Policy Terms. Any policies carried and maintained in accordance with this Section 13.02 and any policies taken out in substitution or replacement for any such policies subject to the terms, conditions and limitations thereof shall: (i) name or be amended to name the Lessor in its individual capacity and as owner of the Aircraft (or, so long as the Indenture shall not have been discharged, the Indenture Trustee) as an additional insured and as the sole loss payee (hereinafter in this paragraph (b) sometimes referred to as "Loss Payee"); (ii) provide with respect to coverage provided under this Section 13.02, that (i) in the event of a loss involving proceeds in the aggregate in excess of $6,000,000, the proceeds in respect of such loss up to an amount equal to the Stipulated Loss Value for the Aircraft shall be payable to the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee), it being understood and agreed that in the case of any payment to the Lessor (or the Indenture Trustee) otherwise than in respect of an Event of Loss, the Lessor (or the Indenture Trustee) shall, unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment to the Lessee or its order, and (ii) the entire amount of any loss involving proceeds in the aggregate of $6,000,000 or less or the amount of any proceeds of any loss in excess of the Stipulated Loss Value for the Aircraft shall be paid to the Lessee or its order unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Lessor or the Indenture Trustee (and if the insurers have notice of a Payment Default, a Bankruptcy Default or an Event of Default, such payment shall be made to the Indenture Trustee); (iii) provide that if such insurance is cancelled for any reason or any substantial change is made in the policies which adversely affect the scope of the coverage required herein, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Loss Payee for thirty days (except in the case of war-risk coverage in which event the applicable period shall be seven (7) days or such other period as may be customary) after receipt by the Loss Payee of written notice from such insurer of such cancellation, change or lapse; (iv) provide that, in respect of the interest of the Lessor (in its individual capacity and as the Owner Trustee), the Owner Participant or the Indenture Trustee (in their respective capacities as such) in such policies, the insurance shall not be invalidated by any action or inaction of the Lessee or the Loss Payee (other than any action or inaction of such Loss Payee) and shall insure the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or the Loss Payee (other than any breach or violation of any warranty, declaration or condition by the Loss Payee) as defined under the policy of insurance required under this Section 13.02; (v) provide that the insurers shall waive any rights of subrogation against the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee to the extent that the Lessee has waived its rights under this Lease or the Participation Agreement; provided that the exercise by insurers of rights of subrogation derived from rights retained by the Lessee shall not, in any way, delay payment of any claim that would otherwise be payable by such insurers but for the existence of rights of subrogation derived from rights retained by the Lessee; (vi) be primary and without rights of contribution from any other insurance which is carried by the Loss Payee with respect to its interest in the Aircraft; (vii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines, or spare parts, as the case may be) such insurer shall waive any right of such insurer to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Loss Payee; (viii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines or spare parts, as the case may be) no Loss Payee shall have any obligation or liability for premiums or other payments, if any, in connection with such insurance; and (ix) in the event that separate policies are maintained to cover all-risk ground and flight aircraft, hull and war risks and allied perils insurance, include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by the Lessee with respect to all other aircraft in the Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Delivery Date shall be attached to the insurance certificate issued on the Delivery Date.
Appears in 5 contracts
Samples: Lease Agreement (Federal Express Corp), Lease Agreement (Federal Express Corp), Lease Agreement (Federal Express Corp)
Policy Terms. Any (a) All insurance required by this Article III shall be in the form (other than with respect to Sections 3.01(a)(vi) and (vii) above when insurance in those two sub-sections is placed with a governmental agency or instrumentality on such agency’s forms) and amount and with deductibles as, from time to time, shall be reasonably acceptable to Lender, under valid and enforceable policies carried issued by financially responsible insurers authorized to do business in the State where the Property is located, with a general policyholder’s service rating of not less than A and maintained a financial rating of not less than XIII as rated in accordance the most currently available Best’s Insurance Reports (or the equivalent, if such rating system shall hereafter be altered or replaced) and shall have a claims paying ability rating and/or financial strength rating, as applicable, of not less than “AA” (or its equivalent), or such lower claims paying ability rating and/or financial strength rating, as applicable, as Lender shall, in its sole and absolute discretion, consent to, from a Rating Agency (one of which after a Securitization in which Standard & Poor’s rates any securities issued in connection with this Section 13.02 such Securitization, shall be Standard & Poor’s). Upon request of Lender originals or certified copies of all insurance policies shall be delivered to and any policies taken out in substitution or replacement for any held by Lender. All such policies subject to the terms(except policies for worker’s compensation) shall name Lender, conditions and limitations thereof shall:
(i) name or be amended to name the Lessor in its individual capacity and as owner of the Aircraft (or, so long as the Indenture shall not have been discharged, the Indenture Trustee) successors and/or assigns as an additional insured or, with respect to the insurance required pursuant to Section 3.01(a)(iii) above, shall provide for loss payable to Lender, its successors and/or assigns and as shall contain (or have attached): (i) standard “non-contributory mortgagee” endorsement or its equivalent relating, inter alia, to recovery by Lender notwithstanding the sole loss payee (hereinafter in this paragraph (b) sometimes referred to as "Loss Payee");
negligent or willful acts or omissions of Borrower; (ii) provide a waiver of subrogation endorsement as to Lender; (iii) an endorsement indicating that neither Lender nor Borrower shall be or be deemed to be a co-insurer with respect to coverage provided under any casualty risk insured by such policies and shall provide for a deductible per loss of an amount not more than $25,000, and (iv) a provision that such policies shall not be canceled, terminated, denied renewal or amended, including, without limitation, any amendment reducing the scope or limits of coverage, without at least thirty (30) days’ prior written notice to Lender in each instance. Not less than thirty (30) days prior to the expiration dates of the insurance policies obtained pursuant to this Section 13.02Security Instrument, that certificates evidencing such renewals bearing notations evidencing the payment of premiums or accompanied by other reasonable evidence of such payment (iwhich premiums shall not be paid by Borrower through or by any financing arrangement which would entitle an insurer to terminate a policy) shall be delivered by Borrower to Lender. Borrower shall not carry separate insurance, concurrent in kind or form or contributing in the event of a loss involving proceeds in the aggregate in excess of $6,000,000loss, the proceeds in respect of such loss up to an amount equal to the Stipulated Loss Value for the Aircraft shall be payable to the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee), it being understood and agreed that in the case of with any payment to the Lessor (or the Indenture Trustee) otherwise than in respect of an Event of Loss, the Lessor (or the Indenture Trustee) shall, unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment to the Lessee or its order, and (ii) the entire amount of any loss involving proceeds in the aggregate of $6,000,000 or less or the amount of any proceeds of any loss in excess of the Stipulated Loss Value for the Aircraft shall be paid to the Lessee or its order unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Lessor or the Indenture Trustee (and if the insurers have notice of a Payment Default, a Bankruptcy Default or an Event of Default, such payment shall be made to the Indenture Trustee);
(iii) provide that if such insurance is cancelled for any reason or any substantial change is made in the policies which adversely affect the scope of the coverage required herein, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Loss Payee for thirty days (except in the case of war-risk coverage in which event the applicable period shall be seven (7) days or such other period as may be customary) after receipt by the Loss Payee of written notice from such insurer of such cancellation, change or lapse;
(iv) provide that, in respect of the interest of the Lessor (in its individual capacity and as the Owner Trustee), the Owner Participant or the Indenture Trustee (in their respective capacities as such) in such policies, the insurance shall not be invalidated by any action or inaction of the Lessee or the Loss Payee (other than any action or inaction of such Loss Payee) and shall insure the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or the Loss Payee (other than any breach or violation of any warranty, declaration or condition by the Loss Payee) as defined under the policy of insurance required under this Section 13.02;Article III.
(vb) provide that If Borrower fails to maintain and deliver to Lender the insurers shall waive any rights original policies or certificates of subrogation against the Lessor (in its individual capacity and as Owner Trustee)insurance required by this Security Instrument, the Owner Participant and the Indenture Trustee to the extent that the Lessee has waived its rights under this Lease or the Participation Agreement; provided that the exercise by insurers of rights of subrogation derived from rights retained by the Lessee shall not, in any way, delay payment of any claim that would otherwise be payable by such insurers but for the existence of rights of subrogation derived from rights retained by the Lessee;
(vi) be primary and without rights of contribution from any other insurance which is carried by the Loss Payee with respect to its interest if there are insufficient funds in the Aircraft;
(vii) provide that (except in Basic Carrying Costs Escrow Account to pay the case of insurance with respect to Engines premiums for same, Lender may, at its option, procure such insurance, and spare parts that have been removed from the Aircraft and replaced with other Engines or enginesBorrower shall pay, or spare parts, as the case may be, reimburse Lender for, all premiums thereon promptly, upon demand by Lender, with interest thereon at the Default Rate from the date paid by Lender to the date of repayment and such sum shall constitute a part of the Debt.
(c) Borrower shall notify Lender of the renewal premium of each insurance policy and Lender shall be entitled to pay such amount on behalf of Borrower from the Basic Carrying Costs Escrow Account.
(d) The insurance required by this Security Instrument may, at the option of Borrower, be effected by blanket and/or umbrella policies issued to Borrower or Manager covering the Property provided that, in each case, the policies otherwise comply with the provisions of this Security Instrument and allocate to the Property, from time to time (but in no event less than once a year), the coverage specified by this Security Instrument, without possibility of reduction or coinsurance by reason of, or damage to, any other property (real or personal) named therein. If the insurance required by this Security Instrument shall be effected by any such blanket or umbrella policies, Borrower shall furnish to Lender (i) an original certificate of insurance together with reasonable access to the original of such policy to review such policy’s coverage of the Property, with schedules attached thereto showing the amount of the insurance provided under such policies applicable to the Property and (ii) an Officer’s Certificate setting forth (A) the number of properties covered by such policy, (B) the location by city (if available, otherwise, county) and state of the properties, (C) the average square footage of the properties, (D) a brief description of the typical construction type included in the blanket policy and (E) such insurer shall waive any right of such insurer to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Loss Payee;
(viii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines or spare parts, information as the case Lender may be) no Loss Payee shall have any obligation or liability for premiums or other payments, if any, in connection with such insurance; and
(ix) in the event that separate policies are maintained to cover all-risk ground and flight aircraft, hull and war risks and allied perils insurance, include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by the Lessee with respect to all other aircraft in the Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Delivery Date shall be attached to the insurance certificate issued on the Delivery Datereasonably request.
