lessee shall indemnify, on an After-Tax Basis, Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred A by Lessor, Owner or any other Tax Indemnitee in connection with any such transfer.

Events of Loss. (a) If an Event of Loss occurs prior to Delivery of the AircraftEngine, the Lease will immediately terminate and except as expressly stated in the Lease neither party will have any further obligation other than pursuant to Section 5.21 (Expenses) and Section 3 of Schedule 44 (Pre-Delivery Procedures and Delivery Condition Requirements), except that Lessor will return the any Deposit (if any) to Lessee and return to Lessee or Cancel cancel any Letter of Credit. (b) If an Event of Loss occurs after Delivery, Lessee will pay the Agreed Value to Lessor on or prior to the earlier of (i) sixty thirty (6030) days after the Event of Loss and (ii) the date of receipt of insurance proceeds in respect of that Event of Loss. (c) Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be or become payable to Lessor under the Lease, and if Lessee requests such transfer, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor's ’s Liens) transfer to Lessee or will procure that Owner transfers to Lessee or to Lessee's designee legal and beneficial title, subject to no Lessor's ’s Liens (but otherwise without warranty), to the AircraftEngine, on an AS IS, WHERE IS basis, and will at Lessee's ’s expense, execute and deliver or will procure that Owner executes and delivers such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) such transfer, free and clear of all rights of Lessor and Owner and Lessor Liens. Lessee shall indemnify, on an After-Tax Basis, indemnify Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred A by Lessor, Owner or any other Tax Indemnitee in connection with any such transfer, except for Lessor Taxes.

Events of Loss. (a) If an Event of Loss occurs prior to Delivery of the Aircraft, the Lease will immediately terminate and except as expressly stated in the Lease neither party will have any further obligation other than pursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Deposit (if any) to Lessee and return to Lessee or Cancel cancel any Letter of Credit. (b) If an Event of Loss occurs after Delivery, Lessee will pay the Agreed Value to Lessor on or prior to the earlier of (i) sixty (60) days after the Event of Loss and (ii) the date of receipt of insurance proceeds in respect of that Event of Loss. (c) Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be or become payable to Lessor under the Lease, and if Lessee requests such transfer, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor's Liens) transfer to Lessee or will procure that Owner transfers to Lessee or to Lessee's designee legal and beneficial title, subject to no Lessor's Liens (but otherwise without warranty), to the Aircraft, on an AS IS, WHERE IS basis, and will at Lessee's expense, execute and deliver or will procure that Owner executes and delivers -41- such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) such transfer, free and clear of all rights of Lessor and Owner and Lessor Liens. Lessee shall indemnify, on an After-Tax Basis, Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred A by Lessor, Owner or any other Tax Indemnitee in connection with any such transfer.

Events of Loss. (a) If an Event of Loss occurs prior to Delivery of the Aircraft, the Lease will immediately terminate and except as expressly stated in the Lease neither party will have any further obligation other than pursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Deposit (if any) to Lessee and return to Lessee or Cancel cancel any Letter of Credit. (b) If an Event of Loss occurs after Delivery, Lessee will pay the Agreed Value to Lessor on or prior to the earlier of (i) sixty (60) days after the Event of Loss and (ii) the date of receipt of insurance proceeds in respect of that Event of Loss. (c) Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be or become payable to Lessor under the Lease, and if Lessee requests such transfer, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor's Liens) transfer to Lessee or will procure that Owner transfers to Lessee or to Lessee's designee legal and beneficial title, subject to no Lessor's Liens (but otherwise without warranty), to the Aircraft, on an AS IS, WHERE IS basis, and will at Lessee's expense, execute and deliver or will procure that Owner executes and delivers such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) such transfer, free and clear of all rights of Lessor and Owner and Lessor Liens. Lessee shall indemnify, on an After-Tax Basis, Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred A by Lessor, Owner or any other Tax Indemnitee in connection with any such transfer.

