Aircraft and Leases. (a) Section 3.10(a) of the AerCap Disclosure Letter lists each aircraft and aircraft engine owned (directly or beneficially) or leased by AerCap or a subsidiary of AerCap as of the date hereof. Except as otherwise set forth in Section 3.10(a) of the AerCap Disclosure Letter, as of the date of this Agreement, AerCap or a subsidiary of AerCap (i) is the sole legal and beneficial owner of, and has good and valid title to, each Aircraft and Engine and (ii) is the holder of a lessor’s interest in the Aircraft under the applicable Lease Documents, with respect to each lease of an Aircraft to a Lessee (or an intermediary for the Lessee), which Aircraft and which interest under those Lease Documents are, in each case, to AerCap’s knowledge, free and clear of all liens, other than Permitted Encumbrances.
(b) Section 3.10(b) of the AerCap Disclosure Letter sets forth, as of the date of this Agreement, all outstanding purchase orders and other commitments made by AerCap or a subsidiary of AerCap to purchase aircraft and/or engines, including the expected month of delivery.
(c) True and complete copies of each Lease Document (including, for purposes of this Section 3.10(c), the leases and all other material agreements (including any assignments, novations, side letters, amendments, waivers, modifications, assignment of warranties or option agreements) delivered in connection with, or relating to, the lease of any Aircraft or Engine that AerCap or a subsidiary of AerCap has committed to purchase) to which AerCap or a subsidiary of AerCap is a party have been made available to Genesis. Each such Lease Document is, and after the consummation of the transactions contemplated by this Agreement will continue to be, a valid and binding obligation of it and its subsidiaries (to the extent they are parties thereto or bound thereby) enforceable against it and, to its knowledge, each other party thereto, in accordance with its terms and is in full force and effect, and it and each of its subsidiaries (to the extent they are party thereto or bound thereby) and, to its knowledge, each other party thereto has performed in all material respects all obligations required to be performed by it under each Lease Document, except where such failure to be valid and binding or such non-performance has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth on Section 3.10(c), Section 3.10(d) or Section 3.10(g) of...
Aircraft and Leases. (a) Section 4.11(a) of the Genesis Disclosure Letter lists each aircraft and aircraft engine owned (directly or indirectly) or leased by Genesis or a subsidiary of Genesis as of the date hereof. Except as otherwise set forth in Section 4.11(a) of the Genesis Disclosure Letter, as of the date of this Agreement, Genesis or a subsidiary of Genesis (i) is the sole legal and beneficial owner of, and has good and valid title to, each Aircraft and Engine and (ii) is the holder of a lessor’s interest in the Aircraft under the applicable Lease Documents, with respect to each lease of an Aircraft to a Lessee (or an intermediary for the Lessee), which Aircraft and which interest under those Lease Documents are, in each case, to Genesis’s knowledge, free and clear of all liens, other than Permitted Encumbrances.
(b) Section 4.11(b) of the Genesis Disclosure Letter sets forth, as of the date of this Agreement, all outstanding purchase orders and other commitments made by Genesis or a subsidiary of Genesis to purchase aircraft and/or engines, including the expected month of delivery.
(c) To Genesis’s knowledge, (A) true and complete copies of each Lease Document (including, for purposes of this Section 4.11(c), the leases and all other material agreements (including any assignments, novations, side letters, amendments, waivers, modifications, assignment of warranties or option agreements) delivered in connection with, or relating to, the lease of any Aircraft or Engine that Genesis or a subsidiary of Genesis has committed to purchase) to which Genesis or a subsidiary of Genesis is a party have been made available to AerCap, (B) each such Lease Document is, and after the consummation of the transactions contemplated by this Agreement will continue to be, a valid and binding obligation of it and its subsidiaries (to the extent they are parties thereto or bound thereby) enforceable against it and, to its knowledge, each other party thereto, in accordance with its terms and is in full force and effect, and it and each of its subsidiaries (to the extent they are party thereto or bound thereby) and, to its knowledge, each other party thereto has performed in all material respects all obligations required to be performed by it under each Lease Document, except where such failure to be valid and binding or such non-performance has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, and (C) except as set forth in Sec...
