Loss Destruction or Requisition. (a) [Reserved]. (b) Event of Loss with Respect to any such Spare Engine. Upon the occurrence of an Event of Loss with respect to any such Spare Engine, the Grantor shall give the Trustee prompt written notice thereof within 15 days after the Grantor has determined that an Event of Loss has occurred with respect to such Spare Engine and shall, within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Spare Engine Security Agreement, as replacement for the Engine with respect to which such Event of Loss occurred, a Replacement Spare Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any replacement under this Section 6.04(b), the Grantor will (i) cause a Spare Engine Security Agreement Supplement covering such Replacement Spare Engine to be delivered to the Trustee for execution and, upon such execution, to be filed for recordation pursuant to the Transportation Code, (ii) furnish the Trustee with a copy of the original xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to the Trustee (which may be a copy of an invoice or purchase order) respecting such Replacement Spare Engine, (iii) cause the sale of such Replacement Spare Engine to the Grantor (if occurring after February 28, 2006 and if the seller of such Replacement Spare Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to such Spare Engine Security Agreement Supplement in favor of the Trustee with respect to such Replacement Spare Engine, to be registered on the International Registry as a sale or an International Interest; provided that if the seller of such Replacement Spare Engine is not situated in a country that has ratified the Cape Town Convention, the Grantor will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Spare Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Trustee’s interest therein in the United States, (v) furnish the Trustee with an opinion of the Grantor’s counsel (which may be the Grantor’s General Counsel or such other internal counsel to the Grantor as shall be reasonably satisfactory to the Trustee) addressed to the Trustee to the effect that, upon such replacement, such Replacement Spare Engine will be subject to the Lien of this Spare Engine Security Agreement, (vi) furnish the Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of the Grantor) certifying that such Replacement Spare Engine has a value and utility (without regard to hours or cycles) at least equal to the Spare Engine so replaced assuming such Spare Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss, and (vii) furnish the Trustee with evidence of compliance with Section 6.05 with respect to such Replacement Spare Engine (which may be an Officer’s Certificate to the effect that the Grantor has determined that the insurance maintained with respect to such Replacement Spare Engine so complies). In the case of each Replacement Spare Engine subjected to the Lien of this Spare Engine Security Agreement under this Section 6.04(b), promptly upon the recordation of any Spare Engine Security Agreement Supplement covering such Replacement Spare Engine pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which any related airframe is registered), the Grantor will cause to be delivered to the Trustee an opinion of counsel to the Grantor (which may be the Grantor’s General Counsel or such other internal counsel of the Grantor as shall be reasonably satisfactory to the Trustee) addressed to the Trustee as to the due recordation of such Spare Engine Security Agreement Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Spare Engine to Grantor (if occurring after February 28, 2006 and if the seller of such Replacement Spare Engine is “situated in” a country that has ratified the Cape Town Convention) and of the International Interest created pursuant to such Spare Engine Security Agreement Supplement with respect to such Replacement Spare Engine, and the validity and perfection of the security interest in the Replacement Spare Engine granted to the Trustee under this Spare Engine Security Agreement. For all purposes hereof, upon the attachment of the Lien of this Spare Engine Security Agreement thereto, the Replacement Spare Engine shall become part of the Spare Engine Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vi) of this paragraph, (x) such replaced Spare Engine, any proceeds, the Warranty Rights in respect of such replaced Spare Engine and all rights relating to any of the foregoing shall be free and clear of the Lien of this Spare Engine Security Agreement and of all rights and interests of the Trustee (and the other beneficiaries hereof), (y) the Trustee shall execute and deliver to the Grantor an appropriate instrument releasing such properties, rights, interests and privileges from the Lien of this Spare Engine Security Agreement and assigning to the Grantor all claims against third Persons for damage to or loss of such Spare Engine arising from the Event of Loss and (z) the Trustee will take such actions as may be required to be taken by the Trustee to cancel or release any International Interest of the Trustee registered with the International Registry in relation to the Spare Engines with respect to which such Event of Loss occurred. (c) Requisition for Use by the Government of any Airframe on which a
Appears in 1 contract
Samples: Credit and Guaranty Agreement (American Airlines Inc)
Loss Destruction or Requisition. (a) [Reserved].
(b) Event of Loss with Respect to any such Spare Airframe or Engine. Upon the occurrence of an Event of Loss with respect to any such Spare Airframe or Engine, American shall forthwith comply with the Grantor shall give provisions set forth in Section 5.01(n)(v) of the Trustee prompt written notice thereof within 15 days after Credit Agreement with respect thereto.
