Conditions Precedent to the Effectiveness of the Commitments. It is agreed that the Commitments of each Loan Participant and the effectiveness of this Agreement are subject to the satisfaction prior to or on the Effective Date of the following conditions precedent: (a) The following documents shall have been duly authorized, executed and delivered by the party or parties thereto, shall each be satisfactory in form and substance to the Security Agent and (except for the [***]) shall be in full force and effect and executed counterparts shall have been delivered to the Security Agent and its counsel: (i) the Mortgage; (ii) a copy of the Boeing Purchase Agreement certified by the Secretary or an Assistant Secretary of the Borrower as being a true and accurate copy of the same, provided that such copy may be redacted and shall not include any pricing * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. information therein or any provisions thereof not assigned, and also provided that, receipt of such document will be strictly subject to Section 13; (iii) the Consent and Agreement; (iv) such Loan Participant’s Loan Certificate; and (v) [***]* (b) The Security Agent (with sufficient copies for each Loan Participant) shall have received the following, in each case in form and substance satisfactory to it: (i) a certificate of good standing and certified copy of the Articles of Incorporation and By-laws of the Borrower and a copy of resolutions of the board of directors of the Borrower or the executive committee thereof, certified by the Secretary or an Assistant Secretary of the Borrower, duly authorizing the execution, delivery and performance by the Borrower of this Agreement, the Mortgage and each other document required to be executed and delivered by the Borrower on each Delivery Date in accordance with the provisions hereof and thereof; and (ii) a certificate of the Borrower as to the Person or Persons authorized to execute and deliver this Agreement, the other Operative Documents, and any other documents to be executed on behalf of the Borrower in connection with the transactions contemplated hereby and as to the signature of such person or persons. (c) The Security Agent (with sufficient copies for each Loan Participant) shall have received opinions addressed to such Loan Participant and the Security Agent from the Legal Department for the Borrower in form and substance reasonably satisfactory to the addressees thereof. (d) The Security Agent (with sufficient copies for each Loan Participant) shall have received an opinion addressed to such Loan Participant and the Security Agent from counsel to Manufacturer, in respect of the Boeing Purchase Agreement and the Consent and Agreement, in form and substance reasonably satisfactory to the addressees thereof. (e) The Security Agent (with sufficient copies for each Loan Participant) shall have received a certificate of the Borrower that the aggregate amount of Advances in connection with each Aircraft shall be sufficient when paid to the Manufacturer in accordance with this Agreement to satisfy the obligation of the Borrower with respect to all advance payments due and payable for each such Aircraft (including payments by the Borrower specified in Section 4.1(f)) under the Boeing Purchase Agreement. * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (f) Such Loan Participant shall have received evidence in form and substance reasonably satisfactory to such Loan Participant that Borrower shall have paid to Manufacturer its Cash Contribution in respect of the applicable Aircraft. (g) In respect of Advances paid prior to the Effective Date, any liens over the Mortgage Estate granted by the Borrower to finance such Advances shall be released and terminated. (h) A Uniform Commercial Code financing statement or statements covering all the security interests created by or pursuant to the granting clause of the Mortgage shall have been executed and delivered by the Borrower, and such financing statement or statements shall have been duly filed in all places deemed necessary or advisable in the opinion of counsel for the Loan Participants, and any additional Uniform Commercial Code financing statements deemed advisable by any Loan Participant or its counsel shall have been executed and delivered by the Borrower and duly filed and all other action shall have been taken as is deemed necessary or advisable, in the opinion of counsel for the Loan Participants, to establish and perfect the Security Agent’s security interest in the Boeing Purchase Agreement. (i) Each Loan Participant shall have received from Vedder, Price, Xxxxxxx & Kammholz, P.C., special counsel for the Loan Participants, an opinion satisfactory in substance and form to such Loan Participant, as to such matters incident to the transactions contemplated hereby as such Loan Participant may reasonably request. (j) The Security Agent shall have received for the account of the Loan Participants the front end fee specified in Section 3.2 and, for its own account, the Agency Fee specified in Section 3.3. The Security Agent shall disburse to each Loan Participant such front end fee upon receipt thereof in the amounts due and payable to each Loan Participant as separately agreed. (k) Since December 31, 2004, there shall have been no material and adverse change in the financial or operational condition of the Borrower and no event or circumstance shall have occurred which in the reasonable judgment of any Loan Participant had or would be reasonably likely to have a Material Adverse Effect.
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Samples: Credit Agreement (Alaska Airlines Inc), Credit Agreement (Alaska Air Group Inc)
Conditions Precedent to the Effectiveness of the Commitments. It is agreed that the Commitments Commitment of each Loan Participant the Lender and the effectiveness of this Agreement are subject to the satisfaction prior to or on the Effective Date of the following conditions precedent:
(a) The following documents shall have been duly authorized, executed and delivered by the party or parties thereto, shall each be reasonably satisfactory in form and substance to the Security Agent Lender and (except for the [***]) shall be in full force and effect and executed counterparts shall have been delivered to the Security Agent Lender and its counsel:
(i) this Agreement;
(ii) the Mortgage;
(iiiii) a copy of the Boeing Guaranty;
(iv) the Bombardier Purchase Agreement and the Capacity Purchase Agreement, including without limitation all amendments, supplements and modification to and including the Effective Date, each certified by the Secretary or an Assistant Secretary of the Borrower Borrower, as being a true true, accurate and accurate complete copy of the same, provided that such copy may be redacted and shall not include any pricing * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. information therein or any provisions thereof not assigned, and also provided that, receipt of such document will be strictly subject to Section 13;
(iiiv) the Notice of Assignment;
(vi) the Consent and Agreement;
(iv) such Loan Participant’s Loan Certificate; and
(vvii) [***]*the Loan Certificate.
(b) The Security Agent (with sufficient copies for each Loan Participant) Lender shall have received the following, in each case in form and substance reasonably satisfactory to it:
(i) a certificate of good standing and certified copy of the Articles Certificate of Incorporation and By-laws of each of the Borrower and the Guarantor and a copy of resolutions of the board of directors of each of the Borrower and the Guarantor or the executive committee thereof, certified by the Secretary or an Assistant Secretary of the BorrowerBorrower or the Guarantor, as applicable, duly authorizing the execution, delivery and performance by the Borrower of this Agreement, the Mortgage and each other document required to be executed and delivered by the Borrower on each Delivery Date the Effective Date, or in accordance with the provisions hereof and thereofcase of the Guarantor, the Guaranty; and
(ii) a certificate of the Borrower and the Guarantor as to the Person or Persons authorized to execute and deliver this Agreement, the other Operative DocumentsDocuments to which it is a party, and any other documents to be executed on behalf of the Borrower or the Guarantor, as applicable, in connection with the transactions contemplated hereby and as to the signature of such person or persons.
(c) The Security Agent (with sufficient copies for each Loan Participant) shall have received opinions addressed to such Loan Participant and the Security Agent from the Legal Department for the Borrower in form and substance reasonably satisfactory to the addressees thereof.
