Conditions of Revolving Loans. The obligation of the Lenders to make Revolving Loans hereunder on or subsequent to the Initial Closing Date (other than additional loans to a Borrower in connection with (i) an increase in the Applicable Aircraft Advance Rate as provided in the definition thereof, (ii) Approved Improvements, or (iii) a Qualified Conversion) is subject to the conditions precedent that: (a) each of the conditions to making the Revolving Credit Facility available to the Borrowers, as set forth in Section 5.1, shall have been satisfied on or prior to the date of the initial Loan after the Closing Date; (b) the representations and warranties of the Credit Parties set forth in Article VI and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Loan, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date; (c) the Borrowing Affiliate with respect to such Loan shall have executed and delivered to the Agent an Assumption Letter, and each Borrower and the Agent shall have executed such Assumption Letter and the Borrowing Affiliate shall have delivered to the Agent all other agreements, instruments and documents required by such Assumption Letter; (d) the Borrowing Affiliate with respect to such Loan shall have delivered to the Agent (i) Facility Guaranties fully executed by Holdings, Irish Holdings and any Beneficial Owner of such Borrowing Affiliate, by each Subsidiary of any such Beneficial Owner (other than such Borrowing Affiliate), by each Subsidiary of such Borrowing Affiliate and by the Applicable Intermediary (if any); (ii) Pledge Agreements fully executed by the appropriate pledgors, granting a security interest in all Pledged Interests with respect to each such Beneficial Owner, such Borrowing Affiliate, each Subsidiary of any Beneficial Owner, each Subsidiary of such Borrowing Affiliate, and the Applicable Intermediary (if any); (iii) Security Agreements fully executed by such Borrowing Affiliate, any Beneficial Owner of such Borrowing Affiliate, each Subsidiary of any Beneficial Owner, each Subsidiary of such Borrowing Affiliate, and the Applicable Intermediary (if any); and ((iv) Lockbox Agreements executed by each Borrower; (e) the Agent shall have received the latest drafts of the following within 5 Business Days prior to the date of the Loan, an organized pre-closing of the required documentation shall have occurred at least one Business Day prior to the date of the Loan, and the Agent shall have received final versions of the following, in form and substance satisfactory to the Agent and the Lenders, on or prior to the date of the Loan: (i) each of the documents and instruments (including without limitation the opinions of counsel, the resolutions of boards of directors or other appropriate governing bodies or committees, the specimen signatures, officer's certificates, Organizational Documents and governmental certificates of existence, qualification, good standing and assumed name) required by Section 5.1 as if such Borrowing Affiliate had been a Borrowing Affiliate (and its Beneficial Owner, their respective Subsidiaries and the Applicable Intermediary (if any) had been in such positions) on the Initial Closing Date; (ii) with respect to each Financed Aircraft registered in the United States, the favorable written opinion with respect to the Loan Documents and the transactions contemplated thereby of FAA Counsel dated the date of such Loan, addressed to the Agent (on behalf of itself and the Lenders), substantially in the form of Exhibit G-2 or otherwise reasonably satisfactory to special counsel to the Agent; (iii) with respect to every other Financed Aircraft, the favorable written opinion with respect to the Loan Documents and the transactions contemplated thereby of local counsel in each Applicable Foreign Jurisdiction dated the date of such Loan, addressed to the Agent (on behalf of itself and the Lenders), substantially in the forms of Exhibit G-3 and Exhibit G-4 or otherwise reasonably satisfactory to special counsel to the Agent; (iv) certificates of insurance from qualified brokers of aircraft insurance or other evidence satisfactory to the Agent, evidencing all insurance required by the Loan Documents (including without limitation all insurance required by Exhibit L with respect to each Aircraft that is to be a Financed Aircraft); (v) a Borrowing Notice; (vi) a certificate of an Authorized Representative substantially in the form of Exhibit R containing computations of the Borrowing Base and providing information about the Financed Aircraft, in each case after giving effect to such Loan and any related Financed Aircraft; (vii) Uniform Commercial Code financing statements appropriate for filing in all places required by applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien in and to such other Collateral as the Agent may require, including without limitation: (1) the delivery by the Borrowers of all stock certificates and other certificates, if any, evidencing ownership of any Pledged Interests, accompanied in each case by duly executed stock or transfer powers (or other appropriate transfer documents) in blank affixed thereto; and (2) the delivery by the Borrowers of "control agreements" that have been executed by the respective issuers (and consented to by the respective Credit Parties) with respect to any uncertificated Pledged Interests; (3) with respect to each Financed Aircraft registered in the United States, evidence of the filing with the FAA Recording Office all documents required by the FAA in order to protect the Applicable Borrower's right, title and interest in such Financed Aircraft; (4) with respect to each Financed Aircraft not registered in the United States, evidence of the filing with each applicable recording office in each Applicable Foreign Jurisdiction of all documents required by such office or any Applicable Foreign Aviation Law in order to protect the Applicable Borrower's right, title and interest in such Financed Aircraft in such Applicable Foreign Jurisdiction; (5) a copy of the executed purchase agreement and executed xxxx of sale evidencing the purchase by the Applicable Borrower of each Financed Aircraft; (6) copies of the certificates of aircraft registration issued by the FAA and certificates of airworthiness issued by the FAA, in each case with respect to each Aircraft registered in the United States; and (7) evidence of registration and other applicable qualification issued by any Applicable Foreign Jurisdiction to the extent such registration or qualification is required by an Applicable Foreign Aviation Law, in each case with respect to each Aircraft not registered in the United States; (viii) results of a search of Liens filed with the FAA or any Applicable Foreign Jurisdiction with respect to any Aircraft that is or is to be a Financed Aircraft; (ix) for each Financed Aircraft that will be subject to an Eligible Lease on the date of the initial Loan, copies of each such Eligible Lease; (x) for each Financed Aircraft that will be subject to an Eligible Lease on the date of the initial Loan for such Financed Aircraft, a Lessee Notice and evidence (which may be in the form of a legal opinion) that the Agent shall have the right, under the laws of the Applicable Foreign Jurisdiction, to enforce directly the Eligible Lease against the Lessee, including without limitation, the obligation of the Lessee to make payments under the Eligible Lease to the applicable Account; and (xi) a fully-executed copy of the Servicing Agreement certified by a Secretary or Assistant Secretary of Servicer, and certification of the amount of fees to be payable to Servicer in connection with such Servicing Agreement, which agreement and fees shall be acceptable to the Agent in its sole reasonable discretion; (f) at the time of (and after giving effect to) the initial Loan, no Default or Event of Default specified in Article IX shall have occurred and be continuing; (g) immediately after giving effect to the initial Loan; (i) the aggregate principal balance of all outstanding Revolving Loans for each Lender shall not exceed such Lender's Revolving Credit Commitment; and (ii) the Revolving Credit Outstandings shall not exceed the lesser of the Borrowing Base or the Total Revolving Credit Commitment.