(b) Application of Payments for Event of Loss from Requisition of Title or Use. Any payments (other than insurance proceeds the Grantor has determined that application of which is provided for in Section 5.06) received at any time by American or by the Agent from any governmental authority or other Person with respect to an Event of Loss has occurred with respect to such Spare Engine and shallany Airframe or any Engine, within 120 days will be, subject to Section 5.01(n)(i) of the Credit Agreement, applied as follows:
(i) if, after the occurrence of such Event of Loss, cause to the Aggregate Collateral Value equals or exceeds the Required Collateral Amount, then such payments will be subjected to the Lien of this Spare Engine Security Agreement, as replacement for the Engine with respect to which such Event of Loss occurred, a Replacement Spare Engine free and clear of all Liens (other than Permitted Liens). Prior to or at the time of any replacement under this Section 6.04(b), the Grantor will (i) cause a Spare Engine Security Agreement Supplement covering such Replacement Spare Engine to be delivered to the Trustee for execution and, upon such execution, to be filed for recordation pursuant to the Transportation Code, retained by American;
(ii) furnish the Trustee with a copy of the original xxxx of sale orif, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to the Trustee (which may be a copy of an invoice or purchase order) respecting such Replacement Spare Engine, (iii) cause the sale of such Replacement Spare Engine to the Grantor (if occurring after February 28, 2006 and if the seller of such Replacement Spare Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to such Spare Engine Security Agreement Supplement in favor of the Trustee with respect to such Replacement Spare Engine, to be registered on the International Registry as a sale or an International Interest; provided that if the seller of such Replacement Spare Engine is not situated in a country that has ratified the Cape Town Convention, the Grantor will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Spare Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Trustee’s interest therein in the United States, (v) furnish the Trustee with an opinion of the Grantor’s counsel (which may be the Grantor’s General Counsel or such other internal counsel to the Grantor as shall be reasonably satisfactory to the Trustee) addressed to the Trustee to the effect that, upon such replacement, such Replacement Spare Engine will be subject to the Lien of this Spare Engine Security Agreement, (vi) furnish the Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of the Grantor) certifying that such Replacement Spare Engine has a value and utility (without regard to hours or cycles) at least equal to the Spare Engine so replaced assuming such Spare Engine was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss, the Aggregate Collateral Value is less than the Required Collateral Amount and (vii) furnish the Trustee with evidence of compliance with Section 6.05 such payments are received with respect to any Airframe or any Airframe and Engines that have been or are being replaced by American pursuant to Section 5.05(a), or American has elected to deposit funds into the Cash Collateral Account in lieu of such Replacement Spare Engine replacement, such payments shall be paid over to, or retained by, the Agent and upon completion of such replacement or deposit be paid over to, or retained by, American; and
(which may be an Officer’s Certificate to iii) if, after such Event of Loss, the effect that Aggregate Collateral Value is less than the Grantor has determined that the insurance maintained Required Collateral Amount and such payments are received with respect to such Replacement Spare Engine so complies). In the case of each Replacement Spare Engine subjected any Airframe or any Airframe and Engines that have not been and will not be replaced pursuant to the Lien of this Spare Engine Security Agreement under this Section 6.04(b5.05(a), promptly upon and American has not deposited funds into the recordation of any Spare Engine Security Agreement Supplement covering such Replacement Spare Engine pursuant to the Transportation Code (or pursuant to the applicable law Cash Collateral Account in lieu of such other jurisdiction in which any related airframe is registered)replacement, the Grantor will cause to be delivered to the Trustee an opinion so much of counsel to the Grantor (which may be the Grantor’s General Counsel or such other internal counsel payments remaining after reimbursement of the Grantor Agent for costs and expenses as shall not exceed the difference between the Aggregate Collateral Value and the Required Collateral Amount shall be reasonably satisfactory to deposited by the Trustee) addressed to Agent into the Trustee as to the due recordation of such Spare Engine Security Agreement Supplement or such other requisite documents or instruments, the registration with the International Registry of the sale of such Replacement Spare Engine to Grantor (if occurring after February 28, 2006 and if the seller of such Replacement Spare Engine is “situated in” a country that has ratified the Cape Town Convention) and of the International Interest created pursuant to such Spare Engine Security Agreement Supplement with respect to such Replacement Spare EngineCash Collateral Account, and the validity and perfection of the security interest in the Replacement Spare Engine granted to the Trustee under this Spare Engine Security Agreement. For all purposes hereofbalance, upon the attachment of the Lien of this Spare Engine Security Agreement theretoif any, the Replacement Spare Engine shall become part of the Spare Engine Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vi) of this paragraph, (x) such replaced Spare Engine, any proceeds, the Warranty Rights in respect of such replaced Spare Engine and all rights relating to any of the foregoing shall payment remaining thereafter will be free and clear of the Lien of this Spare Engine Security Agreement and of all rights and interests of the Trustee (and the other beneficiaries hereof)paid over to, (y) the Trustee shall execute and deliver to the Grantor an appropriate instrument releasing such propertiesor retained by, rights, interests and privileges from the Lien of this Spare Engine Security Agreement and assigning to the Grantor all claims against third Persons for damage to or loss of such Spare Engine arising from the Event of Loss and (z) the Trustee will take such actions as may be required to be taken by the Trustee to cancel or release any International Interest of the Trustee registered with the International Registry in relation to the Spare Engines with respect to which such Event of Loss occurredAmerican.