Appears in 4 contracts
Samples: Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Ashford Hospitality Trust Inc), Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Ashford Hospitality Trust Inc), Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Ashford Hospitality Trust Inc)
Policy Terms. Any (a) All insurance required by this Article III shall be in the form (other than with respect to Sections 3.01(a)(vi) and (vii) above when insurance in those two sub-sections is placed with a governmental agency or instrumentality on such agency’s forms) and amount and with deductibles as, from time to time, shall be reasonably acceptable to Lender, under valid and enforceable policies carried issued by financially responsible insurers authorized to do business in the State where the Property is located, with a general policyholder’s service rating of not less than A and maintained a financial rating of not less than XIII as rated in accordance the most currently available Best’s Insurance Reports (or the equivalent, if such rating system shall hereafter be altered or replaced) and shall have a claims paying ability rating and/or financial strength rating, as applicable, of not less than “A” (or its equivalent), or such lower claims paying ability rating and/or financial strength rating, as applicable, as Lender shall, in its sole and absolute discretion, consent to, from a Rating Agency (one of which after a Securitization in which Standard & Poor’s rates any securities issued in connection with this Section 13.02 such Securitization, shall be Standard & Poor’s). Certificates evidencing all insurance policies shall be delivered to and any held by Lender. All insurance policies taken out in substitution or replacement for any such policies subject to the terms, conditions and limitations thereof shall:
shall (i) name Lender, its successors and/or assigns as a loss payee, or be amended with respect to name the Lessor in its individual capacity and as owner of the Aircraft (orliability insurance, so long as the Indenture shall not have been discharged, the Indenture Trustee) as an additional insured and as the sole loss payee (hereinafter in this paragraph (b) sometimes referred to as "Loss Payee");
named insured, (ii) provide include a standard mortgagee endorsement or its equivalent with respect to coverage provided under the insurance required pursuant to Section 3.01(a)(i) above; (iii) include a waiver of subrogation endorsement as to Lender; (iv) an endorsement indicating that neither Lender nor Borrower shall be or be deemed to be a co-insurer with respect to any casualty risk insured by such policies; (v) shall provide for a deductible per loss of an amount not more than $100,000; and (vi) a provision that such policies shall not be canceled, terminated, denied renewal or amended, including, without limitation, any amendment reducing the scope or limits of coverage, without at least thirty (30) days’ prior written notice to Lender in each instance (or five (5) days with respect to termination as a result of non-payment of premiums). Not less than five (5) days prior to the expiration dates of the insurance policies obtained pursuant to this Section 13.02Security Instrument, that certificates of insurance evidencing renewals of such policies and within thirty (i30) days after renewal evidencing the payment of premiums or accompanied by other reasonable evidence of such payment (which premiums shall not be paid by Borrower through or by any financing arrangement which would entitle an insurer to terminate a policy) shall be delivered by Borrower to Lender. Borrower shall deliver originals or certified copies of the insurance policies required hereunder promptly upon receipt thereof. Borrower shall not carry separate insurance, concurrent in kind or form or contributing in the event of a loss involving proceeds in the aggregate in excess of $6,000,000loss, the proceeds in respect of such loss up to an amount equal to the Stipulated Loss Value for the Aircraft shall be payable to the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee), it being understood and agreed that in the case of with any payment to the Lessor (or the Indenture Trustee) otherwise than in respect of an Event of Loss, the Lessor (or the Indenture Trustee) shall, unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment to the Lessee or its order, and (ii) the entire amount of any loss involving proceeds in the aggregate of $6,000,000 or less or the amount of any proceeds of any loss in excess of the Stipulated Loss Value for the Aircraft shall be paid to the Lessee or its order unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Lessor or the Indenture Trustee (and if the insurers have notice of a Payment Default, a Bankruptcy Default or an Event of Default, such payment shall be made to the Indenture Trustee);
(iii) provide that if such insurance is cancelled for any reason or any substantial change is made in the policies which adversely affect the scope of the coverage required herein, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Loss Payee for thirty days (except in the case of war-risk coverage in which event the applicable period shall be seven (7) days or such other period as may be customary) after receipt by the Loss Payee of written notice from such insurer of such cancellation, change or lapse;
(iv) provide that, in respect of the interest of the Lessor (in its individual capacity and as the Owner Trustee), the Owner Participant or the Indenture Trustee (in their respective capacities as such) in such policies, the insurance shall not be invalidated by any action or inaction of the Lessee or the Loss Payee (other than any action or inaction of such Loss Payee) and shall insure the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or the Loss Payee (other than any breach or violation of any warranty, declaration or condition by the Loss Payee) as defined under the policy of insurance required under this Section 13.02;Article III.
(vb) provide that If Borrower fails to maintain and deliver to Lender the insurers shall waive any rights original policies or certificates of subrogation against the Lessor (in its individual capacity and as Owner Trustee)insurance required by this Security Instrument, the Owner Participant and the Indenture Trustee to the extent that the Lessee has waived its rights under this Lease or the Participation Agreement; provided that the exercise by insurers of rights of subrogation derived from rights retained by the Lessee shall not, in any way, delay payment of any claim that would otherwise be payable by such insurers but for the existence of rights of subrogation derived from rights retained by the Lessee;
(vi) be primary and without rights of contribution from any other insurance which is carried by the Loss Payee with respect to its interest if there are insufficient funds in the Aircraft;
(vii) provide that (except in Basic Carrying Costs Escrow Account to pay the case of insurance with respect to Engines premiums for same, Lender may, at its option, procure such insurance, and spare parts that have been removed from the Aircraft and replaced with other Engines or enginesBorrower shall pay, or spare parts, as the case may be, reimburse Lender for, all premiums thereon promptly, upon demand by Lender, with interest thereon at the Default Rate from the date paid by Lender to the date of repayment and such sum shall constitute a part of the Debt.
(c) Borrower shall notify Lender of the renewal premium of each insurance policy and Lender shall be entitled to pay such amount on behalf of Borrower from the Basic Carrying Costs Escrow Account.
(d) The insurance required by this Security Instrument may, at the option of Borrower, be effected by blanket and/or umbrella policies issued to Borrower covering the Property provided that, in each case, the policies otherwise comply with the provisions of this Security Instrument and allocate to the Property, from time to time (but in no event less than once a year), the coverage specified by this Security Instrument, without possibility of reduction or coinsurance by reason of, or damage to, any other property (real or personal) named therein. If the insurance required by this Security Instrument shall be effected by any such blanket or umbrella policies, Borrower shall furnish to Lender (i) an original certificate of insurance together with reasonable access to the original of such policy to review such policy’s coverage of the Property, with schedules attached thereto showing the amount of the insurance provided under such policies applicable to the Property and (ii) an Officer’s Certificate setting forth (A) the number of properties covered by such policy, (B) the location by city (if available, otherwise, county) and state of the properties, (C) the average square footage of the properties, (D) a brief description of the typical construction type included in the blanket policy and (E) such insurer shall waive any right of such insurer to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Loss Payee;
(viii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines or spare parts, information as the case Lender may be) no Loss Payee shall have any obligation or liability for premiums or other payments, if any, in connection with such insurance; and
(ix) in the event that separate policies are maintained to cover all-risk ground and flight aircraft, hull and war risks and allied perils insurance, include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by the Lessee with respect to all other aircraft in the Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Delivery Date shall be attached to the insurance certificate issued on the Delivery Datereasonably request.
Appears in 3 contracts
Samples: Open End Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Grubb & Ellis Co), Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (Grubb & Ellis Co), Mortgage, Security Agreement, Assignment of Rents and Fixture Filing (Grubb & Ellis Co)
Policy Terms. Any (a) All insurance required by this Article III shall be in the form (other than with respect to Sections 3.01(a)(vi) and (vii) above when insurance in those two sub-sections is placed with a governmental agency or instrumentality on such agency’s forms) and amount and with deductibles as, from time to time, shall be reasonably acceptable to Lender, under valid and enforceable policies carried issued by financially responsible insurers authorized to do business in the State where the Property is located, with a general policyholder’s service rating of not less than A- and maintained a financial rating of not less than X as rated in accordance the most currently available Best’s Insurance Reports (or the equivalent, if such rating system shall hereafter be altered or replaced) and shall have a claims paying ability rating and/or financial strength rating, as applicable, of not less than “AA” (or its equivalent), or such lower claims paying ability rating and/or financial strength rating, as applicable, as Lender shall, in its sole and absolute discretion, consent to, from a Rating Agency (one of which after a Securitization in which Standard & Poor’s rates any securities issued in connection with this Section 13.02 such Securitization, shall be Standard & Poor’s). Originals or certified copies of all insurance policies shall be delivered to and any policies taken out in substitution or replacement for any held by Lender. All such policies subject (except policies for worker’s compensation) shall name Lender, its successors and/or assigns as an additional named insured, shall provide for loss payable to the termsLender, conditions its successors and/or assigns and limitations thereof shall:
shall contain (or have attached): (i) name standard “non-contributory mortgagee” endorsement or be amended its equivalent relating, inter alia, to name recovery by Lender notwithstanding the Lessor in its individual capacity and as owner negligent or willful acts or omissions of the Aircraft (or, so long as the Indenture shall not have been discharged, the Indenture Trustee) as an additional insured and as the sole loss payee (hereinafter in this paragraph (b) sometimes referred to as "Loss Payee");
Mortgagor; (ii) provide a waiver of subrogation endorsement as to Lender; (iii) an endorsement indicating that neither Lender nor Mortgagor shall be or be deemed to be a co-insurer with respect to coverage provided under any casualty risk insured by such policies and shall provide for a deductible per loss of an amount not more than the lesser of (x) that which is customarily maintained by owners of similar properties similarly situated and (y) five percent (5%) of the Adjusted Net Cash Flow, and (iv) a provision that such policies shall not be canceled, terminated, denied renewal or amended, including, without limitation, any amendment reducing the scope or limits of coverage, without at least thirty (30) days’ prior written notice to Lender in each instance. Not less than thirty (30) days prior to the expiration dates of the insurance policies obtained pursuant to this Section 13.02Security Instrument, that originals or certified copies of renewals of such policies (ior certificates evidencing such renewals) bearing notations evidencing the payment of premiums or accompanied by other reasonable evidence of such payment (which premiums shall not be paid by Mortgagor through or by any financing arrangement which would entitle an insurer to terminate a policy) shall be delivered by Mortgagor to Lender. Mortgagor shall not carry separate insurance, concurrent in kind or form or contributing in the event of a loss involving proceeds in the aggregate in excess of $6,000,000loss, the proceeds in respect of such loss up to an amount equal to the Stipulated Loss Value for the Aircraft shall be payable to the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee), it being understood and agreed that in the case of with any payment to the Lessor (or the Indenture Trustee) otherwise than in respect of an Event of Loss, the Lessor (or the Indenture Trustee) shall, unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment to the Lessee or its order, and (ii) the entire amount of any loss involving proceeds in the aggregate of $6,000,000 or less or the amount of any proceeds of any loss in excess of the Stipulated Loss Value for the Aircraft shall be paid to the Lessee or its order unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Lessor or the Indenture Trustee (and if the insurers have notice of a Payment Default, a Bankruptcy Default or an Event of Default, such payment shall be made to the Indenture Trustee);
(iii) provide that if such insurance is cancelled for any reason or any substantial change is made in the policies which adversely affect the scope of the coverage required herein, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Loss Payee for thirty days (except in the case of war-risk coverage in which event the applicable period shall be seven (7) days or such other period as may be customary) after receipt by the Loss Payee of written notice from such insurer of such cancellation, change or lapse;
(iv) provide that, in respect of the interest of the Lessor (in its individual capacity and as the Owner Trustee), the Owner Participant or the Indenture Trustee (in their respective capacities as such) in such policies, the insurance shall not be invalidated by any action or inaction of the Lessee or the Loss Payee (other than any action or inaction of such Loss Payee) and shall insure the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or the Loss Payee (other than any breach or violation of any warranty, declaration or condition by the Loss Payee) as defined under the policy of insurance required under this Section 13.02;Article III.