(d) The Security Agent (with sufficient copies for each Loan Participant) shall have received an opinion addressed to such Loan Participant and the Security Agent from counsel to Manufacturer, in respect of the Boeing Purchase Agreement and the Consent and Agreement, in form and substance reasonably satisfactory to the addressees thereof.
(e) The Security Agent (with sufficient copies for each Loan Participant) Lender shall have received a certificate of the Borrower that the aggregate amount of Advances in connection with each Aircraft shall be sufficient when paid to the Manufacturer Bombardier (together with any amounts previously paid to Bombardier and which are to be reimbursed to Borrower hereunder) in accordance with this Agreement to satisfy the obligation of the Borrower with respect to all advance payments due and payable for each such Aircraft (including payments by the Borrower specified in Section 4.1(f)) under the Boeing Purchase Agreement. * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(f) Such Loan Participant shall have received evidence in form and substance reasonably satisfactory to such Loan Participant that Borrower shall have paid to Manufacturer its Cash Contribution in respect of the applicable Aircraft.
(gd) In respect of Advances paid prior to the Effective Date, any liens over the Mortgage Estate Collateral granted by the Borrower to finance such Advances shall be released and terminated.
(he) A Uniform Commercial Code financing statement or statements covering all the security interests created by or pursuant to the granting clause of the Mortgage shall have been executed and delivered by the Borrower, and such financing statement or statements shall have been duly filed in all places deemed necessary or advisable in the opinion of counsel for the Loan ParticipantsLender, and any additional Uniform Commercial Code financing statements deemed advisable by any Loan Participant the Lender or its counsel shall have been executed and delivered by the Borrower and duly filed and all other action shall have been taken as is deemed necessary or advisable, in the opinion of counsel for the Loan ParticipantsLender, to establish and perfect the Security AgentLender’s security interest in the Boeing Bombardier Purchase Agreement.
(if) Each Loan Participant The Lender shall have received from Vedderopinions, Pricein form and substance reasonably satisfactory to, Xxxxxxx and addressed to, the Lender from:
(i) Xxxxxx & Kammholz, P.C.Xxxxxx LLP, special counsel for to the Loan ParticipantsBorrower and Guarantor, an opinion satisfactory as to the due authorization and execution of the Operative Documents by the Guarantor and as to the valid, binding and enforceable nature of the Operative Documents, the creation and perfection of the Lien created by the Mortgage in substance place on the Effective Date and form as to such Loan Participantother matters as the Lender may reasonably request;
(ii) Xxxxxxx & Gaba, special counsel to the Borrower, as to the due authorization and execution of the Operative Documents by the Borrower and as to such other matters as the Lender may reasonably request in as it relates to Virginia law; and
(iii) Xxxxxx Price P.C., as to such other matters incident to required by the transactions contemplated hereby as such Loan Participant may reasonably requestLender.
(jg) The Security Agent Lender shall have received for an opinion addressed to the account Lender as to due authorization, execution and delivery by Bombardier of the Loan Participants Bombardier Purchase Agreement and the front end fee specified Consent and Agreement, in Section 3.2 and, for its own account, form and substance reasonably satisfactory to the Agency Fee specified in Section 3.3. The Security Agent shall disburse to each Loan Participant such front end fee upon receipt thereof in the amounts due and payable to each Loan Participant as separately agreedaddressees thereof.
(kh) Since December 31, 20042007, there shall have been no material and adverse change in the financial or operational condition of the Borrower or the Guarantor and no event or circumstance shall have occurred which in the reasonable judgment of any Loan Participant the Lender had or would be reasonably likely to have a Material Adverse Effect.
(i) The Lender shall have received evidence of the release by The Fauquier Bank of its Lien on any and all of the Collateral and a disclaimer by The Fauquier Bank of any interest therein.
Appears in 1 contract
Conditions Precedent to the Effectiveness of the Commitments. It is agreed that the Commitments occurrence of each Loan Participant and the effectiveness of this Agreement are Amendment Effective Date is subject to the satisfaction prior to or on the Effective Date of the following conditions precedent:
(a) The following documents shall have been duly authorized, executed and delivered by the party or parties thereto, shall each be satisfactory in form and substance to the Security Facility Agent and (except for the [***]) shall be in full force and effect and executed counterparts shall have been delivered to the Security Facility Agent and its counsel:
(i) the Mortgagethis Agreement;
(ii) a copy of the Boeing Purchase Agreement certified by the Secretary or an Assistant Secretary of the Borrower as being a true and accurate copy of the same, provided that such copy may be redacted and shall not include any pricing * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. information therein or any provisions thereof not assigned, and also provided that, receipt of such document will be strictly subject to Section 13Mortgage;
(iii) the Consent and AgreementGuarantees;
(iv) such the Amendment No.1 to the Step-In Agreement;
(v) the P&W Consent Agreement and the Amendment No.1 to the Rolls-Royce Engine Agreement;
(vi) each Lender’s amended Loan Participant’s Loan CertificateCertificate provided in accordance with Clause 2.4;
(vii) the Assignment and Assumption Agreements;
(viii) the Amendment No.1 to the Option Agreement;
(ix) the Approved Leases relating to Aircraft 3 and Aircraft 4;
(x) the Lease Security Assignments relating to Aircraft 3 and Aircraft 4; and
(vxi) [***]*the amended Process Agent Appointment adding the applicable documents specified above.
(b) The Security Facility Agent (with sufficient copies for each Loan Participant) shall have received the following, in each case in form and substance satisfactory to it:
(i) a certificate of good standing and certified copy of the Articles of Incorporation and By-laws of the Borrower and a copy of resolutions of the board of directors of the Borrower or the executive committee thereofBorrower, certified by the Secretary or an Assistant Secretary of the Borrower, duly authorizing the execution, delivery and performance by the Borrower of this Agreement, the Mortgage and each other document required to be executed and delivered by the Borrower on each Delivery Date in accordance with as a condition to the provisions hereof and thereof; andoccurrence of the Amendment Effective Date;
(ii) a director’s certificate from a director of Intrepid (a) attaching copies of the resolutions of the board of directors of Intrepid and power or powers of attorney of Intrepid, certified by a Director of Intrepid, duly authorizing the execution, delivery and performance by Intrepid of each document required to be executed and delivered by Intrepid as a condition to the occurrence of the Amendment Effective Date and (b) listing the Person or Persons authorized to execute and deliver the agreements stated in (a) above, and any other documents to be executed on behalf of Intrepid in connection with the transactions contemplated hereby, including a sample signature of such Person or Persons;
(iii) a director’s certificate from a director of the Guarantor (a) attaching copies of the resolutions of the board of directors of the Guarantor and power or powers of attorney of the Guarantor, certified by a Director of the Guarantor, duly authorizing the execution, delivery and performance by the Guarantor of each document required to be executed and delivered by the Guarantor as a condition to the occurrence of the Amendment Effective Date and (b) listing the Person or Persons authorized to execute and deliver the Operative Documents, and any other documents to be executed on behalf of the Guarantor in connection with the transactions contemplated hereby, including a sample signature of such Person or Persons;
(iv) a director’s certificate from a director of the Irish Company (a) attaching copies of the resolutions of the board of directors of the Irish Company and power or powers of attorney of the Irish Company, certified by a Director of the Irish Company, duly authorising the execution, delivery and performance by the Irish Company of each document required to be executed and delivered by the Irish Company as a condition to the occurrence of the Amendment Effective Date and (b) listing the Person or Persons authorised to execute and deliver the Operative Documents, and any other documents to be executed on behalf of the Irish Company in connection with the transactions contemplated hereby, including a sample signature of such Person or Persons;
(v) a certificate of the Borrower as to the Person or Persons authorized to execute and deliver this Agreement, the other Operative Documents, and any other documents to be executed on behalf of the Borrower in connection with the transactions contemplated hereby and as to the signature of such person Person or personsPersons; and
(vi) a certificate of the Irish Company, the Aircraft 3 Approved Lessor and the Aircraft 4 Approved Lessor as to the Person or Persons authorized to execute and deliver the Operative Documents, and any other documents to be executed on behalf of such Approved Lessors in connection with the transactions contemplated hereby, including a sample signature of such Person or Persons.