(c) Requisition for Use by the Government of any Airframe and the Engines Installed Thereon. In the event of the requisition for use by any government (including for this purpose any agency or instrumentality thereof), of any Airframe and the Engines installed thereon or engines installed on any Airframe under circumstances not constituting an Event of Loss, American shall promptly notify the Agent of such requisition, and all of American's obligations under this Security Agreement with respect to such Aircraft shall continue to the same extent as if such requisition had not occurred, provided that, notwithstanding the foregoing, American's obligations hereunder other than payment obligations shall only continue to the extent reasonably feasible. All such payments received by the Agent or American from such government for the use of any Airframe and Engines or engines shall be paid over to, or retained by, American.
(d) Requisition for Use by the Government of an Engine. In the event of the requisition for use by any government (including for this purpose any agency or instrumentality thereof) of any Engine (but not the Airframe to which asuch Engine relates), American will comply with the terms of Section 5.05(a) to the same extent as if an Event of Loss had occurred with respect American Airlines - Aircraft Security Agreement to such Engine. Upon such compliance, any payments received by the Agent or American from such government with respect to such requisition shall be paid over to, or retained by, American.
(e) Application of Payments During Existence of Event of Default. Any amount referred to in Section 5.05(b), in Section 5.05(c) or in Section 5.05(d) that is payable to American shall not be paid to American, or if it has been previously paid directly to American, shall not be retained by American, if at the time of such payment a Payment Default, Bankruptcy Default or Event of Default shall have occurred and be continuing, but shall be paid to and held by the Agent as security for the obligations of American under this Security Agreement, applied against American's payment obligations hereunder when and as they become due and payable, and at such time as there shall not be continuing any such Payment Default, Bankruptcy Default or Event of Default, such amount, to the extent not previously so applied against American's payment obligations, shall be paid to American.
Appears in 1 contract
Samples: Credit Agreement (Amr Corp)
Loss Destruction or Requisition. (a) [Reserved].
(b) Event of Loss with Respect to any such Spare Enginethe Airframe. Upon the occurrence of an Event of Loss with respect to any such Spare Enginethe Airframe, the Grantor Owner shall give the Trustee prompt written notice thereof promptly (and in any event within 15 days after such occurrence) give the Grantor has determined that an Mortgagee written notice of such Event of Loss. The Owner shall, within 60 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 has occurred with 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 such Spare Engine and 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 120 180 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Spare Engine Security AgreementTrust Indenture, as in replacement for of the Engine Airframe with respect to which such the Event of Loss occurred, a Replacement Spare 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 (other than except Permitted Liens). Prior Liens and to or at the time of any replacement under this Section 6.04(b)have a value, the Grantor will (i) cause a Spare Engine Security Agreement Supplement covering such Replacement Spare Engine to be delivered to the Trustee for execution and, upon such execution, to be filed for recordation pursuant to the Transportation Code, (ii) furnish the Trustee with a copy of the original xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to the Trustee (which may be a copy of an invoice or purchase order) respecting such Replacement Spare Engine, (iii) cause the sale of such Replacement Spare Engine to the Grantor (if occurring after February 28, 2006 utility and if the seller of such Replacement Spare Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to such Spare Engine Security Agreement Supplement in favor of the Trustee with respect to such Replacement Spare Engine, to be registered on the International Registry as a sale or an International Interest; provided that if the seller of such Replacement Spare Engine is not situated in a country that has ratified the Cape Town Convention, the Grantor will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Spare Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Trustee’s