Administrative Agent Undertakings. The Administrative Agent hereby covenants with MSAF Group that it will conduct its business such that it is a separate and readily identifiable business from, and independent of, each MSAF Group Member and further covenants as follows (it being understood that these covenants shall not prevent any Affiliate of the Administrative Agent from publishing financial statements that are consolidated with those of the MSAF Group, if to do so is required by Applicable Law or accounting principles from time to time in effect, and that Affiliates of the Administrative Agent and certain MSAF Group Members may file a consolidated tax return for United States federal, state and local income tax purposes): (a) if the Administrative Agent receives any money whatsoever, which money belongs to any MSAF Group Member, the Trustee or the Security Trustee or is to be paid to any MSAF Group Member, the Trustee or the Security Trustee or into any account pursuant to any Relevant Document or otherwise, it will hold such money in trust for such MSAF Group Member, the Trustee or the Security Trustee, as the case may be, and shall keep such money separate from all other money belonging to the Administrative Agent and shall as promptly as practicable thereafter pay the same into the relevant account in accordance with the terms thereof without exercising any right of setoff; (b) it will comply with any proper directions, orders and instructions which any MSAF Group Member or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement and the Indenture; provided, that to the extent any conflicts arise between instructions received from a MSAF Group Member and the Security Trustee, the Administrative Agent shall comply with such MSAF Group Member's instructions, unless such instructions relate to the Bank Account Management and Calculation Services described in Section 2.04 and then in such case the Administrative Agent shall comply only with the instructions of the Security Trustee. (c) it will not knowingly fail to comply with any legal requirements in the performance of the Administrative Services; (d) it will make all payments required to be made by it at any time and from time to time pursuant to this Agreement on the required date for payment thereof and shall turn over any amounts owed to the Security Trustee, MSAF or the Trustee without set-off or counterclaim; (e) it will not take any steps for the purpose of procuring the appointment of any administrative receiver or the making of an administrative order or for instituting any bankruptcy, reorganization, arrangement, insolvency, winding up, liquidation, composition or any like proceedings under the laws of any jurisdiction in respect of any MSAF Group Member or in respect of any of their respective liabilities, including, without limitation, as a result of any claim or interest of the Administrative Agent or any of its Affiliates; (f) it will cooperate with each MSAF Group Member and its respective trustees, directors and agents and the Security Trustee and the Trustee, including by providing such information as may reasonably be requested, to permit MSAF Group or its authorized agents to monitor the Administrative Agent's compliance with its obligations under this Agreement; (g) during the term of this Agreement, it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each MSAF Group Member; (h) during the term of this Agreement, it will maintain its assets and liabilities separate and distinct from each MSAF Group Member; (i) during the term of this Agreement, it will maintain records, books, accounts and minutes separate from those of each MSAF Group Member; (j) during the term of this Agreement, it will pay its obligations in the ordinary course of its business as a legal entity separate from each MSAF Group Member; (k) during the term of this Agreement, it will keep its funds separate and distinct from the funds of each MSAF Group Member, and it will receive, deposit, withdraw and disburse such funds separately from the funds of each MSAF Group Member; (l) during the term of this Agreement, it will conduct its business in its own name, and not in the name of any MSAF Group Member; (m) during the term of this Agreement, it will not pay or become liable for any debt of any MSAF Group Member, other than to make payments in the form of indemnity as required by the express terms of this Agreement; (n) during the term of this Agreement, it will not hold out that it is a division of any MSAF Group Member or that any MSAF Group Member is a division of it; (o) during the term of this Agreement, it will not induce any third party to rely on the creditworthiness of any MSAF Group Member in order that such third party will be induced to contract with it; (p) during the term of this Agreement, it will not enter into any agreements between it and any MSAF Group Member that are more favorable to either party than agreements that the parties would have been able to enter into at such time on an arm's-length basis with a non-affiliated third party, other than any Relevant Documents in effect on the date hereof (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transactions); and (q) during the term of this Agreement, it will (i) forward promptly to the Servicer a copy of any material communication received from any Person in relation to any Lease or Aircraft; (ii) grant such access to the Servicer to its books of account, documents and other records and to its employees as may be reasonably necessary for the Servicer to perform its obligations in respect of any Lease or Aircraft under the Servicing Agreement; provided, however, that the Servicer shall not have access to the minutes of the Administrative Agent's board meetings and other confidential business information; and (iii) execute and deliver such documents and do such acts and things as the Servicer may reasonably request in order to effect the purposes of the Servicing Agreement.
Appears in 2 contracts
Samples: Administrative Agency Agreement (Morgan Stanley Aircraft Finance), Administrative Agency Agreement (Morgan Stanley Aircraft Finance)
Administrative Agent Undertakings. The Administrative Agent hereby covenants with MSAF WEST and each other Managed Group that Member that, during the term of this Agreement, it will conduct its business such that it is a separate and readily identifiable business from, and independent of, WEST and each MSAF other Managed Group Member and further covenants as follows (it being understood that these covenants shall not prevent any Affiliate of the Administrative Agent or any of its Affiliates from publishing financial statements that are consolidated with those of the MSAF GroupWEST or any other Managed Group Member, if to do so is required by Applicable Law or accounting principles from time to time in effectGAAP, and that Affiliates of the Administrative Agent and certain MSAF any of its Affiliates and WEST or any other Managed Group Members Member may file a consolidated consolidated, combined or unitary tax return for United States federal, state and local and foreign income tax purposes)::
(a) if the Administrative Agent receives any money whatsoever, which money belongs to WEST or any MSAF other Managed Group Member, the Trustee Member or the Security Indenture Trustee or is to be paid to WEST or any MSAF other Managed Group Member, the Trustee Member or the Security Indenture Trustee or into any account pursuant to any Relevant Related Document or otherwise, it will hold such money in trust for WEST or such MSAF Managed Group Member, the Trustee Member or the Security Indenture Trustee, as the case may be, and shall keep such money separate from all other money belonging to the Administrative Agent and shall as promptly as practicable thereafter pay the same into the relevant account in accordance with the terms thereof of the Indenture without exercising any right of setoff;
(b) it will perform all of its obligations set forth in the Indenture and the other Related Documents and it will comply with any proper directions, orders and instructions which WEST or any MSAF other Managed Group Member or the Security Indenture Trustee may from time to time give to it in accordance with the provisions of this Agreement and the Indenture; provided, provided that to the extent any conflicts arise between instructions received from WEST or a MSAF Managed Group #4839-8494-1028v3 Member and the Indenture Trustee or the Security Trustee, the Administrative Agent shall comply with the instructions of WEST or such MSAF Managed Group Member's instructions, unless such instructions relate to the Bank Account Management and Calculation Services described in Section 2.04 and then in such case the Administrative Agent shall comply only with the instructions of the Indenture Trustee or the Security Trustee., as applicable;
(c) it will not knowingly fail to comply with any legal requirements in the performance of the Administrative Services;
(d) it will make all payments required to be made by it at any time and from time to time pursuant to this Agreement on the required date for payment thereof and shall turn over any amounts owed to the Security Indenture Trustee, MSAF WEST or any other Managed Group Member or the Indenture Trustee without set-off or counterclaim;
(e) it will not take any steps for the purpose of procuring the appointment of any administrative receiver receiver, examiner or the making of an administrative or examinership order or for instituting any bankruptcy, reorganization, arrangement, insolvency, winding up, liquidation, composition or any like proceedings under the laws of any jurisdiction in respect of WEST or any MSAF other Managed Group Member or in respect of any of their respective liabilities, including, without limitation, as a result of any claim or interest of the Administrative Agent or any of its Affiliates;
(f) it will cooperate with WEST and each MSAF other Managed Group Member and its respective trustees, directors and agents and the Security Trustee and the Indenture Trustee, including by providing such information as may reasonably be requested, to permit MSAF WEST and each other Managed Group Member or its their authorized agents to monitor the Administrative Agent's ’s compliance with its obligations under this Agreement;
(g) during the term of this Agreement, it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, WEST and each MSAF other Managed Group Member;
(h) during the term of this Agreement, it will maintain its assets and liabilities separate and distinct from WEST and each MSAF other Managed Group Member;
(i) during the term of this Agreement, it will maintain records, books, accounts and minutes separate from those of WEST and each MSAF other Managed Group Member;
(j) during the term of this Agreement, it will pay its obligations in the ordinary course of its business as a legal entity separate from WEST and each MSAF other Managed Group Member;
(k) during the term of this Agreement, it will keep its funds separate and distinct from the funds of WEST and each MSAF other Managed Group Member, and it will receive, deposit, withdraw and disburse such funds separately from the funds of WEST and each MSAF other Managed Group Member;
(l) during the term of this Agreement, it will conduct its business in its own name, and not in the name of WEST or any MSAF other Managed Group Member;; #4839-8494-1028v3
(m) during the term of this Agreement, it will not pay or become liable for any debt of WEST or any MSAF other Managed Group Member, other than to make payments in the form of indemnity as required by the express terms of this Agreement;
(n) during the term of this Agreement, it will not hold out that it is a division of WEST or any MSAF other Managed Group Member or that WEST or any MSAF other Managed Group Member is a division of it;
(o) during the term of this Agreement, it will not induce any third party to rely on the creditworthiness of WEST or any MSAF other Managed Group Member in order that such third party will be induced to contract with it;
(p) during the term of this Agreement, it will not enter into any agreements between it and WEST or any MSAF other Managed Group Member that are more favorable to either party than agreements that the parties would have been able to enter into at such time on an arm'sarm’s-length basis with a non-affiliated third party, other than any Relevant Related Documents in effect on the date hereof (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transactions); and
(q) during the term of this Agreement, it will (i) forward promptly to the Servicer a copy of any material communication received from any Person in relation to any Lease or AircraftAsset; (ii) grant such access to the Servicer to its books of account, documents and other records and to its U.S. employees as may be reasonably necessary for to the Servicer extent that the same relate to perform its the obligations in respect of any Lease or Aircraft under the Servicing AgreementAdministrative Agent hereunder; provided, however, that the Servicer shall not have access to the minutes of the Administrative Agent's ’s board meetings and other or to any privileged, confidential business informationor proprietary information or materials (except to the extent that such information or materials are generated by the Administrative Agent in the course of the performance of its obligations hereunder); and (iii) execute and deliver such documents and do such acts and things as the Servicer may reasonably request in order to effect the purposes of the Servicing Agreement.
