Additional Conditions As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require:
(i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and
(ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.
General Condition The Aircraft will:
(a) be clean by international airline standards;
(b) have installed the full complement of engines and other material equipment, parts and accessories and loose equipment required under the Agreed Maintenance Program and installed in the other Boeing/▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MD-87 aircraft operated by Lessee (together with any additions and improvements thereto, or replacements thereof, effected pursuant to and in accordance with this Agreement) and be in a condition suitable for immediate operation in commercial service;
(c) be airworthy, conform to type design and be in a condition for safe operation with all equipment, components and systems operating in accordance with their intended use and within limits established by the manufacturer and approved by the Aviation Authority, and all pilot discrepancies and deferred maintenance items cleared on a terminating action basis;
(d) have a U.S. Standard Transport Category Certificate of Airworthiness issued by the FAA in accordance with FAR Part 129 (or if required by the Lessor, be eligible for a valid export certificate of airworthiness with respect to the Aircraft issued by the Aviation Authority) and unconditionally meet all FAA requirements for immediate operations under FAR Part 129;
(e) comply with the manufacturer's original specification to the extent that it so complied on the date of this Agreement and subject to any alterations made pursuant to and in accordance with this Agreement after such date;
(f) have undergone, immediately prior to redelivery, the MSG-3 equivalent of a "C" Check in accordance with the Agreed Maintenance Program so that all Airframe inspections falling due within the next 3,000 hours, 3,000 cycles or twelve months (whichever is applicable and most limiting) of operation in accordance with the Agreed Maintenance Program have been accomplished;
(g) if the Flight Hours of the Airframe remaining until the scheduled completion of the Major Checks (collectively, a "Complete Heavy Work Package") on the Expiry Date are:
(i) less than on the Delivery Date, then the Lessee shall pay to the Lessor an amount equal to the product of (a) the number of Flight Hours remaining until the scheduled completion of a Complete Heavy Work Package as of the Expiry Date that are less than the number of Flight Hours that were remaining until the scheduled completion of a Complete Heavy Work Package as of the Delivery Date (b) multiplied by US$50.00, provided, however, that no payment shall be due from -------- ------- Lessee under this clause (g)(i) if, immediately preceding the redelivery of the Aircraft, the Lessee has performed a Complete Heavy Work Package;
(ii) more than on the Delivery Date, then the Lessor shall pay to the Lessee an amount equal to the product of (a) the number of Flight Hours remaining until the scheduled completion of a Complete Heavy Work Package as of the Expiry Date that are more than the number of Flight Hours that were remaining until the scheduled completion of a Complete Heavy Work Package as of the Delivery Date (b) multiplied by US$50.00; For the avoidance of doubt, any amounts due to the Lessor pursuant to this clause (g) may be set off against any amounts due to Lessee pursuant to paragraphs (b) or (d) of Schedule 10 and a payment made for the net amount due;
(h) have complied with all airworthiness directives and mandatory orders affecting that model of Aircraft issued by the Aviation Authority (and, if different, the FAA) that are required terminating action during the Term;
(i) no special or unique manufacturer inspection or check requirements specific to the Aircraft will exist unless there is no terminating action available from any source;
(j) have installed all applicable vendor's and manufacturer's service bulletin kits received free of charge by the Lessee that are appropriate for the Aircraft and, to the extent not installed, those kits which have been received with respect to this Aircraft will be furnished free of charge to the Lessor;
(k) be free of any system-related leaks which are outside maintenance manual limitations;
(l) all fluid reservoirs (including fuel, oil, oxygen, hydraulic and water) will be full, and the waste tank serviced in accordance with the manufacturer's instructions;
(m) if required under the Approved Maintenance Program, all fuel tanks will have recently undergone an anti-fungus/biological growth contamination laboratory evaluation, and any excessive levels of contamination corrected;
(n) have an FAA-approved aging aircraft program in operation and up-to-date; and
(o) have all signs and decals clean, secure and legible.
Special Condition With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be indemnified pursuant to this Section 1 against any Liability unless such Liability arises by reason of the Board Member’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in such Section 17(h) of the Investment Company Act of 1940, as amended (“Disabling Conduct”).
Financial Condition (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the issuance of the Senior Unsecured Notes and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31, 2005, assuming that the events specified in the preceding sentence had actually occurred at such date.
(b) The audited consolidated balance sheets of the Borrower as at December 31, 2005, December 31, 2004 and December 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.
ORIGINAL CONDITIONS A. All reinsurance under this Contract shall be subject to the same rates, terms, conditions, waivers and interpretations and to the same modifications and alterations as the Policy, subject to the terms and conditions of this Contract, and the Reinsurer shall be credited with its exact proportion of the Insured's premiums due to the Company under the Policy.
B. Nothing herein shall in any manner create any obligation or establish any right against the Reinsurer in favor of third parties or any persons not parties to this Contract except as provided with respect to the Insured in this Contract or in the Assumption of Liability Endorsement.
C. In the event of a Quota Share Reduction, as that term is defined under the Policy, each Subscribing Reinsurer's participation percentage in this Contract shall be increased in the proportion that 100% bears to the total Subscribing Reinsurer's participation after the Quota Share Reduction. For the avoidance of doubt, such participation percentage increase is necessary to account for the reduction provisions of the Reduction Under Quota Share Contract Article of the Policy. If applicable, the Remaining Aggregate Retention, as that term is defined under the Policy, would likewise be adjusted. Any termination of a Subscribing Reinsurer's participation in this Contract shall not require the consent of any other Subscribing Reinsurer. As respects each Subscribing Reinsurer still participating on this Contract following the Reinsurer Reduction Date, as that term is defined under the Policy, in no event shall its share of the aggregate limit following the Reinsurer Reduction Date be greater than its share of the aggregate limit prior to the Reinsurer Reduction Date, notwithstanding that its participation percentage may increase as a result thereof. As an example, where the aggregate limit is $300,000,000 with each of three Subscribing Reinsurers retaining a 33.33% share ($100,000,000 each), and one Subscribing Reinsurer's share is terminated, then the resulting aggregate limit becomes $200,000,000 with each of the two remaining Subscribing Reinsurers retaining a 50.00% share (i.e., 33.33% x 100%/66.67%). As respects each of the two remaining Subscribing Reinsurers, its share of the aggregate limit shall remain at $100,000,000.