Appears in 1 contract
Samples: Credit Agreement (Aircastle LTD)
Conditions of Revolving Loans. The obligation of the Lenders to make Revolving Loans hereunder on or subsequent to the Initial Closing Date (other than additional loans to a Borrower in connection with (i) an increase in the Applicable Aircraft Advance Rate as provided in the definition thereof, (ii) Approved Improvements, or (iii) a Qualified Conversion) is subject to the conditions precedent that:
(a) each of the conditions to making the Revolving Credit Facility available to the Borrowers, as set forth in Section 5.1, shall have been satisfied on or prior to the date of the initial Loan after the Closing Date;
(b) the representations and warranties of the Credit Parties set forth in Article VI and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Loan, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date;
(c) the Borrowing Affiliate with respect to such Loan shall have executed and delivered to the Agent an Assumption Letter, and each Borrower and the Agent shall have executed such Assumption Letter and the Borrowing Affiliate shall have delivered to the Agent all other agreements, instruments and documents required by such Assumption Letter;
(d) the Borrowing Affiliate with respect to such Loan shall have delivered to the Agent (i) Facility Guaranties fully executed by Holdings, Irish Holdings and any Beneficial Owner of such Borrowing Affiliate, by each Subsidiary of any such Beneficial Owner (other than such Borrowing Affiliate), by each Subsidiary of such Borrowing Affiliate and by the Applicable Intermediary (if any); (ii) Pledge Agreements fully executed by the appropriate pledgors, granting a security interest in all Pledged Interests with respect to each such Beneficial Owner, such Borrowing Affiliate, each Subsidiary of any Beneficial Owner, each Subsidiary of such Borrowing Affiliate, and the Applicable Intermediary (if any); (iii) Security Agreements fully executed by such Borrowing Affiliate, any Beneficial Owner of such Borrowing Affiliate, each Subsidiary of any Beneficial Owner, each Subsidiary of such Borrowing Affiliate, and the Applicable Intermediary (if any); and ((iv) Lockbox Agreements executed by each Borrower;
(e) the Agent shall have received the latest drafts of the following within 5 Business Days prior to the date of the Loan, an organized pre-closing of the required documentation shall have occurred at least one Business Day prior to the date of the Loan, and the Agent shall have received final versions of the following, in form and substance satisfactory to the Agent and the Lenders, on or prior to the date of the Loan:
(i) each of the documents and instruments (including without limitation the opinions of counsel, the resolutions of boards of directors or other appropriate governing bodies or committees, the specimen signatures, officer's certificates, Organizational Documents and governmental certificates (if any) of existence, qualification, good standing and assumed name) required by Section 5.1 as if such Borrowing Affiliate had been a Borrowing Affiliate (and its Beneficial Owner, their respective Subsidiaries and the Applicable Intermediary (if any) had been in such positions) on the Initial Closing Date;
(ii) with respect to each Financed Aircraft Eligible Asset registered in the United States, the favorable written opinion with respect to the Loan Documents and the transactions contemplated thereby of FAA Counsel dated the date of such Loan, addressed to the Agent (on behalf of itself and the Lenders), substantially in the form of Exhibit G-2 or otherwise reasonably satisfactory to special counsel to the Agent;
(iii) with respect to every other Financed AircraftEligible Asset, the favorable written opinion with respect to the Loan Documents and the transactions contemplated thereby of local counsel in each Applicable Foreign Jurisdiction dated the date of such Loan, addressed to the Agent (on behalf of itself and the Lenders), substantially in the forms of Exhibit G-3 and Exhibit G-4 or otherwise reasonably satisfactory to special counsel to the Agent;
(iv) certificates of insurance from qualified brokers of aircraft insurance or other evidence satisfactory to the Agent, evidencing all insurance required by the Loan Documents (including without limitation all insurance required by Exhibit L with respect to each Aircraft Eligible Asset that is to be a Financed AircraftEligible Asset);
(v) a Borrowing Notice;
(vi) a certificate of an Authorized Representative substantially in the form of Exhibit R containing computations of the Borrowing Base and providing information about the Financed AircraftEligible Asset, in each case after giving effect to such Loan and any related Financed AircraftEligible Asset;
(vii) Uniform Commercial Code financing statements appropriate for filing in all places required by applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien in and to such other Collateral as the Agent may require, including without limitation:
(1) the delivery by the Borrowers of all stock certificates and other certificates, if any, evidencing ownership of any Pledged Interests, accompanied in each case by duly executed stock or transfer powers (or other appropriate transfer documents) in blank affixed thereto; and
(2) the delivery by the Borrowers of "control agreements" that have been executed by the respective issuers (and consented to by the respective Credit Parties) with respect to any uncertificated Pledged Interests;
(3) with respect to each Financed Aircraft Eligible Asset registered in the United States, evidence of the filing with the FAA Recording Office all documents required by the FAA in order to protect the Applicable Borrower's right, title and interest in such Financed AircraftEligible Asset;
(4) with respect to each Financed Aircraft Eligible Asset not registered in the United States, evidence of the filing with each applicable recording office in each Applicable Foreign Jurisdiction of all documents required by such office or any Applicable Foreign Aviation Law in order to protect the Applicable Borrower's right, title and interest in such Financed Aircraft Eligible Asset in such Applicable Foreign Jurisdiction;
(5) a copy of the executed purchase agreement and executed xxxx of sale evidencing the purchase by the Applicable Borrower of each Financed AircraftEligible Asset;
(6) copies of the certificates of aircraft registration issued by the FAA and certificates of airworthiness issued by the FAA, in each case with respect to each Aircraft registered in the United States; and
(7) evidence of registration and other applicable qualification issued by any Applicable Foreign Jurisdiction to the extent such registration or qualification is required by an Applicable Foreign Aviation Law, in each case with respect to each Aircraft Eligible Asset not registered in the United States;