(vb) provide that If Mortgagor fails to maintain and deliver to Lender the insurers shall waive any rights original policies or certificates of subrogation against the Lessor (in its individual capacity and as Owner Trustee)insurance required by this Security Instrument, the Owner Participant and the Indenture Trustee to the extent that the Lessee has waived its rights under this Lease or the Participation Agreement; provided that the exercise by insurers of rights of subrogation derived from rights retained by the Lessee shall not, in any way, delay payment of any claim that would otherwise be payable by such insurers but for the existence of rights of subrogation derived from rights retained by the Lessee;
(vi) be primary and without rights of contribution from any other insurance which is carried by the Loss Payee with respect to its interest if there are insufficient funds in the Aircraft;
(vii) provide that (except in Basic Carrying Costs Escrow Account to pay the case of insurance with respect to Engines premiums for same, Lender may, at its option, procure such insurance, and spare parts that have been removed from the Aircraft and replaced with other Engines or enginesMortgagor shall pay, or spare parts, as the case may be, reimburse Lender for, all premiums thereon promptly, upon demand by Lender, with interest thereon at the Default Rate from the date paid by Lender to the date of repayment and such sum shall constitute a part of the Debt.
(c) Mortgagor shall notify Lender of the renewal premium of each insurance policy and Lender shall be entitled to pay such amount on behalf of Mortgagor from the Basic Carrying Costs Escrow Account. With respect to insurance policies which require periodic payments (i.e., monthly or quarterly) of premiums, Lender shall be entitled to pay such amounts fifteen (15) days (or such lesser number of days as Lender shall determine) prior to the respective due dates of such installments.
(d) The insurance required by this Security Instrument may, at the option of Mortgagor, be effected by blanket and/or umbrella policies issued to Mortgagor covering the Property provided that, in each case, the policies otherwise comply with the provisions of this Security Instrument and allocate to the Property, from time to time (but in no event less than once a year), the coverage specified by this Security Instrument, without possibility of reduction or coinsurance by reason of, or damage to, any other property (real or personal) named therein. If the insurance required by this Security Instrument shall be effected by any such blanket or umbrella policies, Mortgagor shall furnish to Lender (i) original policies or certified copies thereof, or an original certificate of insurance together with reasonable access to the original of such policy to review such policy’s coverage of the Property, with schedules attached thereto showing the amount of the insurance provided under such policies applicable to the Property and (ii) an Officer’s Certificate setting forth (A) the number of properties covered by such policy, (B) the location by city (if available, otherwise, county) and state of the properties, (C) the average square footage of the properties, (D) a brief description of the typical construction type included in the blanket policy and (E) such insurer shall waive any right of such insurer to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Loss Payee;
(viii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines or spare parts, information as the case Lender may be) no Loss Payee shall have any obligation or liability for premiums or other payments, if any, in connection with such insurance; and
(ix) in the event that separate policies are maintained to cover all-risk ground and flight aircraft, hull and war risks and allied perils insurance, include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by the Lessee with respect to all other aircraft in the Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Delivery Date shall be attached to the insurance certificate issued on the Delivery Datereasonably request.
Appears in 2 contracts
Samples: Mortgage and Security Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Mortgage and Security Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Policy Terms. Any policies carried and maintained in accordance with this Section 13.02 and any policies taken out in substitution or replacement for any such policies subject to the terms, conditions and limitations thereof shall:
(i) name or be amended to name the Lessor in its individual capacity and as owner of the Aircraft (or, so long as the Indenture shall not have been discharged, the Indenture Trustee) as an additional insured and as the sole loss payee (hereinafter in this paragraph (b) sometimes referred to as "Loss Payee");
(ii) provide with respect to coverage provided under this Section 13.02, (except as otherwise provided under Section 13.03 hereof when an Event of Loss or a Payment Default, Bankruptcy Default or Event of Default has occurred and is continuing), that (i) in the event of a loss involving proceeds in the aggregate in excess of $6,000,000, the proceeds in respect of such loss up to an amount equal to the Stipulated Loss Value for the Aircraft shall be payable to the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee), it being understood and agreed that in the case of any payment to the Lessor (or the Indenture Trustee) otherwise than in respect of an Event of Loss, the Lessor (or the Indenture Trustee) shall, unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing, in the aggregate upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment to the Lessee or its order, and (ii) the entire amount of any loss involving proceeds in the aggregate of $6,000,000 or less or the amount of any proceeds of any loss in excess of the Stipulated Loss Value for the Aircraft shall be paid to the Lessee or its order unless a Payment Default, a Bankruptcy Default to pay for repairs or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Lessor or the Indenture Trustee (and if the insurers have notice of a Payment Default, a Bankruptcy Default or an Event of Default, such payment shall be made to the Indenture Trustee)replacement property;
(iii) provide that if such insurance is cancelled for any reason or any substantial change is made in the policies which adversely affect the scope of the coverage required herein, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Loss Payee for thirty days (except in the case of war-risk coverage in which event the applicable period shall be seven (7) days or such other period as may be customary) after receipt by the Loss Payee of written notice from such insurer of such cancellation, change or lapse;
(iv) provide that, in respect of the interest of the Lessor (in its individual capacity and as the Owner Trustee), the Owner Participant or the Indenture Trustee (in their respective capacities as such) in such policies, the insurance shall not be invalidated by any action or inaction of the Lessee or the Loss Payee (other than any action or inaction of such Loss Payee) and shall insure the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or the Loss Payee (other than any breach or violation of any warranty, declaration or condition by the Loss Payee) as defined under the policy of insurance required under this Section 13.02;
(v) provide that the insurers shall waive any rights of subrogation against the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee to the extent that the Lessee has waived its rights under this Lease or the Participation Agreement; provided that the exercise by insurers of rights of subrogation derived from rights retained by the Lessee shall not, in any way, delay payment of any claim that would otherwise be payable by such insurers but for the existence of rights of subrogation derived from rights retained by the Lessee;
(vi) be primary and without rights of contribution from any other insurance which is carried by the Loss Payee with respect to its interest in the Aircraft;
(vii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines, or spare parts, as the case may be) such insurer shall waive any right of such insurer to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Loss Payee;
(viii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines or spare parts, as the case may be) no Loss Payee shall have any obligation or liability for premiums or other payments, if any, in connection with such insurance; and
(ix) in the event that separate policies are maintained to cover all-risk ground and flight aircraft, hull and war risks and allied perils insurance, include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by the Lessee with respect to all other aircraft in the Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Delivery Date shall be attached to the insurance certificate issued on the Delivery Date.
Appears in 2 contracts
Samples: Lease Agreement (Federal Express Corp), Lease Agreement (Federal Express Corp)
Policy Terms. Any policies carried and maintained in accordance with this Section 13.02 and any policies taken out in substitution or replacement for any such policies subject to the terms, conditions and limitations thereof shall:
(i) name or be amended to name the Lessor in its individual capacity and as owner of the Aircraft (or, so long as the Indenture shall not have been discharged, the Indenture Trustee) as an additional insured and as the sole loss payee (hereinafter in this paragraph (b) sometimes referred to as "Loss Payee");
(ii) provide with respect to coverage provided under this Section 13.02, that (i) in the event of a loss involving proceeds in the aggregate in excess of $6,000,000, the proceeds in respect of such loss up to an amount equal to the Stipulated Loss Value for the Aircraft shall be payable to the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee), it being understood and agreed that in the case of any payment to the Lessor (or the Indenture Trustee) otherwise than in respect of an Event of Loss, the Lessor (or the Indenture Trustee) shall, unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment to the Lessee or its order, and (ii) the entire amount of any loss involving proceeds in the aggregate of $6,000,000 or less or the amount of any proceeds of any loss in excess of the Stipulated Loss Value for the Aircraft shall be paid to the Lessee or its order unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Lessor or the Indenture Trustee (and if the insurers have notice of a Payment Default, a Bankruptcy Default or an Event of Default, such payment shall be made to the Indenture Trustee);
(iii) provide that if such insurance is cancelled for any reason or any substantial change is made in the policies which adversely affect affects the scope of the coverage required herein, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Loss Payee for thirty days (except in the case of war-risk coverage in which event the applicable period shall be seven (7) days or such other period as may be customary) after receipt by the Loss Payee of written notice from such insurer of such cancellation, change or lapse;
(iv) provide that, in respect of the interest of the Lessor (in its individual capacity and as the Owner Trustee), the Owner Participant or the Indenture Trustee (in their respective capacities as such) in such policies, the insurance shall not be invalidated by any action or inaction of the Lessee or the Loss Payee (other than any action or inaction of such Loss Payee) and shall insure the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or the Loss Payee (other than any breach or violation of any warranty, declaration or condition by the Loss Payee) as defined under the policy of insurance required under this Section 13.02;
(v) provide that the insurers shall waive any rights of subrogation against the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee to the extent that the Lessee has waived its rights under this Lease or the Participation Agreement; provided that the exercise by insurers of rights of subrogation derived from rights retained by the Lessee shall not, in any way, delay payment of any claim that would otherwise be payable by such insurers but for the existence of rights of subrogation derived from rights retained by the Lessee;
(vi) be primary and without rights of contribution from any other insurance which is carried by the Loss Payee with respect to its interest in the Aircraft;
(vii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines, or spare parts, as the case may be) such insurer shall waive any right of such insurer to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Loss Payee;
(viii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines or spare parts, as the case may be) no Loss Payee shall have any obligation or liability for premiums or other payments, if any, in connection with such insurance; and
(ix) in the event that separate policies are maintained to cover all-risk ground and flight aircraft, hull and war risks and allied perils insurance, include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by the Lessee with respect to all other aircraft in the Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Delivery Date shall be attached to the insurance certificate issued on the Delivery Date.