Appears in 1 contract
Samples: Administrative Agency Agreement (Willis Lease Finance Corp)
Administrative Agent Undertakings. The Administrative Agent hereby covenants with MSAF WEST and each other Managed Group that Member that, during the term of this Agreement, it will conduct its business such that it is a separate and readily identifiable business from, and independent of, WEST and each MSAF other Managed Group Member and further covenants as follows (it being understood that these covenants shall not prevent any Affiliate of the Administrative Agent or any of its Affiliates from publishing financial statements that are consolidated with those of the MSAF GroupWEST or any other Managed Group Member, if to do so is required by Applicable Law or accounting principles from time to time in effectGAAP, and that Affiliates of the Administrative Agent and certain MSAF any of its Affiliates and WEST or any other Managed Group Members Member may file a consolidated consolidated, combined or unitary tax return for United States federal, state and local and foreign income tax purposes)::
(a) if the Administrative Agent receives any money whatsoever, which money belongs to WEST or any MSAF other Managed Group Member, the Trustee Member or the Security Indenture Trustee or is to be paid to WEST or any MSAF other Managed Group Member, the Trustee Member or the Security Indenture Trustee or into any account pursuant to any Relevant Related Document or otherwise, it will hold such money in trust for WEST or such MSAF Managed Group Member, the Trustee Member or the Security Indenture Trustee, as the case may be, and shall keep such money separate from all other money belonging to the Administrative Agent and shall as promptly as practicable thereafter pay the same into the relevant account in accordance with the terms thereof of the Indenture without exercising any right of setoff;
(b) it will perform all of its obligations set forth in the Indenture and the other Related Documents and it will comply with any proper directions, orders and instructions which WEST or any MSAF other Managed Group Member or the Security Indenture Trustee may from time to time give to it in accordance with the provisions of this Agreement and the Indenture; provided, provided that to the extent any conflicts arise between instructions received from WEST or a MSAF Managed Group Member and the Indenture Trustee or the Security Trustee, the Administrative Agent shall comply with the instructions of WEST or such MSAF Managed Group Member's instructions, unless such instructions relate to the Bank Account Management and Calculation Services described in Section 2.04 and then in such case the Administrative Agent shall comply only with the instructions of the Indenture Trustee or the Security Trustee., as applicable;
(c) it will not knowingly fail to comply with any legal requirements in the performance of the Administrative Services;; [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.
(d) it will make all payments required to be made by it at any time and from time to time pursuant to this Agreement on the required date for payment thereof and shall turn over any amounts owed to the Security Indenture Trustee, MSAF WEST or any other Managed Group Member or the Indenture Trustee without set-off or counterclaim;
(e) it will not take any steps for the purpose of procuring the appointment of any administrative receiver receiver, examiner or the making of an administrative or examinership order or for instituting any bankruptcy, reorganization, arrangement, insolvency, winding up, liquidation, composition or any like proceedings under the laws of any jurisdiction in respect of WEST or any MSAF other Managed Group Member or in respect of any of their respective liabilities, including, without limitation, as a result of any claim or interest of the Administrative Agent or any of its Affiliates;
(f) it will cooperate with WEST and each MSAF other Managed Group Member and its respective trustees, directors and agents and the Security Trustee and the Indenture Trustee, including by providing such information as may reasonably be requested, to permit MSAF WEST and each other Managed Group Member or its their authorized agents to monitor the Administrative Agent's ’s compliance with its obligations under this Agreement;
(g) during the term of this Agreement, it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, WEST and each MSAF other Managed Group Member;
(h) during the term of this Agreement, it will maintain its assets and liabilities separate and distinct from WEST and each MSAF other Managed Group Member;
(i) during the term of this Agreement, it will maintain records, books, accounts and minutes separate from those of WEST and each MSAF other Managed Group Member;
(j) during the term of this Agreement, it will pay its obligations in the ordinary course of its business as a legal entity separate from WEST and each MSAF other Managed Group Member;
(k) during the term of this Agreement, it will keep its funds separate and distinct from the funds of WEST and each MSAF other Managed Group Member, and it will receive, deposit, withdraw and disburse such funds separately from the funds of WEST and each MSAF other Managed Group Member;
(l) during the term of this Agreement, it will conduct its business in its own name, and not in the name of WEST or any MSAF other Managed Group Member;
(m) during the term of this Agreement, it will not pay or become liable for any debt of WEST or any MSAF other Managed Group Member, other than to make payments in the form of indemnity as required by the express terms of this Agreement;
(n) during the term of this Agreement, it will not hold out that it is a division of WEST or any MSAF other Managed Group Member or that WEST or any MSAF other Managed Group Member is a division of it;
(o) during the term of this Agreement, it will not induce any third party to rely on the creditworthiness of WEST or any MSAF other Managed Group Member in order that such third party will be induced to contract with it;; [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.
(p) during the term of this Agreement, it will not enter into any agreements between it and WEST or any MSAF other Managed Group Member that are more favorable to either party than agreements that the parties would have been able to enter into at such time on an arm'sarm’s-length basis with a non-affiliated third party, other than any Relevant Related Documents in effect on the date hereof (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transactions); and
(q) during the term of this Agreement, it will (i) forward promptly to the Servicer a copy of any material communication received from any Person in relation to any Lease or AircraftAsset; (ii) grant such access to the Servicer to its books of account, documents and other records and to its U.S. employees as may be reasonably necessary for to the Servicer extent that the same relate to perform its the obligations in respect of any Lease or Aircraft under the Servicing AgreementAdministrative Agent hereunder; provided, however, that the Servicer shall not have access to the minutes of the Administrative Agent's ’s board meetings and other or to any privileged, confidential business informationor proprietary information or materials (except to the extent that such information or materials are generated by the Administrative Agent in the course of the performance of its obligations hereunder); and (iii) execute and deliver such documents and do such acts and things as the Servicer may reasonably request in order to effect the purposes of the Servicing Agreement.