(viii) results of a search of Liens filed with the FAA or any Applicable Foreign Jurisdiction with respect to any Aircraft Eligible Asset that is or is to be a Financed AircraftEligible Asset;
(ix) for each Financed Aircraft Eligible Asset that will be subject to an Eligible Lease on the date of the initial Loan, copies of each such Eligible Lease;; and
(x) for each Financed Aircraft Eligible Asset that will be subject to an Eligible Lease on the date of the initial Loan for such Financed AircraftEligible Asset, a Lessee Notice and evidence (which may be in the form of a legal opinion) that the Agent shall have the right, under the laws of the Applicable Foreign Jurisdiction, to enforce directly the Eligible Lease against the Lessee, including without limitation, the obligation of the Lessee to make payments under the Eligible Lease to the applicable Account; and
(xi) a fully-executed copy of the Servicing Agreement certified by a Secretary or Assistant Secretary of Servicer, and certification of the amount of fees to be payable to Servicer in connection with such Servicing Agreement, which agreement and fees shall be acceptable to the Agent in its sole reasonable discretion;.
(f) at the time of (and after giving effect to) the initial Loan, no Default or Event of Default specified in Article IX shall have occurred and be continuing;
(g) immediately after giving effect to the initial Loan;
(i) the aggregate principal balance of all outstanding Revolving Loans for each Lender shall not exceed such Lender's Revolving Credit Commitment; and
(ii) the Revolving Credit Outstandings shall not exceed the lesser of the Borrowing Base or the Total Revolving Credit Commitment.
Appears in 1 contract
Samples: Credit Agreement (Aircastle LTD)
Conditions of Revolving Loans. The obligation obligations of the Lenders to make any Revolving Loans hereunder on or subsequent to the Initial Closing Date (other than additional loans to a Borrower in connection with (i) an increase in the Applicable Aircraft Advance Rate as provided in the definition thereof, (ii) Approved Improvements, or (iii) a Qualified Conversion) is are subject to the conditions precedent thatsatisfaction of the following conditions:
(a) each the Agent shall have received (1) a Borrowing Notice if required by Article II and (2) a certificate of an Authorized Representative containing computations of the conditions Borrowing Base, demonstrating compliance with the Concentration Restrictions and providing information about the Financed Aircraft, in each case after giving effect to making the Revolving Credit Facility available to the Borrowers, as set forth in Section 5.1, shall have been satisfied on or prior to the date of the initial such Loan after the Closing Dateand any related Financed Aircraft;
(b) the representations and warranties of the Credit Parties set forth in Article VI and VI, in each Section 3.6(g) of the other Security Agreement with respect to the Eligible Lease of the Financed Aircraft being financed on such borrowing date, and elsewhere in the Loan Documents shall be true and correct in all material respects on and as of the date of such Loan, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier datedate and except that (from the date that financial statements are delivered to the Agent and the Lenders pursuant to Section 7.1) the representation and warranty contained in Section 6.6(a) shall be deemed to be a representation and warranty that the financial statements of the Borrowers and their respective Subsidiaries most recently delivered to the Agent and the Lender pursuant to Section 7.1 present fairly the financial condition of such Borrowers and Subsidiaries as of the period reported therein, all in conformity with GAAP applied on a Consistent Basis;
(c) at the time of the initial Loan to any Borrowing Affiliate, such Borrowing Affiliate (including the Borrower with respect to such Loan Loan) shall have executed and delivered to the Agent an Assumption Letter, and each Borrower of the Borrowers and the Agent shall have executed such Assumption Letter and the Borrowing Affiliate shall have delivered to the Agent all other agreements, instruments and documents required by each such Assumption Letter;
(d) at the time of the initial Loan to any Borrowing Affiliate, such Borrowing Affiliate with respect to such Loan shall have delivered to the Agent (i) Facility Guaranties fully executed by Holdings, Irish Holdings and any each Beneficial Owner of such Borrowing Affiliate, by each Subsidiary of any such Beneficial Owner (other than such Borrowing Affiliate), by each Subsidiary of such Borrowing Affiliate and by the each Applicable Intermediary (if any); (ii) Pledge Agreements fully executed by the appropriate pledgors, granting a security interest in all Pledged Interests with respect to each such Beneficial Owner, such Borrowing Affiliate, each Subsidiary of any such Beneficial Owner, each Subsidiary of such Borrowing Affiliate, and the each Applicable Intermediary (if any); (iii) Security Agreements fully executed by such Borrowing Affiliate, any each Beneficial Owner of such Borrowing Affiliate, each Subsidiary of any such Beneficial Owner, each Subsidiary of each such Borrowing Affiliate, and the each Applicable Intermediary (if any); and ((iv) Lockbox Agreements Collateral Assignments with respect to any Eligible Lease fully executed by such Borrowing Affiliate, each BorrowerApplicable Intermediary (if any) and each Applicable Carrier;
(e) at the time of the initial Loan to any Borrowing Affiliate, such Borrowing Affiliate (including the Borrower with respect to such Loan) shall have delivered to the Agent all other agreements, instruments and documents required by each such Assumption Letter;
(f) without limiting the generality of the foregoing, the Agent shall have received the latest drafts of the following within 5 Business Days prior to the date of the Loan, an organized pre-closing of the required documentation shall have occurred at least one Business Day prior to the date of the Loan, and the Agent shall have received final versions of the following, in form and substance satisfactory to the Agent and the Lenders, on or prior to the date of the Loan:
(i) such advance, each of the documents and instruments (including without limitation the opinions of counsel, the resolutions of boards of directors or other appropriate governing bodies or committees, the specimen signatures, officer's certificates, Organizational Documents and governmental certificates of existence, qualification, good standing and assumed name) required by Section 5.1 5.2 as if such Borrowing Affiliate had been a Borrowing Affiliate (and its Beneficial Owner, their respective Subsidiaries and Borrower at the Applicable Intermediary (if any) had been in such positions) on the Initial Closing Date;