Appears in 2 contracts
Samples: Lease Agreement (Federal Express Corp), Lease Agreement (Federal Express Corp)
Policy Terms. Any policies policy of insurance carried and maintained in accordance with this Section 13.02 13.01, and any policies policy taken out in substitution or replacement for any such policies policy subject to the terms, conditions and limitations thereof thereof, shall:
(i) name or be amended to name the Lessor in its individual capacity and as owner of the Aircraft (or, so long as the Indenture shall not have been dischargedAircraft, the Indenture Trustee) as an additional insured Trustee in its individual capacity and as trustee/mortgagee of the sole loss payee Aircraft, the Pass Through Trustee, each Liquidity Provider, the Owner Participant and the Owner Participant Guarantor and each of their respective officers and directors in their respective capacities as such as additional insureds (hereinafter in this paragraph (bc) sometimes referred to as "Loss PayeeAdditional Insured");
(ii) provide with that, in respect to coverage provided of the interest of any Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of the Lessee or any Additional Insured as defined under the policy of insurance required under this Section 13.02, that 13.01 (i) in the event of a loss involving proceeds in the aggregate in excess of $6,000,000, the proceeds in respect other than any action or inaction of such loss up to an amount equal to the Stipulated Loss Value for the Aircraft Additional Insured) and shall be payable to the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee), it being understood and agreed that in the case insure each Additional Insured regardless of any payment to the Lessor (breach or the Indenture Trustee) otherwise than violation of any warranty, declaration or condition contained in respect of an Event of Loss, the Lessor (or the Indenture Trustee) shall, unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment to policies by the Lessee or its order, and any other Additional Insured (ii) the entire amount other than any breach or violation of any loss involving proceeds in warranty, declaration or condition by such Additional Insured) as defined under the aggregate policy of $6,000,000 or less or the amount of any proceeds of any loss in excess of the Stipulated Loss Value for the Aircraft shall be paid to the Lessee or its order unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Lessor or the Indenture Trustee (and if the insurers have notice of a Payment Default, a Bankruptcy Default or an Event of Default, such payment shall be made to the Indenture Trustee)insurance required under this Section 13.01;
(iii) provide that if such insurance is cancelled for any reason reason, or any substantial change is made in the policies which adversely affect the scope of the coverage required herein, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Loss Payee any Additional Insured for thirty (30) days (except in the case of war-war risk coverage in which event the applicable period shall be seven (7) days or such other period as may be customary) after receipt by the Loss Payee each such Additional Insured of written notice from such insurer insurers or such insurers' broker of such cancellation, change or lapse;
(iv) provide that, in respect of the interest of the Lessor (in its individual capacity and as the Owner Trustee), the Owner Participant or the Indenture Trustee (in their respective capacities as such) in such policies, the insurance shall not be invalidated by any action or inaction of the Lessee or the Loss Payee (other than any action or inaction of such Loss Payee) and shall insure the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or the Loss Payee (other than any breach or violation of any warranty, declaration or condition by the Loss Payee) as defined under the policy of insurance required under this Section 13.02;
(v) provide that the insurers shall waive any rights of subrogation against the Lessor (in its individual capacity and as Owner Trustee)each Additional Insured, the Owner Participant and the Indenture Trustee to the extent that the Lessee has waived its rights under this Lease or and the Participation Agreement; provided that the exercise by insurers of rights of subrogation derived from rights retained by the Lessee shall not, in any way, delay payment of any claim that would otherwise be payable by such insurers but for the existence of rights of subrogation derived from rights retained by the Lessee;
(v) provide that all of the provisions of such policy shall operate in the same manner as if there were a separate policy covering each Additional Insured; provided, that such policies shall not operate to increase any insurer's limit of liability;
(vi) be primary and primary, without rights right of contribution from any other insurance which is carried by the Loss Payee any Additional Insured with respect to its interest in the Aircraft;
(vii) provide that no Additional Insured shall have any obligation or liability for premiums or other payments, if any, in connection with such insurance; and
(except in the case of insurance with respect to Engines and spare parts viii) provide that have been removed from the Aircraft and replaced with other Engines or engines, or spare parts, as the case may be) such insurer shall waive any the right of such insurer to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Loss Payee;
(viii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines or spare parts, as the case may be) no Loss Payee shall have any obligation or liability for premiums or other payments, if any, in connection with such insurance; and
(ix) in the event that separate policies are maintained to cover all-risk ground and flight aircraft, hull and war risks and allied perils insurance, include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by the Lessee with respect to all other aircraft in the Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Delivery Date shall be attached to the insurance certificate issued on the Delivery DateAdditional Insured.
Appears in 2 contracts
Samples: Lease Agreement (Federal Express Corp), Lease Agreement (Federal Express Corp)
Policy Terms. Any policies carried and maintained in accordance with this Section 13.02 and any policies taken out in substitution or replacement for any such policies subject to the terms, conditions and limitations thereof shall:
(i) name or be amended to name the Lessor in its individual capacity and as owner of the Aircraft (or, so long as the Indenture shall not have been discharged, the Indenture Trustee) as an additional insured and as the sole loss payee (hereinafter in this paragraph (b) sometimes referred to as "Loss Payee");
(ii) provide with respect to coverage provided under this Section 13.02, that (i) in the event of a loss involving proceeds in the aggregate in excess of $6,000,000, the proceeds in respect of such loss up to an amount equal to the Stipulated Loss Value for the Aircraft shall be payable to the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee), it being understood and agreed that in the case of any payment to the Lessor (or the Indenture Trustee) otherwise than in respect of an Event of Loss, the Lessor (or the Indenture Trustee) shall, unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment to the Lessee or its order, and (ii) the entire amount of any loss involving proceeds in the aggregate of $6,000,000 or less or the amount of any proceeds of any loss in excess of the Stipulated Loss Value for the Aircraft shall be paid to the Lessee or its order unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Lessor or the Indenture Trustee (and if the insurers have notice of a Payment Default, a Bankruptcy Default or an Event of Default, such payment shall be made to the Indenture Trustee);
(iii) provide that if such insurance is cancelled for any reason or any substantial change is made in the policies which adversely affect the scope of the coverage required herein, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Loss Payee for thirty days (except in the case of war-risk coverage in which event the applicable period shall be seven (7) days or such other period as may be customary) after receipt by the Loss Payee of written notice from such insurer of such cancellation, change or lapse;
(iv) provide that, in respect of the interest of the Lessor (in its individual capacity and as the Owner Trustee), the Owner Participant or the Indenture Trustee (in their respective capacities as such) in such policies, the insurance shall not be invalidated by any action or inaction of the Lessee or the Loss Payee (other than any action or inaction of such Loss Payee) and shall insure the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or the Loss Payee (other than any breach or violation of any warranty, declaration or condition by the Loss Payee) as defined under the policy of insurance required under this Section 13.02;
(v) provide that the insurers shall waive any rights of subrogation against the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee to the extent that the Lessee has waived its rights under this Lease or the Participation Agreement; provided that the exercise by insurers of rights of subrogation derived from rights retained by the Lessee shall not, in any way, delay payment of any claim that would otherwise be payable by such insurers but for the existence of rights of subrogation derived from rights retained by the Lessee;
(vi) be primary and without rights of contribution from any other insurance which is carried by the Loss Payee with respect to its interest in the Aircraft;
(vii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines, or spare parts, as the case may be) such insurer shall waive any right of such insurer to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Loss Payee;
(viii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines or spare parts, as the case may be) no Loss Payee shall have any obligation or liability for premiums or other payments, if any, in connection with such insurance; and
(ix) in the event that separate policies are maintained to cover all-risk ground and flight aircraft, hull and war risks and allied perils insurance, include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by the Lessee with respect to all other aircraft in the Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Delivery Date shall be attached to the insurance certificate issued on the Delivery Date.
Appears in 1 contract
Policy Terms. Any policies Each policy of insurance carried and maintained in accordance with this Section 13.02 and any policies taken out in substitution or replacement for any such policies subject to the terms, conditions and limitations thereof shall:Paragraph 2(a):
(i) shall name or be amended to name the Lessor in its individual capacity and as owner of the Aircraft (or, so long as the Indenture shall not have been discharged, the Indenture Trustee) each Additional Insured as an additional insured and as insured, but without the sole loss payee Additional Insureds being liable for premiums in respect of such insurance (hereinafter in this paragraph (b) sometimes referred but reserving the right to as "Loss Payee"pay the same should any of them elect to do so);
(ii) provide with respect to coverage provided under this Section 13.02, that (i) in the event of a loss involving proceeds in the aggregate in excess of $6,000,000, the proceeds in respect of such loss up to an amount equal to the Stipulated Loss Value for the Aircraft shall be payable to the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee), it being understood and agreed that in the case of any payment to the Lessor (or the Indenture Trustee) otherwise than in respect of an Event of Loss, the Lessor (or the Indenture Trustee) shall, unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment to the Lessee or its order, and (ii) the entire amount of any loss involving proceeds in the aggregate of $6,000,000 or less or the amount of any proceeds of any loss in excess of the Stipulated Loss Value for the Aircraft shall be paid to the Lessee or its order unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Lessor or the Indenture Trustee (and if the insurers have notice of a Payment Default, a Bankruptcy Default or an Event of Default, such payment shall be made to the Indenture Trustee)Dollars;
(iii) shall provide that the insurers shall waive any right to any setoff or counterclaim or any other deduction, by attachment or otherwise, with respect to any liability of the Additional Insureds;
(iv) shall not permit any aviation legal liability insurance deductible or self-insurance provision other than the aviation insurance industry standard deductibles for baggage, hangarkeepers and cargo legal liability;
(v) shall provide that no amount due from Assignee or any other person to any insurer or broker shall be deducted from any amount payable to an Additional Insured under such insurance policy;
(vi) shall provide that in respect of the interest of the Additional Insureds in such policies such insurance shall not be invalidated by any action or inaction of the Assignee or any other insured and shall insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Assignee or any other insured, assuming no operation of the Aircraft by such Additional Insured;
(vii) shall provide that if such insurance is cancelled canceled for any reason or reason, any substantial material adverse change is made in the policies which adversely affect the scope of the coverage required herein, policy terms or if conditions or such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Loss Payee any Additional Insured for thirty 30 days (except in the case of war-risk coverage in which event the applicable period shall be seven (7) days or such other lesser period as may be customaryprovided in the policy from time to time with respect to war risk and allied perils coverage) after receipt by the Loss Payee such Additional Insured of written notice from such insurer insurers of such cancellation, change or lapse;
(ivviii) provide that, in respect of the interest of the Lessor (in its individual capacity and as the Owner Trustee), the Owner Participant or the Indenture Trustee (in their respective capacities as such) in such policies, the insurance shall not be invalidated by any action or inaction of the Lessee or the Loss Payee (other than any action or inaction of such Loss Payee) and shall insure the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or the Loss Payee (other than any breach or violation of any warranty, declaration or condition by the Loss Payee) as defined under the policy of insurance required under this Section 13.02;
(v) provide that the such insurers shall hold harmless and waive any rights of subrogation against the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee to the extent that the Lessee has waived its rights under this Lease or the Participation Agreement; provided that the exercise by insurers of rights of subrogation derived from rights retained by the Lessee shall not, in any way, delay payment of any claim that would otherwise be payable by such insurers but for the existence of rights of subrogation derived from rights retained by the LesseeAdditional Insured;
(viix) shall be primary and without rights right of contribution from any other insurance which is carried by the Loss Payee with respect to its interest in the Aircraftany Additional Insured;
(viix) shall expressly provide that (all the provisions of such policy, except the limits of liability, shall operate in the case of insurance same manner as if there were a separate policy with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines, or spare parts, as the case may be) such insurer shall waive any right of such insurer to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Loss Payee;
(viii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines or spare parts, as the case may be) no Loss Payee shall have any obligation or liability for premiums or other payments, if any, in connection with such insurancecovering each insured; and
(ixxi) in if the event that separate policies are maintained to cover all-risk ground and flight aircraftlead insurance provider is not a U.S. insurer, hull and war risks and allied perils insurance, include a 50/50 provisional claims settlement clause as contained in the policies U.S. service of insurance maintained by the Lessee with respect to all other aircraft in the Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Delivery Date shall be attached to the insurance certificate issued on the Delivery Datesuit clause.