(c) The Security Facility Agent (with sufficient copies for each Loan Participant) shall have received opinions addressed to such Loan Participant and the Security Agent from the Legal Department for the Borrower in form and substance reasonably satisfactory to the addressees thereof.
(d) The Security Agent (with sufficient copies for each Loan Participant) shall have received an opinion addressed to such Loan Participant and the Security Agent from counsel to Manufacturer, in respect of the Boeing Purchase Agreement and the Consent and Agreement, in form and substance reasonably satisfactory to the addressees thereof.
(e) The Security Agent (with sufficient copies for each Loan ParticipantLender) shall have received a certificate of the Borrower that the aggregate amount of Advances in connection with each Aircraft 3 and Aircraft 4 shall be sufficient when paid to the Manufacturer Airbus in accordance with this Agreement to satisfy the obligation of the Borrower with respect to all advance payments due and payable for each such Aircraft (including payments by the Borrower specified in Section 4.1(f)) under the Boeing Purchase Agreement. * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(f) Such Loan Participant shall have received evidence in form and substance reasonably satisfactory to such Loan Participant that Borrower shall have paid to Manufacturer its Cash Contribution in respect of the applicable Aircraft.
(gd) In respect of Advances for Aircraft 3 and Aircraft 4 paid prior to the Amendment Effective Date, any liens over the Mortgage Estate Collateral granted by the Borrower to finance such Advances shall be released and terminated.
(he) A Uniform Commercial Code financing statement statements (or statements amendments to existing financing statements) covering all the security interests created by or pursuant to the granting clause of the Mortgage and the Lease Security Assignments relating to Aircraft 3 and Aircraft 4 shall have been executed and delivered by the Borrower, and such financing statement or statements shall have been duly filed in all places deemed necessary or advisable in the opinion of counsel for the Loan ParticipantsLenders, and any additional Uniform Commercial Code financing statements deemed advisable by any Loan Participant Lender or its counsel shall have been executed and delivered by the Borrower and duly filed and all other action filed.
(f) All documentation required to accomplish any necessary filings or registrations shall have been taken as is deemed necessary delivered to relevant counsel, and such registrations shall be initiated and there shall exist no Lien of record in respect of the Collateral that ranks in priority to the Lien of the Mortgage and the other Operative Documents.
(g) The Facility Agent (with sufficient copies for each Lender and the Security Trustee) shall have received an opinion addressed to each Lender, and each Agent from one or advisablemore special counsel to the Borrower, in each applicable jurisdiction (including in the Xxxxxx Xxxxxxx, Xxx Xxxx, Xxxxxxx and England), with such opinions satisfactory in form and substance to such Lender, as to the valid, binding and enforceable nature of the Operative Documents being amended as a condition to the occurrence of the Amendment Effective Date, due execution by the Borrower, Intrepid, the Guarantor, the Irish Company and any Approved Lessor, and the creation and perfection in the Collateral assigned and charged pursuant to the Mortgage and the Lease Security Assignments relating to Aircraft 3 and Aircraft 4.
(h) The Facility Agent (with sufficient copies for each Lender and the Security Trustee) shall have received opinions addressed to each Lender and each Agent from Walkers, special Irish counsel to the Irish Company and special Cayman Counsel to the Borrower, each such opinion satisfactory in form and substance to such Lender, as to the “non-consolidation” of the Borrower, on the one hand, and the Irish Company, on the other hand and the “true sale” of the Irish Company’s rights to the Borrower in respect of the Assigned Purchase Agreement (as assigned pursuant to the Second Assignment and Assumption Agreement) or a confirmation that the amendments occurring on the Amendment Effective Date do not affect the opinion of counsel for the Loan Participants, to establish and perfect the Security Agent’s security interest in the Boeing Purchase Agreementoriginally delivered by Walkers.
(i) Each Loan Participant The Facility Agent (with sufficient copies for each Lender) shall have received from Vedder, Price, Xxxxxxx & Kammholz, P.C., special counsel for an incumbency certificate together with a company extract evidencing the Loan Participants, an opinion signing authority of the persons named in the incumbency certificate or such other evidence as shall be reasonably satisfactory in substance and form to such Loan Participant, as to such matters incident to the transactions contemplated hereby Finance Parties as such Loan Participant may reasonably request.regards the signing authority of P&W.
(j) The Security Facility Agent shall have received for the account of the Loan Participants Lenders the front end structuring fee specified in Section 3.2 and, for its own account, the Agency Fee specified in Section 3.3. The Security Agent shall disburse to each Loan Participant such front end fee upon receipt thereof in the amounts due and payable to each Loan Participant as separately agreedClause 3.2.
(k) Since December 31, 20042011, there shall have been no material and adverse change in the business condition (financial or operational condition otherwise), or operations or prospects of the Borrower Guarantor or the Irish Company which taken as a whole for either of them could have a material adverse effect on the ability of the Guarantor or the Irish Company to perform its obligations under any Operative Document to which it is a party and no event or circumstance shall have occurred which in the reasonable judgment of any Loan Participant Lender had or would be reasonably likely to have a Material Adverse Effect.
(l) The Facility Agent shall have received a copy of the Assigned Airbus Purchase Agreement in the form agreed between the Borrower, Airbus and the Security Trustee.
(m) The Facility Agent shall have received a certificate from the Borrower confirming that (i) payment to Airbus of the relevant New Loans will to the extent of such payments satisfy the pre-delivery payment obligations of the Borrower to Airbus, and (ii) the rights of the Approved Lessees and the Approved Lessors under the Approved Leases for Aircraft 3 and Aircraft 4 shall not conflict with the rights of the Lenders under the Mortgage and the Share Charge.
(n) The Facility Agent shall have received satisfactory appraisals relating to the Aircraft and shall be satisfied with the amounts set forth in Schedule III which are proposed to be funded in respect of the Aircraft and with the adjustments to the Maximum Commitment set forth in Schedule II which may then required to be made.