(ii) with respect to each Financed Aircraft registered in the United States, the favorable written opinion with respect to the Loan Documents and the transactions contemplated thereby of FAA Counsel dated the date of such Loan, addressed to the Agent (on behalf of itself and the Lenders), substantially in the form of Exhibit G-2 or otherwise reasonably satisfactory to special counsel to the Agent;
(iii) with respect to every other Financed Aircraft, the favorable written opinion with respect to the Loan Documents and the transactions contemplated thereby of local counsel in each Applicable Foreign Jurisdiction dated the date of such Loan, addressed to the Agent (on behalf of itself and the Lenders), substantially in the forms of Exhibit G-3 and Exhibit G-4 or otherwise reasonably satisfactory to special counsel to the Agent;
(iv) certificates of insurance from qualified brokers of aircraft insurance or other evidence satisfactory to the Agent, evidencing all insurance required by the Loan Documents (including without limitation all insurance required by Exhibit L with respect to each Aircraft that is to be a Financed Aircraft);
(v) a Borrowing Notice;
(vi) a certificate of an Authorized Representative substantially in the form of Exhibit R containing computations of the Borrowing Base and providing information about the Financed Aircraft, in each case after giving effect to such Loan and any related Financed Aircraft;
(vii) Uniform Commercial Code financing statements appropriate for filing in all places required by applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien in and to such other Collateral as the Agent may require, including without limitation:
(1) the delivery by the Borrowers of all stock certificates and other certificates, if any, evidencing ownership of any Pledged Interests, accompanied in each case by duly executed stock or transfer powers (or other appropriate transfer documents) in blank affixed thereto; and
(2) the delivery by the Borrowers of "control agreements" that have been executed by the respective issuers (and consented to by the respective Credit Parties) with respect to any uncertificated Pledged Interests;
(3) with respect to each Financed Aircraft registered in the United States, evidence of the filing with the FAA Recording Office all documents required by the FAA in order to protect the Applicable Borrower's right, title and interest in such Financed Aircraft;
(4) with respect to each Financed Aircraft not registered in the United States, evidence of the filing with each applicable recording office in each Applicable Foreign Jurisdiction of all documents required by such office or any Applicable Foreign Aviation Law in order to protect the Applicable Borrower's right, title and interest in such Financed Aircraft in such Applicable Foreign Jurisdiction;
(5) a copy of the executed purchase agreement and executed xxxx of sale evidencing the purchase by the Applicable Borrower of each Financed Aircraft;
(6) copies of the certificates of aircraft registration issued by the FAA and certificates of airworthiness issued by the FAA, in each case with respect to each Aircraft registered in the United States; and
(7) evidence of registration and other applicable qualification issued by any Applicable Foreign Jurisdiction to the extent such registration or qualification is required by an Applicable Foreign Aviation Law, in each case with respect to each Aircraft not registered in the United States;
(viii) results of a search of Liens filed with the FAA or any Applicable Foreign Jurisdiction with respect to any Aircraft that is or is to be a Financed Aircraft;
(ix) for each Financed Aircraft that will be subject to an Eligible Lease on the date time of the initial Loan, copies of each such Eligible Lease;
(x) for and as if each Financed Aircraft that will be subject to an Eligible Lease on the date of financed by such Loan had been financed by the initial Loan for such Financed Aircraft, a Lessee Notice and evidence (which may be in the form of a legal opinion) that the Agent shall have the right, under the laws of the Applicable Foreign Jurisdiction, to enforce directly the Eligible Lease against the Lessee, including without limitation, the obligation of the Lessee to make payments under the Eligible Lease to the applicable AccountLoan; and
(xi) a fully-executed copy of the Servicing Agreement certified by a Secretary or Assistant Secretary of Servicer, and certification of the amount of fees to be payable to Servicer in connection with such Servicing Agreement, which agreement and fees shall be acceptable to the Agent in its sole reasonable discretion;
(fg) at the time of (and after giving effect to) the initial each Loan, no Default or Event of Default specified in Article IX shall have occurred and be continuing;; and
(gh) immediately after giving effect to the initial a Revolving Loan;:
(i) the aggregate principal balance of all outstanding Revolving Loans for each Lender shall not exceed such Lender's Revolving Credit Commitment; and;
(ii) the Revolving Credit Outstandings shall not exceed the lesser of the Borrowing Base or the Total Revolving Credit Commitment.; and
(iii) no Concentration Restriction shall be exceeded or otherwise violated; and
Appears in 1 contract
Samples: Credit Agreement (Unicapital Corp)
Conditions of Revolving Loans. The obligation of the Lenders to make Revolving Loans hereunder on or subsequent to the Initial Closing Date (other than additional loans to a Borrower in connection with (i) an increase in the Applicable Aircraft Advance Rate as provided in the definition thereof, (ii) Approved Improvements, or (iii) a Qualified Conversion) is subject to the conditions precedent that:
(a) each of the conditions to making the Revolving Credit Facility available to the Borrowers, as set forth in Section 5.1, shall have been satisfied on or prior to the date of the initial Loan after the Closing Date;
(b) the representations and warranties of the Credit Parties set forth in Article VI and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Loan, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date;
(c) the Borrowing Affiliate with respect to such Loan shall have executed and delivered to the Agent an Assumption Letter, and each Borrower and the Agent shall have executed such Assumption Letter and the Borrowing Affiliate shall have delivered to the Agent all other agreements, instruments and documents required by such Assumption Letter;