Appears in 1 contract
Samples: Assignment of Rights Agreement (Midwest Express Holdings Inc)
Policy Terms. Any (a) All insurance required by this Article II shall have a term of not less than one year and shall be in the form and amount and with deductibles as, from time to time, shall be reasonably acceptable to Lender, under valid and enforceable policies carried issued by financially responsible insurers either licensed to transact business in the State where the Property is located, or obtained through a duly authorized surplus line insurance agent or otherwise in conformity with the laws of such State, with a rating of not less than the third (3rd) highest rating category by any one of the Rating Agencies or with an A.M. Best Company, Inc. rating of A or higher and maintained a financial size category of not less than X or a rating of at least BBB in accordance with this Section 13.02 the Insurer Solvency Review published by Standard & Poor's. Originals or certified copies of all insurance policies shall be delivered to and any policies taken out in substitution or replacement for any held by Lender. All such policies subject shall name Lender as an additional insured, shall provide for loss payable to the terms, conditions Lender and limitations thereof shall:
shall contain: (i) name standard "non-contributory mortgagee" endorsement or be amended its equivalent relating, inter alia, to name recovery by Lender notwithstanding (a) the Lessor in its individual capacity and as owner negligent or willful acts or omissions of the Aircraft (orBorrower, so long as the Indenture shall not have been discharged, the Indenture Trustee) as an additional insured and as the sole loss payee (hereinafter in this paragraph (b) sometimes referred to as "Loss Payee");
(ii) provide with respect to coverage provided under this Section 13.02, that (i) in occupancy or use of the event of a loss involving proceeds in Property for purposes more hazardous than those permitted by the aggregate in excess of $6,000,000, the proceeds in respect terms of such loss up policy, (c) any foreclosure or other action taken by Lender pursuant to an amount equal to this Deed of Trust upon the Stipulated Loss Value for the Aircraft shall be payable to the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee), it being understood and agreed that in the case occurrence of any payment to the Lessor (or the Indenture Trustee) otherwise than in respect of an Event of Loss, the Lessor (or the Indenture Trustee) shall, unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment to the Lessee or its order, and (ii) the entire amount of any loss involving proceeds in the aggregate of $6,000,000 or less or the amount of any proceeds of any loss in excess of the Stipulated Loss Value for the Aircraft shall be paid to the Lessee or its order unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Lessor or the Indenture Trustee (and if the insurers have notice of a Payment Default, a Bankruptcy Default or an Event of Default, such payment shall be made to the Indenture Trustee);
or (iiid) provide that if such insurance is cancelled for any reason change in title or any substantial change is made in the policies which adversely affect the scope ownership of the coverage required herein, or if Property; and (ii) a provision that such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse policies shall not be effective as canceled or amended, including, without limitation, any amendment reducing the scope or limits of coverage, or failed to be renewed, without at least thirty (30) days prior written notice to Lender in each instance. With respect to insurance policies which require payment of premiums annually, not less than thirty (30) days prior to the Loss Payee for expiration dates of the insurance policies obtained pursuant to this Deed of Trust, Borrower shall pay such amount, except to the extent provision is actually made therefor pursuant to Section 4.3(b). Not less than thirty (30) days prior to the expiration dates of the insurance policies obtained pursuant to this Deed of Trust, originals or certified copies of renewals of such policies (except or certificates evidencing such renewals), together with evidence satisfactory to Lender of the payment of all premiums by Borrower and not through or by any financing arrangement, shall be delivered by Borrower to Lender. Borrower shall not carry separate insurance, concurrent in kind or form or contributing in the case event of war-risk coverage in which event the applicable period shall be seven (7) days or such other period as may be customary) after receipt by the Loss Payee of written notice from such insurer of such cancellationloss, change or lapse;
(iv) provide that, in respect of the interest of the Lessor (in its individual capacity and as the Owner Trustee), the Owner Participant or the Indenture Trustee (in their respective capacities as such) in such policies, the insurance shall not be invalidated by with any action or inaction of the Lessee or the Loss Payee (other than any action or inaction of such Loss Payee) and shall insure the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or the Loss Payee (other than any breach or violation of any warranty, declaration or condition by the Loss Payee) as defined under the policy of insurance required under this Section 13.02;Article II. If the limits of any policy required hereunder are reduced or eliminated due to a covered loss, Borrower shall pay the additional premium, if any, in order to have the original limits of insurance reinstated, or Borrower shall purchase new insurance in the same type and amount that existed immediately prior to the loss.
(vb) provide that If Borrower fails to maintain and deliver to Lender the insurers shall waive any rights of subrogation against the Lessor (in its individual capacity policies and as Owner Trustee), the Owner Participant and the Indenture Trustee to the extent that the Lessee has waived its rights under this Lease or the Participation Agreement; provided that the exercise by insurers of rights of subrogation derived from rights retained by the Lessee shall not, in any way, delay payment of any claim that would otherwise be payable by such insurers but for the existence of rights of subrogation derived from rights retained by the Lessee;
(vi) be primary and without rights of contribution from any other insurance which is carried by the Loss Payee with respect to its interest in the Aircraft;
(vii) provide that (except in the case certificates of insurance with respect to Engines required by this Deed of Trust, Lender or Trustee may, at their option, procure such insurance and spare parts that have been removed from the Aircraft and replaced with other Engines or engines, or spare partsBorrower shall pay or, as the case may be) such insurer shall waive any right of such insurer to any set-off , reimburse Lender or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Loss Payee;
(viii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines or spare partsTrustee, as the case may be, for, all premiums thereon promptly, upon demand by Lender or Trustee, as the case may be, with interest thereon at the Default Rate from the date paid by Lender or Trustee to the date of repayment and such sum shall constitute a part of the Debt.
(c) no Loss Payee The insurance required by this Deed of Trust may, at the option of Borrower, be effected by blanket and/or umbrella policies issued to Borrower covering the Property and the other properties of Borrower provided that, in each case, the policies otherwise comply with the provisions of this Deed of Trust and allocate to the Property, from time to time, the coverage specified by this Deed of Trust, without possibility of reduction or coinsurance by reason of, or damage to, any other property (real or personal) named therein. If the insurance required by this Deed of Trust shall be effected by any such blanket or umbrella policies, Borrower shall furnish to Lender original policies or certified copies thereof, with schedules attached thereto showing the amount of insurance applicable to the Property provided under such policies.
(d) Neither Lender, Trustee nor their agents or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Deed of Trust; it being understood that (i) Borrower shall look solely to its insurance company for the recovery of such loss or damage, (ii) such insurance company shall have any obligation no rights of subrogation against Lender, Trustee, their agents or liability employees, and (iii) Borrower shall use its best efforts to procure from such insurance company a waiver of subrogation rights against Lender and Trustee. If, however, such insurance policies do not provide for premiums a waiver of subrogation rights against Lender and Trustee (whether because such a waiver is unavailable or other paymentsotherwise), then Borrower hereby agrees, to the extent permitted by law and to the extent not prohibited by such insurance policies, to waive its rights of recovery, if any, against Lender and Trustee, their agents and employees, whether resulting from any damage to the Property, any liability claim in connection with the Property or otherwise. If any such insurance; and
(ix) in the event that separate policies are maintained to cover all-risk ground insurance policy shall prohibit Borrower from waiving such claims, then Borrower must obtain from such insurance company a waiver of subrogation rights against Lender and flight aircraft, hull and war risks and allied perils insurance, include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by the Lessee with respect to all other aircraft in the Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Delivery Date shall be attached to the insurance certificate issued on the Delivery DateTrustee.
Appears in 1 contract
Policy Terms. Any policies carried and maintained in accordance with this Section 13.02 and any policies taken out in substitution or replacement for any such policies subject to the terms, conditions and limitations thereof shall:
(i) name or be amended to name the Lessor in its individual capacity and as owner of the Aircraft (or, so long as the Indenture shall not have been discharged, the Indenture Trustee) as an additional insured and as the sole loss payee (hereinafter in this paragraph (b) sometimes referred to as "Loss Payee");
(ii) provide with respect to coverage provided under this Section 13.02, that (i) in the event of a loss involving proceeds in the aggregate in excess of $6,000,000, the proceeds in respect of such loss up to an amount equal to the Stipulated Loss Value for the Aircraft shall be payable to the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee), it being understood and agreed that in the case of any payment to the Lessor (or the Indenture Trustee) otherwise than in respect of an Event of Loss, the Lessor (or the Indenture Trustee) shall, unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuingexists, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment to the Lessee or its order, and (ii) the entire amount of any loss involving proceeds in the aggregate of $6,000,000 or less or the amount of any proceeds of any loss in excess of the Stipulated Loss Value for the Aircraft shall be paid to the Lessee or its order unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing exists and the insurers have been notified thereof by the Lessor or the Indenture Trustee (and if the insurers have notice of a Payment Default, a Bankruptcy Default or an Event of Default, such payment shall be made to the Indenture TrusteeLoss Payee);
(iii) provide that if such insurance is cancelled for any reason or any substantial change is made in the policies which adversely affect affects the scope of the coverage required herein, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Loss Payee for thirty (30) days (except in the case of war-risk coverage in which event the applicable period shall be seven (7) days or such other period as may be customary) after receipt by the Loss Payee of written notice from such insurer of such cancellation, change or lapse;
(iv) provide that, in respect of the interest of the Lessor (in its individual capacity and as the Owner Trustee), the Owner Participant or the Indenture Trustee (in their respective capacities as such) in such policies, the insurance shall not be invalidated by any action or inaction of the Lessee or the Loss Payee any other Person (other than any action or inaction of such Loss PayeeAdditional Insured) and shall insure the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or the Loss Payee any other Person (other than any breach or violation of any warranty, declaration or condition by the Loss Payeesuch Additional Insured) as defined under the policy of insurance required under this Section 13.02;
(v) provide that the insurers shall waive any rights of subrogation against the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee to the extent that the Lessee has waived its rights under this Lease or the Participation Agreement; provided that the exercise by insurers of rights of subrogation derived from rights retained by the Lessee shall not, in any way, delay payment of any claim that would otherwise be payable by such insurers but for the existence of rights of subrogation derived from rights retained by the Lessee;
(vi) be primary and without rights of contribution from any other insurance which is carried by the Loss Payee with respect to its interest in the Aircraft;
(vii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines, or spare parts, as the case may be) such insurer shall waive any right of such insurer to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Loss Payee;
(viii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines or spare parts, as the case may be) no Loss Payee shall have any obligation or liability for premiums or other payments, if any, in connection with such insurance; and
(ix) in the event that separate policies are maintained to cover all-risk ground and flight aircraft, hull and war risks and allied perils insurance, include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by the Lessee with respect to all other aircraft in the Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Delivery Lease Commencement Date shall be attached to the insurance certificate issued on the Delivery Lease Commencement Date.
