Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions: (i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee: (A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be; (B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and (C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine; (ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request; (iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and (iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 7 contracts
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/), Trust Indenture and Mortgage (Continental Airlines Inc /De/), Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, the Owner shall promptly (and in any event within 15 fifteen (15) days after such occurrence) give the Mortgagee Indenture Trustee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five (5) Business Days' ’ prior notice to the MortgageeIndenture Trustee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 one hundred and twenty (120) days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee Indenture Trustee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee Indenture Trustee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the MortgageeIndenture Trustee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the MortgageeIndenture Trustee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee Indenture Trustee to protect the security interests of the Mortgagee Indenture Trustee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee Indenture Trustee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee the Indenture Trustee shall reasonably request;
(iii) promptly after the filing of the Trust Indenture Supplement, the Owner shall have caused to be furnished to Mortgagee the Indenture Trustee an opinion of the Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and the Indenture Trustee addressed to Mortgagee the Indenture Trustee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration (which the Owner shall have caused to be effected) with the International Registry of the sale to the Owner of such Replacement Engine (if occurring after February 28, 2006) and the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine; and
(iv) the Owner shall have furnished to Mortgagee the Indenture Trustee a certificate of a qualified aircraft engineer (who may be an employee of the Owner) or an independent appraiser certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee Indenture Trustee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee Indenture Trustee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 7 contracts
Samples: Trust Indenture and Security Agreement, Trust Indenture and Security Agreement (Us Airways Inc), Trust Indenture and Security Agreement (Us Airways Inc)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect Subject to the Airframe has not occurredterms and conditions of this Section 4.4(e), Owner shall promptly (and in any event within 15 days after such occurrenceA) give the Mortgagee written notice of such Event of Loss. The Owner Borrower shall have the right at its option at any time, on at least 5 Business Days' ten (10) days’ prior written notice to the MortgageeSecurity Agent, to substitutesubstitute for any Engine, and (B) if an Event of Loss shall have occurred with respect to an Engine occurs under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Borrower shall within 60 90 days of the occurrence of such Event of Loss substitutesubstitute for any Engine, a Replacement Engine for any Engine, free and clear of Liens (other than Permitted Liens not of record). In such event, immediately upon the effectiveness of such substitution in accordance with this Section 4.4(e) and without further act, (i1) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee Security Agent and the Lien of this Trust Indenture Mortgage and shall no longer be deemed an Engine hereunder and hereunder, (ii2) such Replacement Engine shall become subject to this Trust Indenture Mortgage and be deemed part of the Aircraft for all purposes hereof to the same extent as was the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be being replaced thereby, or an improved modelmodel (but in any event the same model as the other Engine then subject to this Mortgage), and that is suitable for installation and use on the AirframeAirframe with the other Engine, and that has a value, utility utility, and remaining useful life (without regard to hours and and/or cycles remaining until since last overhaul) at least equal to the Engine to be being replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture)Mortgage and was in the condition required hereunder) and that such Replacement Engine shall not have more hours or cycles since new (whichever is applicable) than the Airframe and the Life Limited Parts installed thereon do not have on average a higher collective number of cycles since new than the Life Limited Parts of the Engine being replaced and (3) has all necessary Aircraft Documents required by and maintained in conformity with the applicable regulations of the FAA or other Aviation Authority then having jurisdiction over the Aircraft. The Owner's right to make a replacement hereunder In connection with any such substitution, Borrower shall be subject required to the fulfillment (which may be simultaneous with such replacement) of fulfill the following conditions precedent at the Owner's Borrower’s sole cost and expense, and the Mortgagee agrees to Security Agent shall cooperate reasonably with the Owner to the extent necessary Borrower to enable it Borrower timely to timely satisfy such conditions:
(i1) an executed counterpart of each of the following documents shall be delivered to the MortgageeSecurity Agent:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 6 contracts
Samples: Loan Agreement (Airtran Holdings Inc), Loan Agreement (Airtran Holdings Inc), Loan Agreement (Airtran Holdings Inc)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer or another manufacturer that is the same model as the Engine to be replaced thereby, or an a comparable or improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaulcycles) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration (which Owner shall have caused to be effected) with the International Registry of the sale to Owner of such Replacement Engine (if occurring after February 28, 2006) and the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaulcycles) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 4 contracts
Samples: Note Purchase Agreement (United Airlines, Inc.), Note Purchase Agreement (United Airlines, Inc.), Note Purchase Agreement (United Airlines, Inc.)
Substitution of Engines. Upon So long as no Specified Default shall have occurred and be continuing, the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly Lessee (and in any event within 15 days after such occurrenceor a Permitted Sublessee) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days30 days' prior notice to the MortgageeLessor and the Owner Participant, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe has not occurredAirframe, shall within 60 90 days of the occurrence of such Event of Loss and on at least five days' prior notice to the Lessor substitute, a Replacement Engine for any EngineEngine not then installed or held for use on the Airframe. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) title to the Replacement Engine shall thereupon vest in the Lessor free and clear of all Liens (other than Permitted Liens), (ii) title to the replaced Engine shall thereupon be vest in the Lessee (or its designee), in "as-is, where-is" condition, free and clear of all rights of the Mortgagee Lessor and the Lien of this Trust Indenture any Lessor's Liens and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to this Trust Indenture Lease and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe. Upon the substitution of a Replacement Engine, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent shall be satisfied at the OwnerLessee's sole cost and expense, expense and the Mortgagee agrees parties agree to cooperate with the Owner Lessee to the extent necessary to enable it to timely satisfy such conditions:
(i) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of each of the following documents shall be delivered to the MortgageeLessor and the Owner Participant:
(A) a Trust Indenture Lease Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to with the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may beFAA;
(B) a full warranty xxxx bill of sale (as to title), in form and substance satxxxxctory to the Lessor and the Owner Participant, covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); andLessor;
(C) UCC precautionary" Uniform Commercial Code financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee Owner Participant to protect the security ownership interests of the Mortgagee Owner Trustee in the Replacement Engine;
(D) an Officer's Certificate of the Lessee certifying that (i) in the case of a voluntary replacement only, no Specified Default shall have occurred and be continuing and (ii) (x) in the case of a voluntary replacement, the Replacement Engine has at least the same number of hours or cycles (whichever is applicable) of operation on such Replacement Engine remaining until the next scheduled life limited part replacement as the Engine it replaces, assuming such Engine had been maintained in the condition required hereunder; or (y) in the case of a mandatory replacement, the Lessee has not discriminated in its selection of the Replacement Engine (based on the leased status of the Aircraft);
(E) an opinion of qualified FAA counsel as to the due recordation of the Lease Supplement and all other documents or instruments the recordation of which is necessary to perfect and protect the rights of the Lessor in the Replacement Engine;
(F) to the extent that an engine warranty in respect of such Replacement Engine is available to the Lessee, an engine warranty assignment covering such Replacement Engine and a consent to such engine warranty assignment, in substantially the form of the Engine Warranty Assignment and Consent or otherwise in such form and substance satisfactory to the Lessor and the Owner Participant; and
(G) evidence that the insurance requirements of Section 9 with respect to an Engine are satisfied and that the insurance covering such Replacement Engine shall be of the type usually carried by the Lessee (or, in the case of a voluntary replacement, such Permitted Sublessee) with respect to similar engines, and covering risks of the kind customarily insured against by the Lessee (or, in the case of a voluntary replacement, such Permitted Sublessee);
(ii) the Owner Lessee shall furnish (or cause to be delivered furnished to) the Lessor and the Owner Participant with an opinion, reasonably satisfactory in form and substance to the Mortgagee an opinion Lessor and the Owner Participant, of counsel the Lessee's counsel, which may be the Lessee's General Counsel or Associate General Counsel, to the effect that (x) such bills of sale or other documents reasonably requested by the Lien of this Trust Indenture continues Lessor or the Owner Participant are sufficient to be in full force and effect with respect convey title to such Replacement Engine to the Replacement Engine and such evidence of compliance with Lessor and, (y) the insurance provisions Lessor is entitled to the benefits of Section 4.06 1110 with respect to such Replacement Engine to the same extent as Mortgagee shall reasonably request;with respect to the replaced Engine immediately preceding such replacement; and
(iii) either (x) the Owner Participant shall have furnished to Mortgagee received an opinion of Owner's aviation law independent tax counsel (selected by the Owner Participant and reasonably acceptable to the Lessee), reasonably satisfactory to Mortgagee and addressed to Mortgagee as the Owner Participant, to the due filing for recordation effect that there shall be no risk of adverse tax consequences resulting from such replacement (and the Trust Indenture Supplement with Owner Participant shall use its best efforts to cause a timely opinion to be delivered) or (y) the Lessee shall have provided, or caused to be provided, an indemnity in respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States any adverse tax consequences reasonably satisfactory (or, in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(ivof any voluntary substitution, satisfactory) in form and substance to the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture)Participant. Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall Lessor shall, at the expense of the Lessee, execute and deliver to the Owner Lessee such bills of sale and other documents and instruments, prepared at the Owner's expense, instruments as the Owner Lessee shall reasonably request to evidence the release transfer to the Lessee and vesting of such all right, title and interest in and to the replaced Engine from in the Lien Lessee, in "as-is, where-is" condition, free and clear of this Trust Indentureall right, title and interest of the Lessor and any Lessor's Liens; (y) the Mortgagee shall Lessor shall, at the request and expense of the Lessee, assign to the Owner Lessee all claims it may have against any other Person relating to any an Event of Loss giving rise to such substitution (other than those in respect of insurance maintained by the Owner Participant pursuant to Section 9(f)) and (z) the Owner Lessee shall be entitled to receive all insurance proceeds (other than those reserved to others under Section 4.06(b)9(f) hereof) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(dSections 9(e)(i) and 8(e)(ii).
Appears in 3 contracts
Samples: Lease Agreement (Republic Airways Holdings Inc), Lease Agreement (Republic Airways Holdings Inc), Lease Agreement (Republic Airways Holdings Inc)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration (which Owner shall have caused to be effected) with the International Registry of the sale to Owner of such Replacement Engine (if occurring after February 28, 2006) and the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 3 contracts
Samples: Note Purchase Agreement (United Airlines, Inc.), Note Purchase Agreement (United Airlines, Inc.), Note Purchase Agreement (United Airlines, Inc.)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five (5) Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 120 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture free and clear of all Liens (other than Permitted Liens) and be deemed part of the Aircraft an “Engine” for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to to, and be in as good operating condition and repair as, the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement ’s substitution hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Replacement Engine is a part is registered in accordance with Section 4.02(e4.02(d), as the case may be;
(B) a full warranty xxxx of sale (as to title)) xxxx of sale , covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements and registrations with the International Registry covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e4.02(d), as the case may be, and the registration with the International Registry of (i) the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine and (ii) if the xxxx of sale referred to in clause (i)(B) above constitutes “contract of sale” under the Cape Town Convention, such contract of sale with respect to such Replacement Engine; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and other proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in accordance with Section 4.05(d)) hereof.
Appears in 3 contracts
Samples: Trust Indenture and Mortgage (Ual Corp /De/), Trust Indenture and Mortgage (United Air Lines Inc), Trust Indenture and Mortgage (United Air Lines Inc)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect Subject to the Airframe has not occurredterms and conditions of this Section 4.4(e), Owner shall promptly (and in any event within 15 days after such occurrenceA) give the Mortgagee written notice of such Event of Loss. The Owner Borrower shall have the right at its option at any timetime for operational or fleet management purposes and so long as no Special Default or Event of Default shall exist, on at least 5 five (5) Business Days' ’ prior notice to the Mortgagee, to substitutesubstitute for any Engine, and (B) if an Event of Loss shall have occurred with respect to an Engine occurs under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Borrower shall within 60 90 days of the occurrence of such Event of Loss substitutesubstitute for such Engine, a Replacement Engine for any Engine, free and clear of Liens (other than Permitted Liens not of record). In such event, immediately upon the effectiveness of such substitution and without further act, (i1) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture Mortgage and shall no longer be deemed an Engine hereunder hereunder, and (ii2) such Replacement Engine shall become subject to this Trust Indenture Mortgage and be deemed part of the Aircraft for all purposes hereof to the same extent as was the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that was placed into service after October 22, 1994 and that is the same model as the Engine to be being replaced thereby, or an improved modelmodel (but in any event the same model as the other Engine then subject to this Mortgage), and that is suitable for installation and use on the Airframe, and that has a value, utility utility, and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal similar to the Engine to be being replaced thereby (assuming that such Engine had been maintained in accordance with this Trust IndentureMortgage and was in the condition required hereunder). The Owner's right to make a replacement hereunder In connection with any such substitution, Borrower shall be subject required to the fulfillment (which may be simultaneous with such replacement) of fulfill the following conditions precedent at the Owner's Borrower’s sole cost and expense, and the Mortgagee agrees to shall cooperate reasonably with the Owner to the extent necessary Borrower to enable it Borrower timely to timely satisfy such conditions:
(i1) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 2 contracts
Samples: Loan Agreement (Airtran Holdings Inc), Loan Agreement (Airtran Holdings Inc)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx bxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 2 contracts
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/), Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Substitution of Engines. (a) Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe has not occurredAirframe, Owner Lessee (x) shall promptly as soon as possible (and and, in any event event, within 15 days ten (10) Business Days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss) provide written notice to Lessor and Beneficiary of such Event of Loss substituteand (y) shall as soon as possible (and, in any event, within ninety (90) days after the occurrence of such Event of Loss) convey to Lessor, as replacement for the Engine suffering such Event of Loss, title to a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust IndentureSection 12.02(a). The Owner's right to make a replacement hereunder shall be subject to the fulfillment , free of all Liens (which may be simultaneous with such replacementexcept Liens permitted by clauses (i ), (ii ), (iii ) and (v ) of the following conditions precedent definition of Permitted Liens). Prior to or at the Owner's sole cost and time of any such transfer, Lessee, at its own expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:will promptly
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance furnish Lessor with Section 4.02(e), as the case may be;
(B) a full warranty xxxx bill of sale (as to titleexcluding Liens permitted by clauses (i), covering the Replacement Engine(ii), executed by the former owner thereof in favor (xxx) and (v) of the Owner (ordefinition of Permitted Liens) of that is, at the Owner's optionby its terms, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created governed by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction State of New York and otherwise in which form and substance reasonably satisfactory to Lessor with respect to such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause execute and deliver a supplement hereto, in form and substance reasonably satisfactory to be delivered Lessor, subjecting such Replacement Engine to the Mortgagee an opinion this Lease;
(iii) furnish Lessor with such evidence of counsel title to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the such Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 Article XI with respect to such Replacement Engine as Mortgagee shall Lessor may reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) furnish Lessor with such documents as Lessor may reasonably request in connection with the Owner shall have furnished completion of the transactions contemplated by this Section 12.02, in each case in form and substance reasonably satisfactory to Mortgagee Lessor. Upon full compliance by Lessee with the terms of this Section 12.02, Lessor will transfer to Lessee "AS IS, WHERE IS" and without recourse or warranty, except a certificate warranty as to the absence of a qualified aircraft engineer (who may be an employee Liens arising by or through Lessor, such right, title and interest in the Engine that suffered the Event of Owner) certifying that Loss as Lessor received on the Delivery Date. For all purposes hereof, each such Replacement Engine has a value shall be deemed part of the property leased hereunder, shall be deemed an "Engine" as defined herein. No Event of Loss covered by this Section 12.02 shall result in any reduction in Rent.
(b) In connection with the return of the Aircraft pursuant to Section 18.03 or at any time during the Term, so long as no Specified Default shall have occurred and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) be continuing, on at least equal thirty (30) days prior written notice to Lessor, the Lessee may elect to replace an Engine so replaced (assuming that such on the Airframe with a Replacement Engine had been maintained in accordance with this Trust IndentureSection 12.02. In such event, Lessee shall convey to Lessor, as replacement for the Engine suffering such deemed Event of Loss, title to a Replacement Engine in accordance with the provisions of Section 12.02(a). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).42
Appears in 2 contracts
Samples: Aircraft Lease Agreement (Republic Airways Holdings Inc), Aircraft Lease Agreement (Republic Airways Holdings Inc)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration with the International Registry of the sale to Owner of such Replacement Engine (if occurring after February 28, 2006) and the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 2 contracts
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/), Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any timetime while a Default or Event of Default shall not have occurred and be continuing (or otherwise with the written consent of the Mortgagee), on at least 5 ten Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 90 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture free and clear of all Liens (other than Permitted Liens) and be deemed part of the Aircraft an “Engine” for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on model of such engine of the Airframemanufacturer thereof, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaulthe next regular maintenance check) at least equal to to, and be in as good operating condition and repair as, the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement ’s substitution hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
: the following documents shall have been duly authorized, executed and delivered (iand filed, if applicable) by the respective party or parties thereto, and an executed counterpart of each of the following documents shall be have been delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Replacement Engine is a part is registered in accordance with Section 4.02(e4.02(d), as the case may be;
(B) a full warranty xxxx of sale (as to title), ) xxxx of sale covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and;
(C) UCC appropriate instruments assigning to the Mortgagee the benefits, if any, of all manufacturer’s and vendor’s warranties generally available and permitted to be assigned by the Owner with respect to such Replacement Engine;
(D) Uniform Commercial Code financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which the Aircraft of which such Aircraft Replacement Engine is a part may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(iiE) a certificate signed by a duly authorized officer of the Owner shall cause to be delivered or by a qualified aircraft engineer or appraiser reasonably acceptable to the Mortgagee an opinion certifying that such Replacement Engine is of counsel the same as or improved model of the replaced Engine and has a value and utility (without regard to hours and cycles) at least equal to the effect that Engine so replaced assuming such Engine was in the Lien of this Trust Indenture continues to be in full force condition and effect with respect repair required by the terms hereof immediately prior to the Replacement Engine and occurrence of such Event of Loss;
(F) such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as the Mortgagee shall may reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(ivG) an opinion of in-house counsel to the Owner shall have furnished or other counsel satisfactory to Mortgagee a certificate the Mortgagee, addressed to the Mortgagee, stating that the Replacement Engine has been validly subjected to the Lien of a qualified aircraft engineer (who may be an employee of Owner) certifying that this Trust Indenture, the instruments subjecting such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with Lien of this Trust Indenture)Indenture have been duly filed for recordation pursuant to the Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the Lien of this Trust Indenture on such Replacement Engine. Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (and other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in accordance with Section 4.05(d)) hereof.