Appears in 1 contract
Samples: Administrative Agency Agreement (Willis Lease Finance Corp)
Administrative Agent Undertakings. The Administrative Agent hereby covenants with MSAF Group that WEST and the Subsidiaries that, during the term of this Agreement, it will conduct its business such that it is a separate and readily identifiable business from, and independent of, WEST and each MSAF Group Member Subsidiary and further covenants as follows (it being understood that these covenants shall not prevent any Affiliate of the Administrative Agent or any of its Affiliates from publishing financial statements that are consolidated with those of the MSAF GroupWEST or any Subsidiary, if to do so is required by Applicable Law or accounting principles from time to time in effectGAAP, and that Affiliates of the Administrative Agent and certain MSAF Group Members any of its Affiliates and WEST or any Subsidiary may file a consolidated tax return for United States federal, state and local income tax purposes)::
(a) if the Administrative Agent receives any money whatsoever, which money belongs to WEST or any MSAF Group Member, the Trustee Subsidiary or the Security Indenture Trustee or is to be paid to WEST or any MSAF Group Member, the Trustee Subsidiary or the Security Indenture Trustee or into any account pursuant to any Relevant Related Document or otherwise, it will hold such money in trust for WEST or such MSAF Group Member, the Trustee Subsidiary or the Security Indenture Trustee, as the case may be, and shall keep such money separate from all other money belonging to the Administrative Agent and shall as promptly as practicable thereafter pay the same into the relevant account in accordance with the terms thereof of the Indenture without exercising any right of setoff;
(b) it will perform all of its obligations set forth in the Indenture and the other Related Documents and it will comply with any proper directions, orders and instructions which WEST or any MSAF Group Member Subsidiary or the Security Indenture Trustee may from time to time give to it in accordance with the provisions of this Agreement and the Indenture; provided, provided that to the extent any conflicts arise between instructions received from WEST or a MSAF Group Member Subsidiary and the Security Indenture Trustee, the Administrative Agent shall comply with the instructions of WEST or such MSAF Group Member's instructionsSubsidiary, unless such instructions relate to the Bank Account Management and Calculation Services described in Section 2.04 and then in such case the Administrative Agent shall comply only with the instructions of the Security Indenture Trustee.;
(c) it will not knowingly fail to comply with any legal requirements in the performance of the Administrative Services;
(d) it will make all payments required to be made by it at any time and from time to time pursuant to this Agreement on the required date for payment thereof and shall turn over any amounts owed to the Security Indenture Trustee, MSAF WEST or any Subsidiary or the Indenture Trustee without set-off or counterclaim;
(e) it will not take any steps for the purpose of procuring the appointment of any administrative receiver or the making of an administrative order or for instituting any bankruptcy, reorganization, arrangement, insolvency, winding up, liquidation, composition or any like proceedings under the laws of any jurisdiction in respect of WEST or any MSAF Group Member Subsidiary or in respect of any of their respective liabilities, including, without limitation, as a result of any claim or interest of the Administrative Agent or any of its Affiliates;
(f) it will cooperate with WEST and each MSAF Group Member Subsidiary and its respective trustees, directors and agents and the Security Trustee and the Indenture Trustee, including by providing such information as may reasonably be requested, to permit MSAF Group WEST and the Subsidiaries or its their authorized agents to monitor the Administrative Agent's ’s compliance with its obligations under this Agreement;
(g) during the term of this Agreement, it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, WEST and each MSAF Group MemberSubsidiary;
(h) during the term of this Agreement, it will maintain its assets and liabilities separate and distinct from WEST and each MSAF Group MemberSubsidiary;
(i) during the term of this Agreement, it will maintain records, books, accounts and minutes separate from those of WEST and each MSAF Group MemberSubsidiary;
(j) during the term of this Agreement, it will pay its obligations in the ordinary course of its business as a legal entity separate from WEST and each MSAF Group MemberSubsidiary;
(k) during the term of this Agreement, it will keep its funds separate and distinct from the funds of WEST and each MSAF Group MemberSubsidiary, and it will receive, deposit, withdraw and disburse such funds separately from the funds of WEST and each MSAF Group MemberSubsidiary;
(l) during the term of this Agreement, it will conduct its business in its own name, and not in the name of WEST or any MSAF Group MemberSubsidiary;
(m) during the term of this Agreement, it will not pay or become liable for any debt of WEST or any MSAF Group MemberSubsidiary, other than to make payments in the form of indemnity as required by the express terms of this Agreement;
(n) during the term of this Agreement, it will not hold out that it is a division of WEST or any MSAF Group Member Subsidiary or that WEST or any MSAF Group Member Subsidiary is a division of it;
(o) during the term of this Agreement, it will not induce any third party to rely on the creditworthiness of WEST or any MSAF Group Member Subsidiary in order that such third party will be induced to contract with it;
(p) during the term of this Agreement, it will not enter into any agreements between it and WEST or any MSAF Group Member Subsidiary that are more favorable to either party than agreements that the parties would have been able to enter into at such time on an arm'sarm’s-length basis with a non-affiliated third party, other than any Relevant Related Documents in effect on the date hereof (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transactions); and
(q) during the term of this Agreement, it will (i) forward promptly to the Servicer or Back-Up Servicer, as the case may be, a copy of any material communication received from any Person in relation to any Lease or AircraftEngine; (ii) grant such access to the Servicer or Back-Up Servicer, as the case may be, to its books of account, documents and other records and to its U.S. employees as may be reasonably necessary for to the Servicer extent that the same relate to perform its the obligations in respect of any Lease or Aircraft under the Servicing AgreementAdministrative Agent hereunder; provided, however, that the Servicer or Back-Up Servicer, as the case may be, shall not have access to the minutes of the Administrative Agent's ’s board meetings and other or to any privileged, confidential business informationor proprietary information or materials (except to the extent that such information or materials are generated by the Administrative Agent in the course of the performance of its obligations hereunder); and (iii) execute and deliver such documents and do such acts and things as the Servicer or Back-Up Servicer, as the case may be, may reasonably request in order to effect the purposes of the Servicing Agreement, or Back-Up Servicing Agreement, as the case may be.
Appears in 1 contract
Samples: Administrative Agency Agreement (Willis Lease Finance Corp)
Administrative Agent Undertakings. The Administrative Agent hereby covenants with MSAF the Issuer Group that it will conduct its business such that it is a separate and readily identifiable business from, and independent of, each MSAF Issuer Group Member and further covenants as follows (it being understood that these covenants shall not prevent any Affiliate of the Administrative Agent from publishing financial statements that are consolidated with those of the MSAF Group, if to do so is required by Applicable Law or accounting principles from time to time in effect, and that Affiliates of the Administrative Agent and certain MSAF Group Members may file a consolidated tax return for United States federal, state and local income tax purposes):follows:
(a) if the Administrative Agent receives any money whatsoever, which money belongs to any MSAF Issuer Group Member, the Trustee or the Security Trustee or is to be paid to any MSAF Issuer Group Member, the Trustee or the Security Trustee or into any account pursuant to any Relevant Related Document or otherwise, it will hold such money in trust for such MSAF Issuer Group Member, the Trustee or the Security Trustee, as the case may be, and shall keep such money separate from all other money belonging to the Administrative Agent and shall as promptly as practicable thereafter pay the same into the relevant account in accordance with the terms thereof without exercising any right of setoffsetoff it may have;
(b) it will comply with any proper directions, orders and instructions which any MSAF Issuer Group Member (with respect to the Issuer Group Services) or the Security Trustee or the Trustee (with respect to the Bank Account Management Services) may from time to time give to it in accordance with the provisions of this Agreement and the Indenture; provided, that to during the extent continuance of any conflicts arise between instructions received from a MSAF Group Member and the Security TrusteeEvent of Default, the Administrative Agent shall comply with such MSAF Group Member's instructions, unless such instructions relate to the Bank Account Management and Calculation Services described in Section 2.04 and then in such case the Administrative Agent shall comply only with the instructions of the Security Trustee.Trustee as to all Administrative Services;
(c) it will not knowingly fail to comply with any legal requirements in the performance of the Administrative Services;
(d) it will make all payments required to be made by it at any time and from time to time pursuant to this Agreement on the required date for payment thereof and shall turn over any amounts owed to the Security Trustee, MSAF the Issuer, any other Issuer Group Member or the Trustee without set-off or counterclaim;
(e) it will not take any steps for the purpose of procuring the appointment of any administrative receiver or the making of an administrative order or for instituting any bankruptcy, reorganization, arrangement, insolvency, winding up, liquidation, composition or any like proceedings under the laws of any jurisdiction in respect of any MSAF Issuer Group Member or in respect of any of their respective liabilities, including, without limitation, as a result of any claim or interest of the Administrative Agent or any of its Affiliates;
(f) it will cooperate with each MSAF Issuer Group Member and its respective trustees, directors and agents (with respect to the Issuer Group Services when no Event of Default has occurred and is continuing) and the Security Trustee and the TrusteeTrustee (with respect to the Bank Account Management Services, or, following the giving of a Default Notice or during the continuance of an Acceleration, all Administrative Services), including by providing such information as may reasonably be requested, to permit MSAF Group or its authorized agents such Persons to monitor the Administrative Agent's compliance with its obligations under this Agreement;
(g) during the term of this Agreement, it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each MSAF Issuer Group Member;
(h) during the term of this Agreement, it will maintain its assets and liabilities separate and distinct from each MSAF Issuer Group Member;
(i) during the term of this Agreement, it will maintain records, books, accounts and minutes separate from those of each MSAF Issuer Group Member;
(j) during the term of this Agreement, it will pay its obligations in the ordinary course of its business as a legal entity separate from each MSAF Issuer Group Member;
(k) during the term of this Agreement, it will keep its funds separate and distinct from the funds of each MSAF Issuer Group Member, and it will receive, deposit, withdraw and disburse such funds separately from the funds of each MSAF Issuer Group Member;
(l) during the term of this Agreement, it will conduct its business in its own name, and not in the name of any MSAF Issuer Group Member;
(m) during the term of this Agreement, it will not pay or become liable for any debt of any MSAF Issuer Group Member, other than to make payments in the form of indemnity as required by the express terms of this Agreement;
(n) during the term of this Agreement, it will not hold out that it is a division of any MSAF Issuer Group Member or that any MSAF Issuer Group Member is a division of it;
(o) during the term of this Agreement, it will not induce any third party to rely on the creditworthiness of any MSAF Issuer Group Member in order that such third party will be induced to contract with it;
(p) during the term of this Agreement, it will not enter into any agreements between it and any MSAF Issuer Group Member that are more favorable to either party than agreements that the parties would have been able to enter into at such time on an arm's-length basis with a non-affiliated third party, other than any Relevant Related Documents in effect on the date hereof (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transactions); and
(q) during the term of this Agreement, it will (i) forward promptly to the Servicer and the Additional Servicer a copy of any material communication received from any Person in relation to any Lease or Aircraft; (ii) grant such access to the Servicer to its books of account, documents and other records and to its employees as may be reasonably necessary for the Servicer or the Additional Servicer to perform its obligations in respect of any Lease or Aircraft under the Servicing Agreement or the Additional Servicing Agreement, as applicable; provided, however, that the Servicer shall not have access to the minutes of the Administrative Agent's board meetings and other confidential business information; and (iii) execute and deliver such documents and do such acts and things as the Servicer may reasonably request in order to effect the purposes of the Servicing Agreement.such
Appears in 1 contract