Appears in 1 contract
Policy Terms. Any (a) All insurance required by this Article II shall have a term of not less than one year and shall be in the form and amount and with deductibles as, from time to time, shall be reasonably acceptable to Lender, under valid and enforceable policies carried issued by financially responsible insurers either licensed to transact business in the State where the Property is located, or obtained through a duly authorized surplus line insurance agent or otherwise in conformity with the laws of such State, with a rating of not less than the third (3rd) highest rating category by any one of the Rating Agencies or with an A.M. Best Company, Inc. rating of A or higher and maintained a financial size category of not less than X or a rating of at least BBB in accordance with this Section 13.02 the Insurer Solvency Review published by Standard & Poor's. Originals or certified copies of all insurance policies shall be delivered to and any policies taken out in substitution or replacement for any held by Lender. All such policies subject shall name Lender as an additional insured, shall provide for loss payable to the terms, conditions Lender and limitations thereof shall:
shall contain: (i) name standard "non-contributory mortgagee" endorsement or be amended its equivalent relating, inter alia, to name recovery by Lender notwithstanding (a) the Lessor in its individual capacity and as owner negligent or willful acts or omissions of the Aircraft (orBorrower, so long as the Indenture shall not have been discharged, the Indenture Trustee) as an additional insured and as the sole loss payee (hereinafter in this paragraph (b) sometimes referred to as "Loss Payee");
(ii) provide with respect to coverage provided under this Section 13.02, that (i) in occupancy or use of the event of a loss involving proceeds in Property for purposes more hazardous than those permitted by the aggregate in excess of $6,000,000, the proceeds in respect terms of such loss up policy, (c) any foreclosure or other action taken by Lender pursuant to an amount equal to this Mortgage upon the Stipulated Loss Value for the Aircraft shall be payable to the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee), it being understood and agreed that in the case occurrence of any payment to the Lessor (or the Indenture Trustee) otherwise than in respect of an Event of Loss, the Lessor (or the Indenture Trustee) shall, unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment to the Lessee or its order, and (ii) the entire amount of any loss involving proceeds in the aggregate of $6,000,000 or less or the amount of any proceeds of any loss in excess of the Stipulated Loss Value for the Aircraft shall be paid to the Lessee or its order unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Lessor or the Indenture Trustee (and if the insurers have notice of a Payment Default, a Bankruptcy Default or an Event of Default, such payment shall be made to the Indenture Trustee);
or (iiid) provide that if such insurance is cancelled for any reason change in title or any substantial change is made in the policies which adversely affect the scope ownership of the coverage required herein, or if Property; and (ii) a provision that such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse policies shall not be effective as canceled or amended, including, without limitation, any amendment reducing the scope or limits of coverage, or failed to be renewed, without at least thirty (30) days prior written notice to Lender in each instance. With respect to insurance policies which require payment of premiums annually, not less than thirty (30) days prior to the Loss Payee for expiration dates of the insurance policies obtained pursuant to this Mortgage, Borrower shall pay such amount, except to the extent provision is actually made therefor pursuant to Section 4.3(b). Not less than thirty (30) days prior to the expiration dates of the insurance policies obtained pursuant to this Mortgage, originals or certified copies of renewals of such policies (except or certificates evidencing such renewals), together with evidence satisfactory to Lender of the payment of all premiums by Borrower and not through or by any financing arrangement, shall be delivered by Borrower to Lender. Borrower shall not carry separate insurance, concurrent in kind or form or contributing in the case event of war-risk coverage in which event the applicable period shall be seven (7) days or such other period as may be customary) after receipt by the Loss Payee of written notice from such insurer of such cancellationloss, change or lapse;
(iv) provide that, in respect of the interest of the Lessor (in its individual capacity and as the Owner Trustee), the Owner Participant or the Indenture Trustee (in their respective capacities as such) in such policies, the insurance shall not be invalidated by with any action or inaction of the Lessee or the Loss Payee (other than any action or inaction of such Loss Payee) and shall insure the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or the Loss Payee (other than any breach or violation of any warranty, declaration or condition by the Loss Payee) as defined under the policy of insurance required under this Section 13.02;Article II. If the limits of any policy required hereunder are reduced or eliminated due to a covered loss, Borrower shall pay the additional premium, if any, in order to have the original limits of insurance reinstated, or Borrower shall purchase new insurance in the same type and amount that existed immediately prior to the loss.
(va) provide that If Borrower fails to maintain and deliver to Lender the insurers shall waive any rights of subrogation against the Lessor (in its individual capacity policies and as Owner Trustee), the Owner Participant and the Indenture Trustee to the extent that the Lessee has waived its rights under this Lease or the Participation Agreement; provided that the exercise by insurers of rights of subrogation derived from rights retained by the Lessee shall not, in any way, delay payment of any claim that would otherwise be payable by such insurers but for the existence of rights of subrogation derived from rights retained by the Lessee;
(vi) be primary and without rights of contribution from any other insurance which is carried by the Loss Payee with respect to its interest in the Aircraft;
(vii) provide that (except in the case certificates of insurance with respect to Engines required by this Mortgage, Lender may, at its option, procure such insurance and spare parts that have been removed from the Aircraft and replaced with other Engines or engines, or spare partsBorrower shall pay or, as the case may be, reimburse Lender for, all premiums thereon promptly, upon demand by Lender, with interest thereon at the Default Rate from the date paid by Lender to the date of repayment and such sum shall constitute a part of the Debt.
(b) The insurance required by this Mortgage may, at the option of Borrower, be effected by blanket and/or umbrella policies issued to Borrower covering the Property and the other properties of Borrower provided that, in each case, the policies otherwise comply with the provisions of this Mortgage and allocate to the Property, from time to time, the coverage specified by this Mortgage, without possibility of reduction or coinsurance by reason of, or damage to, any other property (real or personal) named therein. If the insurance required by this Mortgage shall be effected by any such blanket or umbrella policies, Borrower shall furnish to Lender original policies or certified copies thereof, with schedules attached thereto showing the amount of insurance applicable to the Property provided under such policies.
(c) Neither Lender nor its agents or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Mortgage; it being understood that (i) Borrower shall look solely to its insurance company for the recovery of such loss or damage, (ii) such insurer insurance company shall waive any right have no rights of subrogation against Lender, its agents or employees, and (iii) Borrower shall use its best efforts to procure from such insurer to any set-off or counterclaim or any other deductioninsurance company a waiver of subrogation rights against Lender. If, however, such insurance policies do not provide for a waiver of subrogation rights against Lender (whether by attachment because such a waiver is unavailable or otherwise), in respect then Borrower hereby agrees, to the extent permitted by law and to the extent not prohibited by such insurance policies, to waive its rights of any liability of the Loss Payee;
(viii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines or spare parts, as the case may be) no Loss Payee shall have any obligation or liability for premiums or other paymentsrecovery, if any, against Lender, its agents and employees, whether resulting from any damage to the Property, any liability claim in connection with the Property or otherwise. If any such insurance; and
(ix) in the event that separate policies are maintained to cover all-risk ground and flight aircraftinsurance policy shall prohibit Borrower from waiving such claims, hull and war risks and allied perils insurance, include then Borrower must obtain from such insurance company a 50/50 provisional claims settlement clause as contained in the policies waiver of insurance maintained by the Lessee with respect to all other aircraft in the Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Delivery Date shall be attached to the insurance certificate issued on the Delivery Datesubrogation rights against Lender.
Appears in 1 contract
Policy Terms. Any policies carried and maintained in accordance with this Section 13.02 and any policies taken out in substitution or replacement for any such policies subject to the terms, conditions and limitations thereof shall:
(i) name or be amended to name the Lessor in its individual capacity and as owner of the Aircraft (or, so long as the Indenture shall not have been discharged, the Indenture Trustee) as an additional insured and as the sole loss payee (hereinafter in this paragraph (b) sometimes referred to as "Loss Payee");
(ii) provide with respect to coverage provided under this Section 13.02, that (i) in the event of a loss involving proceeds in the aggregate in excess of $6,000,000, the proceeds in respect of such loss up to an amount equal to the Stipulated Loss Value for the Aircraft shall be payable to the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee), it being understood and agreed that in the case of any payment to the Lessor (or the Indenture Trustee) otherwise than in respect of an Event of Loss, the Lessor (or the Indenture Trustee) shall, unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing, in the aggregate upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment to the Lessee or its order, and (ii) the entire amount of any loss involving proceeds in the aggregate of $6,000,000 or less or the amount of any proceeds of any loss in excess of the Stipulated Loss Value for the Aircraft shall be paid to the Lessee or its order unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Lessor or the Indenture Trustee (and if the insurers have notice of a Payment Default, a Bankruptcy Default or an Event of Default, such payment shall be made to the Indenture Trustee)order;
(iii) provide that if such insurance is cancelled for any reason or any substantial change is made in the policies which adversely affect affects the scope of the coverage required herein, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Loss Payee for thirty days (except in the case of war-risk coverage in which event the applicable period shall be seven (7) days or such other period as may be customary) after receipt by the Loss Payee of written notice from such insurer of such cancellation, change or lapse;
(iv) provide that, in respect of the interest of the Lessor (in its individual capacity and as the Owner Trustee), the Owner Participant or the Indenture Trustee (in their respective capacities as such) in such policies, the insurance shall not be invalidated by any action or inaction of the Lessee or the Loss Payee (other than any action or inaction of such Loss Payee) and shall insure the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or the Loss Payee (other than any breach or violation of any warranty, declaration or condition by the Loss Payee) as defined under the policy of insurance required under this Section 13.02;
(v) provide that the insurers shall waive any rights of subrogation against the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee to the extent that the Lessee has waived its rights under this Lease or the Participation Agreement; provided that the exercise by insurers of rights of subrogation derived from rights retained by the Lessee shall not, in any way, delay payment of any claim that would otherwise be payable by such insurers but for the existence of rights of subrogation derived from rights retained by the Lessee;
(vi) be primary and without rights of contribution from any other insurance which is carried by the Loss Payee with respect to its interest in the Aircraft;
(vii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines, or spare parts, as the case may be) such insurer shall waive any right of such insurer to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Loss Payee;
(viii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines or spare parts, as the case may be) no Loss Payee shall have any obligation or liability for premiums or other payments, if any, in connection with such insurance; and
(ix) in the event that separate policies are maintained to cover all-risk ground and flight aircraft, hull and war risks and allied perils insurance, include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by the Lessee with respect to all other aircraft in the Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Delivery Date shall be attached to the insurance certificate issued on the Delivery Date.