Appears in 1 contract
Conditions Precedent to the Effectiveness of the Commitments. It is agreed that the Commitments of each Loan Participant Lender and the effectiveness of the Lender’s obligations pursuant to this Agreement are subject to the satisfaction prior to or on the Effective Date of the following conditions precedent:
(a) The following documents shall have been duly authorized, executed and delivered by the party or parties thereto, shall each be satisfactory in form and substance to the Facility Agent, the Security Agent and (except for the [***]) each Lender and shall be in full force and effect and executed counterparts shall have been delivered to the Facility Agent, the Security Agent and its each Lender, and their respective counsel:
(i) the Mortgagethis Agreement;
(ii) a copy of the Boeing Purchase Agreement certified by the Secretary or an Assistant Secretary of the Borrower as being a true and accurate copy of the same, provided that such copy may be redacted and shall not include any pricing * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. information therein or any provisions thereof not assigned, and also provided that, receipt of such document will be strictly subject to Section 13Mortgage;
(iii) the Consent and AgreementGuarantee;
(iv) such Loan Participantthe Share Charge;
(v) the Step-In Agreement;
(vi) the Engine Financier Agreement;
(vii) each Lender’s Loan Certificate;
(viii) the Assignment and Assumption Agreements;
(ix) the Consideration Payment Agreements;
(x) the Option Agreement;
(xi) the Subordinated Loan Agreement;
(xii) the Servicing Agreement;
(xiii) the Approved Leases;
(xiv) the Lease Security Assignments;
(xv) the Fee Letters;
(xvi) the Funding Indemnity Letter;
(xvii) the Process Agent Appointment; and
(vxviii) [***]*the letter of credit assignment agreement referred to in Section 2.5.
(b) The Security Facility Agent (with sufficient copies for each Loan Participant) shall have received the following, in each case in form and substance satisfactory to it:
(i) the memorandum and articles of association, a certificate of good standing and certified a certificated copy of the Articles certificate of Incorporation and By-laws incorporation of the Borrower, the declaration of trust in respect of the shares of the Borrower and a copy of resolutions of the board of directors of the Borrower or the executive committee thereofBorrower, certified by the Secretary or an Assistant Secretary of the Borrower, duly authorizing the execution, delivery and performance by the Borrower of this Agreement, the Mortgage Mortgage, the Engine Financier Agreement and each other document Operative Document required to be executed and delivered by the Borrower on each Delivery Date in accordance with the provisions hereof and thereof; andBorrower;
(ii) a certificate of the Borrower as to the Person or Persons authorized to execute and deliver this Agreement, the other Operative Documents, and any other documents to be executed on behalf of the Borrower in connection with the transactions contemplated hereby and as to the signature of such person Person or persons.Persons;
(iii) a certified copy of the organizational documents of the Parent (a) attaching a certificate of good standing of the Parent, (b) attaching a copy of resolutions of the board of directors of the Parent, certified by the Secretary or an Assistant Secretary of the Parent, duly authorizing the execution, delivery and performance by the Parent of the Share Charge and each other document required to be executed and delivered by the Parent and (c) listing the Person or Persons authorized to execute and deliver the Operative Documents, and any other documents to be executed on behalf of the Parent in connection with the transactions contemplated hereby, including a sample signature of such Person or Persons;
(iv) a director’s certificate from a director of Intrepid (a) attaching a certificate of good standing of Intrepid, (b) attaching copies of the constituent documents of Intrepid, (c) attaching copies of the resolutions of the board of directors of Intrepid and power or powers of attorney of Intrepid, certified by a Director of Intrepid, duly authorizing the execution, delivery and performance by Intrepid of the First Assignment and Assumption Agreement, the First Consideration Payment Agreement, the Engine Financier Agreement and each other document required to be executed and delivered by Intrepid and (d) listing the Person or Persons authorized to execute and deliver the agreements stated in subclause (c) above, and any other documents to be executed on behalf of Intrepid in connection with the transactions contemplated hereby, including a sample signature of such Person or Persons
(v) a director’s certificate from a director of the Guarantor (a) attaching a certificate of good standing of the Guarantor, (b)attaching copies of the constituent documents of the Guarantor, (c) attaching copies of the resolutions of the board of directors of the Guarantor and power or powers of attorney of the Guarantor, certified by a Director of the Guarantor, duly authorizing the execution, delivery and performance by the Guarantor of the Guarantee made by the Guarantor and each other document required to be executed and delivered by the Guarantor and (d) listing the Person or Persons authorized to execute and deliver the Operative Documents, and any other documents to be executed on behalf of the Guarantor in connection with the transactions contemplated hereby, including a sample signature of such Person or Persons;
(vi) a director’s certificate from a director of the Irish Company (a)attaching copies of the constituent documents of the Irish Company, (b) attaching copies of the resolutions of the board of directors of the Irish Company and power or powers of attorney of the Irish Company, certified by a Director of the Irish Company, duly authorising the execution, delivery and performance by the Irish Company of the Second Assignment and Assumption Agreement, the Second Consideration Payment Agreement, the Option Agreement, the Subordinated Loan Agreement, the Servicing Agreement and each other document required to be executed and delivered by the Irish Company and (c) listing the Person or Persons authorised to execute and deliver the Operative Documents, and any other documents to be executed on behalf of the Irish Company in connection with the transactions contemplated hereby, including a sample signature of such Person or Persons;
(vii) a certified copy of the organizational documents of each of the Approved Lessors (a) attaching a certificate of good standing of such Approved Lessor, (b)attaching copy of resolutions of the board of directors of the Approved Lessor, certified by the Secretary or an Assistant Secretary of the Approved Lessor, duly authorizing the execution, delivery and performance by such Approved Lessor of the relevant Lease Security Assignment and each other document required to be executed and delivered by such Approved Lessor and (d) listing the Person or Persons authorized to execute and deliver the Operative Documents, and any other documents to be executed on behalf of such Approved Lessor in connection with the transactions contemplated hereby, including a sample signature of such Person or Persons;
(c) The Security Facility Agent (with sufficient copies for each Loan Participant) shall have received opinions addressed to such Loan Participant and the Security Agent from the Legal Department for the Borrower in form and substance reasonably satisfactory to the addressees thereof.
(d) The Security Agent (with sufficient copies for each Loan Participant) shall have received an opinion addressed to such Loan Participant and the Security Agent from counsel to Manufacturer, in respect of the Boeing Purchase Agreement and the Consent and Agreement, in form and substance reasonably satisfactory to the addressees thereof.
(e) The Security Agent (with sufficient copies for each Loan ParticipantLender) shall have received a certificate of the Borrower that the aggregate amount of Advances in connection with each Aircraft shall be sufficient when paid to the Manufacturer in accordance with this Agreement Airbus to satisfy the obligation of the Borrower with respect to all advance Advance payments due and payable for each such Aircraft (including payments by the Borrower specified in Section 4.1(f)) under the Boeing Purchase Agreement. * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(f) Such Loan Participant shall have received evidence in form and substance reasonably satisfactory to such Loan Participant that Borrower shall have paid to Manufacturer its Cash Contribution in respect of the applicable Aircraft.