Samples: Administrative Agency Agreement (Aircraft Finance Trust)
Administrative Agent Undertakings. The Administrative Agent hereby covenants with MSAF WEST and each other Managed Group that Member that, during the term of this Agreement, it will conduct its business such that it is a separate and readily identifiable business from, and independent of, WEST and each MSAF other Managed Group Member and further covenants as follows (it being understood that these covenants shall not prevent any Affiliate of the Administrative Agent or any of its Affiliates from publishing financial statements that are consolidated with those of the MSAF GroupWEST or any other Managed Group Member, if to do so is required by Applicable Law or accounting principles from time to time in effectGAAP, and that Affiliates of the Administrative Agent and certain MSAF any of its Affiliates and WEST or any other Managed Group Members Member may file a consolidated consolidated, combined or unitary tax return for United States federal, state and local and foreign income tax purposes)::
(a) if the Administrative Agent receives any money whatsoever, which money belongs to WEST or any MSAF other Managed Group Member, the Trustee Member or the Security Indenture Trustee or is to be paid to WEST or any MSAF other Managed Group Member, the Trustee Member or the Security Indenture Trustee or into any account pursuant to any Relevant Related Document or otherwise, it will hold such money in trust for WEST or such MSAF Managed Group Member, the Trustee Member or the Security Indenture Trustee, as the case may be, and shall keep such money separate from all other money belonging to the Administrative Agent and shall as promptly as practicable thereafter pay the same into the relevant account in accordance with the terms thereof of the Indenture without exercising any right of setoff;
(b) it will perform all of its obligations set forth in the Indenture and the other Related Documents and it will comply with any proper directions, orders and instructions which WEST or any MSAF other Managed Group Member or the Security Indenture Trustee may from time to time give to it in accordance with the provisions of this Agreement and the Indenture; provided, provided that to the extent any conflicts arise between instructions received from WEST or a MSAF Managed Group Member and the Security Indenture Trustee, the Administrative Agent shall comply with the instructions of WEST or such MSAF Managed Group Member's instructions, unless such instructions relate to the Bank Account Management and Calculation Services described in Section 2.04 and then in such case the Administrative Agent shall comply only with the instructions of the Security Indenture Trustee.;
(c) it will not knowingly fail to comply with any legal requirements in the performance of the Administrative Services;
(d) it will make all payments required to be made by it at any time and from time to time pursuant to this Agreement on the required date for payment thereof and shall turn [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. over any amounts owed to the Security Indenture Trustee, MSAF WEST or any other Managed Group Member or the Indenture Trustee without set-off or counterclaim;
(e) it will not take any steps for the purpose of procuring the appointment of any administrative receiver receiver, examiner or the making of an administrative or examinership order or for instituting any bankruptcy, reorganization, arrangement, insolvency, winding up, liquidation, composition or any like proceedings under the laws of any jurisdiction in respect of WEST or any MSAF other Managed Group Member or in respect of any of their respective liabilities, including, without limitation, as a result of any claim or interest of the Administrative Agent or any of its Affiliates;
(f) it will cooperate with WEST and each MSAF other Managed Group Member and its respective trustees, directors and agents and the Security Trustee and the Indenture Trustee, including by providing such information as may reasonably be requested, to permit MSAF WEST and each other Managed Group Member or its their authorized agents to monitor the Administrative Agent's ’s compliance with its obligations under this Agreement;
(g) during the term of this Agreement, it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, WEST and each MSAF other Managed Group Member;
(h) during the term of this Agreement, it will maintain its assets and liabilities separate and distinct from WEST and each MSAF other Managed Group Member;
(i) during the term of this Agreement, it will maintain records, books, accounts and minutes separate from those of WEST and each MSAF other Managed Group Member;
(j) during the term of this Agreement, it will pay its obligations in the ordinary course of its business as a legal entity separate from WEST and each MSAF other Managed Group Member;
(k) during the term of this Agreement, it will keep its funds separate and distinct from the funds of WEST and each MSAF other Managed Group Member, and it will receive, deposit, withdraw and disburse such funds separately from the funds of WEST and each MSAF other Managed Group Member;
(l) during the term of this Agreement, it will conduct its business in its own name, and not in the name of WEST or any MSAF other Managed Group Member;
(m) during the term of this Agreement, it will not pay or become liable for any debt of WEST or any MSAF other Managed Group Member, other than to make payments in the form of indemnity as required by the express terms of this Agreement;
(n) during the term of this Agreement, it will not hold out that it is a division of WEST or any MSAF other Managed Group Member or that WEST or any MSAF other Managed Group Member is a division of it;
(o) during the term of this Agreement, it will not induce any third party to rely on the creditworthiness of WEST or any MSAF other Managed Group Member in order that such third party will be induced to contract with it;; [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.
(p) during the term of this Agreement, it will not enter into any agreements between it and WEST or any MSAF other Managed Group Member that are more favorable to either party than agreements that the parties would have been able to enter into at such time on an arm'sarm’s-length basis with a non-affiliated third party, other than any Relevant Related Documents in effect on the date hereof (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transactions); and
(q) during the term of this Agreement, it will (i) forward promptly to the Servicer a copy of any material communication received from any Person in relation to any Lease or AircraftAsset; (ii) grant such access to the Servicer to its books of account, documents and other records and to its U.S. employees as may be reasonably necessary for to the Servicer extent that the same relate to perform its the obligations in respect of any Lease or Aircraft under the Servicing AgreementAdministrative Agent hereunder; provided, however, that the Servicer shall not have access to the minutes of the Administrative Agent's ’s board meetings and other or to any privileged, confidential business informationor proprietary information or materials (except to the extent that such information or materials are generated by the Administrative Agent in the course of the performance of its obligations hereunder); and (iii) execute and deliver such documents and do such acts and things as the Servicer may reasonably request in order to effect the purposes of the Servicing Agreement.
Appears in 1 contract
Samples: Administrative Agency Agreement (Willis Lease Finance Corp)
Administrative Agent Undertakings. The Administrative Agent hereby covenants with MSAF the Issuer Group that it will conduct its business such that it is a separate and readily identifiable business from, and independent of, each MSAF Issuer Group Member and further covenants as follows (it being understood that these covenants shall not prevent any Affiliate of the Administrative Agent from publishing financial statements that are consolidated with those of the MSAF Group, if to do so is required by Applicable Law or accounting principles from time to time in effect, and that Affiliates of the Administrative Agent and certain MSAF Group Members may file a consolidated tax return for United States federal, state and local income tax purposes):follows:
(a) if the Administrative Agent receives any money whatsoever, which money belongs to any MSAF Issuer Group Member, the Trustee or the Security Trustee or is to be paid to any MSAF Issuer Group Member, the Trustee or the Security Trustee or into any account pursuant to any Relevant Related Document or otherwise, it will hold such money in trust for such MSAF Issuer Group Member, the Trustee or the Security Trustee, as the case may be, and shall keep such money separate from all other money belonging to the Administrative Agent and shall as promptly as practicable thereafter pay the same into the relevant account in accordance with the terms thereof without exercising any right of setoffsetoff it may have;
(b) it will comply with any proper directions, orders and instructions which any MSAF Issuer Group Member (with respect to the Issuer Group Services) or the Security Trustee or the Trustee (with respect to the Bank Account Management Services) may from time to time give to it in accordance with the provisions of this Agreement and the Indenture; provided, that to during the extent continuance of any conflicts arise between instructions received from a MSAF Group Member and the Security TrusteeEvent of Default, the Administrative Agent shall comply with such MSAF Group Member's instructions, unless such instructions relate to the Bank Account Management and Calculation Services described in Section 2.04 and then in such case the Administrative Agent shall comply only with the instructions of the Security Trustee.Trustee as to all Administrative Services;
(c) it will not knowingly fail to comply with any legal requirements in the performance of the Administrative Services;
(d) it will make all payments required to be made by it at any time and from time to time pursuant to this Agreement on the required date for payment thereof and shall turn over any amounts owed to the Security Trustee, MSAF the Issuer, any other Issuer Group Member or the Trustee without set-off or counterclaim;
(e) it will not take any steps for the purpose of procuring the appointment of any administrative receiver or the making of an administrative order or for instituting any bankruptcy, reorganization, arrangement, insolvency, winding up, liquidation, composition or any like proceedings under the laws of any jurisdiction in respect of any MSAF Issuer Group Member or in respect of any of their respective liabilities, including, without limitation, as a result of any claim or interest of the Administrative Agent or any of its Affiliates;
(f) it will cooperate with each MSAF Issuer Group Member and its respective trustees, directors and agents (with respect to the Issuer Group Services when no Event of Default has occurred and is continuing) and the Security Trustee and the TrusteeTrustee (with respect to the Bank Account Management Services, or, following the giving of a Default Notice or during the continuance of an Acceleration, all Administrative Services), including by providing such information as may reasonably be requested, to permit MSAF Group or its authorized agents such Persons to monitor the Administrative Agent's compliance with its obligations under this Agreement;
(g) during the term of this Agreement, it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each MSAF Issuer Group Member;
(h) during the term of this Agreement, it will maintain its assets and liabilities separate and distinct from each MSAF Issuer Group Member;
(i) during the term of this Agreement, it will maintain records, books, accounts and minutes separate from those of each MSAF Issuer Group Member;
(j) during the term of this Agreement, it will pay its obligations in the ordinary course of its business as a legal entity separate from each MSAF Issuer Group Member;
(k) during the term of this Agreement, it will keep its funds separate and distinct from the funds of each MSAF Issuer Group Member, and it will receive, deposit, withdraw and disburse such funds separately from the funds of each MSAF Issuer Group Member;
(l) during the term of this Agreement, it will conduct its business in its own name, and not in the name of any MSAF Issuer Group Member;
(m) during the term of this Agreement, it will not pay or become liable for any debt of any MSAF Issuer Group Member, other than to make payments in the form of indemnity as required by the express terms of this Agreement;
(n) during the term of this Agreement, it will not hold out that it is a division of any MSAF Issuer Group Member or that any MSAF Issuer Group Member is a division of it;
(o) during the term of this Agreement, it will not induce any third party to rely on the creditworthiness of any MSAF Issuer Group Member in order that such third party will be induced to contract with it;
(p) during the term of this Agreement, it will not enter into any agreements between it and any MSAF Issuer Group Member that are more favorable to either party than agreements that the parties would have been able to enter into at such time on an arm's-length basis with a non-affiliated third party, other than any Relevant Related Documents in effect on the date hereof (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transactions); and
(q) during the term of this Agreement, it will (i) forward promptly to the Servicer a copy of any material communication received from any Person in relation to any Lease or Aircraft; (ii) grant such access to the Servicer to its books of account, documents and other records and to its employees as may be reasonably necessary for the Servicer or the Additional Servicer to perform its obligations in respect of any Lease or Aircraft under the Servicing Agreement; provided, however, that the Servicer shall not have access to the minutes of the Administrative Agent's board meetings and other confidential business information; and (iii) execute and deliver such documents and do such acts and things as the Servicer may reasonably request in order to effect the purposes of the Servicing Agreement.