Appears in 1 contract
Policy Terms. Any (a) All insurance required by this Article II shall have a term of not less than one year and shall be in the form and amount and with deductibles as, from time to time, shall be reasonably acceptable to Lender, under valid and enforceable policies carried issued by financially responsible insurers either licensed to transact business in the State where the Property is located, or obtained through a duly authorized surplus line insurance agent or otherwise in conformity with the laws of such State, with a rating of not less than the third (3rd) highest rating category by any one of the Rating Agencies or with an A.M. Best Company, Inc. rating of A or higher and maintained a financial size category of not less than X or a rating of at least BBB in accordance with this Section 13.02 the Insurer Solvency Review published by Standard & Poor's. Originals or certified copies of all insurance policies shall be delivered to and any policies taken out in substitution or replacement for any held by Lender. All such policies subject shall name Lender as an addixxxxxx insured, shall provide for loss payable to the terms, conditions Lender and limitations thereof shall:
shall contain: (i) name standard "non-contributory mortgagee" endorsement or be amended its equivalent relating, inter alia, to name recovery by Lender notwithstanding (a) the Lessor in its individual capacity and as owner negligent or willful acts or omissions of the Aircraft (orBorrower, so long as the Indenture shall not have been discharged, the Indenture Trustee) as an additional insured and as the sole loss payee (hereinafter in this paragraph (b) sometimes referred to as "Loss Payee");
(ii) provide with respect to coverage provided under this Section 13.02, that (i) in occupancy or use of the event of a loss involving proceeds in Property for purposes more hazardous than those permitted by the aggregate in excess of $6,000,000, the proceeds in respect terms of such loss up policy, (c) any foreclosure or other action taken by Lender pursuant to an amount equal to this Deed of Trust upon the Stipulated Loss Value for the Aircraft shall be payable to the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee), it being understood and agreed that in the case occurrence of any payment to the Lessor (or the Indenture Trustee) otherwise than in respect of an Event of Loss, the Lessor (or the Indenture Trustee) shall, unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment to the Lessee or its order, and (ii) the entire amount of any loss involving proceeds in the aggregate of $6,000,000 or less or the amount of any proceeds of any loss in excess of the Stipulated Loss Value for the Aircraft shall be paid to the Lessee or its order unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Lessor or the Indenture Trustee (and if the insurers have notice of a Payment Default, a Bankruptcy Default or an Event of Default, such payment shall be made to the Indenture Trustee);
or (iiid) provide that if such insurance is cancelled for any reason change in title or any substantial change is made in the policies which adversely affect the scope ownership of the coverage required herein, or if Property; and (ii) a provision that such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse policies shall not be effective as canceled or amended, including, without limitation, any amendment reducing the scope or limits of coverage, or failed to be renewed, without at least thirty (30) days prior written notice to Lender in each instance. With respect to insurance policies which require payment of premiums annually, not less than thirty (30) days prior to the Loss Payee for expiration dates of the insurance policies obtained pursuant to this Deed of Trust, Borrower shall pay such amount, except to the extent provision is actually made therefor pursuant to Section 4.3(b). Not less than thirty (30) days prior to the expiration dates of the insurance policies obtained pursuant to this Deed of Trust, originals or certified copies of renewals of such policies (except or certificates evidencing such renewals), together with evidence satisfactory to Lender of the payment of all premiums by Borrower and not through or by any financing arrangement, shall be delivered by Borrower to Lender. Borrower shall not carry separate insurance, concurrent in kind or form or contributing in the case event of war-risk coverage in which event the applicable period shall be seven (7) days or such other period as may be customary) after receipt by the Loss Payee of written notice from such insurer of such cancellationloss, change or lapse;
(iv) provide that, in respect of the interest of the Lessor (in its individual capacity and as the Owner Trustee), the Owner Participant or the Indenture Trustee (in their respective capacities as such) in such policies, the insurance shall not be invalidated by with any action or inaction of the Lessee or the Loss Payee (other than any action or inaction of such Loss Payee) and shall insure the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or the Loss Payee (other than any breach or violation of any warranty, declaration or condition by the Loss Payee) as defined under the policy of insurance required under this Section 13.02;Article II. If the limits of any policy required hereunder are reduced or eliminated due to a covered loss, Borrower shall pay the additional premium, if any, in order to have the original limits of insurance reinstated, or Borrower shall purchase new insurance in the same type and amount that existed immediately prior to the loss.
(vb) provide that If Borrower fails to maintain and deliver to Lender the insurers shall waive any rights of subrogation against the Lessor (in its individual capacity policies and as Owner Trustee), the Owner Participant and the Indenture Trustee to the extent that the Lessee has waived its rights under this Lease or the Participation Agreement; provided that the exercise by insurers of rights of subrogation derived from rights retained by the Lessee shall not, in any way, delay payment of any claim that would otherwise be payable by such insurers but for the existence of rights of subrogation derived from rights retained by the Lessee;
(vi) be primary and without rights of contribution from any other insurance which is carried by the Loss Payee with respect to its interest in the Aircraft;
(vii) provide that (except in the case certificates of insurance with respect to Engines required by this Deed of Trust, Lender or Trustee may, at their option, procure such insurance and spare parts that have been removed from the Aircraft and replaced with other Engines or engines, or spare partsBorrower shall pay or, as the case may be) such insurer shall waive any right of such insurer to any set-off , reimburse Lender or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Loss Payee;
(viii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines or spare partsTrustee, as the case may be, for, all premiums thereon promptly, upon demand by Lender or Trustee, as the case may be, with interest thereon at the Default Rate from the date paid by Lender or Trustee to the date of repayment and such sum shall constitute a part of the Debt.
(c) no Loss Payee The insurance required by this Deed of Trust may, at the option of Borrower, be effected by blanket and/or umbrella policies issued to Borrower covering the Property and the other properties of Borrower provided that, in each case, the policies otherwise comply with the provisions of this Deed of Trust and allocate to the Property, from time to time, the coverage specified by this Deed of Trust, without possibility of reduction or coinsurance by reason of, or damage to, any other property (real or personal) named therein. If the insurance required by this Deed of Trust shall be effected by any such blanket or umbrella policies, Borrower shall furnish to Lender original policies or certified copies thereof, with schedules attached thereto showing the amount of insurance applicable to the Property provided under such policies.
(d) Neither Lender, Trustee nor their agents or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Deed of Trust; it being understood that (i) Borrower shall look solely to its insurance company for the recovery of such loss or damage, (ii) such insurance company shall have any obligation no rights of subrogation against Lender, Trustee, their agents or liability employees, and (iii) Borrower shall use its best efforts to procure from such insurance company a waiver of subrogation rights against Lender and Trustee. If, however, such insurance policixx xx not provide for premiums a waiver of subrogation rights against Lender and Trustee (whether because such a waiver is unavailable or other paymentsotherwise), then Borrower hereby agrees, to the extent permitted by law and to the extent not prohibited by such insurance policies, to waive its rights of recovery, if any, against Lender and Trustee, their agents and employees, whether resulting from any damage to the Property, any liability claim in connection with the Property or otherwise. If any such insurance; and
(ix) in the event that separate policies are maintained to cover all-risk ground insurance policy shall prohibit Borrower from waiving such claims, then Borrower must obtain from such insurance company a waiver of subrogation rights against Lender and flight aircraft, hull and war risks and allied perils insurance, include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by the Lessee with respect to all other aircraft in the Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Delivery Date shall be attached to the insurance certificate issued on the Delivery DateTrustee.
Appears in 1 contract
Policy Terms. Any policies carried and maintained in accordance with this Section 13.02 and any policies taken out in substitution or replacement for any such policies subject to the terms, conditions and limitations thereof shall:
(i) name or be amended to name the Lessor in its individual capacity and as owner of the Aircraft (or, so long as the Indenture shall not have been discharged, the Indenture Trustee) as an additional insured and as the sole loss payee (hereinafter in this paragraph (b) sometimes referred to as "Loss Payee");
(ii) provide with respect to coverage provided under this Section 13.02, that (i) in the event of a loss involving proceeds in the aggregate in excess of $6,000,000, the proceeds in respect of such loss up to an amount equal to the Stipulated Loss Value for the Aircraft shall be payable to the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee), it being understood and agreed that in the case of any payment to the Lessor (or the Indenture Trustee) otherwise than in respect of an Event of Loss, the Lessor (or the Indenture Trustee) shall, unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment to the Lessee or its order, and (ii) the entire amount of any loss involving proceeds in the aggregate of $6,000,000 or less or the amount of any proceeds of any loss in excess of the Stipulated Loss Value for the Aircraft shall be paid to the Lessee or its order unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Lessor or the Indenture Trustee (and if the insurers have notice of a Payment Default, a Bankruptcy Default or an Event of Default, such payment shall be made to the Indenture Trustee);
(iii) provide that if such insurance is cancelled for any reason or any substantial change is made in the policies which adversely affect the scope of the coverage required herein, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Loss Payee for thirty days (except in the case of war-risk coverage in which event the applicable period shall be seven (7) days or such other period as may be customary) after receipt by the Loss Payee of written notice from such insurer of such cancellation, change or lapse;
(iv) provide that, in respect of the interest of the Lessor (in its individual capacity and as the Owner Trustee), the Owner Participant Participants or the Indenture Trustee (in their respective capacities as such) in such policies, the insurance shall not be invalidated by any action or inaction of the Lessee or the Loss Payee (other than any action or inaction of such Loss Payee) and shall insure the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant Participants and the Indenture Trustee regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or the Loss Payee (other than any breach or violation of any warranty, declaration or condition by the Loss Payee) as defined under the policy of insurance required under this Section 13.02;
(v) provide that the insurers shall waive any rights of subrogation against the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant Participants and the Indenture Trustee to the extent that the Lessee has waived its rights under this Lease or the Participation Agreement; provided that the exercise by insurers of rights of subrogation derived from rights retained by the Lessee shall not, in any way, delay payment of any claim that would otherwise be payable by such insurers but for the existence of rights of subrogation derived from rights retained by the Lessee;
(vi) be primary and without rights of contribution from any other insurance which is carried by the Loss Payee with respect to its interest in the Aircraft;
(vii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines, or spare parts, as the case may be) such insurer shall waive any right of such insurer to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Loss Payee;
(viii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines or spare parts, as the case may be) no Loss Payee shall have any obligation or liability for premiums or other payments, if any, in connection with such insurance; and
(ix) in the event that separate policies are maintained to cover all-risk ground and flight aircraft, hull and war risks and allied perils insurance, include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by the Lessee with respect to all other aircraft in the Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Delivery Date shall be attached to the insurance certificate issued on the Delivery Date.