Appears in 2 contracts
Samples: Trust Indenture and Mortgage (Jetblue Airways Corp), Trust Indenture and Mortgage (Jetblue Airways Corp)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrencei) give the Mortgagee written notice of such Event of Loss. The Owner Lessee shall have the right at its option at any time, so long as no Event of Default shall have occurred and be continuing, on at least 5 Business Days' 30 days’ prior notice to the MortgageeLessor, to substituteterminate this Lease with respect to any Engine by substituting a Replacement Engine for such Engine (it being understood that the Return Conditions shall apply, and in lieu of this Section 8(d), to any substitutions that occur pursuant to Section I of Annex B). In addition, if an Event of Loss shall have occurred or shall have been deemed to have occurred pursuant to Section 7(b) or Section 10(d) with respect to an Engine under circumstances in which (other than an Event of Loss with respect to that also includes the Airframe has not occurredAirframe, in which event Section 10(a) shall apply), Lessee shall within 60 days of the occurrence of such Event of Loss substitute, and on at least five days’ prior notice to Lessor substitute a Replacement Engine for such Engine (any Engine. In such event, immediately upon Engine suffering such Event of Loss or being substituted pursuant to the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien first sentence of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) paragraph, a “Replaced Engine”). Any such Replacement Engine shall become subject to this Trust Indenture will have value and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to (but in any event without regard to the number of hours or cycles) the Replaced Engine to be replaced thereby (assuming that such Replaced Engine had been maintained in accordance with was of the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss); provided that, if any Replacement Engine is being substituted for a Replaced Engine pursuant to the first sentence of this Trust Indentureparagraph, any such Replacement Engine will have value and utility at least equal to (taking into account the number of hours or cycles since new or overhaul, whichever is more recent) the Replaced Engine (assuming that such Replaced Engine was of the condition and repair required by the terms hereof immediately prior to such substitution). The Owner's right No Event of Loss with respect to make a replacement hereunder an Engine shall be subject result in any reduction in Basic Rent.
(ii) Prior to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent or at the Owner's sole cost and expensetime of any such substitution, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the MortgageeLessee shall:
(A) furnish Lessor with a Trust Indenture Supplement covering the warranty (as to title) xxxx of sale (which warranty shall except Permitted Liens) with respect to such Replacement Engine, which in the case of any such conveyance to which the Cape Town Treaty is applicable shall have been be in such form as will qualify as a “contract of sale” pursuant to Article V of the Aircraft Protocol;
(B) if the seller of such Replacement Engine is “situated in” a country that has ratified the Cape Town Treaty, cause the sale of such Replacement Engine to Lessor to be registered on the International Registry as a Sale (or, if the seller of such Replacement Engine is not situated in a country that has ratified the Cape Town Treaty, use reasonable efforts to cause the seller to register the sale of such Replacement Engine on the International Registry);
(C) cause a Lease Supplement substantially in the form of Exhibit A, subjecting such Replacement Engine to this Lease, and duly executed by Lessee, to be delivered to Lessor for execution (and Lessor shall promptly execute such Lease Supplement) and, upon such execution, to be filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (Transportation Code or, at the Owner's optionif necessary, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the applicable laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e)registered, as the case may be;
(D) cause the International Interest created pursuant to the Lease Supplement in favor of Lessor with respect to such Replacement Engine to be registered on the International Registry as an International Interest;
(E) furnish Lessor with such evidence of compliance with the insurance provisions of Section 11 with respect to such Replacement Engine as Lessor may reasonably request; and
(ivF) (x) if such Replacement Engine is being substituted for a Replaced Engine pursuant to the Owner shall have furnished to Mortgagee first sentence of Section 8(d)(i), furnish Lessor with a certificate of a qualified an aircraft engineer or appraiser (who may be an employee of OwnerLessee) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to taking into account the number of hours and or cycles remaining until since new or overhaul, whichever is more recent) at least equal to to, and is in as good operating condition as, the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof; and (assuming y) if such Replacement Engine is being substituted for a Replaced Engine pursuant to the second sentence of Section 8(d)(i), furnish Lessor with a certificate of an aircraft engineer or appraiser (who may be an employee of Lessee) certifying that such Replacement Engine had been maintained has a value and utility (but in any event without regard to the number of hours or cycles) at least equal to, and is in as good operating condition as, the Engine so replaced assuming such Engine was in the condition and repair required by the terms hereof. Promptly following the recordation of the Lease Supplement covering such Replacement Engine pursuant to the Transportation Code (or pursuant to the applicable laws of the jurisdiction in which the Aircraft is registered) described in clause (C) and the registrations on the International Registry described in clauses (B) and (D), Lessee will cause to be delivered to Lessor an opinion of Aviation Counsel as to such recordation and registration.
(iii) Upon full compliance by Lessee with the terms of subsection (ii), Lessor will transfer to Lessee or its designee the Replaced Engine in accordance with this Trust IndentureSection 4(g). Upon satisfaction For all purposes hereof, each Replacement Engine shall, after delivery of all conditions the warranty (as to title) xxxx of sale with respect to such substitutionReplacement Engine to Lessor, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price be deemed part of the Replacement property leased hereunder, and be deemed an “Engine” as defined herein, and such Replaced Engine as provided in Section 4.05(d)shall cease to be an Engine leased hereunder.
Appears in 2 contracts
Samples: Purchase Agreement (American Airlines, Inc.), A320 Family Aircraft Purchase Agreement (Amr Corp)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an any Engine under circumstances in which an such Event of Loss has not occurred with respect to the Airframe has not occurredassociated Airframe, Owner the Company shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee Collateral Agent written notice of such Event of Loss. The Owner Whether or not an Event of Loss with respect to any Engine has occurred, the Company shall have the right at its option at any timetime so long as no Event of Default is continuing, on at least 5 five Business Days' ’ prior notice to the MortgageeCollateral Agent, to substitute, and if an Event of Loss shall have occurred with respect to an any Engine under circumstances in which an Event of Loss has not occurred with respect to the Airframe has not occurredassociated Airframe, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee Collateral Agent and the Lien of this Trust Indenture the Mortgage and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to the Mortgage and this Trust Indenture and be deemed part of the Aircraft Agreement for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine (i) shall be an engine manufactured by the Engine Manufacturer that is of the Engine being replaced, (ii) shall be of the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframeassociated Airframe and is compatible with the other Engine, and that has (iii) shall have a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaulcycles) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture)Agreement) and (iv) at the time of substitution, shall be free and clear of all Liens except Permitted Liens. The Owner's Company’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's Company’s sole cost and expense, and the Mortgagee Collateral Agent agrees to cooperate with the Owner Company to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart (or, in the case of subclause (B) below, a photocopy) of each of the following documents shall be delivered to the MortgageeCollateral Agent:
(A) a Trust Indenture the Mortgage Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft aircraft of which such Engine is a part is registered in accordance with Section 4.02(e)registered, as the case may be;
(B) a full warranty xxxx of sale (as to title)) xxxx of sale, covering the Replacement Engine, executed by the former owner thereof in favor of the Owner Company (or, at the Owner's Company’s option, other evidence of the Owner's Company’s ownership of such Replacement Engine, reasonably satisfactory to the MortgageeCollateral Agent); and
(C) UCC financing statements covering the security interests created by this Trust Indenture the Mortgage (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which the aircraft of which such Aircraft may be Engine is a part is registered) as are deemed necessary or desirable by counsel for the Mortgagee Collateral Agent to protect the security interests of the Mortgagee Collateral Agent in the Replacement Engine;
(ii) the Owner Company shall cause to be delivered have furnished to the Mortgagee Collateral Agent and the Banks an opinion of counsel from counsel reasonably satisfactory to the Collateral Agent to the effect that the Lien of this Trust Indenture continues to be the Mortgage is in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 3.06 with respect to such Replacement Engine as Mortgagee the Collateral Agent shall reasonably request;
(iii) the Owner Company shall have furnished to Mortgagee the Collateral Agent an opinion of Owner's the Company’s aviation law counsel reasonably satisfactory to Mortgagee the Collateral Agent and addressed to Mortgagee the Collateral Agent and the Banks as to to, the due filing for recordation of the Trust Indenture Mortgage Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft aircraft of which such Engine is registered in accordance with Section 4.02(e)a part is registered, as the case may be, and the registrations with the International Registry of (i) the International Interest constituted by such Mortgage Supplement with respect to such Replacement Engine and (ii) if the xxxx of sale referred to in clause (i)(B) above constitutes a “contract of sale” under the Cape Town Treaty, such contract of sale with respect to such Replacement Engine; and
(iv) the Owner Company shall have furnished to Mortgagee the Collateral Agent a certificate of a qualified aircraft engineer (who may be an employee of Ownerthe Company) or an ISTAT-qualified independent appraiser certifying that such Replacement Engine has a value and value, utility and remaining useful life (without regard to hours and cycles remaining until overhaulcycles) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust IndentureAgreement). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall Collateral Agent shall, at the cost and expense of the Company, execute and deliver to the Owner Company such documents and instruments, prepared by the Company at the Owner's Company’s expense, as the Owner Company shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenturethe Mortgage and procure the discharge of the International Interest granted under the Mortgage in the replaced Engine, (y) the Mortgagee Collateral Agent shall assign to the Owner Company all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution substitution, if applicable, and (z) the Owner Company shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b3.06(b) or those subject to Section 3.05(f)) and and, subject to Section 3.05(f), proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d3.05(d).
Appears in 2 contracts
Samples: Revolving Credit Facility Agreement (Southwest Airlines Co), 364 Day Credit Agreement (Southwest Airlines Co)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the related Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the related Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture Mortgage and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture Mortgage and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by the Engine Manufacturer manufacturer or another manufacturer that is the same model as the Engine to be replaced thereby, or an a comparable or improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaulcycles, in the case of (x) a replacement in relation to an Event of Loss or (y) a Replacement Engine that is subject to an Engine Maintenance Agreement that complies with the requirement(s) set forth in Section 2.02(d)(2) and under which payment of reserves by or on behalf of the Owner is current, and otherwise taking into account such hours and cycles) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust IndentureMortgage). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Mortgage Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e2.02(e), as the case may be;
(B) a full warranty xxxx bill of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture Mortgage (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee (acting at the direction of the Lead Lenders) to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture Mortgage continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 2.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Mortgage Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e2.02(e), as the case may be, and the registration (which Owner shall have caused to be effected) with the International Registry of the sale to Owner of such Replacement Engine (if occurring after February 28, 2006) and the International Interest granted under such Mortgage Supplement with respect to such Replacement Engine; and
(iv) the Owner shall have furnished to Mortgagee (x) with respect to any Replacement Engine that is (i) not subject to an Engine Maintenance Agreement that complies with the requirement(s) set forth in Section 2.02(d)(2) and under which payment of reserves by or on behalf of the Owner is current and (ii) replacing an Engine that has not suffered an Event of Loss, an Appraisal that the engine to be substituted has a maintenance-adjusted current market value at least equal to the maintenance-adjusted current market value of the engine being replaced, dated as of a date within the 60-day period prior to the substitution or (y) with respect to any other Replacement Engine, a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaulcycles, if applicable) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust IndentureMortgage). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust IndentureMortgage, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b2.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d2.05(d).
Appears in 2 contracts
Samples: Aircraft Mortgage and Security Agreement (Wheels Up Experience Inc.), Aircraft Mortgage and Security Agreement (Wheels Up Experience Inc.)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner Company shall have the right at its option at any time, on at least 5 Business Days' twenty (20) days’ prior written notice to the MortgageeCollateral Agent, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which (not involving an Event of Loss with respect to the Airframe has not occurredto which such Engine is attached with respect to which the Company reduces the Total Revolving Commitments as required by Section 7.5(a)(iii) of the Credit Agreement or makes the substitution permitted by Section 3.5(a) hereof), shall within 60 thirty (30) days of after the occurrence of such Event of Loss substitute, a Replacement Engine for any Engineof the same make and model. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture Collateral Agent and shall no longer be deemed an Engine hereunder hereunder, and (ii) such Replacement Engine shall become subject to the Lien of this Trust Indenture Mortgage, free and clear of all Liens except Permitted Liens, and be deemed part of the relevant Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's Company’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's Company’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) The following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto and shall be in full force and effect, and an executed counterpart of each of the following documents shall be have been delivered to the Mortgagee:Collateral Agent (except that any financing statements under the UCC shall only be executed if so required by the UCC):
(A) a Trust Indenture Mortgage Supplement covering the Replacement Engine, which shall have been duly Engine (filed for recordation recording pursuant to the Act Federal Aviation Act, or such the applicable laws, rules and regulations of any other applicable law of the jurisdiction other than the United States in which the relevant Aircraft of which such Engine is a part is may then be registered in accordance with Section 4.02(eas permitted hereby), as the case may be;
(B) an Officer’s Certificate of the Company stating (i) that the Replacement Engine is of at least equal value, utility and remaining useful life as the Engine it replaces assuming such Engine had been maintained in the condition required hereunder and (ii) each of the conditions specified in this paragraph (e) with respect to such Replacement Engine, and any comparable provisions of any Lease permitted hereby to which such Engine is subject, have been satisfied;
(C) such UCC financing statements covering the Lien created by this Mortgage as deemed necessary or desirable by counsel for the Collateral Agent to protect the security interests of the Collateral Agent in the Replacement Engine; and
(D) a full warranty xxxx certificate, reasonably acceptable to the Collateral Agent in form and substance, of sale an aircraft engineer or qualified independent aircraft appraiser certifying, with respect to such Replacement Engine, to the effect specified in Section 3.4(e)(i)(B) hereof;
(ii) Upon request by the Collateral Agent, the Company shall furnish the Collateral Agent with (A) an opinion addressed to the Collateral Agent, reasonably satisfactory in form and substance to the Collateral Agent, of the Company’s counsel, which may be the Company’s General Counsel or an Associate General Counsel, to the effect that such documents reasonably requested by the Collateral Agent are sufficient to cause such Replacement Engine to be subject to the Lien of this Mortgage, (B) upon recordation, an opinion of qualified FAA counsel, or if applicable, qualified counsel in the jurisdiction of the relevant Aircraft’s registration addressed to the Collateral Agent, in either case satisfactory in form and substance to the Collateral Agent as to title), covering the due recordation of the Mortgage Supplement as a first priority Lien on the Replacement Engine, executed by the former owner thereof in favor registration of the Owner ownership of the Replacement Engine and the freedom from Liens of record (orexcept Permitted Liens), at and (C) such evidence of compliance with the Owner's option, insurance provisions of Section 3.6(b) hereof with respect to such Replacement Engine as the Collateral Agent may reasonably request; and
(iii) The Company shall have delivered to the Collateral Agent (A) a copy of the xxxx of sale respecting such Replacement Engine or other evidence of the Owner's Company’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
Collateral Agent and (CB) UCC financing statements covering appropriate instruments assigning to the security interests created by this Trust Indenture (or any similar statements or other documents required Collateral Agent the benefits, if any, of all manufacturer’s and vendor’s warranties generally available and permitted to be filed or delivered pursuant to assigned by the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 Company with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture)Engine. Upon satisfaction of all conditions to such substitution, (x) the Mortgagee Collateral Agent shall execute and deliver to the Owner Company such documents and instruments, prepared at the Owner's Company’s expense, as the Owner Company shall reasonably request request, to evidence the release of such replaced Engine from the Lien of this Trust Indenture, Mortgage; (y) the Mortgagee Collateral Agent shall assign to the Owner Company all claims it may have against any other Person relating to any an Event of Loss of such replaced Engine giving rise to such substitution substitution; and (z) the Owner Company shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss of such replaced Engine giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(dSections 3.6(b)(I), second paragraph, and 3.5(d)(ii) hereof.
Appears in 2 contracts
Samples: Aircraft Mortgage and Security Agreement (Northwest Airlines Corp), Aircraft Mortgage and Security Agreement (Northwest Airlines Corp)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to (I) an Engine under circumstances in which an Event of Loss with respect to the an Airframe has not occurredoccurred or (II) a Spare Engine, Owner the Company shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee Collateral Agent written notice of such Event of Loss. The Owner Company shall have the right at its option at any time, on at least 5 five (5) Business Days' ’ prior notice to the MortgageeCollateral Agent, to substitute, and if an Event of Loss shall have occurred with respect to (I) an Engine under circumstances in which an Event of Loss with respect to the an Airframe has not occurredoccurred or (II) a Spare Engine, shall shall, but subject to Section 2.15 of the Indenture, within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine or Spare Engine, as the case may be. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine or Spare Engine, as the case may be, shall thereupon be free and clear of all rights of the Mortgagee Collateral Agent and the Lien of this Trust Indenture C Mortgage and shall no longer be deemed an Engine or Spare Engine, as the case may be, hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture C Mortgage free and clear of all Liens (other than Permitted Liens) and be deemed part of an “Engine” or “Spare Engine” as the Aircraft case may be, for all purposes hereof to the same extent as the replaced Engine or Spare Engine, as the case may be. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine Engine, or Spare Engine, as the case may be, to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframerelevant Airframe (in the case of an Engine), and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to to, and be in as good operating condition and repair as, the Engine Engine, or Spare Engine, as the case may be, to be replaced thereby (assuming that such Engine or Spare Engine had been maintained in accordance with this Trust IndentureC Mortgage). The Owner's right to make a replacement Company’s substitution hereunder shall be subject to (x) the satisfaction of each of the requirements set forth in Section 4.11 of the Indenture, including, without limitation, each requirement for a Replacement Engine to be Collateral and each of the requirements of Section 4.11(a)(v) and (y) the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's Company’s sole cost and expense, and the Mortgagee Collateral Agent agrees to cooperate with the Owner Company to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the MortgageeCollateral Agent:
(A) a Trust Indenture C Mortgage Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Replacement Engine is a part is registered in accordance with Section 4.02(e3.02(d), as the case may be;
(B) a full warranty xxxx of sale (as to title)) xxxx of sale , covering the Replacement Engine, executed by the former owner thereof in favor of the Owner Company (or, at the Owner's Company’s option, other evidence of the Owner's Company’s ownership of such Replacement Engine, reasonably satisfactory to the MortgageeCollateral Agent); and
(C) UCC financing statements and registrations with the International Registry covering the security interests created by this Trust Indenture C Mortgage (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee Collateral Agent to protect the security interests of the Mortgagee Collateral Agent in the Replacement Engine;
(ii) the Owner Company shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and Collateral Agent such evidence of compliance with the insurance provisions of Section 4.06 3.06 with respect to such Replacement Engine as Mortgagee Collateral Agent shall reasonably request;
(iii) the Owner Company shall have furnished to Mortgagee Collateral Agent (A) an opinion of Owner's counsel to the Company, or other counsel satisfactory to the Collateral Agent, addressed to the Collateral Agent, to the effect that the Replacement Engine has or have duly been made subject to the Lien of this C Mortgage, and Collateral Agent will be entitled to the benefits of Section 1110 with respect to the Replacement Engine provided that such opinion with respect to Section 1110 need not be delivered to the extent that immediately prior to such replacement the benefits of Section 1110 were not, solely by reason of a change in law or court interpretation thereof, available to Collateral Agent, and (B) an opinion of Company’s aviation law counsel reasonably satisfactory to Mortgagee Collateral Agent and addressed to Mortgagee Collateral Agent as to the due filing for recordation of the Trust Indenture C Mortgage Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the such Aircraft is registered in accordance with Section 4.02(e3.02(d), as the case may be, and the registration with the International Registry of (i) the International Interest granted under such C Mortgage Supplement with respect to such Replacement Engine and (ii) if the xxxx of sale referred to in clause (i)(B) above constitutes “contract of sale” under the Cape Town Convention, such contract of sale with respect to such Replacement Engine; and
(iv) the Owner Company shall have furnished to Mortgagee Collateral Agent a certificate of a qualified aircraft engineer (who may be an employee of Ownerthe Company) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine or Spare Engine, as the case may be, had been maintained in accordance with this Trust IndentureC Mortgage). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee Collateral Agent shall execute and deliver to the Owner Company such documents and instruments, prepared at the Owner's Company’s expense, as the Owner Company shall reasonably request to evidence the release of such replaced Engine or Spare Engine, as the case may be, from the Lien of this Trust IndentureC Mortgage, (y) the Mortgagee Collateral Agent shall assign to the Owner Company all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner Company shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b3.06(b)) and other proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in accordance with Section 4.05(d)3.05(d) hereof.