(gd) In respect of Advances paid prior to the Effective DatePreviously Paid Advances, any liens Liens over the Mortgage Estate Collateral granted by the Borrower to finance such Advances shall be released and terminatedterminated and, if there are any such Liens, the Facility Agent shall have received evidence satisfactory to it of such release and termination.
(he) A Uniform Commercial Code financing statement or statements covering all the security interests created by or pursuant to the granting clause of the Mortgage and the Lease Security Assignments shall have been executed and delivered by the Borrower, and such financing statement or statements shall have been duly filed in all places deemed necessary or advisable in the opinion of counsel for the Loan ParticipantsLenders, and any additional Uniform Commercial Code financing statements deemed advisable by any Loan Participant Lender or its counsel shall have been executed and delivered by the Borrower and duly filed filed.
(f) The Facility Agent shall have received evidence satisfactory to it of the entry into the Parent’s register of mortgages and all other action charges of the Share Charge.
(g) All documentation required to accomplish any necessary filings or registrations shall have been taken as is deemed necessary or advisabledelivered to Irish and Cayman Islands counsel, and such registrations shall be initiated and there shall exist no Lien of record in respect of the opinion Collateral that ranks in priority to the Lien of counsel the Mortgage, the Share Charge, the Lease Security Assignments and any other Security Document.
(h) The Facility Agent (with sufficient copies for the Loan Participants, to establish each Lender and perfect the Security Agent’s security interest ) shall have received an opinion addressed to each Lender, and each Agent from one or more special counsel to the Borrower, in each applicable jurisdiction (including in the Boeing Purchase Agreement.
Cayman Islands, New York and Ireland), with such opinions satisfactory in form and substance to such Lender, as to (i) Each Loan Participant shall have received from Vedder, Price, Xxxxxxx & Kammholz, P.C., special counsel for the Loan Participants, an opinion satisfactory in substance due incorporation and form to such Loan Participant, as to such matters incident valid existence of each Party to the transactions contemplated hereby Operative Documents (other than the Facility Agent and the Lenders); (ii) the authority of each Party to the Operative Documents (other than the Facility Agent and the Lenders) to execute, deliver, perform and observe the terms and conditions of the Operative Documents to which it is a party; (iii) the valid, binding and enforceable nature of the Operative Documents in place on the Effective Date; (iv) the creation and perfection in the Collateral assigned and charged pursuant to the Mortgage, the Share Charge and the Lease Security Assignments; and (v) such other matters as such Loan Participant the Agent may reasonably request.
(i) The Facility Agent (with sufficient copies for each Lender and the Security Agent) shall have received opinions addressed to each Lender and each Agent from Walkers, special Irish counsel to the Irish Company and special Cayman counsel to the Borrower, each such opinion satisfactory in form and substance to such Lender, as to the “non-consolidation” of the Borrower, on the one hand, and the Irish Company, on the other hand and the “true sale” of the Irish Company’s rights to the Borrower in respect of the Assigned Purchase Agreement (as assigned pursuant to the Second Assignment and Assumption Agreement).
(j) The Facility Agent (with sufficient copies for each Lender and the Security Agent Agent) shall have received for either (i) an opinion addressed to each Lender and each Agent from Airbus’ in-house counsel and the account Engine Manufacturer’s in-house counsel, in form and substance reasonably satisfactory to the addressees thereof; or (ii) an incumbency certificate together with a company extract evidencing the signing authority of the Loan Participants the front end fee specified in Section 3.2 and, for its own account, the Agency Fee specified in Section 3.3. The Security Agent shall disburse to each Loan Participant such front end fee upon receipt thereof persons named in the amounts due incumbency certificate or such other evidence as shall be reasonably satisfactory to the Finance Parties as regards the signing authority of each of the Engine Manufacturer and payable Airbus, in each case to each Loan Participant as separately agreedthe extent customarily offered by Airbus and the Engine Manufacturer.
(k) The Agent shall have received the irrevocable payment in full of the first year’s Agency Fee (or arrangements for payment thereof shall be in place).
(l) The Facility Agent shall have received the irrevocable payment in full of the Arrangement Fee.
(m) Since December 31, 20042012, there shall have been no material and adverse change in the business condition (financial or operational condition otherwise), or operations or prospects of the Borrower Guarantor or Intrepid which taken individually or as a whole for either of them could have a Material Adverse Effect on the ability of the Guarantor or Intrepid to perform its obligations under any Operative Document to which it is a party and no event or circumstance shall have occurred which in the reasonable judgment of any Loan Participant Lender had or would be reasonably likely to have a Material Adverse Effect.
(n) The Facility Agent and each Lender shall have received its customary “know your customer” documentation completed by the Borrower, the Parent, the Irish Company, the Approved Lessors and/or the Guarantor, as the case may be.
(o) The Facility Agent shall have received a copy of the Assigned Airbus Purchase Agreement in the form agreed between the Borrower, Airbus and the Irish Company.
(p) The Facility Agent shall have received a certificate from the Borrower confirming that (i) payment to Airbus of the Loans will to the extent of such payments satisfy the pre-delivery payment obligations of the Borrower to Airbus, and (ii) the rights of the Approved Lessees and the Approved Lessors under the Approved Leases shall not conflict with the rights of the Security Agent and the Lenders under the Mortgage, the Share Charge, the Lease Security Assignments and any other Security Documents.
(q) No event has occurred or is continuing which constitutes (or would, with the passage of time or the giving of notice or both, constitute) a default, event of default or a termination event (however defined) under the Assigned Purchase Agreement.
(r) The representations and warranties deemed to be made as of the Effective Date by each Obligor under the Operative Documents to which it is a party are true and correct in all material respects as of such date (in each case, other than representations relating to a specific date, which shall be true and correct in all material respects as of such specific date).
(s) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or Governmental Entity, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or Governmental Entity to set aside, restrain, enjoin or prevent the completion and consummation of any Operative Document or the transactions contemplated thereby.
(t) No Market Disruption Event has occurred and is continuing.
(u) The Facility Agent shall have received the consolidated audited financial statements for the period ending on December 31, 2011 for each of the Guarantor and Intrepid and the unaudited financial statements for the period ending on December 31, 2012 in respect of the Guarantor and Intrepid.
Appears in 1 contract
Conditions Precedent to the Effectiveness of the Commitments. It is agreed that the respective Commitments of each Loan Participant in respect of the Designated Aircraft and the effectiveness of this Agreement are is subject to the satisfaction prior to or on the Effective Date of the following conditions precedent:
(ai) The following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto, shall each be satisfactory in form and substance to the Security Agent each Loan Participant and (except for the [***]) shall be in full force and effect and executed counterparts shall have been delivered to the Security Agent each Loan Participant and its counsel:
(i1) this Agreement;
(2) the Mortgage;
(ii) a copy of the Boeing Purchase Agreement certified by the Secretary or an Assistant Secretary of the Borrower as being a true and accurate copy of the same, provided that such copy may be redacted and shall not include any pricing * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. information therein or any provisions thereof not assigned, and also provided that, receipt of such document will be strictly subject to Section 13;
(iii3) the Consent and Agreement;
(iv) such Loan Participant’s Loan CertificateFee Letter; and
(v4) [***]*the Structuring Fee Letter.