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Policy Terms. Any policies carried and maintained in accordance with this Section 13.02 and any policies taken out in substitution or replacement for any such policies subject to the terms, conditions and limitations thereof shall:
(i) name or be amended to name the Lessor in its individual capacity and as owner of the Aircraft Aircraft, the Indenture Trustee in its individual capacity and as trustee/mortgagee of the Aircraft, the Owner Participant and each Liquidity Provider as additional insureds (hereinafter in this paragraph (b) sometimes referred to as "Additional Insureds"), and the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee) as an additional insured and as the sole loss payee (hereinafter in this paragraph (b) sometimes referred to as "Loss Payee");
(ii) provide with respect to coverage provided under this Section 13.02, that (i) in the event of a loss involving proceeds in the aggregate in excess of $6,000,000, the proceeds in respect of such loss up to an amount equal to the Stipulated Loss Value for the Aircraft shall be payable to the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee), it being understood and agreed that in the case of any payment to the Lessor (or the Indenture Trustee) otherwise than in respect of an Event of Loss, the Lessor (or the Indenture Trustee) shall, unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing, in the aggregate upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment to the Lessee or its order, and (ii) the entire amount of any loss involving proceeds in the aggregate of $6,000,000 or less or the amount of any proceeds of any loss in excess of the Stipulated Loss Value for the Aircraft shall be paid to the Lessee or its order unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Lessor or the Indenture Trustee (and if the insurers have notice of a Payment Default, a Bankruptcy Default or an Event of Default, such payment shall be made to the Indenture Trustee)order;
(iii) provide that if such insurance is cancelled for any reason or any substantial change is made in the policies which adversely affect affects the scope of the coverage required herein, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to any Additional Insured or the Loss Payee for thirty days (except in the case of war-risk coverage in which event the applicable period shall be seven (7) days or such other period as may be customarycustomary in the aviation insurance industry) after receipt by the each such Additional Insured or Loss Payee of written notice from such insurer of such cancellation, change or lapse;
(iv) provide that, in respect of the interest of the Lessor (in its individual capacity and as the Owner Trustee), the Owner Participant or the Indenture Trustee (in their respective capacities as such) in such policies, policies the insurance shall not be invalidated by any action or inaction of the Lessee Lessee, any sublessee, any transferee, any Additional Insured or the Loss Payee (other than any action or inaction of such Additional Insured or such Loss Payee) and shall insure the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee regardless of any breach or violation of any warranty, declaration or condition contained in such policies or applications therefor by the Lessee Lessee, any sublessee, any transferee or the Loss Payee (any other than any breach or violation of any warranty, declaration or condition by the Loss Payee) Additional Insured as defined under the policy of insurance required under this Section 13.0213.02 (other than such Additional Insured);
(v) provide that the insurers shall waive any rights to be subrogated to the rights of subrogation against the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee to the extent that the Lessee has waived its rights under this Lease or the Participation any other Operative Agreement; provided that the exercise by insurers of rights of subrogation derived from rights retained by the Lessee shall not, in any way, delay payment of any claim that would otherwise be payable by such insurers but for the existence of rights of subrogation derived from rights retained by the Lessee;
(vi) be primary and without rights of contribution from any other insurance which is carried by the Loss Payee with respect to its interest in the Aircraft;
(vii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines, engines or spare parts, as the case may be) such insurer shall waive any right of such insurer to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the any Additional Insured or Loss Payee;
(vii) be primary and without rights of contribution from any other insurance which is carried by any Additional Insured or Loss Payee with respect to its interest in the Aircraft;
(viii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines no Additional Insured or engines or spare parts, as the case may be) no Loss Payee shall have any obligation or liability for premiums or other payments, if any, in connection with such insurance; provided that, the parties hereto understand that in the case of insurance with respect to Engines and spare parts that have been removed from the aircraft and replaced with other engines or spare parts, as the case may be, such insurance may be maintained by other than the Lessee's primary insurer; and
(ix) in the event that separate policies are maintained to cover all-risk ground and flight aircraft, hull and war risks and allied perils insurance, include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by the Lessee with respect to all other aircraft in the Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Delivery Date shall be attached to the insurance certificate issued on the Delivery Date.
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Policy Terms. Any (a) All insurance required by this Article II shall have a term of not less than one year and shall be in the form and amount and with deductibles as, from time to time, shall be reasonably acceptable to Lender, under valid and enforceable policies carried issued by financially responsible insurers either licensed to transact business in the State where the Property is located, or obtained through a duly authorized surplus line insurance agent or otherwise in conformity with the laws of such State, with a rating of not less than the third (3rd) highest rating category by any one of the Rating Agencies or with an A.M. Best Company, Inc. rating of A or higher and maintained a financial size category of not less than X or a rating of at least BBB in accordance with this Section 13.02 the Insurer Solvency Review published by Standard & Poor's. Originals or certified copies of all insurance policies shall be delivered to and any policies taken out in substitution or replacement for any held by Xxxxxx. All such policies subject shall name Lender as an additional insured, shall provide for loss payable to the terms, conditions Lender and limitations thereof shall:
shall contain: (i) name standard "non-contributory mortgagee" endorsement or be amended its equivalent relating, inter alia, to name recovery by Lender notwithstanding (a) the Lessor in its individual capacity and as owner negligent or willful acts or omissions of the Aircraft (orBorrower, so long as the Indenture shall not have been discharged, the Indenture Trustee) as an additional insured and as the sole loss payee (hereinafter in this paragraph (b) sometimes referred to as "Loss Payee");
(ii) provide with respect to coverage provided under this Section 13.02, that (i) in occupancy or use of the event of a loss involving proceeds in Property for purposes more hazardous than those permitted by the aggregate in excess of $6,000,000, the proceeds in respect terms of such loss up policy, (c) any foreclosure or other action taken by Lender pursuant to an amount equal to this Deed of Trust upon the Stipulated Loss Value for the Aircraft shall be payable to the Lessor (or, so long as the Indenture shall not have been discharged, the Indenture Trustee), it being understood and agreed that in the case occurrence of any payment to the Lessor (or the Indenture Trustee) otherwise than in respect of an Event of Loss, the Lessor (or the Indenture Trustee) shall, unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment to the Lessee or its order, and (ii) the entire amount of any loss involving proceeds in the aggregate of $6,000,000 or less or the amount of any proceeds of any loss in excess of the Stipulated Loss Value for the Aircraft shall be paid to the Lessee or its order unless a Payment Default, a Bankruptcy Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Lessor or the Indenture Trustee (and if the insurers have notice of a Payment Default, a Bankruptcy Default or an Event of Default, such payment shall be made to the Indenture Trustee);
or (iiid) provide that if such insurance is cancelled for any reason change in title or any substantial change is made in the policies which adversely affect the scope ownership of the coverage required herein, or if Property; and (ii) a provision that such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse policies shall not be effective as canceled or amended, including, without limitation, any amendment reducing the scope or limits of coverage, or failed to be renewed, without at least thirty (30) days prior written notice to Lender in each instance. With respect to insurance policies which require payment of premiums annually, not less than thirty (30) days prior to the Loss Payee for expiration dates of the insurance policies obtained pursuant to this Deed of Trust, Borrower shall pay such amount, except to the extent provision is actually made therefor pursuant to Section 4.3(b). Not less than thirty (30) days prior to the expiration dates of the insurance policies obtained pursuant to this Deed of Trust, originals or certified copies of renewals of such policies (except or certificates evidencing such renewals), together with evidence satisfactory to Lender of the payment of all premiums by Borrower and not through or by any financing arrangement, shall be delivered by Borrower to Lender. Borrower shall not carry separate insurance, concurrent in kind or form or contributing in the case event of war-risk coverage in which event the applicable period shall be seven (7) days or such other period as may be customary) after receipt by the Loss Payee of written notice from such insurer of such cancellationloss, change or lapse;
(iv) provide that, in respect of the interest of the Lessor (in its individual capacity and as the Owner Trustee), the Owner Participant or the Indenture Trustee (in their respective capacities as such) in such policies, the insurance shall not be invalidated by with any action or inaction of the Lessee or the Loss Payee (other than any action or inaction of such Loss Payee) and shall insure the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant and the Indenture Trustee regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or the Loss Payee (other than any breach or violation of any warranty, declaration or condition by the Loss Payee) as defined under the policy of insurance required under this Section 13.02;Article II. If the limits of any policy required hereunder are reduced or eliminated due to a covered loss, Borrower shall pay the additional premium, if any, in order to have the original limits of insurance reinstated, or Borrower shall purchase new insurance in the same type and amount that existed immediately prior to the loss.
(vb) provide that If Borrower fails to maintain and deliver to Lender the insurers shall waive any rights of subrogation against the Lessor (in its individual capacity policies and as Owner Trustee), the Owner Participant and the Indenture Trustee to the extent that the Lessee has waived its rights under this Lease or the Participation Agreement; provided that the exercise by insurers of rights of subrogation derived from rights retained by the Lessee shall not, in any way, delay payment of any claim that would otherwise be payable by such insurers but for the existence of rights of subrogation derived from rights retained by the Lessee;
(vi) be primary and without rights of contribution from any other insurance which is carried by the Loss Payee with respect to its interest in the Aircraft;
(vii) provide that (except in the case certificates of insurance with respect to Engines required by this Deed of Trust, Lender or Trustee may, at their option, procure such insurance and spare parts that have been removed from the Aircraft and replaced with other Engines or engines, or spare partsBorrower shall pay or, as the case may be) such insurer shall waive any right of such insurer to any set-off , reimburse Lender or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Loss Payee;
(viii) provide that (except in the case of insurance with respect to Engines and spare parts that have been removed from the Aircraft and replaced with other Engines or engines or spare partsTrustee, as the case may be, for, all premiums thereon promptly, upon demand by Lender or Trustee, as the case may be, with interest thereon at the Default Rate from the date paid by Lender or Trustee to the date of repayment and such sum shall constitute a part of the Debt.
(c) no Loss Payee The insurance required by this Deed of Trust may, at the option of Borrower, be effected by blanket and/or umbrella policies issued to Borrower covering the Property and the other properties of Borrower provided that, in each case, the policies otherwise comply with the provisions of this Deed of Trust and allocate to the Property, from time to time, the coverage specified by this Deed of Trust, without possibility of reduction or coinsurance by reason of, or damage to, any other property (real or personal) named therein. If the insurance required by this Deed of Trust shall be effected by any such blanket or umbrella policies, Borrower shall furnish to Lender original policies or certified copies thereof, with schedules attached thereto showing the amount of insurance applicable to the Property provided under such policies.
(d) Neither Lender, Trustee nor their agents or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Deed of Trust; it being understood that (i) Borrower shall look solely to its insurance company for the recovery of such loss or damage, (ii) such insurance company shall have any obligation no rights of subrogation against Lender, Trustee, their agents or liability employees, and (iii) Borrower shall use its best efforts to procure from such insurance company a waiver of subrogation rights against Xxxxxx and Trustee. If, however, such insurance policies do not provide for premiums a waiver of subrogation rights against Lender and Trustee (whether because such a waiver is unavailable or other paymentsotherwise), then Borrower hereby agrees, to the extent permitted by law and to the extent not prohibited by such insurance policies, to waive its rights of recovery, if any, against Lender and Trustee, their agents and employees, whether resulting from any damage to the Property, any liability claim in connection with the Property or otherwise. If any such insurance; and
(ix) in the event that separate policies are maintained to cover all-risk ground insurance policy shall prohibit Borrower from waiving such claims, then Borrower must obtain from such insurance company a waiver of subrogation rights against Lender and flight aircraft, hull and war risks and allied perils insurance, include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by the Lessee with respect to all other aircraft in the Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Delivery Date shall be attached to the insurance certificate issued on the Delivery DateTrustee.
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