(d) the Borrowing Affiliate with respect to such Loan shall have delivered to the Agent (i) Facility Guaranties (if any) fully executed by Holdings, Irish Holdings and any Beneficial Owner of such Borrowing Affiliate, by each Subsidiary of any such Beneficial Owner (other than such Borrowing Affiliate), by each Subsidiary of such Borrowing Affiliate and by the Applicable Intermediary (if any); (ii) Pledge Agreements fully executed by the appropriate pledgors, granting a security interest in all Pledged Interests with respect to each such Beneficial Owner, such Borrowing Affiliate, each Subsidiary of any Beneficial Owner, each Subsidiary of such Borrowing Affiliate, and the Applicable Intermediary (if any); (iii) Security Agreements fully executed by such Borrowing Affiliate, any Beneficial Owner of such Borrowing Affiliate, each Subsidiary of any Beneficial Owner, each Subsidiary of such Borrowing Affiliate, and the Applicable Intermediary (if any); and ((iv) Lockbox Agreements executed by each Borrower;
(e) the Agent shall have received the latest drafts of the following within 5 Business Days prior to the date of the Loan, an organized pre-closing of the required documentation shall have occurred at least one Business Day prior to the date of the Loan, and the Agent shall have received final versions of the following, in form and substance satisfactory to the Agent and the Lenders, on or prior to the date of the Loan:
(i) each of the documents and instruments (including without limitation the opinions of counsel, the resolutions of boards of directors or other appropriate governing bodies or committees, the specimen signatures, officer's ’s certificates, Organizational Documents and governmental certificates (if any) of existence, qualification, good standing and assumed name) required by Section 5.1 as if such Borrowing Affiliate had been a Borrowing Affiliate (and its Beneficial Owner, their respective Subsidiaries and the Applicable Intermediary (if any) had been in such positions) on the Initial Closing Date;
(ii) with respect to each Financed Aircraft Eligible Asset registered in the United States, the favorable written opinion with respect to the Loan Documents and the transactions contemplated thereby of FAA Counsel dated the date of such Loan, addressed to the Agent (on behalf of itself and the Lenders), substantially in the form of Exhibit G-2 or otherwise reasonably satisfactory to special counsel to the Agent;
(iii) with respect to every other Financed AircraftEligible Asset, the favorable written opinion with respect to the Loan Documents and the transactions contemplated thereby of local counsel in each Applicable Foreign Jurisdiction dated the date of such Loan, addressed to the Agent (on behalf of itself and the Lenders), substantially in the forms of Exhibit G-3 and Exhibit G-4 or otherwise reasonably satisfactory to special counsel to the Agent;
(iv) certificates of insurance from qualified brokers of aircraft insurance or other evidence satisfactory to the Agent, evidencing all insurance required by the Loan Documents (including without limitation all insurance required by Exhibit L with respect to each Aircraft Eligible Asset that is to be a Financed AircraftEligible Asset);
(v) a Borrowing Notice;
(vi) a certificate of an Authorized Representative substantially in the form of Exhibit R containing computations of the Borrowing Base and providing information about the Financed AircraftEligible Asset, in each case after giving effect to such Loan and any related Financed AircraftEligible Asset;
(vii) Uniform Commercial Code financing statements appropriate for filing in all places required by applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien in and to such other Collateral as the Agent may require, including without limitation:
(1) the delivery by the Borrowers of all stock certificates and other certificates, if any, evidencing ownership of any Pledged Interests, accompanied in each case by duly executed stock or transfer powers (or other appropriate transfer documents) in blank affixed thereto; and
(2) the delivery by the Borrowers of "“control agreements" ” that have been executed by the respective issuers (and consented to by the respective Credit Parties) with respect to any uncertificated Pledged Interests;
(3) with respect to each Financed Aircraft Eligible Asset registered in the United States, evidence of the filing with the FAA Recording Office all documents required by the FAA in order to protect the Applicable Borrower's ’s right, title and interest in such Financed AircraftEligible Asset;
(4) with respect to each Financed Aircraft Eligible Asset not registered in the United States, evidence of the filing with each applicable recording office in each Applicable Foreign Jurisdiction of all documents required by such office or any Applicable Foreign Aviation Law in order to protect the Applicable Borrower's ’s right, title and interest in such Financed Aircraft Eligible Asset in such Applicable Foreign Jurisdiction;
(5) a copy of the executed purchase agreement and executed xxxx bxxx of sale evidencing the purchase by the Applicable Borrower of each Financed AircraftEligible Asset;
(6) copies of the certificates of aircraft registration issued by the FAA and certificates of airworthiness issued by the FAA, in each case with respect to each Aircraft registered in the United States; and
(7) evidence of registration and other applicable qualification issued by any Applicable Foreign Jurisdiction to the extent such registration or qualification is required by an Applicable Foreign Aviation Law, in each case with respect to each Aircraft Eligible Asset not registered in the United States;
(viii) results of a search of Liens filed with the FAA or any Applicable Foreign Jurisdiction with respect to any Aircraft Eligible Asset that is or is to be a Financed AircraftEligible Asset;
(ix) for each Financed Aircraft Eligible Asset that will be subject to an Eligible Lease on the date of the initial Loan, copies of each such Eligible Lease;; and
(x) for each Financed Aircraft Eligible Asset that will be subject to an Eligible Lease on the date of the initial Loan for such Financed AircraftEligible Asset, a Lessee Notice and evidence (which may be in the form of a legal opinion) that the Agent shall have the right, under the laws of the Applicable Foreign Jurisdiction, to enforce directly the Eligible Lease against the Lessee, including without limitation, the obligation of the Lessee to make payments under the Eligible Lease to the applicable Account; and
(xi) a fully-executed copy the written report of the Servicing Agreement certified by a Secretary or Assistant Secretary of Servicer, and certification Appraiser setting forth the Maintenance Adjusted Current Market Value of the amount Financed Eligible Asset that is the subject of fees to be payable to Servicer in connection with such Servicing Agreement, which agreement and fees shall be acceptable to the Agent in its sole reasonable discretion;initial Loan.