Appears in 2 contracts
Samples: Mortgage and Security Agreement (Ual Corp /De/), Mortgage and Security Agreement (United Air Lines Inc)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 120 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer or another manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be TRUST INDENTURE 2020-1 replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration (which Owner shall have caused to be effected) with the International Registry of the sale to Owner of such Replacement Engine (if occurring after February 28, 2006) and the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) or an independent appraiser certifying that such Replacement Engine has a value and value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). TRUST INDENTURE 2020-1 Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner Company shall have the right at its option at any time, on at least 5 Business Days' thirty (30) days’ prior written notice to the MortgageeCollateral Agent, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which (not involving an Event of Loss with respect to the Airframe with respect to which the Company has not occurredelected to prepay the Notes in accordance with Section 2.8(b) of the Credit Agreement), shall within 60 sixty (60) days of after the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine; provided that both Engines shall be of the same make and model. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture Collateral Agent and shall no longer be deemed an Engine hereunder hereunder, and (ii) such Replacement Engine shall become subject to the Lien of this Trust Indenture Mortgage, free and clear of all Liens except Permitted Liens, and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's Company’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's Company’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) The following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto and shall be in full force and effect, and an executed counterpart of each of the following documents shall be have been delivered to the MortgageeCollateral Agent:
(A) a Trust Indenture Mortgage Supplement covering the Replacement Engine, which shall have been duly Engine (filed for recordation recording pursuant to the Act Transportation Code, or such the applicable laws, rules and regulations of any other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is may then be registered in accordance with Section 4.02(eas permitted hereby), as the case may be;
(B) an Officer’s Certificate of the Company stating (i) that the Replacement Engine is of at least equal value, utility and remaining useful life as the Engine it replaces assuming such Engine had been maintained in the condition required hereunder and (ii) each of the conditions specified in this paragraph (e) with respect to such Replacement Engine, and any comparable provisions of any Lease permitted hereby to which such Engine is subject, have been satisfied;
(C) such Uniform Commercial Code financing statements covering the Lien created by this Mortgage as deemed necessary or desirable by counsel for the Collateral Agent to protect the security interests of the Collateral Agent in the Replacement Engine; and
(D) a full warranty xxxx certificate, reasonably acceptable to the Collateral Agent in form and substance, of sale an aircraft engineer or qualified independent aircraft appraiser certifying, with respect to such Replacement Engine, to the effect specified in Section 3.4(e)(i)(B) hereof;
(ii) Upon request by the Collateral Agent, the Company shall furnish the Collateral Agent with (A) an opinion addressed to the Collateral Agent, reasonably satisfactory in form and substance to the Collateral Agent, of the Company’s counsel, which may be the Company’s General Counsel or an Associate General Counsel, to the effect that (x) such documents reasonably requested by the Collateral Agent are sufficient to cause such Replacement Engine to be subject to the Lien of this Mortgage and (y) the Collateral Agent will be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to the Replacement Engine; provided that the opinion in clause (y) need not be delivered to the extent that the benefits of Section 1110 of the Bankruptcy Code were not, solely by reason of a change in law or governmental interpretation thereof, available with respect to the Engine being substituted for immediately prior to such substitution, (B) upon recordation, an opinion of qualified FAA counsel, or if applicable, qualified counsel in the jurisdiction of the Aircraft’s registration addressed to the Collateral Agent, in either case satisfactory in form and substance to the Collateral Agent as to title), covering the due recordation of the Mortgage Supplement as a first priority Lien on the Replacement Engine, executed by the former owner thereof in favor registration of the Owner ownership of the Replacement Engine and the freedom from Liens of record (orexcept Permitted Liens), at and (C) such evidence of compliance with the Owner's option, insurance provisions of Section 3.6 hereof with respect to such Replacement Engine as the Collateral Agent may reasonably request; and
(iii) The Company shall have delivered to the Collateral Agent (A) a copy of the xxxx of sale respecting such Replacement Engine or other evidence of the Owner's Company’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
Collateral Agent and (CB) UCC financing statements covering appropriate instruments assigning to the security interests created by this Trust Indenture (or any similar statements or other documents required Collateral Agent the benefits, if any, of all manufacturer’s and vendor’s warranties generally available and permitted to be filed or delivered pursuant to assigned by the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 Company with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture)Engine. Upon satisfaction of all conditions to such substitution, (x) the Mortgagee Collateral Agent shall execute and deliver to the Owner Company such documents and instruments, prepared at the Owner's Company’s expense, as the Owner Company shall reasonably request request, to evidence the release of such replaced Engine from the Lien of this Trust Indenture, Mortgage; (y) the Mortgagee Collateral Agent shall assign to the Owner Company all claims it may have against any other Person relating to any an Event of Loss of such replaced Engine giving rise to such substitution substitution; and (z) the Owner Company shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss of such replaced Engine giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(dSections 3.6(b)(I), second paragraph, and 3.5(d)(ii) hereof.
Appears in 1 contract
Samples: Mortgage and Security Agreement (Northwest Airlines Corp)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' Days prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 90 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee Mortgagee, in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Replace- ment Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;; TRUST INDENTURE 13-1
(B) a full warranty xxxx bxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration (which Owner shall have caused to be effected) with the International Registry of the sale to Owner of such Replacement Engine (if occurring after February 28, 2006) and the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Substitution of Engines. Upon So long as no Specified Default shall have occurred and be continuing, the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly Lessee (and in any event within 15 days after such occurrenceor a Permitted Sublessee) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days30 days' prior notice to the MortgageeLessor, the Owner Participant and the Indenture Trustee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe has not occurredAirframe, shall within 60 90 days of the occurrence of such Event of Loss and on at least five days' prior notice to the Lessor substitute, a Replacement Engine for any EngineEngine not then installed or held for use on the Airframe. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) title to the Replacement Engine shall thereupon vest in the Lessor free and clear of all Liens (other than Permitted Liens), (ii) title to the replaced Engine shall thereupon be vest in the Lessee (or its designee), in "as-is, where-is" condition, free and clear of all rights of the Mortgagee Lessor and the Lien of this Trust Indenture Trustee and any Lessor's Liens and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to this Trust Indenture Lease and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe. Upon the substitution of a Replacement Engine, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent shall be satisfied at the OwnerLessee's sole cost and expense, expense and the Mortgagee agrees parties agree to cooperate with the Owner Lessee to the extent necessary to enable it to timely satisfy such conditions:
(i) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of each of the following documents shall be delivered to the MortgageeLessor, the Owner Participant and, if the Indenture is in effect, the Indenture Trustee:
(A) a Trust Lease Supplement covering the Replacement Engine, which shall have been duly filed for recordation with the FAA;
(B) so long as the Indenture shall not have been satisfied and discharged, an Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to with the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may beFAA;
(BC) a full warranty xxxx of sale (as to title), in form and substance satisfactory to the Lessor and the Owner Participant, covering the Replacement Engine, executed by the former owner thereof in favor of the Owner Lessor;
(orD) as long as the Indenture is in effect, at the Owner's option, other evidence such documents as may be required under Section 9.08 of the Owner's ownership of such Indenture relating to the Replacement Engine, reasonably satisfactory to the Mortgagee); and;
(CE) UCC (i) so long as the Indenture shall not have been satisfied and discharged, such Uniform Commercial Code financing statements covering the security interests created by this Trust the Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft the Replacement Engine may be registeredregistered in accordance with Section 5(e)), and (ii) "precautionary" Uniform Commercial Code financing statements as are deemed necessary or desirable by counsel for the Mortgagee Owner Participant or the Indenture Trustee to protect the ownership interests of the Owner Trustee and the security interests of the Mortgagee Indenture Trustee in the Replacement Engine;
(F) an Officer's Certificate of the Lessee certifying that (i) in the case of a voluntary replacement only, no Specified Default shall have occurred and be continuing; (ii) (x) in the Owner shall cause to be delivered to the Mortgagee an opinion case of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to a voluntary replacement, the Replacement Engine and such evidence has at least the same number of compliance with the insurance provisions hours or cycles (whichever is applicable) of Section 4.06 with respect to operation on such Replacement Engine as Mortgagee shall reasonably request;
(iii) remaining until the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), next scheduled life limited part replacement as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (it replaces, assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, condition required hereunder; or (y) in the Mortgagee shall assign to case of a mandatory replacement, the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds Lessee has not discriminated in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price its selection of the Replacement Engine (based on the leased status of the Aircraft); and (iii) the Replacement Engine satisfies the requirements for a Replacement Engine set forth in the definition thereof;
(G) an opinion of qualified FAA counsel as provided to the due recordation of the Lease Supplement, the Indenture Supplement and all other documents or instruments the recordation of which is necessary to perfect and protect the rights of the Lessor and the Indenture Trustee in the Replacement Engine;
(H) to the extent that an engine warranty in respect of such Replacement Engine is available to the Lessee, an engine warranty assignment covering such Replacement Engine, in substantially the form of the Engine Warranty Assignment or otherwise in such form and substance satisfactory to the Lessor and the Owner Participant and a consent to such engine warranty assignment, in substantially the form of the Engine Warranty Assignment or otherwise in such form and substance satisfactory to the Lessor and the Owner Participant; and
(I) evidence that the insurance requirements of Section 4.05(d9 with respect to an Engine are satisfied and that the insurance covering such Replacement Engine shall be of the type usually carried by the Lessee (or a Permitted Sublessee) with respect to similar engines, and covering risks of the kind customarily insured against by the Lessee (or a Permitted Sublessee).;
(ii) the Lessee shall furnish (or cause to be furnished to) the Lessor, the Owner Participant and the Indenture Trustee with an opinion, reasonably satisfactory in form and substance to the Lessor, the Owner Participant and the Indenture Trustee, of the Lessee's counsel, which may be the Lessee's General Counsel or Associate General Counsel, to the effect that
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee OWNED AIRCRAFT INDENTURE 29 508 and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of bill xx sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC Uniform Commercial Code financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;; and
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
. OWNED AIRCRAFT INDENTURE 30 509 (iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section Sections 4.05(d).
Appears in 1 contract
Samples: Note Purchase Agreement (Continental Airlines Inc /De/)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer or another manufacturer that is the same model as the Engine to be replaced thereby, or an a comparable or improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaulcycles) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx bill of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;; TRUST INDENTURE 2024-1 (AA and A)
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration (which Owner shall have caused to be effected) with the International Registry of the sale to Owner of such Replacement Engine and the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaulcycles) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner Company shall have the right at its option at any time, on at least 5 Business Days30 days' prior notice to the MortgageeIndenture Trustee and the Indenture Trustee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurredEngine, shall within 60 90 days of the occurrence of such Event of Loss and on at least five days' prior notice to the Indenture Trustee substitute, a Replacement Engine for any EngineEngine not then installed or held for use on the Airframe. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and released from the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to the Lien of this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine originally installed on or attached to the Airframe. Upon the substitution of a Replacement Engine. Such Replacement Engine , the conditions set forth in Section 9.08 shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent satisfied at the OwnerCompany's sole cost and expense, expense and the Mortgagee agrees parties agree to cooperate with the Owner Company to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee Indenture Trustee shall execute and deliver to the Owner Company such documents and instruments, prepared at the Owner's expense, instruments as the Owner Company shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, ; (y) the Mortgagee Indenture Trustee shall assign to the Owner Company all claims it may have against any other Person relating to any an Event of Loss giving rise to such substitution and (z) the Owner Company shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(dSections 4.05(e)(i) and 4.04(e)(ii).
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrencei) give the Mortgagee written notice of such Event of Loss. The Owner Each Grantor shall have the right at its option at any time, on at least 5 Business Days' five (5) days’ prior notice to the MortgageeCollateral Agent and the Appropriate Party, at such Grantor’s sole cost and expense, to substitutesubstitute an Additional Engine to replace any Engine (such replaced Engine, and the “Replaced Engine”) (including, if an Event so elected by such Grantor, in satisfaction of Loss shall have occurred with respect any applicable obligations in relation to an Engine under circumstances in which an Event of Loss with respect to such Engine) in accordance with the Airframe has not occurred, shall within 60 days requirements of Section 6.17(b)(iii) of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution Loan Agreement and without further act, (iSection 4(o) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced EngineAnnex. Such Replacement Additional Engine shall be an engine manufactured by the Manufacturer of the Replaced Engine Manufacturer that is the same model as the Engine to be replaced therebyReplaced Engine, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Replaced Engine to be replaced thereby (assuming that such the Replaced Engine had been maintained in accordance with this Trust IndentureAgreement (and, as applicable, had not suffered such Event of Loss). The Owner's , which value and utility shall be established by an Appraisal delivered pursuant to the terms of this Agreement; provided, that, until an Appraisal is obtained for such Additional Engine, it shall be deemed to have the same Appraised Value of zero).
(ii) Each Grantor’s right to make a replacement substitution hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) delivery of the following conditions precedent at the Owner's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering written request from the Replacement Engineapplicable Grantor, which shall have been duly filed for recordation pursuant to the Act or such other applicable law requesting release of the jurisdiction other than Replaced Engine from Collateral and specifically describing the United States in which the Aircraft of which such Replaced Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
and (B) a full warranty xxxx certificate of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor a Responsible Officer of such Grantor providing:
1. a description of the Owner (or, at the Owner's option, other evidence Replaced Engine which shall be identified by Manufacturer’s name and serial number;
2. a description of the Owner's ownership of such Replacement Engine, reasonably satisfactory to Additional Engine (including the Mortgagee); and
(CManufacturer’s name and serial number) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) received as are deemed necessary or desirable by counsel consideration for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Replaced Engine;
(ii) 3. that on the Owner shall cause to be delivered date of the Mortgage Supplement relating to the Mortgagee an opinion Additional Engine, such Grantor will be the legal owner of counsel to such Additional Engine free and clear of all Liens (other than the effect Lien under this Agreement and Permitted Liens);
4. that the Lien of insurance required by this Trust Indenture continues to be Agreement is in full force and effect with respect to the Replacement such Additional Engine and all premiums then due thereon have been paid in full;
5. that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such evidence Additional Engine; and 1" = "1" "WEIL:\97602794\8\13173.0005" "" WEIL:\97602794\8\13173.0005
6. that the conditions set forth in Section 6.17(b)(iii) of compliance with the insurance provisions Loan Agreement and Section 4(o) of Section 4.06 with respect this Annex have been satisfied after giving effect to such Replacement Engine as Mortgagee substitution (it being understood and agreed, for the avoidance of doubt, that any reference in Section 6.17(b)(iii) of the Loan Agreement to existing Additional Collateral shall reasonably request;include such Replaced Engine).
(iii) Immediately upon the Owner shall have furnished to Mortgagee an opinion satisfaction of Owner's aviation law counsel reasonably satisfactory to Mortgagee conditions set forth in this Section 4(q) of this Annex and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e)without further act, as the case may be; and
(ivA) the Owner Replaced Engine shall have furnished to Mortgagee a certificate thereupon be released from and be free and clear of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee Agreement and shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution no longer be deemed Collateral and (zB) the Owner such Additional Engine shall receive all insurance proceeds (other than those reserved become subject to others under Section 4.06(b)) this Agreement as an Engine and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d)Collateral.
Appears in 1 contract
Samples: Aircraft and Engine Pledge and Security Agreement (Alaska Air Group, Inc.)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner Lessee shall have the right at its option at any time, on at least 5 Business Days30 days' prior notice to the MortgageeLessor and the Indenture Trustee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurredEngine, shall within 60 90 days of the occurrence of such Event of Loss and on at least five days' prior notice to the Lessor substitute, a Replacement Engine for any EngineEngine not then installed or held for use on the Airframe. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) title to the Replacement Engine shall thereupon vest in the Lessor free and clear of all Liens (other than Permitted Liens), (ii) title to the replaced Engine shall thereupon be vest in the Lessee, in "as-is, where-is" condition, free and clear of all rights of the Mortgagee Lessor and the Lien of this Trust Indenture Trustee and any Lessor's Liens and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to this Trust Indenture Lease and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe. Upon the substitution of a Replacement Engine, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent shall be satisfied at the OwnerLessee's sole cost and expense, expense and the Mortgagee agrees parties agree to cooperate with the Owner Lessee to the extent necessary to enable it to timely satisfy such conditions:
(i) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of each of the following documents shall be delivered to the MortgageeLessor, the Owner Participant and, if the Indenture is in effect, the Indenture Trustee:
(A) a Trust Lease Supplement covering the Replacement Engine, which shall have been duly filed for recordation with the FAA;
(B) so long as the Indenture shall not have been satisfied and discharged, an Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to with the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may beFAA;
(BC) a full warranty xxxx of sale (as to title), in form and substance satisfactory to the Lessor, covering the Replacement Engine, executed by the former owner thereof in favor of the Owner Lessor;
(orD) as long as the Indenture is in effect, at the Owner's option, other evidence such documents as may be required under Section 9.08 of the Owner's ownership of such Indenture relating to the Replacement Engine, reasonably satisfactory to the Mortgagee); and;
(Ci) UCC so long as the Indenture shall not have been satisfied and discharged, such Uniform Commercial Code financing statements covering the security interests created by this Trust the Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft the Replacement Engine may be registeredregistered in accordance with Section 5(e)), and (ii) "precautionary" Uniform Commercial Code financing statements as are deemed necessary or desirable by counsel for the Mortgagee Owner Participant or the Indenture Trustee to protect the ownership interests of the Owner Trustee and the security interests of the Mortgagee Indenture Trustee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(ivF) an Officer's Certificate of the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) Lessee certifying that such the Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) is of at least equal to value and utility, and in as good operating condition, as the Engine so replaced (it replaces assuming that such Engine had been maintained in accordance the condition required hereunder; and
(ii) upon request by the Lessor or the Indenture Trustee, the Lessee shall furnish the Lessor and the Indenture Trustee with this Trust Indenture)an opinion, reasonably satisfactory in form and substance to the Lessor and the Indenture Trustee, of the Lessee's counsel, which may be the Lessee's General Counsel or Associate General Counsel, to the effect that such bills of sale or other documents reasonably requested by the Lessor or the Indenture Trustee are sufficient to convey title to such Replacement Engine to the Lessor and with respect to the effectiveness of the interests in the Indenture Estate which the Indenture purports to create. Upon satisfaction of all conditions to such substitution, (x) the Mortgagee Lessor shall execute and deliver, and cause the Indenture Trustee to execute and deliver to the Owner Lessee such bills of sale and other documents and instruments, prepared at the Owner's expense, instruments as the Owner Lessee shall reasonably request to evidence the release transfer to the Lessee and vesting of such all right, title and interest in and to the replaced Engine from in the Lien Lessee, in "as-is, where-is" condition, free and clear of this Trust Indentureall right, title and interest of the Lessor and the Indenture Trustee, and any Lessor's Liens; (y) the Mortgagee Lessor shall assign to the Owner Lessee all claims it may have against any other Person relating to any an Event of Loss giving rise to such substitution and shall exercise such rights as it has to cause such assignment to be free and clear of the Lien of the Indenture and (z) the Owner Lessee shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)9(f) hereof) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(dSections 9(e)(i) and 8(e)(B).