Appears in 1 contract
Samples: Administrative Agency Agreement (Lease Investment Flight Trust)
Administrative Agent Undertakings. The Administrative Agent hereby covenants with MSAF WEST and each other Managed Group that Member that, during the term of this Agreement, it will conduct its business such that it is a separate and readily identifiable business from, and independent of, WEST and each MSAF other Managed Group Member and further covenants as follows (it being understood that these covenants shall not prevent any Affiliate of the Administrative Agent or any of its Affiliates from publishing financial statements that are consolidated with those of the MSAF GroupWEST or any other Managed Group Member, if to do so is required by Applicable Law or accounting principles from time to time in effectGAAP, and that Affiliates of the Administrative Agent and certain MSAF any of its Affiliates and WEST or any other Managed Group Members Member may file a consolidated consolidated, combined or unitary tax return for United States federal, state and local and foreign income tax purposes)::
(a) if the Administrative Agent receives any money whatsoever, which money belongs to WEST or any MSAF other Managed Group Member, the Trustee Member or the Security Indenture Trustee or is to be paid to WEST or any MSAF other Managed Group Member, the Trustee Member or the Security Indenture Trustee or into any account pursuant to any Relevant Related Document or otherwise, it will hold such money in trust for WEST or such MSAF Managed Group Member, the Trustee Member or the Security Indenture Trustee, as the case may be, and shall keep such money separate from all other money belonging to the Administrative Agent and shall as promptly as practicable thereafter pay the same into the relevant account in accordance with the terms thereof of the Indenture without exercising any right of setoff;
(b) it will perform all of its obligations set forth in the Indenture and the other Related Documents and it will comply with any proper directions, orders and instructions which WEST or any MSAF other Managed Group Member or the Security Indenture Trustee may from time to time give to it in accordance with the provisions of this Agreement and the Indenture; provided, provided that to the extent any conflicts arise between instructions received from WEST or a MSAF Managed Group Member and the Indenture Trustee or the Security Trustee, the Administrative Agent shall comply with the instructions of WEST or such MSAF Managed Group Member's instructions, unless such instructions relate to the Bank Account Management and Calculation Services described in Section 2.04 and then in such case the Administrative Agent shall comply only with the instructions of the Indenture Trustee or the Security Trustee., as applicable;
(c) it will not knowingly fail to comply with any legal requirements in the performance of the Administrative Services;
(d) it will make all payments required to be made by it at any time and from time to time pursuant to this Agreement on the required date for payment thereof and shall turn over any amounts owed to the Security Indenture Trustee, MSAF WEST or any other Managed Group Member or the Indenture Trustee without set-off or counterclaim;
(e) it will not take any steps for the purpose of procuring the appointment of any administrative receiver receiver, examiner or the making of an administrative or examinership order or for instituting any bankruptcy, reorganization, arrangement, insolvency, winding up, liquidation, composition or any like proceedings under the laws of any jurisdiction in respect of [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. WEST or any MSAF other Managed Group Member or in respect of any of their respective liabilities, including, without limitation, as a result of any claim or interest of the Administrative Agent or any of its Affiliates;
(f) it will cooperate with WEST and each MSAF other Managed Group Member and its respective trustees, directors and agents and the Security Trustee and the Indenture Trustee, including by providing such information as may reasonably be requested, to permit MSAF WEST and each other Managed Group Member or its their authorized agents to monitor the Administrative Agent's ’s compliance with its obligations under this Agreement;
(g) during the term of this Agreement, it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, WEST and each MSAF other Managed Group Member;
(h) during the term of this Agreement, it will maintain its assets and liabilities separate and distinct from WEST and each MSAF other Managed Group Member;
(i) during the term of this Agreement, it will maintain records, books, accounts and minutes separate from those of WEST and each MSAF other Managed Group Member;
(j) during the term of this Agreement, it will pay its obligations in the ordinary course of its business as a legal entity separate from WEST and each MSAF other Managed Group Member;
(k) during the term of this Agreement, it will keep its funds separate and distinct from the funds of WEST and each MSAF other Managed Group Member, and it will receive, deposit, withdraw and disburse such funds separately from the funds of WEST and each MSAF other Managed Group Member;
(l) during the term of this Agreement, it will conduct its business in its own name, and not in the name of WEST or any MSAF other Managed Group Member;
(m) during the term of this Agreement, it will not pay or become liable for any debt of WEST or any MSAF other Managed Group Member, other than to make payments in the form of indemnity as required by the express terms of this Agreement;
(n) during the term of this Agreement, it will not hold out that it is a division of WEST or any MSAF other Managed Group Member or that WEST or any MSAF other Managed Group Member is a division of it;
(o) during the term of this Agreement, it will not induce any third party to rely on the creditworthiness of WEST or any MSAF other Managed Group Member in order that such third party will be induced to contract with it;
(p) during the term of this Agreement, it will not enter into any agreements between it and WEST or any MSAF other Managed Group Member that are more favorable to either party than agreements that the parties would have been able to enter into at such time on an arm'sarm’s-length basis with a non-affiliated third party, other than any Relevant Related Documents in effect on the date hereof (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transactions); andand [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.
(q) during the term of this Agreement, it will (i) forward promptly to the Servicer a copy of any material communication received from any Person in relation to any Lease or AircraftAsset; (ii) grant such access to the Servicer to its books of account, documents and other records and to its U.S. employees as may be reasonably necessary for to the Servicer extent that the same relate to perform its the obligations in respect of any Lease or Aircraft under the Servicing AgreementAdministrative Agent hereunder; provided, however, that the Servicer shall not have access to the minutes of the Administrative Agent's ’s board meetings and other or to any privileged, confidential business informationor proprietary information or materials (except to the extent that such information or materials are generated by the Administrative Agent in the course of the performance of its obligations hereunder); and (iii) execute and deliver such documents and do such acts and things as the Servicer may reasonably request in order to effect the purposes of the Servicing Agreement.