Events of Loss. (a) If an Event of Loss occurs prior to Delivery of the AircraftEngine, the Lease will immediately terminate and except as expressly stated in the Lease or under any Other Agreement, neither party will have any further obligation obligation, other than pursuant to Section 5.21 (Expenses) and Section 3 of Schedule 44 (Pre-Delivery Procedures and Delivery Condition Requirements), except that Lessor will return the Deposit to Lessee, together with any such additional amounts (if any) as may be payable to Lessee pursuant to the Engine Lease Agreement, and return to Lessee or Cancel cancel any Letter of Credit. (b) If an Event of Loss occurs after Delivery, Lessee will at Lessee’s option (x) pay the Agreed Value to Lessor on or prior to the earlier of (i) sixty one hundred twenty (60120) days after the Event of Loss and (ii) within two (2) Business Days after the date of receipt of insurance proceeds in respect of that Event of Loss or (y) replace the Engine pursuant to Sections 8.11(a) and (b). Concurrently with Lessee’s conveyance to Lessor of a Replacement Engine, Lessor shall pay to Lessee the amount of any proceeds received by Lessor under the Insurance policies maintained by Lessee hereunder. For the avoidance of doubt, if Lessee exercises its option to replace the Engine pursuant to Sections 8.11(a) and (b) in an Event of Loss, the Term of the Lease shall continue until the Scheduled Expiry Date. (c) Subject to the rights of any insurers and reinsurers or other third party, upon Upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be or become are then due and payable to Lessor under the Lease, and if Lessee requests such transfer, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor's Lessor Liens) transfer to Lessee or its designee or will procure that Owner transfers to Lessee or to Lessee's its designee legal and beneficial title, subject to no Lessor's Lessor Liens (but otherwise without warranty), to the AircraftEngine, on an AS IS, WHERE IS basisbasis and will, and will at Lessee's ’s expense, execute and deliver or will procure that Owner executes and delivers delivers, such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) such transfer, free and clear of all rights of Lessor and Owner and Lessor Liens. Lessee shall indemnify, on an After-Tax Basis, Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred A by Lessor, Owner or any other Tax Indemnitee in connection with any such transfer.

Events of Loss. (a) If Subject to the Intercreditor Agreement and the Collateral Documents, in the event of an Event of Loss occurs prior with respect to Delivery any Collateral, the Company or the affected Guarantor, as the case may be, shall apply the Net Loss Proceeds from such Event of Loss, within 365 days after receipt, at its option to: (1) if the Event of Loss relates to Primary Collateral, the permanent prepayment or repayment of any Note/Term Obligations on a pro rata basis; (2) if the Event of Loss relates to Secondary Collateral, the permanent prepayment or repayment of any Revolving Loan Obligations, subject to the Intercreditor Agreement; (3) the rebuilding, repair, replacement or construction of improvements to the affected assets, property or facility; or (4) (A) with respect to any Event of Loss, whether or not involving Collateral, invest in the purchase of assets (other than securities) to be used by the Company or any Restricted Subsidiary in a Permitted Business, (B) acquire Capital Stock in a Person that is a Restricted Subsidiary of the AircraftCompany or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition provided, that, in the case of assets or Capital Stock acquired by the Company, Xxxxx Xxxxx GP or a Guarantor as described in (A) and/or (B), the Lease will immediately terminate relevant party must execute such collateral documents as are required by the Collateral Documents or (C) a combination of (A) and except as expressly stated (B); provided that any Net Loss Proceeds received in the Lease neither party form of Qualified Noncash Proceeds shall be deemed an application of such Net Loss Proceeds in accordance with this clause (4); provided, further, that the Company or such Restricted Subsidiary shall be deemed to have applied Net Loss Proceeds in accordance with this clause (4) within such 365-day period if, within such 365-day period, it has entered into a binding commitment or agreement to invest such Net Loss Proceeds and continues to use all reasonable efforts to so apply such Net Loss Proceeds as soon as practicable thereafter, and that upon any abandonment or termination of such commitment or agreement after such 365-day period, the Net Loss Proceeds not applied will have any further obligation other than pursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Deposit (if any) to Lessee and return to Lessee or Cancel any Letter of Creditconstitute Excess Loss Proceeds. (b) If On the 366th day after an Event of Loss occurs after Delivery(the “Loss Proceeds Offer Trigger Date”), Lessee will pay the Agreed Value to Lessor such aggregate amount of Net Loss Proceeds which have not been applied or invested on or before such Loss Proceeds Offer Trigger Date as permitted in the preceding paragraph hereof (the “Excess Loss Proceeds”) shall be applied by the Company and Xxxxx Xxxxx GP to make an offer to all holders of Note/Term Obligations (a “Loss Proceeds Offer”) to purchase the maximum principal amount of Note/Term Obligations that may be purchased out of such Excess Loss Proceeds, at an offer price in cash in an amount equal to 100% of their principal amount plus accrued and unpaid interest, if any, to the date of purchase. If the aggregate principal amount of Note/Term Obligations surrendered by holders exceeds the Excess Loss Proceeds to be used to purchase Note/Term Obligations, the Trustee shall select the Note/Term Obligations to be purchased on a pro rata basis. To the extent that the aggregate principal amount of Note/Term Obligations surrendered pursuant to a Loss Proceeds Offer is less than the Excess Loss Proceeds, the Co-Obligors may apply any remaining Net Loss Proceeds to any purpose consistent with this Indenture and, following the consummation of the Loss Proceeds Offer, the Excess Loss Proceeds amount shall be reset to zero. Pending the final application of any Net Loss Proceeds, the Company or the affected Guarantor shall deposit such Net Loss Proceeds in accordance with the Collateral Documents. Notwithstanding anything to the contrary in the foregoing, the Co-Obligors and the Guarantors may commence a Loss Proceeds Offer prior to the earlier expiration of (i) sixty (60) 365 days after the Event occurrence of Loss and (ii) the date of receipt of insurance proceeds in respect of that an Event of Loss. (c) Subject The Co-Obligors and the Guarantors may defer any Loss Proceeds Offer until there is an aggregate unutilized amount of Excess Loss Proceeds equal to or in excess of $10.0 million (at which time, the entire unutilized amount of Excess Loss Proceeds, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to the rights of any insurers preceding paragraph). (d) The Company and reinsurers or other third partyXxxxx Xxxxx GP shall comply with the applicable tender offer rules, upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be or become payable to Lessor including Rule 14e-1 under the LeaseExchange Act, and if Lessee requests such transfer, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor's Liens) transfer to Lessee or will procure that Owner transfers to Lessee or to Lessee's designee legal and beneficial title, subject to no Lessor's Liens (but otherwise without warranty), to the Aircraft, on an AS IS, WHERE IS basis, and will at Lessee's expense, execute and deliver or will procure that Owner executes and delivers such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) such transfer, free and clear of all rights of Lessor and Owner and Lessor Liens. Lessee shall indemnify, on an After-Tax Basis, Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred A by Lessor, Owner or any other Tax Indemnitee applicable securities laws or regulations in connection with a Loss Proceeds Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of this Indenture, the Co-Obligors and the Guarantors shall comply with such transfersecurities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof, and the relevant provisions of this Indenture shall be deemed modified as necessary to permit such compliance.