Aircraft and Leases. Section 3.26 of the Company Disclosure Letter contains a complete and accurate list of all aircraft owned and all aircraft leased by the Company or any Company Subsidiary (including any trust) to a Person other than the Company or a Company Subsidiary as of September 30, 2019. Copies of each material Aircraft Lease in effect as of September 30, 2019 have been made available to Parent. Such copies are accurate and complete in all material respects. As of the date hereof, with respect to each aircraft listed in Section 3.26 of the Company Disclosure Letter, (a) the Company or a Company Subsidiary is either (i) the sole legal and beneficial owner of such aircraft or (ii) the beneficial owner of such aircraft and legal title to such aircraft is held in trust for the Company or a Company Subsidiary, and (b) the Company or a Company Subsidiary (including any trust) is the holder of a lessor’s interest in each such aircraft that is on lease to an Aircraft Lessee under the applicable Aircraft Lease Documents, in each case of the foregoing clauses (a) and (b) free and clear of all Liens, other than Permitted Liens.
Aircraft and Leases. (a) All Aircraft owned or leased by any Company or any Company Subsidiary (or by Xxxxx Fargo Bank, Northwest, N.A., as owner trustee for and on behalf of a Company Subsidiary) as of the date hereof are identified by manufacturer serial number of the applicable airframe in Schedule 6.19(a)(i) (“Company Aircraft”). All Engines owned or leased by any Company or any Company Subsidiary (or by the Xxxxx Fargo Bank, Northwest, N.A., as owner trustee for and on behalf of a Company Subsidiary) and designated as belonging to a Company Aircraft as of the date hereof are identified by manufacturer serial number in Schedule 6.19(a)(ii) (“Company Engines”). As set forth on Schedule 6.19(a)(iii), a Company or a wholly-owned Company Subsidiary (together, in either case, with any trustee therefor) is the sole legal and beneficial owner (if the Company or Company Subsidiary is the legal and beneficial owner of the Company Aircraft or Company Engine) or the sole beneficial owner (if the Company or Company Subsidiary is the beneficiary under a trust relating to the Company Aircraft or Company Engine) of (i) the Company Aircraft, (ii) the Company Engines and (iii) a lessor’s interest in the Company Aircraft under the applicable Lease Documents, with respect to each lease of a Company Aircraft to a Lessee (or an intermediary for the Lessee), each of which Company Aircraft, Company Engine and interest under those Lease Documents is free and clear of all Encumbrances, other than Permitted Encumbrances.
(b) The Leases have not been terminated. Except as set forth on Schedule 6.19(b), as of the date hereof, no written notice of the termination or extension of the leasing, bailing, conditional selling or chartering of any Company Aircraft or Company Engine pursuant to any Lease has been given or received and has not been withdrawn, in each case, by any Company or any Company Subsidiary. Except as set forth on Schedule 6.19(b), there are no agreements with any Lessee to contribute towards the modification of any Aircraft or make any similar payments with respect to any Aircraft.
(c) To the knowledge of the Sellers, the certificates of airworthiness, or equivalent, for the Company Aircraft remain in full force and effect. To the knowledge of the Sellers, no Event of Loss or any event which with the giving of notice or the lapse of time would reasonably be expected to become an Event of Loss with respect to any Company Aircraft or Company Engine has occurred. Except as set forth on Sch...