(f) at the time of (and after giving effect to) the initial Loan, no Default or Event of Default specified in Article IX shall have occurred and be continuing;
(g) immediately after giving effect to the initial Loan;
(i) the aggregate principal balance of all outstanding Revolving Loans for each Lender shall not exceed such Lender's ’s Revolving Credit Commitment; and
(ii) the Revolving Credit Outstandings shall not exceed the lesser of (x) the amount obtained by multiplying the Aggregate Allowed Percentage times the Borrowing Base or and (y) the Total Revolving Credit Commitment.
Appears in 1 contract
Samples: Credit Agreement (Aircastle LTD)
Conditions of Revolving Loans. The obligation of the Lenders to make Revolving Loans hereunder on or subsequent to the Initial Closing Date (other than additional loans to a Borrower in connection with (i) an increase in the Applicable Aircraft Advance Rate as provided in the definition thereof, (ii) Approved Improvements, or (iii) a Qualified Conversion) is subject to the conditions precedent that:
(a) each of the conditions to making the Revolving Credit Facility available to the Borrowers, as set forth in Section 5.1, shall have been satisfied on or prior to the date of the initial Loan after the Closing Date;
(b) the representations and warranties of the Credit Parties set forth in Article VI and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Loan, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date;
(c) the Borrowing Affiliate with respect to such Loan shall have executed and delivered to the Agent an Assumption Letter, and each Borrower and the Agent shall have executed such Assumption Letter and the Borrowing Affiliate shall have delivered to the Agent all other agreements, instruments and documents required by such Assumption Letter;
(d) the Borrowing Affiliate with respect to such Loan shall have delivered to the Agent (i) Facility Guaranties fully executed by Holdings, Irish Holdings and any Beneficial Owner of such Borrowing Affiliate, by each Subsidiary of any such Beneficial Owner (other than such Borrowing Affiliate), by each Subsidiary of such Borrowing Affiliate and by the Applicable Intermediary (if any); (ii) Pledge Agreements fully executed by the appropriate pledgors, granting a security interest in all Pledged Interests with respect to each such Beneficial Owner, such Borrowing Affiliate, each Subsidiary of any Beneficial Owner, each Subsidiary of such Borrowing Affiliate, and the Applicable Intermediary (if any); (iii) Security Agreements fully executed by such Borrowing Affiliate, any Beneficial Owner of such Borrowing Affiliate, each Subsidiary of any Beneficial Owner, each Subsidiary of such Borrowing Affiliate, and the Applicable Intermediary (if any); and ((iv) Lockbox Agreements executed by each Borrower;
(e) the Agent shall have received the latest drafts of the following within 5 Business Days prior to the date of the Loan, an organized pre-closing of the required documentation shall have occurred at least one Business Day prior to the date of the Loan, and the Agent shall have received final versions of the following, in form and substance satisfactory to the Agent and the Lenders, on or prior to the date of the Loan:
(i) each of the documents and instruments (including without limitation the opinions of counsel, the resolutions of boards of directors or other appropriate governing bodies or committees, the specimen signatures, officer's certificates, Organizational Documents and governmental certificates of existence, qualification, good standing and assumed name) required by Section 5.1 as if such Borrowing Affiliate had been a Borrowing Affiliate (and its Beneficial Owner, their respective Subsidiaries and the Applicable Intermediary (if any) had been in such positions) on the Initial Closing Date;
(ii) with respect to each Financed Aircraft registered in the United States, the favorable written opinion with respect to the Loan Documents and the transactions contemplated thereby of FAA Counsel dated the date of such Loan, addressed to the Agent (on behalf of itself and the Lenders), substantially in the form of Exhibit G-2 or otherwise reasonably satisfactory to special counsel to the Agent;
(iii) with respect to every other Financed Aircraft, the favorable written opinion with respect to the Loan Documents and the transactions contemplated thereby of local counsel in each Applicable Foreign Jurisdiction dated the date of such Loan, addressed to the Agent (on behalf of itself and the Lenders), substantially in the forms of Exhibit G-3 and Exhibit G-4 or otherwise reasonably satisfactory to special counsel to the Agent;
(iv) certificates of insurance from qualified brokers of aircraft insurance or other evidence satisfactory to the Agent, evidencing all insurance required by the Loan Documents (including without limitation all insurance required by Exhibit L with respect to each Aircraft that is to be a Financed Aircraft);
(v) a Borrowing Notice;
(vi) a certificate of an Authorized Representative substantially in the form of Exhibit R containing computations of the Borrowing Base and providing information about the Financed Aircraft, in each case after giving effect to such Loan and any related Financed Aircraft;
(vii) Uniform Commercial Code financing statements appropriate for filing in all places required by applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien in and to such other Collateral as the Agent may require, including without limitation:
(1) the delivery by the Borrowers of all stock certificates and other certificates, if any, evidencing ownership of any Pledged Interests, accompanied in each case by duly executed stock or transfer powers (or other appropriate transfer documents) in blank affixed thereto; and
(2) the delivery by the Borrowers of "control agreements" that have been executed by the respective issuers (and consented to by the respective Credit Parties) with respect to any uncertificated Pledged Interests;
(3) with respect to each Financed Aircraft registered in the United States, evidence of the filing with the FAA Recording Office all documents required by the FAA in order to protect the Applicable Borrower's right, title and interest in such Financed Aircraft;