(bii) The Security Agent (with sufficient copies for each Each Loan Participant) Participant shall have received the following, in each case in form and substance satisfactory to it:
(i1) a certificate of good standing and certified copy of the Articles Certificate of Incorporation and By-laws Bylaws of the Borrower and a copy of resolutions (or minutes of a meeting containing such resolutions) of the board of directors of the Borrower or the executive committee thereof, certified by the Secretary or an Assistant Secretary of the Borrower, duly authorizing the execution, delivery and performance by the Borrower of this Agreement, the Mortgage and each other document required to be executed and delivered by the Borrower on each the Delivery Date in accordance with the provisions hereof and thereof; and;
(ii2) a certificate of the Borrower as to the Person person or Persons persons authorized to execute and deliver this Agreement, the other Operative Documents, and any other documents to be executed on behalf of the Borrower in connection with the transactions contemplated hereby and as to the signature of such person or persons.;
(c3) The Security Agent (with sufficient copies for each Loan Participant) shall have received opinions addressed to such Loan Participant and the Security Agent from the Legal Department for the Borrower in form and substance reasonably satisfactory to the addressees thereof.
(d) The Security Agent (with sufficient copies for each Loan Participant) shall have received an opinion addressed to such Loan Participant and the Security Agent from counsel to Manufacturer, in respect of the Boeing Purchase Agreement and the Consent and Agreement, in form and substance reasonably satisfactory to the addressees thereof.
(e) The Security Agent (with sufficient copies for each Loan Participant) shall have received a incumbency certificate of the Borrower that Security Trustee as to the aggregate amount person or persons authorized to execute and deliver this Agreement, the Mortgage, and any other documents to be executed on behalf of Advances the Security Trustee in connection with each Aircraft shall be sufficient when paid to the Manufacturer in accordance with this Agreement to satisfy transactions contemplated hereby and the obligation signatures of such person or persons; [**] — Confidential treatment has been requested for the Borrower with respect to all advance payments due and payable for each such Aircraft (including payments by the Borrower specified in Section 4.1(f)) under the Boeing Purchase Agreementbracketed portions. * Indicates that certain information contained herein The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(f4) a copy of the resolutions of the board of directors of the Security Trustee, certified by the Secretary or an Assistant Secretary of the Security Trustee, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of the Security Trustee in connection with the transactions contemplated hereby; and
(5) a copy of the articles of association of the Security Trustee, each certified by the Secretary or an Assistant Secretary of the Security Trustee.
(iii) Such Loan Participant shall have received evidence in form and substance reasonably satisfactory such further “KYC” requirements from the Borrower as it shall require to comply with its internal procedures.
(iv) The Borrower shall have paid, or made arrangements with such Loan Participant to pay, all fees, costs and expenses of such Loan Participant and the Security Trustee that Borrower shall have paid to Manufacturer its Cash Contribution are then due and payable in respect of accordance with Section 12, the applicable AircraftFee Letter and the Structuring Fee Letter.
(gv) In respect On the date hereof, no event shall have occurred and be continuing which constitutes (or would, with the passage of Advances paid prior to time or the Effective Dategiving of notice or both, any liens over the Mortgage Estate granted by the Borrower to finance such Advances shall be released and terminatedconstitute) an Event of Default.
(hvi) A Uniform Commercial Code financing statement or statements covering all the security interests created by or pursuant to the granting clause As of the Mortgage shall date hereof, no Material Adverse Change has occurred since December 31, 2010 and is continuing. By their execution hereof, each Loan Participant certifies that all of the conditions precedent set forth in this Section 4(a) have been executed satisfied and delivered by the Borrower, and such financing statement or statements shall have been duly filed in all places deemed necessary or advisable in the opinion of counsel for the Loan Participants, and any additional Uniform Commercial Code financing statements deemed advisable by any Loan Participant or its counsel shall have been executed and delivered by the Borrower and duly filed and all other action shall have been taken as is deemed necessary or advisable, in the opinion of counsel for the Loan Participants, to establish and perfect the Security Agent’s security interest in the Boeing Purchase Agreement.
(i) Each Loan Participant shall have received from Vedder, Price, Xxxxxxx & Kammholz, P.C., special counsel for the Loan Participants, an opinion satisfactory in substance and form to that such Loan Participant, ’s Commitment and this Agreement have become effective as to such matters incident to the transactions contemplated hereby as such Loan Participant may reasonably request.
(j) The Security Agent shall have received for the account of the Loan Participants the front end fee specified in Section 3.2 and, for its own account, the Agency Fee specified in Section 3.3. The Security Agent shall disburse to each Loan Participant such front end fee upon receipt thereof in the amounts due and payable to each Loan Participant as separately agreeddate hereof.
(k) Since December 31, 2004, there shall have been no material and adverse change in the financial or operational condition of the Borrower and no event or circumstance shall have occurred which in the reasonable judgment of any Loan Participant had or would be reasonably likely to have a Material Adverse Effect.
Appears in 1 contract
Conditions Precedent to the Effectiveness of the Commitments. It is agreed that the Commitments of each Loan Participant and the The effectiveness of this Agreement are is subject to the satisfaction fulfillment (or waiver) prior to or on the Effective Date of the following conditions precedent:
(ai) The Each Lender receives executed counterparts or conformed copies of the following documents shall and such counterparts have been duly authorized, executed and delivered by the party or parties thereto, shall each be satisfactory in form and substance to the Security Agent and (except for the [***]) shall be are in full force and effect and executed counterparts shall have been delivered are in form and substance reasonably satisfactory to the Security Agent and its counselAgent:
(i1) the MortgageHoldings Guarantee;
(ii2) a copy of the Boeing Purchase Agreement certified by the Secretary or an Assistant Secretary of the Borrower as being a true and accurate copy of the same, provided that such copy may be redacted and shall not include any pricing * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. information therein or any provisions thereof not assigned, and also provided that, receipt of such document will be strictly subject to Section 13Security Agreement;
(iii3) the Consent and Agreement;
(iv4) such the Engine Consent and Agreement;
(5) the Paying Agent Agreement;
(6) the Loan Participant’s Loan CertificateCertificates; and
(v7) [***]*the Remarketing Agreement.