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 120 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx bxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).TRUST INDENTURE 2013-1
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Hawaiian Holdings Inc)
Substitution of Engines. Upon the occurrence of an So long as no Default or Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner Default shall have occurred and be continuing, the right at its option Lessee may at any time, on at least 5 Business Days' time upon thirty (30) days’ prior written notice to the MortgageeLessor, duly convey or cause to substitute, and if an Event of Loss shall have occurred with respect be conveyed to the Lessor as a substitute for an Engine under circumstances in which an Event of Loss with respect title to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such eventhaving a value, immediately upon the effectiveness of such substitution remaining useful life and without further actutility at least equal to, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part in as good operating condition and state of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as maintenance as, the Engine to be replaced thereby, or an improved model, assuming such Engine was of the value and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours in the condition and cycles remaining until overhaul) at least equal repair as required by the terms hereof; provided that, all engines installed on any Airframe shall be of the same manufacturer and the same or improved model to the Engine to be replaced thereby Engines, free and clear of all Liens (assuming that such Engine had been maintained in accordance with this Trust Indentureother than Permitted Liens). The Owner's right Prior to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent or at the Owner's sole cost and time of any such conveyance, the Lessee, at its own expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
will (i) an executed counterpart of each of the following documents shall furnish or cause to be delivered furnished to the Mortgagee:
(A) Lessor a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner Lessor (orwith full warranty of title), at in form and substance reasonably satisfactory to the Owner's option, other evidence of the Owner's ownership of Lessor with respect to such Replacement Engine, (ii) cause a Lease Supplement, in form and substance reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by Lessor subjecting such Replacement Engine to this Trust Indenture (or any similar statements or other documents required Lease to be filed or delivered duly executed by the Lessee and, to the extent necessary, recorded pursuant to the laws Applicable Laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests Government of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered Registry and pursuant to the Mortgagee an opinion of counsel to Cape Town Convention, (iii) furnish the effect that the Lien of this Trust Indenture continues to be in full force and effect Lessor with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 10 with respect to such Replacement Engine as Mortgagee shall any of them may reasonably request and such other certifications and opinions of counsel as the Lessor may reasonably request;
, (iiiiv) furnish the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel Lessor with a certificate reasonably satisfactory to Mortgagee and addressed to Mortgagee the Lessor certifying as to the due filing for recordation value, utility and operating condition and state of maintenance of such engine, (v) cause amendments to the Local Mortgage, in form and substance reasonably satisfactory to the Lessor subjecting such Replacement Engine to the Local Mortgage to be duly executed by the Lessor and, to the extent necessary, recorded pursuant to the Applicable Laws of the Trust Indenture Supplement Government of Registry and the Cape Town Convention, (vi) furnish a legal opinion of counsel reasonably acceptable to the Lessor regarding the perfection of the Existing Lien and the Lien of the Local Mortgage with respect to such Replacement Engine, in form and substance reasonably satisfactory to the Lessor and (vii) affix a nameplate on such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e8(e). Upon full compliance by the Lessee with the terms of this Section 7(l), the Lessor will transfer or cause to be transferred, at the Lessee’s sole cost and expense, to or upon the order of the Lessee on an “as-is, where-is” basis without recourse or warranty (except the absence of the Lessor Liens attributable to it) all of the Lessor’s right, title and interest, if any, in and to each replaced Engine with respect to which such substitution occurred by an appropriate instrument, signed by the Lessor, releasing such Engine from any manufacturer’s or repairer’s warranties relating thereto and will take such other action as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that necessary to effect such transfer. For all purposes hereof, each such Replacement Engine has a value shall, after such conveyance, be deemed part of the property leased hereunder, shall be deemed an “Engine” as defined herein and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to shall be deemed part of the same Aircraft as was the Engine so replaced (assuming that such thereby. No substitution with respect to an Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) under the Mortgagee shall execute and deliver to circumstances contemplated by the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien terms of this Trust Indenture, (ySection 7(l) the Mortgagee shall assign to the Owner all claims it may have against result in any other Person relating to any Event reduction of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d)Rent.
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner Borrower shall have the right at its option at any time, on at least 5 Business Days' ’ prior notice to the MortgageeAdministrative Agent, to substitutesubstitute an Additional Engine for any Engine (including, and if an Event so elected by Borrower, in satisfaction of Loss shall have occurred with respect any applicable obligations in relation to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine). Such Replacement Additional Engine shall be an engine manufactured by the Manufacturer of the Engine Manufacturer to be replaced thereby that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust IndentureMortgage (and, as applicable, had not suffered such Event of Loss), which value and utility shall be established by an Appraisal or officer’s certificate delivered pursuant to Section 3.05(c)(vi), or otherwise by way of a certificate of a qualified aircraft engineer (who may be an employee of the Borrower) certifying as to such value and utility (which shall be deemed to satisfy any Appraisal requirement in connection with such Additional Engine so becoming Collateral in connection with such substitution; provided, that, until an Appraisal is obtained for such Additional Engine, it shall be deemed to have the same Appraised Value as the Engine replaced thereby). The Owner's Borrower’s right to make a replacement substitution hereunder shall be subject to the fulfillment (which may be simultaneous with such replacementsubstitution) of the following conditions precedent set forth in Section 3.05(c) (as modified pursuant to this Section 3.05(f)) at the Owner's Borrower’s sole cost and expense. Immediately upon the satisfaction of such conditions and without further act, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart the replaced Engine shall thereupon be released from and be free and clear of each all rights of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that Administrative Agent and the Lien of this Trust Indenture continues to Mortgage and shall no longer be in full force and effect with respect to the Replacement deemed an Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution hereunder and (zii) the Owner such Additional Engine shall receive all insurance proceeds (other than those reserved become subject to others under Section 4.06(b)) this Mortgage. Mortgage and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).Security Agreement
Appears in 1 contract
Samples: Term Loan Credit and Guaranty Agreement (United Airlines, Inc.)
Substitution of Engines. Upon (i) So long as no Specified Default shall have occurred and be continuing, the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly Lessee (and in any event within 15 days after such occurrenceor a Permitted Sublessee) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days30 days' prior written notice to the MortgageeLessor, the Owner Participant and the Indenture Trustee, to substitute, and (ii) if an Event of Loss shall have occurred with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe has not occurredAirframe, shall within 60 90 days of the occurrence of such Event of Loss and on at least five days' prior written notice to the Lessor substitute, a Replacement Engine for any EngineEngine (or in the case of clause (ii), for the Engine suffering an Event of Loss). In the case of a substitution for an Engine other than due to the occurrence of an Event of Loss, the Engine replaced shall not then be installed or held for use on the Airframe. In such event, immediately upon the effectiveness fulfillment of the conditions precedent described in this Section 7(e) on the date set forth in such substitution notice and without further act, (i) title to the Replacement Engine shall thereupon vest in the Lessor free and clear of all Liens (other than Permitted Liens), (ii) title to the replaced Engine shall thereupon be vest in the Lessee (or its designee), in "as-is, where- is" condition, free and clear of all rights of the Mortgagee Lessor and the Lien of this Trust Indenture Trustee and any Lessor's Liens and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to this Trust Indenture Lease and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal . Prior to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make substitution of a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of Replacement Engine, the following conditions precedent shall be satisfied at the OwnerLessee's sole cost and expense, expense and the Mortgagee agrees parties agree to reasonably cooperate with the Owner Lessee to the extent necessary to enable it to timely satisfy such conditions:
(i) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of each of the following documents shall be delivered to the MortgageeLessor, the Owner Participant and, if the Indenture is in effect, the Indenture Trustee:
(A) a Trust Lease Supplement covering the Replacement Engine, which shall have been duly filed for recordation with the FAA;
(B) so long as the Indenture shall not have been satisfied and discharged in accordance with its terms, an Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to with the Act FAA (or such other applicable law Applicable Law of the jurisdiction other than the United States country in which the Aircraft of which such Engine is a part is may be registered in accordance with Section 4.02(e5(e), as the case may be);
(BC) a full warranty xxxx of sale (as to title), in form and substance satisfactory to the Lessor and the Owner Participant, covering the Replacement Engine, executed by the former owner thereof in favor of the Owner Lessor;
(orD) as long as the Indenture is in effect, at the Owner's option, other evidence such documents as may be required under Section 5.06 of the Owner's ownership of such Indenture relating to the Replacement Engine, reasonably satisfactory to the Mortgagee); and;
(Ci) UCC so long as the Indenture shall not have been satisfied and discharged in accordance with its terms, such Uniform Commercial Code financing statements covering the security interests created by this Trust the Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft the Replacement Engine may be registeredregistered in accordance with Section 5(e)) to protect the first priority security interest of the Indenture Trustee in the Replacement Engine, and (ii) "precautionary" Uniform Commercial Code financing statements as are deemed necessary or desirable by counsel for any Participant or the Mortgagee Indenture Trustee to protect the ownership interests of the Owner Trustee and the first priority security interests of the Mortgagee Indenture Trustee in the Replacement Engine;
(F) an Officer's Certificate of the Lessee certifying that (i) in the case of a voluntary replacement only, no Specified Default shall have occurred and be continuing and (ii) (x) in the case of a voluntary replacement, the Replacement Engine has at least the same number of hours or cycles (whichever is applicable) of operation on such Replacement Engine remaining until the next scheduled life limited part replacement as the Engine it replaces, assuming such Engine had been maintained in the condition required hereunder; or (y) in the case of a mandatory replacement, the Lessee has not discriminated in its selection of the Replacement Engine (based on the leased status of the Aircraft);
(G) an opinion of qualified FAA counsel, in form and substance reasonably satisfactory to the recipients thereof, as to the due recordation of the Lease Supplement, the Indenture Supplement and all other documents or instruments the recordation of which is necessary to perfect and protect the rights of the Lessor and the Indenture Trustee in the Replacement Engine and the Replacement Engine is free and clear of all recorded Liens other than Permitted Liens;
(H) to the extent that an engine warranty in respect of such Replacement Engine is available to the Lessee, an engine warranty assignment covering such Replacement Engine, in substantially the form of the Engine Warranty Assignment or otherwise in such form and substance satisfactory to the Lessor and the Owner Participant and a consent to such engine warranty assignment, in substantially the form of the Engine Warranty Assignment or otherwise in such form and substance satisfactory to the Lessor and the Owner Participant; and
(I) evidence that the insurance requirements of Section 9 with respect to an Engine are satisfied and that the insurance covering such Replacement Engine shall be of the type usually carried by the Lessee (or, in the case of a voluntary replacement, such Permitted Sublessee) with respect to similar engines, and covering risks of the kind customarily insured against by the Lessee (or, in the case of a voluntary replacement, such Permitted Sublessee);
(ii) the Owner Lessee shall furnish (or cause to be delivered furnished to) the Lessor, the Owner Participant and the Indenture Trustee with an opinion, reasonably satisfactory in form and substance to the Mortgagee an opinion Lessor, the Owner Participant and the Indenture Trustee, of counsel the Lessee's counsel, which may be the Lessee's General Counsel or Associate General Counsel, to the effect that (x) such bills of sale or other documents reasonably requested by the Lien Lessor, the Owner Participant or the Indenture Trustee are sufficient to convey title to such Replacement Engine to the Lessor and with respect to the effectiveness of this Trust the interests in the Indenture continues Estate which the Indenture purports to be in full force create; (y) the Lessor and effect the Indenture Trustee (as assignee of Lessor under the Indenture), are entitled to the benefits and protections of Section 1110 with respect to the Replacement Engine and such evidence of compliance with to the insurance provisions of Section 4.06 same extent as with respect to the replaced Engine immediately preceding such Replacement replacement, provided that if the replaced Engine as Mortgagee -------- was subject to an Event of Loss, then such opinion regarding Section 1110 shall reasonably requestbe required only in the event that a replacement engine that can so qualify is available in the Lessee's fleet or is otherwise available to the Lessee (by exchange or otherwise) without material cost to Lessee and (z) the Lease Supplement, Indenture Supplement and Warranty Xxxx of Sale have been duly authorized and delivered;
(iii) either (x) the Owner Participant shall have furnished to Mortgagee received an opinion of Owner's aviation law independent tax counsel (selected by the Owner Participant and reasonably acceptable to the Lessee), reasonably satisfactory to Mortgagee and addressed to Mortgagee as the Owner Participant, to the due filing for recordation effect that there shall be no risk of adverse tax consequences resulting from such replacement (and the Trust Indenture Supplement with Owner Participant shall use its best efforts to cause a timely opinion to be delivered) or (y) the Lessee shall have provided, or caused to be provided, an indemnity in respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States any adverse tax consequences reasonably satisfactory (or, in which the Aircraft is registered in accordance with Section 4.02(e), as the case may beof any voluntary substitution, satisfactory) in form and substance to the Owner Participant; and
(iv) as long as the Owner Indenture is in effect, all conditions specified in Section 5.06 of the Indenture shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture)satisfied. Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall Lessor shall, at the expense of the Lessee, execute and deliver, and request the Indenture Trustee to execute and deliver to the Owner Lessee such bills of sale and other documents and instruments, prepared at the Owner's expense, instruments as the Owner Lessee shall reasonably request to evidence the release transfer to the Lessee and vesting of such all right, title and interest in and to the replaced Engine from in the Lien Lessee, in "as-is, where-is" condition, free and clear of this Trust Indentureall right, title and interest of the Lessor and the Indenture Trustee, and any Lessor's Liens; (y) the Mortgagee shall Lessor shall, at the request and expense of the Lessee, assign to the Owner Lessee all claims it may have against any other Person relating to any an Event of Loss giving rise to such substitution (other than those in respect of insurance maintained by the Owner Participant, the Indenture Trustee or the Noteholders pursuant to Section 9(f)) and shall exercise such rights as it has to cause such assignment to be free and clear of the Lien of the Indenture and (z) subject to Section 8(g), the Owner Lessee shall be entitled to receive all insurance proceeds (other than those reserved to others under Section 4.06(b)9(f) hereof) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(dSections 9(e)(i) and 8(e)(ii). Should the Lessee replace any Engine as provided herein, all the provisions of this Lease and the Indenture relating to the Engine being replaced shall be applicable to the Replacement Engine with the same force and effect.
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an So long as no Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurredDefault shall have occurred and be continuing, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner Grantor shall have the right at its option at any time, on at least 5 Business Days' 30 days’ prior notice to the MortgageeAgent, to substitutesubject to the Lien of this Security Agreement, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe has not occurredany Airframe, shall within 60 days of the occurrence of such Event of Loss substituteand on at least five (5) Business Days’ prior notice to Agent shall subject to the Lien of this Security Agreement, a Replacement Engine for any EngineEngine not then installed or held for use on such Airframe. In such event, immediately upon the effectiveness of thereof on the date set forth in such substitution notice and without further act, (i) the replaced Replacement Engine shall thereupon be subjected to the Lien of this Security Agreement free and clear of all rights other Liens (other than Permitted Liens), and there shall have been registered with the International Registry a sale to Grantor of such Replacement Engine and the Mortgagee International Interest for the benefit of Agent under this Security Agreement and the Security Agreement Supplement referred to in clause (i)(A) below, (ii) the replaced Engine shall, at the expense and request of Grantor, be released from the Lien of this Trust Indenture Security Agreement and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine originally installed on or attached to such Airframe. Upon the substitution of a Replacement Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent shall be satisfied at the Owner's Grantor’s sole cost and expense, expense and the Mortgagee agrees parties agree to cooperate with the Owner Grantor to the extent necessary to enable it to timely satisfy such conditions:
(i) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of each of the following documents shall be delivered to the MortgageeAgent:
(A) a Trust Indenture Security Agreement Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to with the Act or such other applicable law FAA and made of record with the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may beInternational Registry;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC Uniform Commercial Code financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee Agent to protect the security Agent’s interests of the Mortgagee in the Replacement Engine;
(C) an Officer’s Certificate of Grantor certifying that (i) in the case of a voluntary replacement only, no Event of Default shall have occurred and be continuing and (ii) (x) in the Owner shall cause to be delivered to the Mortgagee an opinion case of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to a voluntary replacement, the Replacement Engine and such evidence has at least the same number of compliance with the insurance provisions hours or cycles (whichever is applicable) of Section 4.06 with respect to operation on such Replacement Engine as Mortgagee shall reasonably request;
(iii) remaining until the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), next scheduled life limited part replacement as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (it replaces, assuming that such Engine had been maintained in accordance the condition required hereunder; or (y) in the case of a mandatory replacement, Grantor has not discriminated in its selection of the Replacement Engine (based on the financed status of such Aircraft);
(D) an opinion of qualified FAA counsel, with a supporting priority search certificate, as to the registrations with the International Registry referred to above and the due recordation of the Security Agreement Supplement and all other documents or instruments the recordation with the FAA, the International Registry, or other registrar or agency, of which is necessary to perfect and protect the rights of Agent in the Replacement Engine;
(E) to the extent that an engine warranty in respect of such Replacement Engine is available to Grantor, an engine warranty assignment covering such Replacement Engine and a consent to such engine warranty assignment in such form and substance satisfactory to Agent;
(F) chain of title evidence for such Replacement Engine in form satisfactory to Agent (which may include bills of sale or, in the absence of a xxxx of sale, an invoice listing the serial number for such Replacement Engine, from the manufacturer of such Engine to Grantor); and
(G) evidence that the insurance requirements of Section 3.3(k) with respect to an Engine are satisfied and that the insurance covering such Replacement Engine shall be of the type usually carried by Grantor with respect to similar engines, and covering risks of the kind customarily insured against by Grantor; and
(ii) Grantor shall furnish (or cause to be furnished to) Agent, for the benefit of the Lender Group and the Bank Product Providers, with an opinion, reasonably satisfactory in form and substance to Agent, of Grantor’s counsel to the effect that such documents reasonably requested by Agent or the Lenders are sufficient to subject such Replacement Engine to the Lien of this Trust Indenture)Security Agreement. Upon satisfaction of all conditions to such substitution, (x) Agent shall, at the Mortgagee shall expense of Grantor, execute and deliver to the Owner Grantor such documents and instruments, prepared at the Owner's expense, instruments as the Owner Grantor shall reasonably request to evidence the release of such the replaced Engine from the Lien of this Trust IndentureSecurity Agreement (and Agent shall discharge or consent to the discharge of the registration of the International Interest in such replaced Engine vested in Agent pursuant to this Security Agreement), and (y) the Mortgagee Grantor shall assign be entitled to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(dSections 3.3(k)(iv)(A) and 3.4(e)(ii).
Appears in 1 contract
Samples: Aircraft and Engine Security Agreement (Erickson Air-Crane Inc.)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrencei) give the Mortgagee written notice of such Event of Loss. The Owner Each Grantor shall have the right at its option at any time, on at least 5 Business Days' five (5) days’ prior notice to the MortgageeCollateral Agent and the Appropriate Party, at such Grantor’s sole cost and expense, to substitutesubstitute an Additional Engine to replace any Engine (such replaced Engine, and the “Replaced Engine”) (including, if an Event so elected by such Grantor, in satisfaction of Loss shall have occurred with respect any applicable obligations in relation to an Engine under circumstances in which an Event of Loss with respect to such Engine) in accordance with the Airframe has not occurred, shall within 60 days requirements of Section 6.17(b)(iii) of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution Loan Agreement and without further act, (iSection 4(o) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced EngineAnnex. Such Replacement Additional Engine shall be an engine manufactured by the Manufacturer of the Replaced Engine Manufacturer that is the same model as the Engine to be replaced therebyReplaced Engine, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Replaced Engine to be replaced thereby (assuming that such the Replaced Engine had been maintained in accordance with this Trust IndentureAgreement (and, as applicable, had not suffered such Event of Loss). The Owner's , which value and utility shall be established by an Appraisal delivered pursuant to the terms of this Agreement; provided, that, until an Appraisal is obtained for such Additional Engine, it shall be deemed to have the same Appraised Value of zero).