interest therein in the United States, (v) furnish the Trustee with an opinion of the Grantor’s counsel (which may be the Grantor’s General Counsel or such other internal counsel to the Grantor as shall be reasonably satisfactory to the Trustee) addressed to the Trustee to the effect that, upon such replacement, such Replacement Spare Engine will be subject to the Lien of this Spare Engine Security Agreement, (vi) furnish the Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of the Grantor) certifying that such Replacement Spare Engine has a value and utility remaining useful life (without regard to hours or cyclescycles remaining until the next regular maintenance check) at least equal to the Spare Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine so replaced assuming had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such Spare Engine was replacement under this clause (i) during the 180-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 condition and repair required by Airframe, Owner shall make a payment to the terms Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof immediately prior to on a date on or before the earlier of (x) the Business Day next following the 180th day following the date of the occurrence of such Event of Loss, and (viiy) furnish the Trustee with evidence of compliance with Section 6.05 with respect to such Replacement Spare Engine (which may be an Officer’s Certificate a date irrevocably designated by Owner upon at least 20 days prior notice to the effect that the Grantor has determined that the insurance maintained with respect to Mortgagee ; and upon such Replacement Spare Engine so complies). In the case payment and payment of each Replacement Spare Engine subjected to the Lien of this Spare Engine Security Agreement under this Section 6.04(b), promptly upon the recordation of any Spare Engine Security Agreement Supplement covering such Replacement Spare Engine pursuant to the Transportation Code (or pursuant to the applicable law of such all other jurisdiction in which any related airframe is registered)Secured Obligations then due and payable, the Grantor will cause to be delivered to Mortgagee shall, at the Trustee an opinion of counsel to the Grantor (which may be the Grantor’s General Counsel or such other internal counsel cost and expense of the Grantor as shall be reasonably satisfactory to the Trustee) addressed to the Trustee as to the due recordation of such Spare Engine Security Agreement Supplement or such other requisite documents or instrumentsOwner, the registration with the International Registry of the sale of such Replacement Spare Engine to Grantor (if occurring after February 28, 2006 and if the seller of such Replacement Spare Engine is “situated in” a country that has ratified the Cape Town Convention) and of the International Interest created pursuant to such Spare Engine Security Agreement Supplement with respect to such Replacement Spare Engine, and the validity and perfection of the security interest in the Replacement Spare Engine granted to the Trustee under this Spare Engine Security Agreement. For all purposes hereof, upon the attachment of the Lien of this Spare Engine Security Agreement thereto, the Replacement Spare Engine shall become part of the Spare Engine Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vi) of this paragraph, (x) such replaced Spare Engine, any proceeds, the Warranty Rights in respect of such replaced Spare Engine and all rights relating to any of the foregoing shall be free and clear of the Lien of this Spare Engine Security Agreement and of all rights and interests of the Trustee (and the other beneficiaries hereof), (y) the Trustee shall execute and deliver to the Grantor an appropriate instrument releasing such properties, rights, interests and privileges release from the Lien of this Spare Engine Security Agreement Trust Indenture the Airframe and assigning the Engines, by executing and delivering to the Grantor Owner all claims against third Persons for damage documents and instruments as the Owner may reasonably request to or loss of evidence such Spare Engine arising from the Event of Loss and (z) the Trustee will take such actions as may be required to be taken by the Trustee to cancel or release any International Interest of the Trustee registered with the International Registry in relation to the Spare Engines with respect to which such Event of Loss occurredrelease.
(c) Requisition for Use by the Government of any Airframe on which a
Appears in 1 contract
Loss Destruction or Requisition. (a) [Reserved].