(4) with respect to each Financed Aircraft not registered in the United States, evidence of the filing with each applicable recording office in each Applicable Foreign Jurisdiction of all documents required by such office or any Applicable Foreign Aviation Law in order to protect the Applicable Borrower's right, title and interest in such Financed Aircraft in such Applicable Foreign Jurisdiction;
(5) a copy of the executed purchase agreement and executed xxxx of sale evidencing the purchase by the Applicable Borrower of each Financed Aircraft;
(6) copies of the certificates of aircraft registration issued by the FAA and certificates of airworthiness issued by the FAA, in each case with respect to each Aircraft registered in the United States; and
(7) evidence of registration and other applicable qualification issued by any Applicable Foreign Jurisdiction to the extent such registration or qualification is required by an Applicable Foreign Aviation Law, in each case with respect to each Aircraft not registered in the United States;
(viii) results of a search of Liens filed with the FAA or any Applicable Foreign Jurisdiction with respect to any Aircraft that is or is to be a Financed Aircraft;
(ix) for each Financed Aircraft that will be subject to an Eligible Lease on the date of the initial Loan, copies of each such Eligible Lease;
(x) for each Financed Aircraft that will be subject to an Eligible Lease on the date of the initial Loan for such Financed Aircraft, a Lessee Notice and evidence (which may be in the form of a legal opinion) that the Agent shall have the right, under the laws of the Applicable Foreign Jurisdiction, to enforce directly the Eligible Lease against the Lessee, including without limitation, the obligation of the Lessee to make payments under the Eligible Lease to the applicable Account; and
(xi) a fully-executed copy of the Servicing Agreement certified by a Secretary or Assistant Secretary of Servicer, and certification of the amount of fees to be payable to Servicer in connection with such Servicing Agreement, which agreement and fees shall be acceptable to the Agent in its sole reasonable discretion;
(f) at the time of (and after giving effect to) the initial Loan, no Default or Event of Default specified in Article IX shall have occurred and be continuing;
(g) immediately after giving effect to the initial Loan;
(i) the aggregate principal balance of all outstanding Revolving Loans for each Lender shall not exceed such Lender's Revolving Credit Commitment; and
(ii) the Revolving Credit Outstandings shall not exceed the lesser of the Borrowing Base or the Total Revolving Credit Commitment.
Appears in 1 contract
Samples: Credit Agreement (Aircastle LTD)
Conditions of Revolving Loans. The obligation obligations of the Lenders to make any Revolving Loans hereunder on or subsequent to the Initial Closing Date (other than additional loans to a Borrower in connection with (i) an increase in the Applicable Aircraft Advance Rate as provided in the definition thereof, (ii) Approved Improvements, or (iii) a Qualified Conversion) is are subject to the conditions precedent thatsatisfaction of the following conditions:
(a) each the Agent shall have received (1) a Borrowing Notice if required by Article II and (2) a certificate of an Authorized Representative containing computations of the conditions Borrowing Base, demonstrating compliance with the Concentration Restrictions and providing information about the Financed Aircraft and Engines, in each case after giving effect to making the Revolving Credit Facility available to the Borrowers, as set forth in Section 5.1, shall have been satisfied on such Advance and any related Financed Aircraft or prior to the date of the initial Loan after the Closing DateEngine;
(b) the representations and warranties of the Credit Parties set forth in Article VI and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such LoanAdvance, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier datedate and except that (from the date that financial statements are delivered to the Agent and the Lenders pursuant to Section 7.1) the representation and warranty contained in Section 6.6(a) shall be deemed to be a representation and warranty that the financial statements of the Borrowers and their respective Subsidiaries most recently delivered to the Agent and the Lender pursuant to Section 7.1 present fairly the financial condition of such Borrowers and Subsidiaries as of the period reported therein, all in conformity with GAAP applied on a Consistent Basis;
(c) at the time of the initial Advance to any Borrowing Affiliate, such Borrowing Affiliate (including the Borrower with respect to such Loan Advance) shall have executed and delivered to the Agent an Assumption Letter, and each Borrower of the Borrowers and the Agent shall have executed such Assumption Letter and the Borrowing Affiliate shall have delivered to the Agent all other agreements, instruments and documents required by each such Assumption Letter;
(d) at the time of the initial Advance to any Borrowing Affiliate, such Borrowing Affiliate with respect to such Loan shall have delivered to the Agent (i) Facility Guaranties fully executed by Holdings, Irish Holdings and any each Beneficial Owner of such Borrowing Affiliate, by each Subsidiary of any such Beneficial Owner (other than such Borrowing Affiliate), by each Subsidiary of such Borrowing Affiliate and by the each Applicable Intermediary (if any); (ii) Pledge Agreements fully executed by the appropriate pledgors, granting a security interest in all Pledged Interests with respect to each such Beneficial Owner, such Borrowing Affiliate, each Subsidiary of any such Beneficial Owner, each Subsidiary of such Borrowing Affiliate, and the each Applicable Intermediary (if any); (iii) Security Agreements fully executed by such Borrowing Affiliate, any each Beneficial Owner of such Borrowing Affiliate, each Subsidiary of any such Beneficial Owner, each Subsidiary of each such Borrowing Affiliate, and the each Applicable Intermediary (if any); and ((iv) Lockbox Agreements Collateral Assignments with respect to any Eligible Lease or Eligible Carrier Loan Document fully executed by such Borrowing Affiliate, each BorrowerApplicable Intermediary (if any) and each Applicable Carrier;
(e) at the time of the initial Advance to any Borrowing Affiliate, such Borrowing Affiliate (including the Borrower with respect to such Advance) shall have delivered to the Agent all other agreements, instruments and documents required by each such Assumption Letter;