(ii) Each Grantor’s right to make a replacement substitution hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) delivery of the following conditions precedent at the Owner's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering written request from the Replacement Engineapplicable Grantor, which shall have been duly filed for recordation pursuant to the Act or such other applicable law requesting release of the jurisdiction other than Replaced Engine from Collateral and specifically describing the United States in which the Aircraft of which such Replaced Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
and (B) a full warranty xxxx certificate of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor a Responsible Officer of such Grantor providing:
1. a description of the Owner (or, at the Owner's option, other evidence Replaced Engine which shall be identified by Manufacturer’s name and serial number;
2. a description of the Owner's ownership of such Replacement Engine, reasonably satisfactory to Additional Engine (including the Mortgagee); and
(CManufacturer’s name and serial number) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) received as are deemed necessary or desirable by counsel consideration for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Replaced Engine;
(ii) 3. that on the Owner shall cause to be delivered date of the Mortgage Supplement relating to the Mortgagee an opinion Additional Engine, such Grantor will be the legal owner of counsel to such Additional Engine free and clear of all Liens (other than the effect Lien under this Agreement and Permitted Liens);
4. that the Lien of insurance required by this Trust Indenture continues to be Agreement is in full force and effect with respect to the Replacement such Additional Engine and all premiums then due thereon have been paid in full;
5. that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such evidence Additional Engine; and
6. that the conditions set forth in Section 6.17(b)(iii) of compliance with the insurance provisions Loan Agreement and Section 4(o) of Section 4.06 with respect this Annex have been satisfied after giving effect to such Replacement Engine as Mortgagee substitution (it being understood and agreed, for the avoidance of doubt, that any reference in Section 6.17(b)(iii) of the Loan Agreement to existing Additional Collateral shall reasonably request;include such Replaced Engine).
(iii) Immediately upon the Owner shall have furnished to Mortgagee an opinion satisfaction of Owner's aviation law counsel reasonably satisfactory to Mortgagee conditions set forth in this Section 4(q) of this Annex and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e)without further act, as the case may be; and
(ivA) the Owner Replaced Engine shall have furnished to Mortgagee a certificate thereupon be released from and be free and clear of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee Agreement and shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution no longer be deemed Collateral and (zB) the Owner such Additional Engine shall receive all insurance proceeds (other than those reserved become subject to others under Section 4.06(b)) this Agreement as an Engine and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d)Collateral.
Appears in 1 contract
Samples: Horizon Aircraft, Engine and Propeller Pledge and Security Agreement (Alaska Air Group, Inc.)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five Business Days' prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following applicable conditions precedent set forth in Section 4.05(c) at the Owner's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Substitution of Engines. Upon So long as no Specified Default shall have occurred and be continuing, the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly Lessee (and in any event within 15 days after such occurrenceor a Permitted Sublessee) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days30 days' prior notice to the MortgageeLessor and the Owner Participant, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe has not occurredAirframe, shall within 60 120 days of the occurrence of such Event of Loss and on at least five days' prior notice to the Lessor substitute, a Replacement Engine for any EngineEngine not then installed or held for use on the Airframe. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) title to the Replacement Engine shall thereupon vest in the Lessor free and clear of all Liens (other than Permitted Liens), (ii) title to the replaced Engine shall thereupon be vest in the Lessee (or its designee), in "as-is, where-is" condition, free and clear of all rights of the Mortgagee Lessor and the Lien of this Trust Indenture any Lessor's Liens and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to this Trust Indenture Lease and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe. Upon the substitution of a Replacement Engine, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent shall be satisfied at the OwnerLessee's sole cost and expense, expense and the Mortgagee agrees parties agree to cooperate with the Owner Lessee to the extent necessary to enable it to timely satisfy such conditions:
(i) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of each of the following documents shall be delivered to the MortgageeLessor and the Owner Participant:
(A) a Trust Indenture Lease Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to with the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may beFAA;
(B) a full warranty xxxx of sale (as to title), in form and substance satisfactory to the Lessor and the Owner Participant, covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement EngineLessor;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
; (ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Substitution of Engines. Upon the occurrence of an So long as no Default or Lease Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner Default shall have occurred and be continuing, the right at its option Lessee may at any time, on at least 5 Business Days' time upon thirty (30) days’ prior written notice to the MortgageeLessor and the Loan Trustee, duly convey or cause to substitute, and if an Event of Loss shall have occurred with respect be conveyed to the Lessor as a substitute for an Engine under circumstances in which an Event of Loss with respect title to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such eventhaving a value, immediately upon the effectiveness of such substitution remaining useful life and without further actutility at least equal to, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part in as good operating condition and state of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as maintenance as, the Engine to be replaced thereby, or an improved model, assuming such Engine was of the value and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours in the condition and cycles remaining until overhaul) at least equal repair as required by the terms hereof; provided that, all engines installed on any Airframe shall be of the same manufacturer and a comparable model to the Engine to be replaced thereby Engines, free and clear of all Liens (assuming that such Engine had been maintained in accordance with this Trust Indentureother than Permitted Liens). The Owner's right Prior to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent or at the Owner's sole cost and time of any such conveyance, the Lessee, at its own expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
will (i) an executed counterpart of each of the following documents shall furnish or cause to be delivered furnished to the Mortgagee:
(A) Lessor a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx bxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner Lessor (orwith full warranty of title), at in form and substance reasonably satisfactory to the Owner's option, other evidence of Lessor and the Owner's ownership of Loan Trustee with respect to such Replacement Engine, (ii) cause a Lease Supplement, in form and substance reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering Lessor and the security interests created by Loan Trustee subjecting such Replacement Engine to this Trust Indenture (or any similar statements or other documents required Lease to be filed or delivered duly executed by the Lessee and, to the extent necessary, recorded pursuant to the laws Applicable Laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests Government of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered Registry and pursuant to the Mortgagee an opinion of counsel to Cape Town Convention, (iii) furnish the effect that Lessor and the Lien of this Trust Indenture continues to be in full force and effect Loan Trustee with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 10 with respect to such Replacement Engine as Mortgagee shall any of them may reasonably request and such other certifications and opinions of counsel as the Lessor or the Loan Trustee may reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) furnish the Owner shall have furnished to Mortgagee Lessor and the Loan Trustee with a certificate of a qualified an aircraft engineer (who may be an employee of Ownerthe Lessee) reasonably satisfactory to the Lessor certifying that as to the value, utility and operating condition and state of maintenance of such engine, (v) cause amendments to the Local Mortgage and the Indenture, in form and substance reasonably satisfactory to the Loan Trustee subjecting such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Local Mortgage and the Indenture to be duly executed by the Lessor and, to the extent necessary, recorded pursuant to the Applicable Laws of the Government of Registry and the Cape Town Convention, (vi) furnish a legal opinion of counsel reasonably acceptable to the Loan Trustee regarding the perfection of the Lien of the Local Mortgage and the Indenture with respect to such Replacement Engine, in form and substance reasonably satisfactory to the Loan Trustee and (vii) affix a nameplate on such Replacement Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust IndentureSection 8(e). Upon satisfaction full compliance by the Lessee with the terms of all conditions this Section 7(j), the Lessor will transfer or cause to such substitutionbe transferred, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's Lessee’s sole cost and expense, as to or upon the Owner shall reasonably request order of the Lessee on an “as-is, where-is” basis without recourse or warranty (except the absence of the Lessor Liens attributable to evidence it) all of the release of such Lessor’s right, title and interest, if any, in and to each replaced Engine with respect to which such substitution occurred by an appropriate instrument, signed by the Loan Trustee, releasing such Engine from the any Lien of this Trust Indenturethe Security Documents, (y) the Mortgagee shall assign and any manufacturer’s or repairer’s warranties relating thereto and will take such other action as may be necessary to the Owner effect such transfer. For all claims it may have against any other Person relating to any Event of Loss giving rise to purposes hereof, each such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to Replacement Engine shall, after such replacement to the extent not previously applied to the purchase price conveyance, be deemed part of the Replacement property leased hereunder, shall be deemed an “Engine” as defined herein and shall be deemed part of the same Aircraft as was the Engine as provided replaced thereby. No substitution with respect to an Engine under the circumstances contemplated by the terms of this Section 7(j) shall result in Section 4.05(d)any reduction of Rent.
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrencei) give the Mortgagee written notice of such Event of Loss. The Owner Each Grantor shall have the right at its option at any time, on at least 5 Business Days' five (5) days’ prior notice to the MortgageeCollateral Agent and the Appropriate Party, at such Grantor’s sole cost and expense, to substitutesubstitute an Additional Engine to replace any Engine (such replaced Engine, and the “Replaced Engine”) (including, if an Event so elected by such Grantor, in satisfaction of Loss shall have occurred with respect any applicable obligations in relation to an Engine under circumstances in which an Event of Loss with respect to such Engine) in accordance with the Airframe has not occurred, shall within 60 days requirements of Section 6.17(b)(iii) of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution Loan Agreement and without further act, (iSection 4(o) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced EngineAnnex. Such Replacement Additional Engine shall be an engine manufactured by the Manufacturer of the Replaced Engine Manufacturer that is the same model as the Engine to be replaced therebyReplaced Engine, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Replaced Engine to be replaced thereby (assuming that such the Replaced Engine had been maintained in accordance with this Trust IndentureAgreement (and, as applicable, had not suffered such Event of Loss). The Owner's , which value and utility shall be established by an Appraisal delivered pursuant to the terms of this Agreement; provided, that, until an Appraisal is obtained for such Additional Engine, it shall be deemed to have the same Appraised Value of zero).
(ii) Each Grantor’s right to make a replacement substitution hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) delivery of the following conditions precedent at the Owner's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering written request from the Replacement Engineapplicable Grantor, which shall have been duly filed for recordation pursuant to the Act or such other applicable law requesting release of the jurisdiction other than Replaced Engine from Collateral and specifically describing the United States in which the Aircraft of which such Replaced Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
and (B) a full warranty xxxx certificate of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor a Responsible Officer of such Grantor providing:
1. a description of the Owner (or, at the Owner's option, other evidence Replaced Engine which shall be identified by Manufacturer’s name and serial number;
2. a description of the Owner's ownership of such Replacement Engine, reasonably satisfactory to Additional Engine (including the Mortgagee); and
(CManufacturer’s name and serial number) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) received as are deemed necessary or desirable by counsel consideration for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Replaced Engine;
(ii) 3. that on the Owner shall cause to be delivered date of the Mortgage Supplement relating to the Mortgagee an opinion Additional Engine, such Grantor will be the legal owner of counsel to such Additional Engine free and clear of all Liens (other than the effect Lien under this Agreement and Permitted Liens);
4. that the Lien of insurance required by this Trust Indenture continues to be Agreement is in full force and effect with respect to the Replacement such Additional Engine and all premiums then due thereon have been paid in full;
5. that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such evidence Additional Engine; and 1" = "1" "WEIL:\97571225\8\13173.0005" "" WEIL:\97571225\8\13173.0005
6. that the conditions set forth in Section 6.17(b)(iii) of compliance with the insurance provisions Loan Agreement and Section 4(o) of Section 4.06 with respect this Annex have been satisfied after giving effect to such Replacement Engine as Mortgagee substitution (it being understood and agreed, for the avoidance of doubt, that any reference in Section 6.17(b)(iii) of the Loan Agreement to existing Additional Collateral shall reasonably request;include such Replaced Engine).
(iii) Immediately upon the Owner shall have furnished to Mortgagee an opinion satisfaction of Owner's aviation law counsel reasonably satisfactory to Mortgagee conditions set forth in this Section 4(q) of this Annex and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e)without further act, as the case may be; and
(ivA) the Owner Replaced Engine shall have furnished to Mortgagee a certificate thereupon be released from and be free and clear of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee Agreement and shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution no longer be deemed Collateral and (zB) the Owner such Additional Engine shall receive all insurance proceeds (other than those reserved become subject to others under Section 4.06(b)) this Agreement as an Engine and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d)Collateral.
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' Days prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 90 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of bill xx sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee Mortgagee, in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five Business Days' ’ prior written notice to the Mortgagee, to substitutesubstitute one or more Substitute Engines, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights Liens (other than Permitted Liens), for one or more Engines, in each case, so long as:
(i) no Event of Default shall have occurred and be continuing at the time of substitution;
(ii) each Substitute Engine may be the same or a different model and manufactured by the same or a different manufacturer than the Engine(s) being replaced by such Substitute Engine; provided that such Substitute Engine may not be a model that has been fully retired or has been announced for such retirement by the Owner and shall not be of a type that is associated exclusively with one or more aircraft models that would not satisfy the type certification condition in Section 4.2(c) of the Mortgagee Collateral Maintenance Annex;
(iii) such Substitute Engine shall have an Appraised Value (or such Substitute Engines collectively shall have an Aggregate Appraised Value) that is at least equal to 110% of the Appraised Value of the Engine (or the Aggregate Appraised Value of the Engines) being replaced; and
(iv) no failure to comply with a Composition Test shall have occurred and be continuing at the time of substitution (unless such substitution would improve compliance, or otherwise not worsen any noncompliance, with such Composition Test). Prior to or at the time of any substitution under this Section 4.04(e), the Owner shall cause the Substitute Engine(s) to be subject to the Lien of this Trust Indenture free and shall no longer be deemed an Engine hereunder and clear of Liens (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part other than Permitted Liens), and, in connection therewith, satisfy the conditions set forth in Section 4.3 of the Aircraft for Collateral Maintenance Annex, in addition to the other conditions contained in this Section 4.04(e). For all purposes hereof to hereof, upon the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) attachment of the following conditions precedent at the Owner's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to thereto, a Substitute Engine shall become part of the Aircraft Collateral and shall be in full force and effect with respect to the Replacement Engine and such evidence of deemed an “Engine” as defined herein. Upon compliance with the insurance provisions of conditions set forth in this Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii4.04(e) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e)above, as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to Owner an appropriate instrument releasing the Owner such documents replaced Engine(s) and instrumentsall proceeds (including, prepared at without limitation, requisition proceeds and insurance proceeds, if any) with respect to the Owner's expensereplaced Engine(s), as and all rights relating to the Owner shall reasonably request to evidence the release of such replaced Engine foregoing, from the Lien of this Trust Indenture, (y) and will take such actions as may be required to be taken by the Mortgagee shall assign to discharge any International Interest of the Owner all claims it may have against any other Person relating to any Event of Loss giving rise Mortgagee registered with the International Registry in relation to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(dreplaced Engine(s).
Appears in 1 contract
Samples: Trust Indenture and Mortgage (United Airlines, Inc.)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;; TRUST INDENTURE 16-1
(B) a full warranty xxxx bxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration (which Owner shall have caused to be effected) with the International Registry of the sale to Owner of such Replacement Engine (if occurring after February 28, 2006) and the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Substitution of Engines. Upon So long as no Specified Default shall have occurred and be continuing, the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly Lessee (and in any event within 15 days after such occurrenceor a Permitted Sublessee) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days30 days' prior notice to the MortgageeLessor and the Owner Participant, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe has not occurredAirframe, shall within 60 90 days of the occurrence of such Event of Loss and on at least five days' prior notice to the Lessor substitute, a Replacement Engine for any EngineEngine not then installed or held for use on the Airframe. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) title to the Replacement Engine shall thereupon vest in the Lessor free and clear of all Liens (other than Permitted Liens), (ii) title to the replaced Engine shall thereupon be vest in the Lessee (or its designee), in "as-is, where-is" condition, free and clear of all rights of the Mortgagee Lessor and the Lien of this Trust Indenture any Lessor's Liens and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to this Trust Indenture Lease and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe. Upon the substitution of a Replacement Engine, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent shall be satisfied at the OwnerLessee's sole cost and expense, expense and the Mortgagee agrees parties agree to cooperate with the Owner Lessee to the extent necessary to enable it to timely satisfy such conditions:
(i) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of each of the following documents shall be delivered to the MortgageeLessor and the Owner Participant:
(A) a Trust Indenture Lease Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to with the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may beFAA;
(B) a full warranty xxxx of sale (as to title), in form and substance satisfactory to the Lessor and the Owner Participant, covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); andLessor;
(C) UCC precautionary" Uniform Commercial Code financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee Owner Participant to protect the security ownership interests of the Mortgagee Owner Trustee in the Replacement Engine;
(D) an Officer's Certificate of the Lessee certifying that (i) in the case of a voluntary replacement only, no Specified Default shall have occurred and be continuing and (ii) (x) in the case of a voluntary replacement, the Replacement Engine has at least the same number of hours or cycles (whichever is applicable) of operation on such Replacement Engine remaining until the next scheduled life limited part replacement as the Engine it replaces, assuming such Engine had been maintained in the condition required hereunder; or (y) in the case of a mandatory replacement, the Lessee has not discriminated in its selection of the Replacement Engine (based on the leased status of the Aircraft);
(E) an opinion of qualified FAA counsel as to the due recordation of the Lease Supplement and all other documents or instruments the recordation of which is necessary to perfect and protect the rights of the Lessor in the Replacement Engine;
(F) to the extent that an engine warranty in respect of such Replacement Engine is available to the Lessee, an engine warranty assignment covering such Replacement Engine and a consent to such engine warranty assignment, in substantially the form of the Engine Warranty Assignment and Consent or otherwise in such form and substance satisfactory to the Lessor and the Owner Participant; and
(G) evidence that the insurance requirements of Section 9 with respect to an Engine are satisfied and that the insurance covering such Replacement Engine shall be of the type usually carried by the Lessee (or, in the case of a voluntary replacement, such Permitted Sublessee) with respect to similar engines, and covering risks of the kind customarily insured against by the Lessee (or, in the case of a voluntary replacement, such Permitted Sublessee);
(ii) the Owner Lessee shall furnish (or cause to be delivered furnished to) the Lessor and the Owner Participant with an opinion, reasonably satisfactory in form and substance to the Mortgagee an opinion Lessor and the Owner Participant, of counsel the Lessee's counsel, which may be the Lessee's General Counsel or Associate General Counsel, to the effect that (x) such bills of sale or other documents reasonably requested by the Lien of this Trust Indenture continues Lessor or the Owner Participant are sufficient to be in full force and effect with respect convey title to such Replacement Engine to the Replacement Engine and such evidence of compliance with Lessor and, (y) the insurance provisions Lessor is entitled to the benefits of Section 4.06 1110 with respect to such Replacement Engine to the same extent as Mortgagee shall reasonably request;with respect to the replaced Engine immediately preceding such replacement; and
(iii) either (x) the Owner Participant shall have furnished to Mortgagee received an opinion of Owner's aviation law independent tax counsel (selected by the Owner Participant and reasonably acceptable to the Lessee), reasonably satisfactory to Mortgagee and addressed to Mortgagee as the Owner Participant, to the due filing for recordation effect that there shall be no risk of adverse tax consequences resulting from such replacement (and the Trust Indenture Supplement with Owner Participant shall use its best efforts to cause a timely opinion to be delivered) or (y) the Lessee shall have provided, or caused to be provided, an indemnity in respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States any adverse tax consequences reasonably satisfactory (or, in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(ivof any voluntary substitution, satisfactory) in form and substance to the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture)Participant. Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall Lessor shall, at the expense of the Lessee, execute and deliver to the Owner Lessee such bills of sale and other documents and instruments, prepared at the Owner's expense, instruments as the Owner Lessee shall reasonably request to evidence the release transfer to the Lessee and vesting of such all right, title and interest in and to the replaced Engine from in the Lien Lessee, in "as-is, where-is" condition, free and clear of this Trust Indentureall right, title and interest of the Lessor and any Lessor's Liens; (y) the Mortgagee shall Lessor shall, at the request and expense of the Lessee, assign to the Owner Lessee all claims it may have against any other Person relating to any an Event of Loss giving rise to such substitution (other than those in respect of insurance maintained by the Owner Participant pursuant to Section 9(f)) and (z) the Owner Lessee shall be entitled to receive all insurance proceeds (other than those reserved to others under Section 4.06(b)9(f) hereof) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(dSections 9(e)(i) and 8(e)(ii).