Aircraft and Leases. (a) The Company Disclosure Schedule sets forth with respect to each Aircraft:
(i) the manufacturer, make, model, serial number, date of manufacture and registration mark of the airframe and the manufacturer, make, model, serial nxxxxr of each Engine;
(ii) the Lessee of the Aircraft and a summary of the terms of the Lease for the Aircraft, including: the lease term (including a description of any extension and early termination options); the amounts (or the basis for determining such amounts) of rent and maintenance reserves, however denominated, payable by the Lessee and the payment terms thereof (including whether such amounts are payable in advance or arrears, or otherwise); the amount of any cash security deposits and a description of any letters of credit (including the identity of the issuing and/or confirming banks, the beneficiary and the amount that is available for drawings thereunder) in lieu of cash security deposits;
(iii) a description of (A) all cost-sharing, "top-up" or other obligations of the Company or one of its Subsidiaries (or any trustee for its benefit) to reimburse the Lessee or any other Person for or to contribute to maintenance, overhauls, repairs or improvements to the Aircraft, and (B) all pending claims by the Lessee for reimbursement of maintenance reserves or by the Lessee or any other Person for reimbursements for or contributions to maintenance, overhauls, repairs or improvements to the Aircraft;
(iv) a summary of required levels of hull and liability (general and war risk) insurance, deductibles or Lessee self-insurance, and agreed or stipulated loss values;
(v) a list of known damage history (limited to damage or repairs in excess of 5% of current net book value);
(vi) the Lender(s), and the principal, outstanding balance(s), scheduled maturity date(s), interest rate(s) and monthly debt service obligations arising under each Financing Agreement in respect of the Aircraft; and
(vii) a true and complete list of all Aircraft Documents (including summaries of all unwritten Contracts) relating to the Aircraft. The Company has provided or made available to the Parent true and complete copies of each Aircraft Document.
Aircraft and Leases. Section 3.10(a) of the AerCap Disclosure Letter lists each aircraft and aircraft engine owned (directly or beneficially) or leased by AerCap or a subsidiary of AerCap as of the date Table of Contents hereof. Except as otherwise set forth in Section 3.10(a) of the AerCap Disclosure Letter, as of the date of this Agreement, AerCap or a subsidiary of AerCap (i) is the sole legal and beneficial owner of, and has good and valid title to, each Aircraft and Engine and (ii) is the holder of a lessor's interest in the Aircraft under the applicable Lease Documents, with respect to each lease of an Aircraft to a Lessee (or an intermediary for the Lessee), which Aircraft and which interest under those Lease Documents are, in each case, to AerCap's knowledge, free and clear of all liens, other than Permitted Encumbrances.
Aircraft and Leases. Section 4.11(a) of the Genesis Disclosure Letter lists each aircraft and aircraft engine owned (directly or indirectly) or leased by Genesis or a subsidiary of Genesis as of the date hereof. Except as otherwise set forth in Section 4.11(a) of the Genesis Disclosure Letter, as of the date of this Agreement, Genesis or a subsidiary of Genesis (i) is the sole legal and beneficial owner of, and has good and valid title to, each Aircraft and Engine and (ii) is the holder of a lessor's interest in the Aircraft under the applicable Lease Documents, with respect to each lease of an Aircraft to a Lessee (or an intermediary for the Lessee), which Aircraft and which interest under those Lease Documents are, in each case, to Genesis's knowledge, free and clear of all liens, other than Permitted Encumbrances. Table of Contents
Aircraft and Leases. (i) Seller is the sole legal and beneficial owner of the applicable Aircraft (except that (i) Seller does not have legal title to the X000-000 Xxxxxxxx XXX 00000, (ii) on the date hereof, Seller is the sole beneficial owner of the B737-300 Aircraft MSN 24449 and (iii) on August 10, 1999, MSA IV shall be the sole beneficial owner of such Aircraft) and (ii) Seller is the sole legal and beneficial owner of the lessor's interest under the applicable Lease Documents (except that on August 10, 1999 MSA IV shall be the sole beneficial owner of the lessor's interest under the applicable Lease Documents), which Aircraft and which Lease Documents are free and clear of all Liens other than (a) the rights conferred by the Lease Documents; (b) any Liens for which the applicable Lessee is responsible or for which it is to indemnify the lessor under the terms of the relevant Lease; (c) any Liens which are "permitted liens" under the applicable Lease other than a Lien created by Seller; or (d) Liens which do not materially detract from the value of such Aircraft, or materially interfere with any present or intended use of such Aircraft (collectively, the "Permitted Liens") and upon consummation of the transactions contemplated hereby, MSA V will have directly or indirectly, as applicable, acquired good and marketable title in and to each of the Aircraft listed in Exhibit A-1 and MSA IV will have acquired good and marketable title in and to the Aircraft listed in Exhibit A-2, in each case, free and clear of all Liens, except for Permitted Liens;
(b) no Event of Default (as defined in the applicable Lease) has occurred and is continuing under any Lease, provided that with respect to Events of Default that are violations of "non-discrimination" or similar provisions of any Lease that affect the average of three independently appraised "base values" of the Aircraft, this representation shall only be made to the extent of Seller's knowledge; no payment failure or failure to maintain insurance has occurred which with the giving of notice or passage of time or both would become an Event of Default (as so defined) under any Lease; and, to the knowledge of Seller, no other event which with the giving of notice or passage of time or both would become an Event of Default (as so defined) under such Lease has occurred;
(c) there are no outstanding airworthiness directives or similar demands from any governmental, semi-governmental or public authority or instrumentality or any other Pe...