(b) Event of Loss with With Respect to any such Spare Enginethe Airframe. Upon the occurrence of an Event of Loss with respect to any such Spare Enginethe Airframe, the Grantor Owner shall give the Trustee prompt written notice thereof promptly (and in any event within 15 days after such occurrence) give the Grantor has determined that an 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 has occurred with 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 such Spare Engine and 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 Spare Engine Security AgreementTrust Indenture, as in replacement for of the Engine Airframe with respect to which such the Event of Loss occurred, a Replacement Spare 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 (other than except Permitted Liens). Prior Liens and to or at the time of any replacement under this Section 6.04(b), the Grantor will (i) cause a Spare Engine Security Agreement Supplement covering such Replacement Spare Engine to be delivered to the Trustee for execution and, upon such execution, to be filed for recordation pursuant to the Transportation Code, (ii) furnish the Trustee with a copy of the original xxxx of sale or, if the xxxx of sale is unavailable, other evidence of ownership reasonably satisfactory to the Trustee (which may be a copy of an invoice or purchase order) respecting such Replacement Spare Engine, (iii) cause the sale of such Replacement Spare Engine to the Grantor (if occurring after February 28, 2006 and if the seller of such Replacement Spare Engine is “situated in” a country that has ratified the Cape Town Convention) and the International Interest created pursuant to such Spare Engine Security Agreement Supplement in favor of the Trustee with respect to such Replacement Spare Engine, to be registered on the International Registry as a sale or an International Interest; provided that if the seller of such Replacement Spare Engine is not situated in a country that has ratified the Cape Town Convention, the Grantor will use its reasonable efforts to cause the seller to register the contract of sale on the International Registry, (iv) cause a financing statement or statements with respect to such Replacement Spare Engine or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Trustee’s interest therein in the United States, (v) furnish the Trustee with an opinion of the Grantor’s counsel (which may be the Grantor’s General Counsel or such other internal counsel to the Grantor as shall be reasonably satisfactory to the Trustee) addressed to the Trustee to the effect that, upon such replacement, such Replacement Spare Engine will be subject to the Lien of this Spare Engine Security Agreement, (vi) furnish the Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of the Grantor) certifying that such Replacement Spare Engine has have a value and utility (without regard to hours or cycles) at least equal to the Spare Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine so replaced assuming had been maintained in accordance with this Trust Indenture); provided that if the Owner shall not perform its obligation to effect such Spare Engine was 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 condition and repair required by Airframe, Owner shall make a payment to the terms Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof immediately prior to 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 (viiy) furnish the Trustee with evidence fourth Business Day following the receipt of compliance with Section 6.05 insurance proceeds with respect to such Replacement Spare Engine Event of Loss (which may be an Officerbut in any event not earlier than the date of Owner’s Certificate election under Section 4.05(a) to the effect that the Grantor has determined that the insurance maintained with respect to such Replacement Spare Engine so complies). In the case of each Replacement Spare Engine subjected to the Lien of this Spare Engine Security Agreement make payment under this Section 6.04(b4.05 (a)(ii), promptly ); and upon the recordation such payment and payment of any Spare Engine Security Agreement Supplement covering such Replacement Spare Engine pursuant to the Transportation Code (or pursuant to the applicable law of such all other jurisdiction in which any related airframe is registered)Secured Obligations then due and payable, the Grantor will cause to be delivered to Mortgagee shall, at the Trustee an opinion of counsel to the Grantor (which may be the Grantor’s General Counsel or such other internal counsel cost and expense of the Grantor as shall be reasonably satisfactory to the Trustee) addressed to the Trustee as to the due recordation of such Spare Engine Security Agreement Supplement or such other requisite documents or instrumentsOwner, the registration with the International Registry of the sale of such Replacement Spare Engine to Grantor (if occurring after February 28, 2006 and if the seller of such Replacement Spare Engine is “situated in” a country that has ratified the Cape Town Convention) and of the International Interest created pursuant to such Spare Engine Security Agreement Supplement with respect to such Replacement Spare Engine, and the validity and perfection of the security interest in the Replacement Spare Engine granted to the Trustee under this Spare Engine Security Agreement. For all purposes hereof, upon the attachment of the Lien of this Spare Engine Security Agreement thereto, the Replacement Spare Engine shall become part of the Spare Engine Collateral and shall be deemed an “Engine” as defined herein. Upon compliance with clauses (i) through (vi) of this paragraph, (x) such replaced Spare Engine, any proceeds, the Warranty Rights in respect of such replaced Spare Engine and all rights relating to any of the foregoing shall be free and clear of the Lien of this Spare Engine Security Agreement and of all rights and interests of the Trustee (and the other beneficiaries hereof), (y) the Trustee shall execute and deliver to the Grantor an appropriate instrument releasing such properties, rights, interests and privileges release from the Lien of this Spare Engine Security Agreement Trust Indenture the Airframe and assigning the Engines, by executing and delivering to the Grantor Owner all claims against third Persons for damage documents and instruments as the Owner may reasonably request to or loss of evidence such Spare Engine arising from the Event of Loss and (z) the Trustee will take such actions as may be required to be taken by the Trustee to cancel or release any International Interest of the Trustee registered with the International Registry in relation to the Spare Engines with respect to which such Event of Loss occurredrelease.
(c) Requisition for Use by the Government of any Airframe on which a
Appears in 1 contract
Samples: Note Purchase Agreement