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;; TRUST INDENTURE 14-2
(B) a full warranty xxxx bxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration (which Owner shall have caused to be effected) with the International Registry of the sale to Owner of such Replacement Engine (if occurring after February 28, 2006) and the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an any Engine under circumstances in which an such Event of Loss has not occurred with respect to the Airframe has not occurredAirframe, Owner the Company shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee Collateral Agent written notice of such Event of Loss. The Owner Whether or not an Event of Loss with respect to any Engine has occurred, the Company shall have the right at its option at any timetime so long as no Special Default or Event of Default is continuing, on at least 5 Business Days' ’ prior notice to the MortgageeCollateral Agent, to substitute, and if an Event of Loss shall have occurred with respect to an any Engine under circumstances in which an Event of Loss has not occurred with respect to the Airframe has not occurredAirframe, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee Collateral Agent and the Lien of this Trust Indenture Mortgage and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft Mortgage for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine (i) shall be an engine manufactured by the Engine Manufacturer that is of the Engine being replaced, (ii) shall be of the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the AirframeAirframe and is compatible with the other Engine, and that has (iii) shall have a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture)Mortgage) and (iv) at the time of substitution, shall be free and clear of all Liens except Permitted Liens. The Owner's Company’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's Company’s sole cost and expense, and the Mortgagee Collateral Agent agrees to cooperate with the Owner Company to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart (or, in the case of subclause (B) below, a photocopy) of each of the following documents shall be delivered to the MortgageeCollateral Agent:
(A) a Trust Indenture Mortgage Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e3.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner Company (or, at the Owner's Company’s option, other evidence of the Owner's Company’s ownership of such Replacement Engine, reasonably satisfactory to the MortgageeCollateral Agent); and
(C) UCC financing statements covering the security interests created by this Trust Indenture Mortgage (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft the Airframe may be registered) as are deemed necessary or desirable by counsel for the Mortgagee Collateral Agent or the Lenders to protect the security interests of the Mortgagee Collateral Agent in the Replacement Engine;
(ii) the Owner Company shall cause to be delivered have furnished to the Mortgagee Collateral Agent and the Lenders an opinion of counsel from counsel reasonably satisfactory to the Collateral Agent to the effect that (A) the Lien of this Trust Indenture continues to be Mortgage is in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 3.06 with respect to such Replacement Engine as Mortgagee Collateral Agent shall reasonably request;
(iii) the Owner Company shall have furnished to Mortgagee the Collateral Agent an opinion of Owner's the Company’s aviation law counsel reasonably satisfactory to Mortgagee the Collateral Agent and addressed to Mortgagee the Collateral Agent and the Lenders as to the due filing for recordation of the Trust Indenture Mortgage Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft Airframe is registered in accordance with Section 4.02(e3.02(e), as the case may be, the registration with the International Registry of (i) the International Interest granted under such Mortgage Supplement with respect to such Replacement Engine) and (ii) if the xxxx of sale referred to in clause (i)(B) above constitutes a “contract of sale” under the Cape Town Treaty, such contract of sale with respect to such Replacement Engine; and
(iv) the Owner Company shall have furnished to Mortgagee the Collateral Agent and the Lenders a certificate of a qualified aircraft engineer (who may be an employee of Ownerthe Company) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust IndentureMortgage). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall Collateral Agent shall, at the cost and expense of the Company, execute and deliver to the Owner Company such documents and instruments, prepared by the Company at the Owner's Company’s expense, as the Owner Company shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust IndentureMortgage and procure the discharge of the International Interest granted under this Mortgage in the replaced Engine, (y) the Mortgagee Collateral Agent shall assign to the Owner Company all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution substitution, if applicable, and (z) the Owner Company shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b3.06(b) or are subject to Section 3.05(f)) and and, subject to Section 3.05(f), proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d3.05(d).
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an So long as no Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to Default shall have occurred and be continuing, the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner Obligors shall have the right at its option at any time, on at least 5 Business Days30 days' prior notice to the MortgageeLead Secured Party, to substitutesubject to the Lien of this Aircraft Security Agreement, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe has not occurredAirframe, shall within 60 days of the occurrence of such Event of Loss substituteand on at least five (5) Business Days' prior notice to the Lead Secured Party shall subject to the Lien of this Aircraft Security Agreement, a Replacement Engine for any EngineEngine not then installed or held for use on the Airframe. In such event, immediately upon the effectiveness of thereof on the date set forth in such substitution notice and without further act, (i) the replaced Replacement Engine shall thereupon be subjected to the Lien of this Aircraft Security Agreement free and clear of all rights other Liens (other than Permitted Liens), and there shall have been registered with the International Registry a sale to the Obligors of such Replacement Engine and the International Interest for the benefit of the Mortgagee Lead Secured Party under this Aircraft Security Agreement, (ii) the replaced Engine shall, at the expense and request of the Obligors, be released from the Lien of this Trust Indenture Aircraft Security Agreement and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe. Upon the substitution of a Replacement Engine, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent shall be satisfied at the Owner's Obligors' sole cost and expense, expense and the Mortgagee agrees parties agree to cooperate with the Owner Obligors to the extent necessary to enable it to timely satisfy such conditions:
(i) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of each of the following documents shall be delivered to the MortgageeLead Secured Party:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC "precautionary" Uniform Commercial Code financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee Secured Parties to protect the security Lead Secured Party's interests of the Mortgagee in the Replacement Engine;
(B) an Officer's Certificate of the Obligors certifying that (i) in the case of a voluntary replacement only, no Event of Default shall have occurred and be continuing and (ii) (x) in the case of a voluntary replacement, the Replacement Engine has at least the same number of hours or cycles (whichever is applicable) of operation on such Replacement Engine remaining until the next scheduled life limited part replacement as the Engine it replaces, assuming such Engine had been maintained in the condition required hereunder; or (y) in the case of a mandatory replacement, the Obligors has not discriminated in its selection of the Replacement Engine (based on the financed status of the Aircraft);
(C) an opinion of qualified FAA counsel, with a supporting priority search certificate, as to the registrations with the International Registry referred to above and all other documents or instruments the recordation with the FAA, the International Registry, or other registrar or agency, of which is necessary to perfect and protect the rights of the Lead Secured Party in the Replacement Engine;
(D) to the extent that an engine warranty in respect of such Replacement Engine is available to the Obligors, and only to the extent assignable, an engine warranty assignment covering such Replacement Engine and a consent to such engine warranty assignment in such form and substance satisfactory to the Lead Secured Party; and
(E) evidence that the insurance requirements of Section 3.3(i) with respect to an Engine are satisfied and that the insurance covering such Replacement Engine shall be of the type usually carried by the Obligors (or, in the case of a voluntary replacement, such Permitted Lessee) with respect to similar engines, and covering risks of the kind customarily insured against by the Obligors (or, in the case of a voluntary replacement, such Permitted Lessee); and
(ii) the Owner Obligors shall furnish (or cause to be delivered furnished to) the Lead Secured Party and the Secured Parties with an opinion, reasonably satisfactory in form and substance to the Mortgagee an opinion Lead Secured Party and the Secured Parties, of the Obligors' counsel to the effect that (x) such documents reasonably requested by the Lead Secured Party or the Secured Parties are sufficient to subject such Replacement Engine to the Lien of this Trust Indenture continues to be in full force and effect with respect Aircraft Security Agreement and, (y) the Lead Secured Party is entitled to the Replacement Engine and such evidence of compliance with the insurance provisions benefits of Section 4.06 1110 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement same extent as with respect to the replaced Engine immediately preceding such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture)replacement. Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall Lead Secured Party shall, at the expense of the Obligors, execute and deliver to the Owner Obligors such documents and instruments, prepared at the Owner's expense, instruments as the Owner Obligors shall reasonably request to evidence the release of such the replaced Engine from the Lien of this Trust IndentureAircraft Security Agreement (and Lead Secured Party shall discharge or consent to the discharge of the registration of the International Interest in such replaced Engine vested in Lead Secured Party pursuant to this Aircraft Security Agreement), and (y) the Mortgagee Obligors shall assign be entitled to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(dSections 3.3(i)(iv)(A) and 3.4(e)(ii).
Appears in 1 contract
Samples: Aircraft Security Agreement (Global Aircraft Solutions, Inc.)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other TRUST INDENTURE 12-1 applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx bxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration (which Owner shall have caused to be effected) with the International Registry of the sale to Owner of such Replacement Engine (if occurring after February 28, 2006) and the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not TRUST INDENTURE 12-1 previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under in circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under in circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart (or, in the case of subclause (B) below, a true and correct copy) of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx bill of sale (as to title), covering the Replacement EngineXxxine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Southwest Airlines Co)
Substitution of Engines. Upon So long as no Specified Default shall have occurred and be continuing at the occurrence time of an Event notice or completion of Loss with respect to an Engine under circumstances in which an Event the substitution of Loss with respect to a Replacement Engine, the Airframe has not occurred, Owner shall promptly Lessee (and in any event within 15 days after such occurrenceor a Permitted Sublessee) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days30 days' prior notice to the MortgageeLessor, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe has not occurredAirframe, shall within 60 120 days of the occurrence of such Event of Loss and on at least five days' prior notice to the Lessor substitute, a Replacement Engine for any EngineEngine not then installed or held for use on the Airframe. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) title to the Replacement Engine shall thereupon vest in the Lessor free and clear of all Liens (other than Permitted Liens), (ii) title to the replaced Engine shall thereupon be vest in the Lessee (or its designee), in "as-is, where-is" condition without any representation or warranty by, or recourse to, Lessor, free and clear of all rights of the Mortgagee Lessor and the Lien of this Trust Indenture any Lessor's Liens and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to this Trust Indenture Lease and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe. At the time of the substitution of a Replacement Engine, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent shall be satisfied at the OwnerLessee's sole cost and expense, expense and the Mortgagee agrees to parties agree to, at the reasonable request of the Lessee, cooperate with the Owner Lessee to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counte rpart of each shall be delivered to the MortgageeLessor:
(A) a Trust Indenture Lease Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to with the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may beFAA;
(B) a full warranty xxxx of sale (as to titletitle and Liens), in form and substance satisfactory to the Lessor, covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement EngineLessor;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Substitution of Engines. Upon So long as no Specified Default shall have occurred and be continuing, the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly Lessee (and in any event within 15 days after such occurrenceor a Permitted Sublessee) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days30 days' prior notice to the MortgageeLessor, the Owner Participant and the Indenture Trustee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe has not occurredAirframe, shall within 60 90 days of the occurrence of such Event of Loss and on at least five days' prior notice to the Lessor substitute, a Replacement Engine for any EngineEngine not then installed or held for use on the Airframe. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) title to the Replacement Engine shall thereupon vest in the Lessor free and clear of all Liens (other than Permitted Liens), (ii) title to the replaced Engine shall thereupon be vest in the Lessee (or its designee), in "as-is, where-is" condition, free and clear of all rights of the Mortgagee Lessor and the Lien of this Trust Indenture Trustee and any Lessor's Liens and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to this Trust Indenture Lease and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe. Upon the substitution of a Replacement Engine, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent shall be satisfied at the OwnerLessee's sole cost and expense, expense and the Mortgagee agrees parties agree to cooperate with the Owner Lessee to the extent necessary to enable it to timely satisfy such conditions:
(i) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of each of the following documents shall be delivered to the MortgageeLessor:
(A) a Trust Lease Supplement covering the Replacement Engine, which shall have been duly filed for recordation with the FAA;
(B) so long as the Indenture shall not have been satisfied and discharged, an Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to with the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may beFAA;
(BC) a full warranty xxxx of sale (as to title), in form and substance satisfactory to the Lessor and the Owner Participant, covering the Replacement Engine, executed by the former owner thereof in favor of the Owner Lessor;
(orD) as long as the Indenture is in effect, at the Owner's option, other evidence such documents as may be required under Section 5.06 of the Owner's ownership of such Indenture relating to the Replacement Engine, reasonably satisfactory to the Mortgagee); and;
(Ci) UCC so long as the Indenture shall not have been satisfied and discharged, such Uniform Commercial Code financing statements covering the security interests created by this Trust the Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft the Replacement Engine may be registeredregistered in accordance with Section 5(e)), and (ii) "precautionary" Uniform Commercial Code financing statements as are deemed necessary or desirable by counsel for the Mortgagee Owner Participant or the Indenture Trustee to protect the ownership interests of the Owner Trustee and the security interests of the Mortgagee Indenture Trustee in the Replacement Engine;
(F) an Officer's Certificate of the Lessee certifying that (i) in the case of a voluntary replacement only, no Specified Default shall have occurred and be continuing and (ii) (x) in the Owner shall cause to be delivered to case of a voluntary replacement, the Mortgagee Replacement Engine has at least the same number of hours or cycles (whichever is applicable) of operation on such Replacement Engine remaining until the next scheduled life limited part replacement as the Engine it replaces, assuming such Engine had been maintained in the condition required hereunder; or (y) in the case of a mandatory replacement, the Lessee has not discriminated in its selection of the Replacement Engine (based on the leased status of the Aircraft);
(G) an opinion of qualified FAA counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Lease Supplement, the Indenture Supplement and all other documents or instruments the recordation of which is necessary to perfect and protect the rights of the Lessor and the Indenture Trustee in the Replacement Engine;
(H) to the extent that an engine warranty in respect of such Replacement Engine is available to the Lessee, an engine warranty assignment covering such Replacement Engine, in substantially the form of the Engine Warranty Assignment or otherwise in such form and substance satisfactory to the Lessor and a consent to such engine warranty assignment, in substantially the form of the Engine Warranty Assignment or otherwise in such form and substance satisfactory to the Lessor;
(I) evidence that the insurance requirements of Section 9 with respect to an Engine are satisfied and that the insurance covering such Replacement Engine under the Act or such other applicable law shall be of the jurisdiction other than type usually carried by the United States Lessee (or, in which the Aircraft is registered in accordance with Section 4.02(e), as the case may beof a voluntary replacement, such Permitted Sublessee) with respect to similar engines, and covering risks of the kind customarily insured against by the Lessee (or, in the case of a voluntary replacement, such Permitted Sublessee); and
(ivJ) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft from an engineer (who may be an employee of Ownerthe Lessee) certifying confirming that such the Replacement Engine has a value and utility and remaining useful life no less than the engine being replaced (without regard to hours or cycles).
(ii) the Lessee shall furnish (or cause to be furnished to) the Lessor, the Owner Participant, the Noteholders and cycles remaining until overhaul) at least equal the Indenture Trustee with an opinion, reasonably satisfactory in form and substance to the Lessor of the Lessee's counsel, which may be the Lessee's General Counsel or Associate General Counsel, to the effect that (x) such bills of sale or other documents reasonably requested by the Lessor are sufficient to convey title to such Replacement Engine so replaced to the Lessor and with respect to the effectiveness of the interests in the Indenture Estate which the Indenture purports to create; (assuming that such Engine had been maintained in accordance with this Trust y) the Lessor and the Indenture Trustee (as assignee of Lessor under the Indenture), are entitled to the benefits and protections of Section 1110 with respect to the Replacement Engine to the same extent as with respect to the replaced Engine immediately preceding such replacement, provided that if the -------- replaced Engine was subject to an Event of Loss, then such opinion regarding Section 1110 shall be required only in the event that a replacement engine that can so qualify is available in the Lessee's fleet or is otherwise available to the Lessee (by exchange or otherwise) without material cost to Lessee and (z) the Lease Supplement and Warranty Xxxx of Sale have been duly authorized and delivered; and
(iii) either (x) the Owner Participant shall have received an opinion of independent tax counsel (selected by the Owner Participant and reasonably acceptable to the Lessee), reasonably satisfactory to the Owner Participant, to the effect that there shall be no risk of adverse tax consequences resulting from such replacement (and the Owner Participant shall use its best efforts to cause a timely opinion to be delivered) or (y) the Lessee shall have provided, or caused to be provided, an indemnity in respect of any adverse tax consequences reasonably satisfactory (or, in the case of any voluntary substitution, satisfactory) in form and substance to the Owner Participant. Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall Lessor shall, at the expense of the Lessee, execute and deliver, and request the Indenture Trustee to execute and deliver to the Owner Lessee such bills of sale and other documents and instruments, prepared at the Owner's expense, instruments as the Owner Lessee shall reasonably request to evidence the release transfer to the Lessee and vesting of such all right, title and interest in and to the replaced Engine from in the Lien Lessee, in "as-is, where-is" condition, free and clear of this Trust Indentureall right, title and interest of the Lessor and the Indenture Trustee, and any Lessor's Liens; (y) the Mortgagee shall Lessor shall, at the request and expense of the Lessee, assign to the Owner Lessee all claims it may have against any other Person relating to any an Event of Loss giving rise to such substitution (other than those in respect of insurance maintained by the Owner Participant pursuant to Section 9(f)) and shall exercise such rights as it has to cause such assignment to be free and clear of the Lien of the Indenture and (z) the Owner Lessee shall be entitled to receive all insurance proceeds (other than those reserved to others under Section 4.06(b)9(f) hereof) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(dSections 9(e)(i) and 8(e)(ii).