(bii) The Security Agent (with sufficient copies for each Loan Participant) shall have received the following, in each case in form and substance reasonably satisfactory to itSecurity Agent:
(i1) a certificate of good standing and certified copy of the Articles of Incorporation and By-laws of the Borrower and (x) a copy of resolutions Borrower’s certificate of the board of directors of the Borrower or the executive committee thereofincorporation, by-laws, and resolutions, in each case certified by the Secretary secretary or an Assistant Secretary assistant secretary of the Borrower, duly authorizing the Borrower’s execution, delivery delivery, and performance by the Borrower of this Agreement, the Mortgage Security Agreement and each other document required to be executed and delivered by the Borrower on or before each Delivery Borrowing Date in accordance with the provisions hereof and thereof; and
(iiy) a incumbency certificate of the Borrower as to the Person or Persons Person(s) authorized to execute and deliver this Agreementthe Operative Agreements on its behalf; and (z) good-standing certificate for Borrower for Delaware and Florida; and
(2) (x) a copy of Holdings’ articles of incorporation, the other Operative Documentsby-laws, and any other documents resolutions, in each case certified by the secretary or an assistant secretary of Holdings, duly authorizing Holdings’ execution, delivery, and performance of the Holdings Guarantee required to be executed and delivered by Holdings on behalf of or before the Borrower Effective Date in connection accordance with the transactions contemplated hereby provisions hereof and thereof; (y) incumbency certificate of Holdings as to the signature of such person or personsPerson(s) authorized to execute and deliver the Holdings Guarantee on its behalf; and (z) good-standing certificate for Holdings for Nevada.
(ciii) The Lenders and Security Agent (with sufficient copies for each Loan Participant) shall have received opinions addressed to such Loan Participant the Lenders and the Security Agent from the Legal Department for the Borrower in form and substance reasonably satisfactory to the addressees thereof.
(d1) The Security Agent Borrower’s internal counsel, (with sufficient copies for each Loan Participant2) shall have received an opinion addressed to such Loan Participant and the Security Agent from Xxxxx, Xxxxxxxx & Xxxxxxx, LLP, special counsel to Manufacturer, in respect of the Boeing Purchase Agreement and the Consent and Agreement, in form and substance reasonably satisfactory to the addressees thereof.
(e) The Security Agent (with sufficient copies for each Loan Participant) shall have received a certificate of the Borrower that the aggregate amount of Advances in connection with each Aircraft shall be sufficient when paid to the Manufacturer in accordance with this Agreement to satisfy the obligation of the Borrower with respect to all advance payments due and payable for each such Aircraft (including payments by the Borrower specified in Section 4.1(f)) under the Boeing Purchase Agreement. * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(f) Such Loan Participant shall have received evidence in form and substance reasonably satisfactory to such Loan Participant that Borrower shall have paid to Manufacturer its Cash Contribution in respect of the applicable Aircraft.
(g) In respect of Advances paid prior to the Effective Date, any liens over the Mortgage Estate granted by the Borrower to finance such Advances shall be released and terminated.
(h) A Uniform Commercial Code financing statement or statements covering all the security interests created by or pursuant to the granting clause of the Mortgage shall have been executed and delivered by the Borrower, and such financing statement or statements shall have been duly filed in all places deemed necessary or advisable in the opinion of counsel for the Loan Participants, and any additional Uniform Commercial Code financing statements deemed advisable by any Loan Participant or its counsel shall have been executed and delivered by the Borrower and duly filed and all other action shall have been taken as is deemed necessary or advisable, in the opinion of counsel for the Loan Participants, to establish and perfect the Security Agent’s security interest in the Boeing Purchase Agreement.
(i3) Each Loan Participant shall have received from Vedder, Price, Xxxxxxx & Kammholz, P.C., special counsel for the Loan Participants, an opinion satisfactory in substance and form to such Loan Participant, as to such matters incident to the transactions contemplated hereby as such Loan Participant may Lenders and Security Agent, each in form and substance reasonably requestsatisfactory to the Security Agent.
(jiv) The Financing Statements related to the Collateral shall have been duly filed or shall be in the process of being filed in the appropriate jurisdiction.
(v) Paying Agent shall have received for account of the Lenders the Upfront Fee and Security Agent shall have received for the account payment of the Loan Participants the front end fee specified in Section 3.2 and, for its own account, the Agency Fee specified in Section 3.3. The due on the Effective Date.
(vi) Security Agent shall disburse to each Loan Participant such front end fee upon receipt thereof in have received certified (but redacted) copies of (1) the amounts due and payable to each Loan Participant as separately agreed.
(k) Since December 31, 2004, there shall have been no material and adverse change in the financial or operational condition provisions of the Borrower Purchase Agreement and no event or circumstance shall have occurred which in the reasonable judgment GTA specifically assigned to Security Agent pursuant to the terms of any Loan Participant had or would be reasonably likely to have a Material Adverse Effectthe Security Agreement and (2) the Back-Stop Letter.
Appears in 1 contract
Conditions Precedent to the Effectiveness of the Commitments. It is agreed that the Commitments of each Loan Participant and the The effectiveness of this Agreement are is subject to the satisfaction fulfillment (or waiver) prior to or on the Effective Date of the following conditions precedent:
(ai) The Each Lender and Security Agent receives executed counterparts or conformed copies of the following documents shall and such counterparts have been duly authorized, executed and delivered by the party or parties thereto, shall each be satisfactory in form and substance to the Security Agent and (except for the [***]) shall be are in full force and effect and executed counterparts shall have been delivered are in form and substance reasonably satisfactory to the Security Agent and its counselAgent:
(i1) the MortgageHoldings Guarantee;
(ii2) a copy of the Boeing Purchase Agreement certified by the Secretary or an Assistant Secretary of the Borrower as being a true and accurate copy of the same, provided that such copy may be redacted and shall not include any pricing * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. information therein or any provisions thereof not assigned, and also provided that, receipt of such document will be strictly subject to Section 13Security Agreement;
(iii3) the Consent and Agreement;
(iv4) such Loan Participant’s Loan Certificatethe Engine Consent and Agreement;
(5) the Paying Agent Agreement; and
(v6) [***]*the Loan Certificates.
(bii) The Security Agent (with sufficient copies for each Loan Participant) shall have received the following, in each case in form and substance reasonably satisfactory to itSecurity Agent:
(i1) a certificate of good standing and certified copy of the Articles of Incorporation and By-laws of the Borrower and (x) a copy of resolutions Borrower’s certificate of the board of directors of the Borrower or the executive committee thereofincorporation, by-laws, and resolutions, in each case certified by the Secretary secretary or an Assistant Secretary assistant secretary of the Borrower, duly authorizing the Borrower’s execution, delivery delivery, and performance by the Borrower of this Agreement, the Mortgage Security Agreement and each other document required to be executed and delivered by the Borrower on or before each Delivery Borrowing Date in accordance with the provisions hereof and thereof; and
(iiy) a incumbency certificate of the Borrower as to the Person or Persons Person(s) authorized to execute and deliver this Agreementthe Operative Agreements on its behalf; and (z) good-standing certificate for Borrower for Delaware and Florida; and
(2) (x) a copy of Holdings’ articles of incorporation, the other Operative Documentsby-laws, and any other documents resolutions, in each case certified by the secretary or an assistant secretary of Holdings, duly authorizing Holdings’ execution, delivery, and performance of the Holdings Guarantee required to be executed and delivered by Holdings on behalf of or before the Borrower Effective Date in connection accordance with the transactions contemplated hereby provisions hereof and thereof; (y) incumbency certificate of Holdings as to the signature of such person or personsPerson(s) authorized to execute and deliver the Holdings Guarantee on its behalf; and (z) good-standing certificate for Holdings for Nevada.