(f) without limiting the generality of the foregoing, the Agent shall have received the latest drafts of the following within 5 Business Days prior to the date of the Loan, an organized pre-closing of the required documentation shall have occurred at least one Business Day prior to the date of the Loan, and the Agent shall have received final versions of the following, in form and substance satisfactory to the Agent and the Lenders, on or prior to the date of the Loan:
(i) such Advance, each of the documents and instruments (including without limitation the opinions of counsel, the resolutions of boards of directors or other appropriate governing bodies or committees, the specimen signatures, officer's certificates, Organizational Documents and governmental certificates of existence, qualification, good standing and assumed name) required by Section 5.1 5.2 as if such Borrowing Affiliate had been a Borrowing Affiliate (Borrower at the time of the initial Advance, and its Beneficial Owner, their respective Subsidiaries and the Applicable Intermediary (as if any) had been in such positions) on the Initial Closing Date;
(ii) with respect to each Financed Aircraft registered in the United States, the favorable written opinion with respect to the Loan Documents and the transactions contemplated thereby of FAA Counsel dated the date of or Engine financed by such Loan, addressed to the Agent (on behalf of itself and the Lenders), substantially in the form of Exhibit G-2 or otherwise reasonably satisfactory to special counsel to the Agent;
(iii) with respect to every other Financed Aircraft, the favorable written opinion with respect to the Loan Documents and the transactions contemplated thereby of local counsel in each Applicable Foreign Jurisdiction dated the date of such Loan, addressed to the Agent (on behalf of itself and the Lenders), substantially in the forms of Exhibit G-3 and Exhibit G-4 or otherwise reasonably satisfactory to special counsel to the Agent;
(iv) certificates of insurance from qualified brokers of aircraft insurance or other evidence satisfactory to the Agent, evidencing all insurance required Advance had been financed by the Loan Documents (including without limitation all insurance required by Exhibit L with respect to each Aircraft that is to be a Financed Aircraft);
(v) a Borrowing Notice;
(vi) a certificate of an Authorized Representative substantially in the form of Exhibit R containing computations of the Borrowing Base and providing information about the Financed Aircraft, in each case after giving effect to such Loan and any related Financed Aircraft;
(vii) Uniform Commercial Code financing statements appropriate for filing in all places required by applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien in and to such other Collateral as the Agent may require, including without limitation:
(1) the delivery by the Borrowers of all stock certificates and other certificates, if any, evidencing ownership of any Pledged Interests, accompanied in each case by duly executed stock or transfer powers (or other appropriate transfer documents) in blank affixed theretoinitial Advance; and
(2) the delivery by the Borrowers of "control agreements" that have been executed by the respective issuers (and consented to by the respective Credit Parties) with respect to any uncertificated Pledged Interests;
(3) with respect to each Financed Aircraft registered in the United States, evidence of the filing with the FAA Recording Office all documents required by the FAA in order to protect the Applicable Borrower's right, title and interest in such Financed Aircraft;
(4) with respect to each Financed Aircraft not registered in the United States, evidence of the filing with each applicable recording office in each Applicable Foreign Jurisdiction of all documents required by such office or any Applicable Foreign Aviation Law in order to protect the Applicable Borrower's right, title and interest in such Financed Aircraft in such Applicable Foreign Jurisdiction;
(5) a copy of the executed purchase agreement and executed xxxx of sale evidencing the purchase by the Applicable Borrower of each Financed Aircraft;
(6) copies of the certificates of aircraft registration issued by the FAA and certificates of airworthiness issued by the FAA, in each case with respect to each Aircraft registered in the United States; and
(7) evidence of registration and other applicable qualification issued by any Applicable Foreign Jurisdiction to the extent such registration or qualification is required by an Applicable Foreign Aviation Law, in each case with respect to each Aircraft not registered in the United States;
(viii) results of a search of Liens filed with the FAA or any Applicable Foreign Jurisdiction with respect to any Aircraft that is or is to be a Financed Aircraft;
(ix) for each Financed Aircraft that will be subject to an Eligible Lease on the date of the initial Loan, copies of each such Eligible Lease;
(x) for each Financed Aircraft that will be subject to an Eligible Lease on the date of the initial Loan for such Financed Aircraft, a Lessee Notice and evidence (which may be in the form of a legal opinion) that the Agent shall have the right, under the laws of the Applicable Foreign Jurisdiction, to enforce directly the Eligible Lease against the Lessee, including without limitation, the obligation of the Lessee to make payments under the Eligible Lease to the applicable Account; and
(xi) a fully-executed copy of the Servicing Agreement certified by a Secretary or Assistant Secretary of Servicer, and certification of the amount of fees to be payable to Servicer in connection with such Servicing Agreement, which agreement and fees shall be acceptable to the Agent in its sole reasonable discretion;
(fg) at the time of (and after giving effect to) the initial Loaneach Advance, no Default or Event of Default specified in Article IX shall have occurred and be continuing;; and
(gh) immediately after giving effect to the initial a Revolving Loan;:
(i) the aggregate principal balance of all outstanding Revolving Loans for each Lender shall not exceed such Lender's Revolving Credit Commitment; and
(ii) the Revolving Credit Outstandings shall not exceed the lesser of the Borrowing Base or the Total Revolving Credit Commitment.;
Appears in 1 contract
Samples: Credit Agreement (Unicapital Corp)