Appears in 1 contract
Substitution of Engines. Upon the occurrence of If an Event of Loss with respect to an Engine occurs under circumstances in which an no Event of Loss with respect to the Airframe has not occurredoccurs, Owner shall promptly (and in any event within 15 days after such occurrence) give the notify Mortgagee written notice of such Event of Loss. The Loss Owner shall have the right at its option at any time, on at least 5 five Business Days' prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine occurs under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine, free and clear of Liens (other than Permitted Liens not of record). In such event, immediately upon the effectiveness of such substitution and without further act, (i1) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture Mortgage and shall no longer be deemed an Engine hereunder hereunder, and (ii2) such Replacement Engine shall become subject to this Trust Indenture Mortgage and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved modelmodel (but in any event the same model as the other Engine then subject to this Mortgage), and that is suitable for installation and use on the Airframe, and that has a value, utility utility, and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust IndentureMortgage). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it timely to timely satisfy such conditions:
(i1) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner Company shall have the right at its option at any time, on at least 5 Business Daystwenty (20) days' prior written notice to the MortgageeCollateral Agent, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which (not involving an Event of Loss with respect to the Airframe has not occurredto which such Engine is attached with respect to which the Company makes the prepayment required by Section 3.02(d) of the Credit Agreement or the substitution permitted by Section 3.5(a) hereof), shall within 60 thirty (30) days of after the occurrence of such Event of Loss substitute, a Replacement Engine for any Engineof the same make and model. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture Collateral Agent and shall no longer be deemed an Engine hereunder hereunder, and (ii) such Replacement Engine shall become subject to the Lien of this Trust Indenture Mortgage, free and clear of all Liens except Permitted Liens, and be deemed part of the relevant Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The OwnerCompany's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the OwnerCompany's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) The following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto and shall be in full force and effect, and an executed counterpart of each of the following documents shall be have been delivered to the MortgageeCollateral Agent:
(A) a Trust Indenture Mortgage Supplement covering the Replacement Engine, which shall have been duly Engine (filed for recordation recording pursuant to the Act Federal Aviation Act, or such the applicable laws, rules and regulations of any other applicable law of the jurisdiction other than the United States in which the relevant Aircraft of which such Engine is a part is may then be registered in accordance with Section 4.02(eas permitted hereby), as the case may be;
(B) an Officer's Certificate of the Company stating (i) that the Replacement Engine is of at least equal value, utility and remaining useful life as the Engine it replaces assuming such Engine had been maintained in the condition required hereunder and (ii) each of the conditions specified in this paragraph (e) with respect to such Replacement Engine, and any comparable provisions of any Lease permitted hereby to which such Engine is subject, have been satisfied;
(C) such Uniform Commercial Code financing statements covering the Lien created by this Mortgage as deemed necessary or desirable by counsel for the Collateral Agent to protect the security interests of the Collateral Agent in the Replacement Engine; and
(D) a full warranty xxxx certificate, reasonably acceptable to the Collateral Agent in form and substance, of sale an aircraft engineer or qualified independent aircraft appraiser certifying, with respect to such Replacement Engine, to the effect specified in Section 3.4(e)(i)(B) hereof;
(ii) Upon request by the Collateral Agent, the Company shall furnish the Collateral Agent with (A) an opinion addressed to the Collateral Agent, reasonably satisfactory in form and substance to the Collateral Agent, of the Company's counsel, which may be the Company's General Counsel or an Associate General Counsel, to the effect that such documents reasonably requested by the Collateral Agent are sufficient to cause such Replacement Engine to be subject to the Lien of this Mortgage, (B) upon recordation, an opinion of qualified FAA counsel, or if applicable, qualified counsel in the jurisdiction of the relevant Aircraft's registration addressed to the Collateral Agent, in either case satisfactory in form and substance to the Collateral Agent as to title), covering the due recordation of the Mortgage Supplement as a first priority Lien on the Replacement Engine, executed by the former owner thereof in favor registration of the Owner ownership of the Replacement Engine and the freedom from Liens of record (orexcept Permitted Liens), at and (C) such evidence of compliance with the Owner's option, insurance provisions of Section 3.6 hereof with respect to such Replacement Engine as the Collateral Agent may reasonably request; and
(iii) The Company shall have delivered to the Collateral Agent (A) a copy of the xxxx of sale respecting such Replacement Engine or other evidence of the OwnerCompany's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
Collateral Agent and (CB) UCC financing statements covering appropriate instruments assigning to the security interests created by this Trust Indenture (or any similar statements or other documents required Collateral Agent the benefits, if any, of all manufacturer's and vendor's warranties generally available and permitted to be filed or delivered pursuant to assigned by the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 Company with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture)Engine. Upon satisfaction of all conditions to such substitution, (x) the Mortgagee Collateral Agent shall execute and deliver to the Owner Company such documents and instruments, prepared at the OwnerCompany's expense, as the Owner Company shall reasonably request request, to evidence the release of such replaced Engine from the Lien of this Trust Indenture, Mortgage; (y) the Mortgagee Collateral Agent shall assign to the Owner Company all claims it may have against any other Person relating to any an Event of Loss of such replaced Engine giving rise to such substitution substitution; and (z) the Owner Company shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss of such replaced Engine giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(dSections 3.6(b)(I), second paragraph, and 3.5(d)(ii) hereof.
Appears in 1 contract
Samples: Aircraft Mortgage and Security Agreement (Northwest Airlines Corp)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to (I) an Engine under circumstances in which an Event of Loss with respect to the an Airframe has not occurredoccurred or (II) a Spare Engine, Owner the Company shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee Collateral Agent written notice of such Event of Loss. The Owner Company shall have the right at its option at any time, on at least 5 five (5) Business Days' ’ prior notice to the MortgageeCollateral Agent, to substitute, and if an Event of Loss shall have occurred with respect to (I) an Engine under circumstances in which an Event of Loss with respect to the an Airframe has not occurredoccurred or (II) a Spare Engine, shall shall, but subject to Section 2.15 of the Indenture, within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine or Spare Engine, as the case may be. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine or Spare Engine, as the case may be, shall thereupon be free and clear of all rights of the Mortgagee Collateral Agent and the Lien of this Trust Indenture C Mortgage and shall no longer be deemed an Engine or Spare Engine, as the case may be, hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture C Mortgage free and clear of all Liens (other than Permitted Liens) and be deemed part of an “Engine” or “Spare Engine” as the Aircraft case may be, for all purposes hereof to the same extent as the replaced Engine or Spare Engine, as the case may be. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine Engine, or Spare Engine, as the case may be, to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframerelevant Airframe (in the case of an Engine), and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to to, and be in as good operating condition and repair as, the Engine Engine, or Spare Engine, as the case may be, to be replaced thereby (assuming that such Engine or Spare Engine had been maintained in accordance with this Trust IndentureC Mortgage). The Owner's right to make a replacement Company’s substitution hereunder shall be subject to (x) the satisfaction of each of the requirements set forth in Section 4.11 of the Indenture, including, without limitation, each requirement for a Replacement Engine to be Collateral and each of the requirements of Section 4.11(a)(v) and (y) the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's Company’s sole cost and expense, and the Mortgagee Collateral Agent agrees to cooperate with the Owner Company to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the MortgageeCollateral Agent:
(A) a Trust Indenture C Mortgage Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Replacement Engine is a part is registered in accordance with Section 4.02(e3.02(d), as the case may be;
(B) a full warranty xxxx of sale (as to title)) xxxx of sale , covering the Replacement Engine, executed by the former owner thereof in favor of the Owner [C Mortgage and Security Agreement] Company (or, at the Owner's Company’s option, other evidence of the Owner's Company’s ownership of such Replacement Engine, reasonably satisfactory to the MortgageeCollateral Agent); and
(C) UCC financing statements and registrations with the International Registry covering the security interests created by this Trust Indenture C Mortgage (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee Collateral Agent to protect the security interests of the Mortgagee Collateral Agent in the Replacement Engine;
(ii) the Owner Company shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and Collateral Agent such evidence of compliance with the insurance provisions of Section 4.06 3.06 with respect to such Replacement Engine as Mortgagee Collateral Agent shall reasonably request;
(iii) the Owner Company shall have furnished to Mortgagee Collateral Agent (A) an opinion of Owner's counsel to the Company, or other counsel satisfactory to the Collateral Agent, addressed to the Collateral Agent, to the effect that the Replacement Engine has or have duly been made subject to the Lien of this C Mortgage, and Collateral Agent will be entitled to the benefits of Section 1110 with respect to the Replacement Engine provided that such opinion with respect to Section 1110 need not be delivered to the extent that immediately prior to such replacement the benefits of Section 1110 were not, solely by reason of a change in law or court interpretation thereof, available to Collateral Agent, and (B) an opinion of Company’s aviation law counsel reasonably satisfactory to Mortgagee Collateral Agent and addressed to Mortgagee Collateral Agent as to the due filing for recordation of the Trust Indenture C Mortgage Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the such Aircraft is registered in accordance with Section 4.02(e3.02(d), as the case may be, and the registration with the International Registry of (i) the International Interest granted under such C Mortgage Supplement with respect to such Replacement Engine and (ii) if the xxxx of sale referred to in clause (i)(B) above constitutes “contract of sale” under the Cape Town Convention, such contract of sale with respect to such Replacement Engine; and
(iv) the Owner Company shall have furnished to Mortgagee Collateral Agent a certificate of a qualified aircraft engineer (who may be an employee of Ownerthe Company) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine or Spare Engine, as the case may be, had been maintained in accordance with this Trust IndentureC Mortgage). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee Collateral Agent shall execute and deliver to the Owner Company such documents and instruments, prepared at the Owner's Company’s expense, as the Owner Company shall reasonably request to evidence the release of such replaced Engine or Spare Engine, as the case may be, from the Lien of this Trust IndentureC Mortgage, (y) the Mortgagee Collateral Agent shall assign to the Owner Company all claims it may [C Mortgage and Security Agreement] have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner Company shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b3.06(b)) and other proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in accordance with Section 4.05(d)3.05(d) hereof.
Appears in 1 contract
Samples: Mortgage and Security Agreement
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;; TRUST INDENTURE 12-2
(B) a full warranty xxxx bxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration (which Owner shall have caused to be effected) with the International Registry of the sale to Owner of such Replacement Engine (if occurring after February 28, 2006) and the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrencei) give the Mortgagee written notice of such Event of Loss. The Owner Each Grantor shall have the right at its option at any time, on at least 5 Business Days' five (5) days’ prior notice to the MortgageeCollateral Agent and the Appropriate Party, at such Grantor’s sole cost and expense, to substitutesubstitute an Additional Engine to replace any Engine (such replaced Engine, and the “Replaced Engine”) (including, if an Event so elected by such Grantor, in satisfaction of Loss shall have occurred with respect any applicable obligations in relation to an Engine under circumstances in which an Event of Loss with respect to such Engine) in accordance with the Airframe has not occurred, shall within 60 days requirements of Section 6.17(b)(iii) of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution Loan Agreement and without further act, (iSection 4(o) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced EngineAnnex. Such Replacement Additional Engine shall be an engine manufactured by the Manufacturer of the Replaced Engine Manufacturer that is the same model as the Engine to be replaced therebyReplaced Engine, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Replaced Engine to be replaced thereby (assuming that such the Replaced Engine had been maintained in accordance with this Trust IndentureAgreement (and, as applicable, had not suffered such Event of Loss). The Owner's , which value and utility shall be established by an Appraisal delivered pursuant to the terms of this Agreement; provided that, until an Appraisal is obtained for such Additional Engine, it shall be deemed to have the same Appraised Value of zero).
(ii) Each Grantor’s right to make a replacement substitution hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) delivery of the following conditions precedent at the Owner's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering written request from the Replacement Engineapplicable Grantor, which shall have been duly filed for recordation pursuant to the Act or such other applicable law requesting release of the jurisdiction other than Replaced Engine from Collateral and specifically describing the United States in which the Aircraft of which such Replaced Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
and (B) a full warranty xxxx certificate of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor a Responsible Officer of such Grantor providing:
1. a description of the Owner (or, at the Owner's option, other evidence Replaced Engine which shall be identified by Manufacturer’s name and serial number;
2. a description of the Owner's ownership of such Replacement Engine, reasonably satisfactory to Additional Engine (including the Mortgagee); and
(CManufacturer’s name and serial number) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) received as are deemed necessary or desirable by counsel consideration for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Replaced Engine;
(ii) 3. that on the Owner shall cause to be delivered date of the Mortgage Supplement relating to the Mortgagee an opinion Additional Engine, such Grantor will be the legal owner of counsel to such Additional Engine free and clear of all Liens (other than the effect Lien under this Agreement and Permitted Liens);
4. that the Lien of insurance required by this Trust Indenture continues to be Agreement is in full force and effect with respect to the Replacement such Additional Engine and all premiums then due thereon have been paid in full;
5. that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of such evidence Additional Engine; and
6. that the conditions set forth in Section 6.17(b)(iii) of compliance with the insurance provisions Loan Agreement and Section 4(o) of Section 4.06 with respect this Annex have been satisfied after giving effect to such Replacement Engine as Mortgagee substitution (it being understood and agreed, for the avoidance of doubt, that any reference in Section 6.17(b)(iii) of the Loan Agreement to existing Additional Collateral shall reasonably request;include such Replaced Engine).
(iii) Immediately upon the Owner shall have furnished to Mortgagee an opinion satisfaction of Owner's aviation law counsel reasonably satisfactory to Mortgagee conditions set forth in this Section 4(q) of this Annex and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e)without further act, as the case may be; and
(ivA) the Owner Replaced Engine shall have furnished to Mortgagee a certificate thereupon be released from and be free and clear of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee Agreement and shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution no longer be deemed Collateral and (zB) the Owner such Additional Engine shall receive all insurance proceeds (other than those reserved become subject to others under Section 4.06(b)) this Agreement as an Engine and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d)Collateral.
Appears in 1 contract
Samples: Pledge and Security Agreement (Sun Country Airlines Holdings, Inc.)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other TRUST INDENTURE 10-1 applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx bxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration (which Owner shall have caused to be effected) with the International Registry of the sale to Owner of such Replacement Engine (if occurring after February 28, 2006) and the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not TRUST INDENTURE 10-1 previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly The Company (and in any event within 15 days after such occurrenceor a Permitted Lessee) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days30 days' prior notice to the MortgageeIndenture Trustee and the Indenture Trustee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurredEngine, shall within 60 90 days of the occurrence of such Event of Loss and on at least five days' prior notice to the Indenture Trustee substitute, a Replacement Engine for any EngineEngine not then installed or held for use on the Airframe. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and released from the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to the Lien of this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine originally installed on or attached to the Airframe. Upon the substitution of a Replacement Engine. Such Replacement Engine , the conditions set forth in Section 9.08 shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent satisfied at the OwnerCompany's sole cost and expense, expense and the Mortgagee agrees parties agree to cooperate with the Owner Company to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee Indenture Trustee shall execute and deliver to the Owner Company such documents and instruments, prepared at the Owner's expense, instruments as the Owner Company shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, ; (y) the Mortgagee Indenture Trustee shall assign to the Owner Company all claims it may have against any other Person relating to any an Event of Loss giving rise to such substitution and (z) the Owner Company shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(dSections 4.05(e)(i) and 4.04(e)(ii).
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five Business Days' prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following applicable conditions precedent set forth in Section 4.05(c) at the Owner's sole 2002 EETC - Mortgage (Owned) (10) cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's option, other evidence of the Owner's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Substitution of Engines. Upon So long as no Specified Default shall have occurred and be continuing, the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly Lessee (and in any event within 15 days after such occurrenceor a Permitted Sublessee) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days30 days' prior notice to the MortgageeLessor, the Owner Participant and the Indenture Trustee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe has not occurredAirframe, shall within 60 90 days of the occurrence of such Event of Loss and on at least five days' prior notice to the Lessor substitute, a Replacement Engine for any EngineEngine not then installed or held for use on the Airframe. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) title to the Replacement Engine shall thereupon vest in the Lessor free and clear of all Liens (other than Permitted Liens), (ii) title to the replaced Engine shall thereupon be vest in the Lessee (or its designee), in "as-is, where-is" condition, free and clear of all rights of the Mortgagee Lessor and the Lien of this Trust Indenture Trustee and any Lessor's Liens and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to this Trust Indenture Lease and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe. Upon the substitution of a Replacement Engine, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent shall be satisfied at the OwnerLessee's sole cost and expense, expense and the Mortgagee agrees parties agree to cooperate with the Owner Lessee to the extent necessary to enable it to timely satisfy such conditions:
(i) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of each of the following documents shall be delivered to the MortgageeLessor, the Owner Participant and, if the Indenture is in effect, the Indenture Trustee:
(A) a Trust Lease Supplement covering the Replacement Engine, which shall have been duly filed for recordation with the FAA;
(B) so long as the Indenture shall not have been satisfied and discharged, an Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to with the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may beFAA;
(BC) a full warranty xxxx of sale (as to title), in form and substance satisfactory to the Lessor and the Owner Participant, covering the Replacement Engine, executed by the former owner thereof in favor of the Owner Lessor;
(orD) as long as the Indenture is in effect, at the Owner's option, other evidence such documents as may be required under Section 9.08 of the Owner's ownership of such Indenture relating to the Replacement Engine, reasonably satisfactory to the Mortgagee); and;
(CE) UCC (i) so long as the Indenture shall not have been satisfied and discharged, such Uniform Commercial Code financing statements covering the security interests created by this Trust the Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft the Replacement Engine may be registeredregistered in accordance with Section 5(e)), and (ii) "precautionary" Uniform Commercial Code financing statements as are deemed necessary or desirable by counsel for the Mortgagee Owner Participant or the Indenture Trustee to protect the ownership interests of the Owner Trustee and the security interests of the Mortgagee Indenture Trustee in the Replacement Engine;
(F) an Officer's Certificate of the Lessee certifying that (i) in the case of a voluntary replacement only, no Specified Default shall have occurred and be continuing and (ii) (x) in the case of a voluntary replacement, the Replacement Engine has at least the same number of hours or cycles (whichever is applicable) of operation on such Replacement Engine remaining until the next scheduled life limited part replacement as the Engine it replaces, assuming such Engine had been maintained in the condition required hereunder; or (y) in the case of a mandatory replacement, the Lessee has not discriminated in its selection of the Replacement Engine (based on the leased status of the Aircraft);
(G) an opinion of qualified FAA counsel as to the due recordation of the Lease Supplement, the Indenture Supplement and all other documents or instruments the recordation of which is necessary to perfect and protect the rights of the Lessor and the Indenture Trustee in the Replacement Engine;
(H) to the extent that an engine warranty in respect of such Replacement Engine is available to the Lessee, an engine warranty assignment covering such Replacement Engine, in substantially the form of the Engine Warranty Assignment or otherwise in such form and substance satisfactory to the Lessor and the Owner Participant and a consent to such engine warranty assignment, in substantially the form of the Engine Warranty Assignment or otherwise in such form and substance satisfactory to the Lessor and the Owner Participant; and
(I) evidence that the insurance requirements of Section 9 with respect to an Engine are satisfied and that the insurance covering such Replacement Engine shall be of the type usually carried by the Lessee (or, in the case of a voluntary replacement, such Permitted Sublessee) with respect to similar engines, and covering risks of the kind customarily insured against by the Lessee (or, in the case of a voluntary replacement, such Permitted Sublessee);
(ii) the Owner Lessee shall furnish (or cause to be delivered furnished to) the Lessor, the Owner Participant and the Indenture Trustee with an opinion, reasonably satisfactory in form and substance to the Mortgagee an opinion Lessor, the Owner Participant and the Indenture Trustee, of counsel the Lessee's counsel, which may be the Lessee's General Counsel or Associate General Counsel, to the effect that (x) such bills of sale or other documents reasonably requested by the Lien of this Trust Lessor, the Owner Participant or the Indenture continues Trustee are sufficient to be in full force convey title to such Replacement Engine to the Lessor and effect with respect to the Replacement Engine effectiveness of the interests in the Trust Indenture Estate which the Indenture purports to create and, (y) the Lessor and such evidence the Indenture Trustee (as assignee of compliance with Lessor under the insurance provisions Indenture), are entitled to the benefits of Section 4.06 1110 with respect to such Replacement Engine to the same extent as Mortgagee shall reasonably request;with respect to the replaced Engine immediately preceding such replacement; and
(iii) either (x) the Owner Participant shall have furnished to Mortgagee received an opinion of Owner's aviation law independent tax counsel (selected by the Owner Participant and reasonably acceptable to the Lessee), reasonably satisfactory to Mortgagee and addressed to Mortgagee as the Owner Participant, to the due filing for recordation effect that there shall be no risk of adverse tax consequences resulting from such replacement (and the Trust Indenture Supplement with Owner Participant shall use its best efforts to cause a timely opinion to be delivered) or (y) the Lessee shall have provided, or caused to be provided, an indemnity in respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States any adverse tax consequences reasonably satisfactory (or, in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(ivof any voluntary substitution, satisfactory) in form and substance to the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture)Participant. Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall Lessor shall, at the expense of the Lessee, execute and deliver, and request the Indenture Trustee to execute and deliver to the Owner Lessee such bills of sale and other documents and instruments, prepared at the Owner's expense, instruments as the Owner Lessee shall reasonably request to evidence the release transfer to the Lessee and vesting of such all right, title and interest in and to the replaced Engine from in the Lien Lessee, in "as-is, where-is" condition, free and clear of this Trust Indentureall right, title and interest of the Lessor and the Indenture Trustee, and any Lessor's Liens; (y) the Mortgagee shall Lessor shall, at the request and expense of the Lessee, assign to the Owner Lessee all claims it may have against any other Person relating to any an Event of Loss giving rise to such substitution and shall exercise such rights as it has to cause such assignment to be free and clear of the Lien of the Indenture and (z) the Owner Lessee shall be entitled to receive all insurance proceeds (other than those reserved to others under Section 4.06(b)9(f) hereof) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(dSections 9(e)(i) and 8(e)(ii).