Appears in 1 contract
Samples: Administrative Agency Agreement (Willis Lease Finance Corp)
Administrative Agent Undertakings. The Administrative Agent hereby covenants with MSAF Group that WEST and the Subsidiaries that, during the term of this Agreement, it will conduct its business such that it is a separate and readily identifiable business from, and independent of, WEST and each MSAF Group Member Subsidiary and further covenants as follows (it being understood that these covenants shall not prevent any Affiliate of the Administrative Agent or any of its Affiliates from publishing financial statements that are consolidated with those of the MSAF GroupWEST or any Subsidiary, if to do so is required by Applicable Law or accounting principles from time to time in effectGAAP, and that Affiliates of the Administrative Agent and certain MSAF Group Members any of its Affiliates and WEST or any Subsidiary may file a consolidated tax return for United States federal, state and local income tax purposes)::
(a) if the Administrative Agent receives any money whatsoever, which money belongs to WEST or any MSAF Group Member, the Trustee Subsidiary or the Security Indenture Trustee or is to be paid to WEST or any MSAF Group Member, the Trustee Subsidiary or the Security Indenture Trustee or into any account pursuant to any Relevant Related Document or otherwise, it will hold such money in trust for WEST or such MSAF Group Member, the Trustee Subsidiary or the Security Indenture Trustee, as the case may be, and shall keep such money separate from all other money belonging to the Administrative Agent and shall as promptly as practicable thereafter pay the same into the relevant account in accordance with the terms thereof of the Indenture without exercising any right of setoff;
(b) it will perform all of its obligations set forth in the Indenture and the other Related Documents and it will comply with any proper directions, orders and instructions which WEST or any MSAF Group Member Subsidiary or the Security Indenture Trustee may from time to time give to it in accordance with the provisions of this Agreement and the Indenture; provided, provided that to the extent any conflicts arise between instructions received from WEST or a MSAF Group Member Subsidiary and the Security Indenture Trustee, the Administrative Agent shall comply with the instructions of WEST or such MSAF Group Member's instructionsSubsidiary, unless such instructions relate to the Bank Account Management and Calculation Services described in Section 2.04 and then in such case the Administrative Agent shall comply only with the instructions of the Security Indenture Trustee.;
(c) it will not knowingly fail to comply with any legal requirements in the performance of the Administrative Services;
(d) it will make all payments required to be made by it at any time and from time to time pursuant to this Agreement on the required date for payment thereof and shall turn over any amounts owed to the Security Indenture Trustee, MSAF WEST or any Subsidiary or the Indenture Trustee without set-off or counterclaim;
(e) it will not take any steps for the purpose of procuring the appointment of any administrative receiver receiver, examiner or the making of an administrative or examinership order or for instituting any bankruptcy, reorganization, arrangement, insolvency, winding up, liquidation, composition or any like proceedings under the laws of any jurisdiction in respect of WEST or any MSAF Group Member Subsidiary or in respect of any of their respective liabilities, including, without limitation, as a result of any claim or interest of the Administrative Agent or any of its Affiliates;
(f) it will cooperate with WEST and each MSAF Group Member Subsidiary and its respective trustees, directors and agents and the Security Trustee and the Indenture Trustee, including by providing such information as may reasonably be requested, to permit MSAF Group WEST and the Subsidiaries or its their authorized agents to monitor the Administrative Agent's ’s compliance with its obligations under this Agreement;
(g) during the term of this Agreement, it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, WEST and each MSAF Group MemberSubsidiary;
(h) during the term of this Agreement, it will maintain its assets and liabilities separate and distinct from WEST and each MSAF Group MemberSubsidiary;
(i) during the term of this Agreement, it will maintain records, books, accounts and minutes separate from those of WEST and each MSAF Group MemberSubsidiary;
(j) during the term of this Agreement, it will pay its obligations in the ordinary course of its business as a legal entity separate from WEST and each MSAF Group MemberSubsidiary;
(k) during the term of this Agreement, it will keep its funds separate and distinct from the funds of WEST and each MSAF Group MemberSubsidiary, and it will receive, deposit, withdraw and disburse such funds separately from the funds of WEST and each MSAF Group MemberSubsidiary;
(l) during the term of this Agreement, it will conduct its business in its own name, and not in the name of WEST or any MSAF Group MemberSubsidiary;
(m) during the term of this Agreement, it will not pay or become liable for any debt of WEST or any MSAF Group MemberSubsidiary, other than to make payments in the form of indemnity as required by the express terms of this Agreement;
(n) during the term of this Agreement, it will not hold out that it is a division of WEST or any MSAF Group Member Subsidiary or that WEST or any MSAF Group Member Subsidiary is a division of it;
(o) during the term of this Agreement, it will not induce any third party to rely on the creditworthiness of WEST or any MSAF Group Member Subsidiary in order that such third party will be induced to contract with it;
(p) during the term of this Agreement, it will not enter into any agreements between it and WEST or any MSAF Group Member Subsidiary that are more favorable to either party than agreements that the parties would have been able to enter into at such time on an arm'sarm’s-length basis with a non-affiliated third party, other than any Relevant Related Documents in effect on the date hereof (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transactions); and
(q) during the term of this Agreement, it will (i) forward promptly to the Servicer a copy of any material communication received from any Person in relation to any Lease or AircraftEngine; (ii) grant such access to the Servicer to its books of account, documents and other records and to its U.S. employees as may be reasonably necessary for to the Servicer extent that the same relate to perform its the obligations in respect of any Lease or Aircraft under the Servicing AgreementAdministrative Agent hereunder; provided, however, that the Servicer shall not have access to the minutes of the Administrative Agent's ’s board meetings and other or to any privileged, confidential business informationor proprietary information or materials (except to the extent that such information or materials are generated by the Administrative Agent in the course of the performance of its obligations hereunder); and (iii) execute and deliver such documents and do such acts and things as the Servicer may reasonably request in order to effect the purposes of the Servicing Agreement.
Appears in 1 contract
Samples: Administrative Agency Agreement (Willis Lease Finance Corp)
Administrative Agent Undertakings. The Administrative Agent hereby covenants with MSAF the Issuer Group that during the term of this Agreement it will conduct its business such that it is a separate and readily identifiable business from, and independent of, each MSAF Issuer Group Member and further covenants as follows (it being understood that these covenants shall not prevent any Affiliate of the Administrative Agent from publishing financial statements that are consolidated with those of the MSAF Group, if to do so is required by Applicable Law or accounting principles from time to time in effect, and that Affiliates of the Administrative Agent and certain MSAF Group Members may file a consolidated tax return for United States federal, state and local income tax purposes):follows:
(a) if the Administrative Agent receives any money whatsoever, which money belongs to any MSAF Issuer Group Member, the Trustee or the Security Trustee or is to be paid to any MSAF Issuer Group Member, the Trustee or the Security Trustee or into any account pursuant to any Relevant Related Document or otherwise, it will hold such money in trust for such MSAF Issuer Group Member, the Trustee or the Security Trustee, as the case may be, and shall keep such money separate from all other money belonging to the Administrative Agent and shall as promptly as practicable thereafter pay the same into the relevant account in accordance with the terms thereof without exercising any right of setoffsetoff it may have;
(b) it will comply with any proper directions, orders and instructions which any MSAF Issuer Group Member or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement and the Indenture; provided, provided that to during the extent continuance of any conflicts arise between instructions received from a MSAF Group Member and the Security Trustee, Event of Default of which the Administrative Agent shall comply with such MSAF Group Member's instructionshas received written notice from any party to a Related Document or of which the Administrative Agent is otherwise aware, unless such instructions relate to the Bank Account Management and Calculation Services described in Section 2.04 and then in such case the Administrative Agent shall comply only with the instructions of the Security Trustee.Trustee as to all Issuer Group Services;
(c) it will not knowingly fail to comply with any legal requirements in any material respect in the performance of the Administrative Issuer Group Services;
(d) it will make all payments required to be made by it at any time and from time to time pursuant to this Agreement on the required date for payment thereof and shall turn over any amounts owed to the Security Trustee, MSAF the Issuer, any other Issuer Group Member or the Trustee without set-off or counterclaim;
(e) it will not take any steps for the purpose of procuring the appointment of any administrative receiver or the making of an administrative order or for instituting any bankruptcy, reorganization, arrangement, insolvency, winding up, liquidation, composition or any like proceedings under the laws of any jurisdiction in respect of any MSAF Issuer Group Member or in respect of any of their respective liabilities, including, without limitation, as a result of any claim or interest of the Administrative Agent or any of its AffiliatesAgent;
(f) it will cooperate with each MSAF Issuer Group Member and its respective trustees, directors directors, officers and agents (with respect to the Issuer Group Services when no Event of Default, of which the Administrative Agent has received written notice from any party to a Related Document or of which the Administrative Agent is otherwise aware, has occurred and is continuing) and the Policy Provider, the Security Trustee and the TrusteeTrustee (with respect to the Issuer Group Services during the continuance of an Event of Default of which the Administrative Agent has received written notice from any party to a Related Document or of which the Administrative Agent is otherwise aware), including by providing such information as may reasonably be requested, to permit MSAF Group or its authorized agents such Persons to monitor the Administrative Agent's ’s compliance with its obligations under this Agreement;
(g) during the term of this Agreement, it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each MSAF Issuer Group Member;
(h) during the term of this Agreement, it will maintain its assets and liabilities separate and distinct from each MSAF Issuer Group MemberMember in such a manner that is not difficult to segregate, identify or ascertain such assets and liabilities;
(i) during the term of this Agreement, it will maintain records, books, accounts and minutes separate from those of each MSAF Issuer Group Member;
(j) during the term of this Agreement, it will pay its obligations in the ordinary course of its business as a legal entity separate from each MSAF Issuer Group Member, except as otherwise required or permitted under the Indenture and the Security Trust Agreement;
(k) during the term of this Agreement, it will keep its funds separate and distinct from the funds of each MSAF Issuer Group Member, and it will receive, deposit, withdraw and disburse such funds separately from the funds of each MSAF Issuer Group Member;
(l) during the term of this Agreement, it will conduct its business in its own name, and not in the name of any MSAF Issuer Group Member;
(m) during the term of this Agreement, it will not pay pay, assume, guarantee or become liable for any debt of of, or otherwise pledge its assets for the benefit of, any MSAF Issuer Group Member, other than to make payments in except as otherwise permitted under the form of indemnity as required by the express terms of this AgreementRelated Documents;
(n) during the term of this Agreement, it will not hold out that it is a division of any MSAF Issuer Group Member or that any MSAF Issuer Group Member is a division of it;
(o) during the term of this Agreement, it will not induce any third party to rely on the creditworthiness of any MSAF Issuer Group Member in order that such third party will be induced to contract with itthe Administrative Agent;
(p) during the term it will correct any misunderstanding known to it regarding its separate identity;
(q) it will maintain adequate capital in light of this Agreementits contemplated business purpose, transactions and liabilities;
(r) except with respect to any grantor trust, it will cause its board of directors or managers or its members, as applicable, to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions;
(s) it will not enter into any agreements between it and any MSAF Issuer Group Member that are more favorable to either party than agreements that the parties would have been able to enter into at such time on an arm'sarm’s-length basis with a non-affiliated third party, other than any Relevant Related Documents in effect on the date hereof (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transactions); andhereof;
(qt) during the term of this Agreement, it will (i) forward promptly to the Servicer a copy of any material communication received from any Person in relation to any Lease or Aircraft; (ii) grant such access to the Servicer to its books of account, documents and other records and to its employees as may be reasonably necessary for the Servicer to perform its obligations in respect of any Lease or Aircraft under the Servicing Agreement; provided, however, provided that the Servicer shall not have access to the minutes of the Administrative Agent's ’s board meetings and other confidential business information; and (iii) execute and deliver such documents and do such acts and things as the Servicer may reasonably request in order for the Servicer to effect the purposes of perform its obligations under the Servicing Agreement;
(u) it shall perform all services in respect of the Aircraft Assets subject to, and in compliance with, the constraints and restrictions set forth in Sections 5.02 and 5.03 of the Indenture; provided that, for the avoidance of doubt, the Administrative Agent shall not be required to meet any of the financial obligations of the Issuer under the Indenture; and
(v) in the case of Xxxxxxx & Xxxxx Aircraft Management LLC, it shall cause each of its Affiliates to comply with the covenants contained in clauses (g) through (p), (q), (r) and (s) above fully and with the same force and effect as if such Affiliate were the party making such covenants.