Events of Loss. (a) If an Event of Loss occurs with respect to the Aircraft prior to Delivery delivery of the AircraftAircraft to Lessee, the Lease this Agreement will immediately terminate and and, except as expressly stated in the Lease this Agreement, neither party will have any further obligation other than pursuant to Section 5.21 and Section 3 of Schedule 4, or liability under this Agreement except that Lessor will return the Deposit (if any) refund to Lessee and return to Lessee or Cancel the amount of any Letter of Credit.Aircraft Deposit paid under this Agreement; and (b) If an Event of Loss occurs with respect to the Aircraft after Deliverydelivery of the Aircraft to Lessee, Lessee will pay the Agreed Value to Lessor on or prior to the earlier later of (i) sixty five (605) days Business Days after the Event of Loss and (ii) the date of receipt of insurance proceeds in respect of that Event of Loss. , but no later than sixty (c60) days after the Event of Loss occurs. Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of the Agreed Value that amount and all other amounts which may be or become payable to Lessor under the Lease, and if Lessee requests such transferthis Agreement, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor's Liens) transfer and without further act, be deemed to have transferred to Lessee or will procure that Owner transfers to Lessee or to Lessee's designee legal and beneficial title, subject to no all of Lessor's Liens (but otherwise without warranty)rights to any Engine and Parts not installed when the Event of Loss occurred, to the Aircraft, all on an AS IS, WHERE IS as-is where-is basis, and will at Lessee's expense, execute and deliver or will procure that Owner executes and delivers 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 transferParts in Lessee, free and clear of all rights of Lessor and Owner Lessor Liens. (c) If an Event of Loss occurs with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Aircraft: (i) Lessee shall forthwith (and in any event within five (5) days after such occurrence) give Lessor written notice thereof, and Lessor Liens. and Lessee shall indemnifyproceed diligently and cooperate fully with each other in the recovery of any and all proceeds of insurance applicable thereto. (ii) Subject to satisfaction of the conditions set forth in Clause (iii) below, on an After-Tax Basisas soon as practicable but in no event later than sixty (60) days after the occurrence of such Event of Loss, Lessor shall substitute a Replacement Engine (as defined herein) for the Engine as to which such Event of Loss has occurred. In such event, immediately upon the effectiveness of such substitution, the Replacement Engine shall become subject to this Lease Agreement and be deemed part of the Aircraft for all purposes thereof to the same extent as the Engine which is replaced. Upon such substitution, Lessor and Lessee shall execute and deliver such documents and instruments (including appropriate filings with the FAA's Aircraft Registry) to evidence such substitution of the Engine in question by the Replacement Engine. (iii) Lessor shall retain all insurance proceeds up to the full amount of the purchase price for the Replacement Engine. In the event that the insurance proceeds are less than the full amount of the purchase price for the Replacement Engine, Lessee shall reimburse Lessor for any such shortfall. In the event that the insurance proceeds exceed such purchase price for the Replacement Engine, Lessor shall return to Lessee the amount of any such excess. Notwithstanding the foregoing terms and conditions to the contrary, Lessor's obligation to provide a Replacement Engine or to refund, Owner return or repay to Lessee such excess insurance proceeds are subject to the condition that no Default described in Sections 13.l(a) or (b) or Sections 13.1(h)-(1) shall have occurred and each other Tax Indemnitee be continuing. (iv) For purposes of this Section 11.1(c), the term "Replacement Engine means a Pratx xxx Whitxxx Xxxel JT8D-9A engine (or an engine of the same manufacturer of a comparable or improved model that is suitable and certificated by the FAA, for installation and use on the Aircraft) which has a value and utility (based on but not limited to all feeslife-limited engine components and time since last Hot Section Refurbishment), expenses and Taxes incurred A is in as good operating condition as the Engine it is replacing, assuming such Engine was in the condition and repair as required by Lessor, Owner or any other Tax Indemnitee in connection with any the terms hereof immediately prior to the occurrence of such transferEvent of Loss.