Aircraft and Leases. (a)(i) Each of Seller and, with respect to the B767-300 Aircraft MSN 24798, SPC-5, is the sole legal and beneficial owner of the applicable Aircraft and (ii) each of Seller and, with respect to the B767-300 Aircraft MSN 24798, SPC-5, is the sole legal and beneficial owner of the lessor's interest under the applicable Lease Documents, which Aircraft and which Lease Documents are free and clear of all Liens other than (a) the rights conferred by the Lease Documents; (b) any Liens for which the applicable Lessee is responsible or for which it is to indemnify the lessor under the terms of the relevant Lease; (c) any Liens which are "permitted liens" under the applicable Lease other than a Lien created by Seller or SPC-5; or (d) Liens which do not materially detract from the value of such Aircraft, or materially interfere with any present or intended use of such Aircraft (collectively, the
Aircraft and Leases. 3.9.1 All Aircraft owned or leased by any Asset Owning Entity or Owner Trust are set forth in the relevant Part of Schedule 1. An Asset Owning Entity or Owner Trust, or a Subsidiary of an Asset Owning Entity or an Owner Trust, as the case may be, is (a) the sole owner of (and holds good title to) each Aircraft (not including the Finance Lease Aircraft) and (b) the sole owner of a lessor's interest in each Aircraft under the Lease Documents applicable to such Aircraft. Each Aircraft, and interest under the Lease Documents applicable to such Aircraft, is free and clear of all Liens (other than Permitted Liens).
3.9.2 Schedule 6 contains a complete and correct list of the Leases relating to each Aircraft. Except as set forth in Schedule 6, no notice of the termination of the leasing, bailing, conditional selling or chartering of any Aircraft pursuant to any Lease has been given and has not been withdrawn as of the date of this Agreement by, or on behalf of, the Asset Owning Entity or Owner Trust or Subsidiary of an Asset Owning Entity, as the case may be, which is a party to such Lease.
3.9.3 To the Knowledge of Seller, there is no outstanding AD with respect to any Aircraft which has not been complied with in all material respects within the timeframe allowed therefore by the relevant AD.
3.9.4 To the Knowledge of Seller, no Event of Loss with respect to any Aircraft has occurred.
3.9.5 To the Knowledge of Seller, no Material Default with respect to any Aircraft has occurred and is continuing.
3.9.6 Other than pursuant to any Material Contract or any other document which has been made available to Buyer, there are no existing options to purchase, sell or, as of this date of this Agreement, lease any aircraft or Aircraft which have not been exercised by any Asset Owning Entity or Owner Trust, or the relevant Lessee, lessor or any other Person, or which have been exercised but which have not been consummated as of the date of this Agreement.
3.9.7 Other than pursuant to any document referred to in Schedule 5, there are no outstanding purchase orders or other commitments to or with Manufacturers or any other Person and made by any Asset Owning Entity or Owner Trust or Subsidiary of an Asset Owning Entity or Owner Trust to purchase aircraft or engines. Part 3 of Schedule 5 sets forth, as of the date of this Agreement, all outstanding purchase orders and other commitments made by any Asset Owning Entity or Owner Trust to purchase aircraft, engines or spare parts ...