Appears in 1 contract
Samples: Administrative Services Agreement (Babcock & Brown Air LTD)
Administrative Agent Undertakings. The Administrative Agent hereby covenants with MSAF WEST and each other Managed Group that Member that, during the term of this Agreement, it will conduct its business such that it is a separate and readily identifiable 19 business from, and independent of, WEST and each MSAF other Managed Group Member and further covenants as follows (it being understood that these covenants shall not prevent any Affiliate of the Administrative Agent or any of its Affiliates from publishing financial statements that are consolidated with those of the MSAF GroupWEST or any other Managed Group Member, if to do so is required by Applicable Law or accounting principles from time to time in effectGAAP, and that Affiliates of the Administrative Agent and certain MSAF any of its Affiliates and WEST or any other Managed Group Members Member may file a consolidated consolidated, combined or unitary tax return for United States federal, state and local and foreign income tax purposes):
: (a) if the Administrative Agent receives any money whatsoever, which money belongs to WEST or any MSAF other Managed Group Member, the Trustee Member or the Security Indenture Trustee or is to be paid to WEST or any MSAF other Managed Group Member, the Trustee Member or the Security Indenture Trustee or into any account pursuant to any Relevant Related Document or otherwise, it will hold such money in trust for WEST or such MSAF Managed Group Member, the Trustee Member or the Security Indenture Trustee, as the case may be, and shall keep such money separate from all other money belonging to the Administrative Agent and shall as promptly as practicable thereafter pay the same into the relevant account in accordance with the terms thereof of the Indenture without exercising any right of setoff;
; (b) it will perform all of its obligations set forth in the Indenture and the other Related Documents and it will comply with any proper directions, orders and instructions which WEST or any MSAF other Managed Group Member or the Security Indenture Trustee may from time to time give to it in accordance with the provisions of this Agreement and the Indenture; provided, provided that to the extent any conflicts arise between instructions received from WEST or a MSAF Managed Group Member and the Indenture Trustee or the Security Trustee, the Administrative Agent shall comply with the instructions of WEST or such MSAF Managed Group Member's instructions, unless such instructions relate to the Bank Account Management and Calculation Services described in Section 2.04 and then in such case the Administrative Agent shall comply only with the instructions of the Indenture Trustee or the Security Trustee.
, as applicable; (c) it will not knowingly fail to comply with any legal requirements in the performance of the Administrative Services;
; (d) it will make all payments required to be made by it at any time and from time to time pursuant to this Agreement on the required date for payment thereof and shall turn over any amounts owed to the Security Indenture Trustee, MSAF WEST or any other Managed Group Member or the Indenture Trustee without set-off or counterclaim;
; (e) it will not take any steps for the purpose of procuring the appointment of any administrative receiver receiver, examiner or the making of an administrative or examinership order or for instituting any bankruptcy, reorganization, arrangement, insolvency, winding up, liquidation, composition or any like proceedings under the laws of any jurisdiction in respect of WEST or any MSAF other Managed Group Member or in respect of any of their respective liabilities, including, without limitation, as a result of any claim or interest of the Administrative Agent or any of its Affiliates;
; (f) it will cooperate with WEST and each MSAF other Managed Group Member and its respective trustees, directors and agents and the Security Trustee and the Indenture Trustee, including by providing such information as may reasonably be requested, to permit MSAF WEST and each other Managed 20 Group Member or its their authorized agents to monitor the Administrative Agent's ’s compliance with its obligations under this Agreement;
; (g) during the term of this Agreement, it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, WEST and each MSAF other Managed Group Member;
; (h) during the term of this Agreement, it will maintain its assets and liabilities separate and distinct from WEST and each MSAF other Managed Group Member;
; (i) during the term of this Agreement, it will maintain records, books, accounts and minutes separate from those of WEST and each MSAF other Managed Group Member;
; (j) during the term of this Agreement, it will pay its obligations in the ordinary course of its business as a legal entity separate from WEST and each MSAF other Managed Group Member;
; (k) during the term of this Agreement, it will keep its funds separate and distinct from the funds of WEST and each MSAF other Managed Group Member, and it will receive, deposit, withdraw and disburse such funds separately from the funds of WEST and each MSAF other Managed Group Member;
; (l) during the term of this Agreement, it will conduct its business in its own name, and not in the name of WEST or any MSAF other Managed Group Member;
; (m) during the term of this Agreement, it will not pay or become liable for any debt of WEST or any MSAF other Managed Group Member, other than to make payments in the form of indemnity as required by the express terms of this Agreement;
; (n) during the term of this Agreement, it will not hold out that it is a division of WEST or any MSAF other Managed Group Member or that WEST or any MSAF other Managed Group Member is a division of it;
; (o) during the term of this Agreement, it will not induce any third party to rely on the creditworthiness of WEST or any MSAF other Managed Group Member in order that such third party will be induced to contract with it;
; (p) during the term of this Agreement, it will not enter into any agreements between it and WEST or any MSAF other Managed Group Member that are more favorable to either party than agreements that the parties would have been able to enter into at such time on an arm'sarm’s-length basis with a non-affiliated third party, other than any Relevant Related Documents in effect on the date hereof (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transactions); and
and (q) during the term of this Agreement, it will (i) forward promptly to the Servicer a copy of any material communication received from any Person in relation to any Lease or AircraftAsset; (ii) grant such access to the Servicer to its books of account, documents and other records and to its U.S. employees as may be reasonably necessary for to the Servicer extent that the same relate to perform its the obligations in respect of any Lease or Aircraft under the Servicing AgreementAdministrative Agent hereunder; provided, however, that the Servicer shall not have access to the minutes of the Administrative Agent's ’s board meetings and other or to any privileged, confidential business informationor proprietary information or materials (except to the extent that such information or materials are generated by the Administrative Agent in the course of the performance of its obligations hereunder); and (iii) execute and deliver such 21 documents and do such acts and things as the Servicer may reasonably request in order to effect the purposes of the Servicing Agreement.