Events of Loss. (a) If an Event of Loss occurs prior to Delivery of the AircraftEngine, the Lease will immediately terminate and except as expressly stated in the Lease neither party will have any further obligation other than pursuant to Section 5.21 (EXPENSES) and Section 3 of Schedule 4SCHEDULE 4 (PRE-DELIVERY PROCEDURES AND DELIVERY CONDITION REQUIREMENTS), except that Lessor will return the any Deposit (if any) to Lessee and return to Lessee or Cancel cancel any Letter of Credit. (b) If an Event of Loss occurs after Delivery, Lessee will shall pay or cause to be paid the Agreed Value to Lessor on or prior to the earlier of (i) sixty ninety (6090) days after the occurrence of the Event of Loss and (ii) the date of receipt of insurance proceeds in respect of that Event of Loss. (c) Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be are then due or will thereupon become payable due to Lessor under the Lease, and if Lessee requests such transfer, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor's Liens) transfer to Lessee or will procure that Owner transfers to Lessee or to Lessee's designee legal and beneficial title, subject to no Lessor's Liens (but otherwise without warranty), to the AircraftEngine, on an AS IS, WHERE IS basis, and will at Lessee's expense, execute and deliver or will procure that Owner executes and delivers such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) such transfer, free and clear of all rights of Lessor and Owner and Lessor Liens. Lessee shall indemnify, on an After-Tax Basis, Lessor, Lessor and Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred A by Lessor, Owner or any other Tax Indemnitee in connection with any such transfer, except for Lessor Taxes.

Events of Loss. (a) If an Event of Loss occurs prior to Delivery of the Aircraft, the Lease will immediately terminate and except as expressly stated in the Lease or under any Other Agreement, neither party will have any further obligation obligation, other than pursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Deposit to Lessee, together with any such additional amounts (if any) as may be payable to Lessee pursuant to the Aircraft Lease Agreement, and return to Lessee or Cancel cancel any Letter of Credit. (b) If an Event of Loss occurs after Delivery, Lessee will pay the Agreed Value to Lessor on or prior to the earlier of (i) sixty one hundred twenty (60120) days after the Event of Loss and (ii) within two (2) Business Days after the date of receipt of insurance proceeds in respect of that Event of Loss. (c) Subject to the rights of any insurers and reinsurers or other third party, upon Upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be or become are then due and payable to Lessor under the Lease, and if Lessee requests such transfer, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor's Lessor Liens) transfer to Lessee or its designee or will procure that Owner transfers to Lessee or to Lessee's its designee legal and beneficial title, subject to no Lessor's Lessor Liens (but otherwise without warranty), to the Aircraft, on an AS IS, WHERE IS basisbasis and will, and will at Lessee's ’s expense, execute and deliver or will procure that Owner executes and delivers delivers, such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) such transfer, free and clear of all rights of Lessor and Owner and Lessor Liens. Lessee shall indemnify, on an After-Tax Basis, Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred A by Lessor, Owner or any other Tax Indemnitee in connection with any such transfer.