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly The Lessee (and in any event within 15 days after such occurrenceor a Permitted Sublessee) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days30 days' prior notice to the MortgageeLessor and the Indenture Trustee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurredEngine, shall within 60 90 days of the occurrence of such Event of Loss and on at least five days' prior notice to the Lessor substitute, a Replacement Engine for any EngineEngine not then installed or held for use on the Airframe. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) title to the Replacement Engine shall thereupon vest in the Lessor free and clear of all Liens (other than Permitted Liens), (ii) title to the replaced Engine shall thereupon be vest in the Lessee (or its designee), in "as-is, where-is" condition, free and clear of all rights of the Mortgagee Lessor and the Lien of this Trust Indenture Trustee and any Lessor's Liens and shall no longer be deemed an Engine hereunder hereunder, and (iiiii) such Replacement Engine shall become subject to this Trust Indenture Lease and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe. Upon the substitution of a Replacement Engine, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent shall be satisfied at the OwnerLessee's sole cost and expense, expense and the Mortgagee agrees parties agree to cooperate with the Owner Lessee to the extent necessary to enable it to timely satisfy such conditions:
(i) the following documents shall be duly authorized, executed and delivered by the respective party or parties thereto, and an executed counterpart of each of the following documents shall be delivered to the MortgageeLessor, the Owner Participant and, if the Indenture is in effect, the Indenture Trustee:
(A) a Trust Lease Supplement covering the Replacement Engine, which shall have been duly filed for recordation with the FAA;
(B) so long as the Indenture shall not have been satisfied and discharged, an Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to with the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may beFAA;
(BC) a full warranty xxxx of sale (as to title), in form and substance satisfactory to the Lessor, covering the Replacement Engine, executed by the former owner thereof in favor of the Owner Lessor;
(orD) as long as the Indenture is in effect, at the Owner's option, other evidence such documents as may be required under Section 9.08 of the Owner's ownership of such Indenture relating to the Replacement Engine, reasonably satisfactory to the Mortgagee); and;
(Ci) UCC so long as the Indenture shall not have been satisfied and discharged, such Uniform Commercial Code financing statements covering the security interests created by this Trust the Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft the Replacement Engine may be registeredregistered in accordance with Section 5(e)), and (ii) "precautionary" Uniform Commercial Code financing statements as are deemed necessary or desirable by counsel for the Mortgagee Owner Participant or the Indenture Trustee to protect the ownership interests of the Owner Trustee and the security interests of the Mortgagee Indenture Trustee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(ivF) an Officer's Certificate of the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) Lessee certifying that such the Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) is of at least equal to value and utility, and in as good operating condition, as the Engine so replaced (it replaces assuming that such Engine had been maintained in accordance the condition required hereunder; and
(ii) upon request by the Lessor or the Indenture Trustee, the Lessee shall furnish the Lessor and the Indenture Trustee with this Trust Indenture)an opinion, reasonably satisfactory in form and substance to the Lessor and the Indenture Trustee, of the Lessee's counsel, which may be the Lessee's General Counsel or Associate General Counsel, to the effect that such bills of sale or other documents reasonably requested by the Lessor or the Indenture Trustee are sufficient to convey title to such Replacement Engine to the Lessor and with respect to the effectiveness of the interests in the Indenture Estate which the Indenture purports to create. Upon satisfaction of all conditions to such substitution, (x) the Mortgagee Lessor shall execute and deliver, and cause the Indenture Trustee to execute and deliver to the Owner Lessee such bills of sale and other documents and instruments, prepared at the Owner's expense, instruments as the Owner Lessee shall reasonably request to evidence the release transfer to the Lessee and vesting of such all right, title and interest in and to the replaced Engine from in the Lien Lessee, in "as-is, where-is" condition, free and clear of this Trust Indentureall right, title and interest of the Lessor and the Indenture Trustee, and any Lessor's Liens; (y) the Mortgagee Lessor shall assign to the Owner Lessee all claims it may have against any other Person relating to any an Event of Loss giving rise to such substitution and shall exercise such rights as it has to cause such assignment to be free and clear of the Lien of the Indenture and (z) the Owner Lessee shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)9(f) hereof) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(dSections 9(e)(i) and 8(e)(B).
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;; TRUST INDENTURE 14-1
(B) a full warranty xxxx bxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration (which Owner shall have caused to be effected) with the International Registry of the sale to Owner of such Replacement Engine (if occurring after February 28, 2006) and the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner Company shall have the right at its option at any time, on at least 5 Business Daystwenty (20) days' prior written notice to the MortgageeCollateral Agent, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which (not involving an Event of Loss with respect to the Airframe has not occurredto which such Engine is attached with respect to which the Company makes the prepayment required by Section 4.02(e) of the Credit Agreement or the substitution permitted by Section 3.5(a)), shall within 60 thirty (30) days of after the occurrence of such Event of Loss substitute, substitute a Replacement Engine for any Engineof the same make and model. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture Collateral Agent and shall no longer be deemed an Engine hereunder hereunder, and (ii) such Replacement Engine shall become subject to the Lien of this Trust Indenture Mortgage, free and clear of all Liens except Permitted Liens, and be deemed part of the relevant Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The OwnerCompany's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the OwnerCompany's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) The following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto and shall be in full force and effect, and an executed counterpart of each of the following documents shall be have been delivered to the MortgageeCollateral Agent:
(A) a Trust Indenture Mortgage Supplement covering the Replacement Engine, which shall have been duly Engine (filed for recordation recording pursuant to the Act Federal Aviation Act, or such the applicable laws, rules and regulations of any other applicable law of the jurisdiction other than the United States in which the relevant Aircraft of which such Engine is a part is may then be registered in accordance with Section 4.02(eas permitted hereby), as the case may be;
(B) an Officer's Certificate of the Company stating (i) that the Replacement Engine is of at least equal value, utility and remaining useful life as the Engine it replaces assuming such Engine had been maintained in the condition required hereunder and (ii) each of the conditions specified in this paragraph (e) with respect to such Replacement Engine, and any comparable provisions of any Lease permitted hereby to which such Engine is subject, have been satisfied;
(C) such Uniform Commercial Code financing statements covering the Lien created by this Mortgage as deemed necessary or desirable by counsel for the Collateral Agent to protect the security interests of the Collateral Agent in the Replacement Engine; and
(D) a full warranty xxxx certificate, reasonably acceptable to the Collateral Agent in form and substance, of sale an aircraft engineer or qualified independent aircraft appraiser certifying, with respect to such Replacement Engine, to the effect specified in Section 3.4(e)(i)(B) hereof;
(ii) Upon request by the Collateral Agent, the Company shall furnish the Collateral Agent with (A) an opinion addressed to the Collateral Agent, reasonably satisfactory in form and substance to the Collateral Agent, of the Company's counsel, which may be the Company's General Counsel or an Associate General Counsel, to the effect that such documents reasonably requested by the Collateral Agent are sufficient to cause such Replacement Engine to be subject to the Lien of this Mortgage, (B) upon recordation, an opinion of qualified FAA counsel, or if applicable, qualified counsel in the jurisdiction of the relevant Aircraft's registration addressed to the Collateral Agent, in either case satisfactory in form and substance to the Collateral Agent as to title), covering the due recordation of the Mortgage Supplement as a first priority Lien on the Replacement Engine, executed by the former owner thereof in favor registration of the Owner ownership of the Replacement Engine and the freedom from Liens of record (orexcept Permitted Liens), at and (C) such evidence of compliance with the Owner's option, insurance provisions of Section 3.6 hereof with respect to such Replacement Engine as the Collateral Agent may reasonably request; and
(iii) The Company shall have delivered to the Collateral Agent (A) a copy of the xxxx of sale respecting such Replacement Engine or other evidence of the OwnerCompany's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
Collateral Agent and (CB) UCC financing statements covering appropriate instruments assigning to the security interests created by this Trust Indenture (or any similar statements or other documents required Collateral Agent the benefits, if any, of all manufacturer's and vendor's warranties generally available and permitted to be filed or delivered pursuant to assigned by the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 Company with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture)Engine. Upon satisfaction of all conditions to such substitution, (x) the Mortgagee Collateral Agent shall execute and deliver to the Owner Company such documents and instruments, prepared at the OwnerCompany's expense, as the Owner Company shall reasonably request request, to evidence the release of such replaced Engine from the Lien of this Trust Indenture, Mortgage; (y) the Mortgagee Collateral Agent shall assign to the Owner Company all claims it may have against any other Person relating to any an Event of Loss of such replaced Engine giving rise to such substitution substitution; and (z) the Owner Company shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss of such replaced Engine giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(dSections 3.6(b)(I), second paragraph, and 3.5(d)(ii) hereof.
Appears in 1 contract
Samples: Aircraft Mortgage and Security Agreement (Northwest Airlines Corp)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer or another manufacturer that is the same model as the Engine to be replaced thereby, or an a comparable or TRUST INDENTURE 22-1 (A and B) 34 improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaulcycles) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration (which Owner shall have caused to be effected) with the International Registry of the sale to Owner of such Replacement Engine (if occurring after February 28, 2006) and the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine; andand TRUST INDENTURE 22-1 (A and B) 35
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaulcycles) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Samples: Note Purchase Agreement (Sun Country Airlines Holdings, Inc.)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart (or, in the case of subclause (B) below, a photocopy) of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx bxxx of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration with the International Registry of (i) the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine and (ii) if the bxxx of sale referred to in clause (i)(B) above constitutes a “contract of sale” under the Cape Town Treaty, such contract of sale with respect to such Replacement Engine; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Southwest Airlines Co)
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall have the right at its option at any time, on at least 5 five Business Days' ’ prior notice to the Mortgagee, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, shall within 60 days of the occurrence of such Event of Loss substitute, a Replacement Engine for any Engine. In such event, immediately upon the effectiveness of such substitution and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed an Engine hereunder and (ii) such Replacement Engine shall become subject to this Trust Indenture and be deemed part of the Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer or another manufacturer that is the same model as the Engine to be replaced thereby, or an a comparable or improved model, and that is suitable for installation and use on the Airframe, and that has a value, value and utility and remaining useful life (without regard to hours and cycles remaining until overhaulcycles) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The Owner's ’s right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the Owner's ’s sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) an executed counterpart of each of the following documents shall be delivered to the Mortgagee:
(A) a Trust Indenture Supplement covering the Replacement Engine, which shall have been duly filed for recordation pursuant to the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft of which such Engine is a part is registered in accordance with Section 4.02(e), as the case may be;
(B) a full warranty xxxx bill of sale (as to title), covering the Replacement Engine, executed by the former owner thereof in favor of the Owner (or, at the TRUST INDENTURE 2023-1 33 Owner's ’s option, other evidence of the Owner's ’s ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
(C) UCC financing statements covering the security interests created by this Trust Indenture (or any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's ’s aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be, and the registration (which Owner shall have caused to be effected) with the International Registry of the sale to Owner of such Replacement Engine and the International Interest granted under such Trust Indenture Supplement with respect to such Replacement Engine; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaulcycles) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture). Upon satisfaction of all conditions to such substitution, (x) the Mortgagee shall execute and deliver to the Owner such documents and instruments, prepared at the Owner's ’s expense, as the Owner shall reasonably request to evidence the release of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee shall assign to the Owner all claims it may have against any other Person relating to any Event of Loss giving rise to such substitution and (z) the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(d).
Appears in 1 contract
Substitution of Engines. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which an Event of Loss with respect to the Airframe has not occurred, Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner Company shall have the right at its option at any time, on at least 5 Business Daystwenty (20) days' prior written notice to the MortgageeCollateral Agent, to substitute, and if an Event of Loss shall have occurred with respect to an Engine under circumstances in which (not involving an Event of Loss with respect to the Airframe has not occurredto which such Engine is attached with respect to which the Company reduces the Total Revolving Commitments as required by Section 7.5(a)(iii) of the Credit Agreement or makes the substitution permitted by Section 3.5(a) hereof), shall within 60 thirty (30) days of after the occurrence of such Event of Loss substitute, a Replacement Engine for any Engineof the same make and model. In such event, immediately upon the effectiveness of such substitution on the date set forth in such notice and without further act, (i) the replaced Engine shall thereupon be free and clear of all rights of the Mortgagee and the Lien of this Trust Indenture Collateral Agent and shall no longer be deemed an Engine hereunder hereunder, and (ii) such Replacement Engine shall become subject to the Lien of this Trust Indenture Mortgage, free and clear of all Liens except Permitted Liens, and be deemed part of the relevant Aircraft for all purposes hereof to the same extent as the replaced Engine. Such Replacement Engine shall be an engine manufactured by Engine Manufacturer that is the same model as the Engine originally installed on or attached to be replaced thereby, or an improved model, and that is suitable for installation and use on the Airframe, and that has a value, utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine to be replaced thereby (assuming that such Engine had been maintained in accordance with this Trust Indenture). The OwnerCompany's right to make a replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such replacement) of the following conditions precedent at the OwnerCompany's sole cost and expense, and the Mortgagee agrees to cooperate with the Owner to the extent necessary to enable it to timely satisfy such conditions:
(i) The following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto and shall be in full force and effect, and an executed counterpart of each of the following documents shall be have been delivered to the Mortgagee:Collateral Agent (except that any financing statements under the UCC shall only be executed if so required by the UCC):
(A) a Trust Indenture Mortgage Supplement covering the Replacement Engine, which shall have been duly Engine (filed for recordation recording pursuant to the Act Federal Aviation Act, or such the applicable laws, rules and regulations of any other applicable law of the jurisdiction other than the United States in which the relevant Aircraft of which such Engine is a part is may then be registered in accordance with Section 4.02(eas permitted hereby), as the case may be;
(B) an Officer's Certificate of the Company stating (i) that the Replacement Engine is of at least equal value, utility and remaining useful life as the Engine it replaces assuming such Engine had been maintained in the condition required hereunder and (ii) each of the conditions specified in this paragraph (e) with respect to such Replacement Engine, and any comparable provisions of any Lease permitted hereby to which such Engine is subject, have been satisfied;
(C) such UCC financing statements covering the Lien created by this Mortgage as deemed necessary or desirable by counsel for the Collateral Agent to protect the security interests of the Collateral Agent in the Replacement Engine; and
(D) a full warranty xxxx certificate, reasonably acceptable to the Collateral Agent in form and substance, of sale an aircraft engineer or qualified independent aircraft appraiser certifying, with respect to such Replacement Engine, to the effect specified in Section 3.4(e)(i)(B) hereof;
(ii) Upon request by the Collateral Agent, the Company shall furnish the Collateral Agent with (A) an opinion addressed to the Collateral Agent, reasonably satisfactory in form and substance to the Collateral Agent, of the Company's counsel, which may be the Company's General Counsel or an Associate General Counsel, to the effect that such documents reasonably requested by the Collateral Agent are sufficient to cause such Replacement Engine to be subject to the Lien of this Mortgage, (B) upon recordation, an opinion of qualified FAA counsel, or if applicable, qualified counsel in the jurisdiction of the relevant Aircraft's registration addressed to the Collateral Agent, in either case satisfactory in form and substance to the Collateral Agent as to title), covering the due recordation of the Mortgage Supplement as a first priority Lien on the Replacement Engine, executed by the former owner thereof in favor registration of the Owner ownership of the Replacement Engine and the freedom from Liens of record (orexcept Permitted Liens), at and (C) such evidence of compliance with the Owner's option, insurance provisions of Section 3.6(b) hereof with respect to such Replacement Engine as the Collateral Agent may reasonably request; and
(iii) The Company shall have delivered to the Collateral Agent (A) a copy of the xxxx of sale respecting such Replacement Engine or other evidence of the OwnerCompany's ownership of such Replacement Engine, reasonably satisfactory to the Mortgagee); and
Collateral Agent and (CB) UCC financing statements covering appropriate instruments assigning to the security interests created by this Trust Indenture (or any similar statements or other documents required Collateral Agent the benefits, if any, of all manufacturer's and vendor's warranties generally available and permitted to be filed or delivered pursuant to assigned by the laws of the jurisdiction in which such Aircraft may be registered) as are deemed necessary or desirable by counsel for the Mortgagee to protect the security interests of the Mortgagee in the Replacement Engine;
(ii) the Owner shall cause to be delivered to the Mortgagee an opinion of counsel to the effect that the Lien of this Trust Indenture continues to be in full force and effect with respect to the Replacement Engine and such evidence of compliance with the insurance provisions of Section 4.06 Company with respect to such Replacement Engine as Mortgagee shall reasonably request;
(iii) the Owner shall have furnished to Mortgagee an opinion of Owner's aviation law counsel reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due filing for recordation of the Trust Indenture Supplement with respect to such Replacement Engine under the Act or such other applicable law of the jurisdiction other than the United States in which the Aircraft is registered in accordance with Section 4.02(e), as the case may be; and
(iv) the Owner shall have furnished to Mortgagee a certificate of a qualified aircraft engineer (who may be an employee of Owner) certifying that such Replacement Engine has a value and utility and remaining useful life (without regard to hours and cycles remaining until overhaul) at least equal to the Engine so replaced (assuming that such Engine had been maintained in accordance with this Trust Indenture)Engine. Upon satisfaction of all conditions to such substitution, (x) the Mortgagee Collateral Agent shall execute and deliver to the Owner Company such documents and instruments, prepared at the OwnerCompany's expense, as the Owner Company shall reasonably request request, to evidence the release of such replaced Engine from the Lien of this Trust Indenture, Mortgage; (y) the Mortgagee Collateral Agent shall assign to the Owner Company all claims it may have against any other Person relating to any an Event of Loss of such replaced Engine giving rise to such substitution substitution; and (z) the Owner Company shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds in respect of any Event of Loss of such replaced Engine giving rise to such replacement to the extent not previously applied to the purchase price of the Replacement Engine as provided in Section 4.05(dSections 3.6(b)(I), second paragraph, and 3.5(d)(ii) hereof.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Northwest Airlines Corp)