Appears in 1 contract
Samples: Administrative Agency Agreement (Willis Lease Finance Corp)
Administrative Agent Undertakings. The Administrative Agent hereby covenants with MSAF AerCo Group that it will conduct its business such that it is a separate and readily identifiable business from, and independent of, each MSAF AerCo Group Member and further covenants as follows (it being understood that these covenants shall not prevent any Affiliate of the Administrative Agent Person within AerCo Group from publishing financial statements that are consolidated with those of the MSAF GroupGuarantor, if to do so is required by Applicable Law or accounting principles from time to time in effect, and that Affiliates of the Administrative Agent and certain MSAF Group Members may file a consolidated tax return for United States federal, state and local income tax purposes)::
(a) if the Administrative Agent receives any money whatsoever, which money belongs to any MSAF AerCo Group Member, the Trustee or the Security Trustee or is to be paid to any MSAF AerCo Group Member, the Trustee or the Security Trustee or into any account pursuant to any Relevant Related Document or otherwise, it will hold such money in trust for such MSAF Group Member, the Trustee or the Security Trustee, as the case may beAerCo Group, and shall keep such money separate from all other money belonging to the Administrative Agent and shall as promptly as practicable thereafter pay the same into the relevant account in accordance with the terms thereof without exercising any right of setoff;
(b) it will comply with any proper directions, orders and instructions which any MSAF AerCo Group Member or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement and the Indenture; provided, that to the extent any conflicts arise between instructions received from a MSAF Group Member and the Security Trustee, the Administrative Agent shall comply with such MSAF Group Member's instructions, unless such instructions relate to the Bank Account Management and Calculation Services described in Section 2.04 and then in such case the Administrative Agent shall comply only with the instructions of the Security Trustee.Agreement;
(c) it will not knowingly fail to comply with any legal requirements in the performance of the Administrative Services;
(d) it will make all payments required unless to do so would be made by it at any time and from time to time pursuant to this Agreement on in accordance with the required date for payment thereof and shall turn over any amounts owed to the Security TrusteeIndenture, MSAF or the Trustee without set-off or counterclaim;
(e) it will not take any steps for the purpose of procuring the appointment of any administrative receiver or the making of an administrative order or for instituting any bankruptcy, reorganization, arrangement, insolvency, winding up, liquidation, composition or any like proceedings under the laws of any jurisdiction in respect of any MSAF Person within AerCo Group Member or in respect of any of their respective liabilities, including, without limitation, as a result of any claim or interest of the Administrative Agent or any of its Affiliates;
(f) it will cooperate with each MSAF Group Member and its respective trustees, directors and agents and the Security Trustee and the Trustee, including by providing such information as may reasonably be requested, to permit MSAF Group or its authorized agents to monitor the Administrative Agent's compliance with its obligations under this Agreement;
(g) during the term of this Agreement, it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each MSAF Group Member;
(h) during the term of this Agreement, it will maintain its assets and liabilities separate and distinct from each MSAF Group Member;
(i) during the term of this Agreement, it will maintain records, books, accounts and minutes separate from those of each MSAF Group Member;
(j) during the term of this Agreement, it will pay its obligations in the ordinary course of its business as a legal entity separate from each MSAF Group Member;
(k) during the term of this Agreement, it will keep its funds separate and distinct from the funds of each MSAF Group Member, and it will receive, deposit, withdraw and disburse such funds separately from the funds of each MSAF Group Member;
(l) during the term of this Agreement, it will conduct its business in its own name, and not in the name of any MSAF Group Member;
(m) during the term of this Agreement, it will not pay or become liable for any debt of any MSAF Group Member, other than to make payments in the form of indemnity as required by the express terms of this Agreement;
(n) during the term of this Agreement, it will not hold out that it is a division of any MSAF Group Member or that any MSAF Group Member is a division of it;
(o) during the term of this Agreement, it will not induce any third party to rely on the creditworthiness of any MSAF Group Member in order that such third party will be induced to contract with it;
(p) during the term of this Agreement, it will not enter into any agreements between it and any MSAF Group Member that are more favorable to either party than agreements that the parties would have been able to enter into at such time on an arm's-length basis with a non-affiliated third party, other than any Relevant Documents in effect on the date hereof (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transactions); and
(q) during the term of this Agreement, it will (i) forward promptly to the Servicer a copy of any material communication received from any Person in relation to any Lease or Aircraft; (ii) grant such access to the Servicer to its books of account, documents and other records and to its employees as may be reasonably necessary for the Servicer to perform its obligations in respect of any Lease or Aircraft under the Servicing Agreement; provided, however, that the Servicer shall not have access to the minutes of the Administrative Agent's board meetings and other confidential business information; and (iii) execute and deliver such documents and do such acts and things as the Servicer may reasonably request in order to effect the purposes of the Servicing Agreement.,
Appears in 1 contract
Administrative Agent Undertakings. The Administrative Agent hereby covenants with MSAF the Issuer Group that it will conduct its business such that it is a separate and readily identifiable business from, and independent of, each MSAF Issuer Group Member and further covenants as follows (it being understood that these covenants shall not prevent any Affiliate of the Administrative Agent from publishing financial statements that are consolidated with those of the MSAF Group, if to do so is required by Applicable Law or accounting principles from time to time in effect, and that Affiliates of the Administrative Agent and certain MSAF Group Members may file a consolidated tax return for United States federal, state and local income tax purposes):follows:
(a) if the Administrative Agent receives any money whatsoever, which money belongs to any MSAF Issuer Group Member, the Trustee or the Security Trustee or is to be paid to any MSAF Issuer Group Member, the Trustee or the Security Trustee or into any account pursuant to any Relevant Related Document or otherwise, it will hold such money in trust for such MSAF Issuer Group Member, the Trustee or the Security Trustee, as the case may be, and shall keep such money separate from all other money belonging to the Administrative Agent and shall as promptly as practicable thereafter pay the same into the relevant account in accordance with the terms thereof without exercising any right of setoffsetoff it may have;
(b) it will comply with any proper directions, orders and instructions which any MSAF Issuer Group Member (with respect to the Issuer Group Services) or the Security Trustee or the Trustee (with respect to the Bank Account Management Services) may from time to time give to it in accordance with the provisions of this Agreement and the Indenture; provided, that to during the extent continuance of any conflicts arise between instructions received from a MSAF Group Member and the Security TrusteeEvent of Default, the Administrative Agent shall comply with such MSAF Group Member's instructions, unless such instructions relate to the Bank Account Management and Calculation Services described in Section 2.04 and then in such case the Administrative Agent shall comply only with the instructions of the Security Trustee.Trustee as to all Administrative Services;
(c) it will not knowingly fail to comply with any legal requirements in the performance of the Administrative Services;
(d) it will make all payments required to be made by it at any time and from time to time pursuant to this Agreement on the required date for payment thereof and shall turn over any amounts owed to the Security Trustee, MSAF the Issuer, any other Issuer Group Member or the Trustee without set-off or counterclaim;
(e) it will not take any steps for the purpose of procuring the appointment of any administrative receiver or the making of an administrative order or for instituting any bankruptcy, reorganization, arrangement, insolvency, winding up, liquidation, composition or any like proceedings under the laws of any jurisdiction in respect of any MSAF Issuer Group Member or in respect of any of their respective liabilities, including, without limitation, as a result of any claim or interest of the Administrative Agent or any of its Affiliates;
(f) it will cooperate with each MSAF Issuer Group Member and its respective trustees, directors and agents (with respect to the Issuer Group Services when no Event of Default has occurred and is continuing) and the Security Trustee and the TrusteeTrustee (with respect to the Bank Account Management Services, or, following the giving of a Default Notice or during the continuance of an Acceleration, all Administrative Services), including by providing such 21 information as may reasonably be requested, to permit MSAF Group or its authorized agents such Persons to monitor the Administrative Agent's compliance with its obligations under this Agreement;
(g) during the term of this Agreement, it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each MSAF Issuer Group Member;
(h) during the term of this Agreement, it will maintain its assets and liabilities separate and distinct from each MSAF Issuer Group Member;
(i) during the term of this Agreement, it will maintain records, books, accounts and minutes separate from those of each MSAF Issuer Group Member;
(j) during the term of this Agreement, it will pay its obligations in the ordinary course of its business as a legal entity separate from each MSAF Issuer Group Member;
(k) during the term of this Agreement, it will keep its funds separate and distinct from the funds of each MSAF Issuer Group Member, and it will receive, deposit, withdraw and disburse such funds separately from the funds of each MSAF Issuer Group Member;
(l) during the term of this Agreement, it will conduct its business in its own name, and not in the name of any MSAF Issuer Group Member;
(m) during the term of this Agreement, it will not pay or become liable for any debt of any MSAF Issuer Group Member, other than to make payments in the form of indemnity as required by the express terms of this Agreement;
(n) during the term of this Agreement, it will not hold out that it is a division of any MSAF Issuer Group Member or that any MSAF Issuer Group Member is a division of it;
(o) during the term of this Agreement, it will not induce any third party to rely on the creditworthiness of any MSAF Issuer Group Member in order that such third party will be induced to contract with it;
(p) during the term of this Agreement, it will not enter into any agreements between it and any MSAF Issuer Group Member that are more favorable to either party than agreements that the parties would have been able to enter into at such time on an arm's-length basis with a non-affiliated third party, other than any Relevant Related Documents in effect on the date hereof (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transactions); and
(q) during the term of this Agreement, it will (i) forward promptly to the Servicer a copy of any material communication received from any Person in relation to any Lease or Aircraft; (ii) grant such access to the Servicer to its books of account, documents and other records and to its employees as may be reasonably necessary for the Servicer or the Additional Servicer to perform its obligations in respect of any Lease or Aircraft under the Servicing Agreement; provided, however, that the Servicer shall not have access to the minutes of the Administrative Agent's board meetings and other confidential business information; and (iii) execute and deliver such documents and do such acts and things as the Servicer may reasonably request in order to effect the purposes of the Servicing Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Lease Investment Flight Trust)