(ciii) The Lenders and Security Agent (with sufficient copies for each Loan Participant) shall have received opinions addressed to such Loan Participant the Lenders and the Security Agent from the Legal Department for the Borrower (1) Borrower’s internal counsel and (2) Xxxxx, Xxxxxxxx & Xxxxxxx, LLP, special counsel to Borrower, each in form and substance reasonably satisfactory to the addressees thereof.
(d) The Security Agent (with sufficient copies for each Loan Participant) Agent. Borrower shall have received an opinion use reasonable efforts to obtain opinions addressed to such Loan Participant the Lenders and the Security Agent from counsel the respective legal counsels to Manufacturerthe Manufacturers, in respect of the Boeing Purchase Agreement and the Consent and Agreement, each in form and substance reasonably satisfactory to the addressees thereofSecurity Agent.
(eiv) The Security Agent (with sufficient copies for each Loan Participant) shall have received a certificate of the Borrower that the aggregate amount of Advances in connection with each Aircraft shall be sufficient when paid Financing Statements related to the Manufacturer in accordance with this Agreement to satisfy the obligation of the Borrower with respect to all advance payments due and payable for each such Aircraft (including payments by the Borrower specified in Section 4.1(f)) under the Boeing Purchase Agreement. * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(f) Such Loan Participant shall have received evidence in form and substance reasonably satisfactory to such Loan Participant that Borrower shall have paid to Manufacturer its Cash Contribution in respect of the applicable Aircraft.
(g) In respect of Advances paid prior to the Effective Date, any liens over the Mortgage Estate granted by the Borrower to finance such Advances shall be released and terminated.
(h) A Uniform Commercial Code financing statement or statements covering all the security interests created by or pursuant to the granting clause of the Mortgage shall have been executed and delivered by the Borrower, and such financing statement or statements Collateral shall have been duly filed in all places deemed necessary or advisable shall be in the opinion process of counsel for the Loan Participants, and any additional Uniform Commercial Code financing statements deemed advisable by any Loan Participant or its counsel shall have been executed and delivered by the Borrower and duly being filed and all other action shall have been taken as is deemed necessary or advisable, in the opinion of counsel for the Loan Participants, to establish and perfect the Security Agent’s security interest in the Boeing Purchase Agreementappropriate jurisdiction.
(iv) Each Loan Participant Paying Agent shall have received from Vedder, Price, Xxxxxxx & Kammholz, P.C., special counsel for account of the Loan Participants, an opinion satisfactory in substance Lenders the Upfront Fee and form to such Loan Participant, as to such matters incident to the transactions contemplated hereby as such Loan Participant may reasonably request.
(j) The Security Agent shall have received for the account payment of the Loan Participants the front end fee specified in Section 3.2 and, for its own account, the Agency Fee specified in Section 3.3. The due on the Effective Date.
(vi) Security Agent shall disburse to each Loan Participant such front end fee upon receipt thereof in the amounts due and payable to each Loan Participant as separately agreed.
have received certified (kbut redacted) Since December 31, 2004, there shall have been no material and adverse change in the financial or operational condition copies of the Borrower provisions of the Purchase Agreement and no event or circumstance shall have occurred which in the reasonable judgment GTA specifically assigned to Security Agent pursuant to the terms of any Loan Participant had or would be reasonably likely to have a Material Adverse Effectthe Security Agreement.
Appears in 1 contract
Conditions Precedent to the Effectiveness of the Commitments. It is agreed that the respective Commitments of each Loan Participant in respect of each Designated Aircraft and the effectiveness of this Agreement are is subject to the satisfaction prior to or on the Effective Date of the following conditions precedent:
(ai) The following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto, shall each be satisfactory in form and substance to the Security Agent such Loan Participant and (except for the [***]) shall be in full force and effect and executed counterparts shall have been delivered to the Security Agent such Loan Participant and its counsel:
(i1) the Mortgage;
(ii) a copy of the Boeing Purchase Agreement certified by the Secretary or an Assistant Secretary of the Borrower as being a true and accurate copy of the same, provided that such copy may be redacted and shall not include any pricing * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. information therein or any provisions thereof not assigned, and also provided that, receipt of such document will be strictly subject to Section 13;
(iii) the Consent and this Agreement;
(iv2) such Loan Participant’s Loan Certificatethe Guarantee; and
(v3) [***]*
the Fee Letter. (bii) The Security Agent (with sufficient copies for each Such Loan Participant) Participant shall have received the following, in each case in form and substance satisfactory to it:
(i1) a certificate of good standing and certified copy of the Articles of Incorporation and By-laws Bylaws of the Borrower and a copy of resolutions of the board of directors of the Borrower or the executive committee thereof, certified by the Secretary or an Assistant Secretary of the Borrower, duly authorizing the execution, delivery and performance by the Borrower of this Agreement, the Mortgage and each other document required to be executed and delivered by the Borrower on each the Delivery Date in accordance with the provisions hereof and thereof; and;
(ii2) a certificate of the Borrower as to the Person person or Persons persons authorized to execute and deliver this Agreement, the other Operative Documents, and any other documents to be executed on behalf of the Borrower in connection with the transactions contemplated hereby and as to the signature of such person or persons.;
(c3) The Security Agent (with sufficient copies for each Loan Participant) shall have received opinions addressed to such Loan Participant a certified copy of the Articles of Incorporation and Bylaws of the Security Agent from Guarantor and a copy of resolutions of the Legal Department for board of directors of the Borrower in form Guarantor or the executive committee thereof, certified by the Secretary or an Assistant Secretary of the Guarantor, duly authorizing the execution, delivery and substance reasonably satisfactory to performance by the addressees thereof.Guarantor of the Guarantee;
(d4) The Security Agent (with sufficient copies for each Loan Participant) shall have received an opinion addressed to such Loan Participant and the Security Agent from counsel to Manufacturer, in respect of the Boeing Purchase Agreement and the Consent and Agreement, in form and substance reasonably satisfactory to the addressees thereof.
(e) The Security Agent (with sufficient copies for each Loan Participant) shall have received a certificate of the Borrower that Guarantor as to the aggregate amount of Advances person or persons authorized to execute and deliver the Guarantee in connection with each Aircraft shall be sufficient when paid to the Manufacturer in accordance with this Agreement to satisfy the obligation of the Borrower with respect to all advance payments due and payable for each such Aircraft (including payments by the Borrower specified in Section 4.1(f)) under the Boeing Purchase Agreement. * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(f) Such Loan Participant shall have received evidence in form and substance reasonably satisfactory to such Loan Participant that Borrower shall have paid to Manufacturer its Cash Contribution in respect of the applicable Aircraft.
(g) In respect of Advances paid prior to the Effective Date, any liens over the Mortgage Estate granted by the Borrower to finance such Advances shall be released and terminated.
(h) A Uniform Commercial Code financing statement or statements covering all the security interests created by or pursuant to the granting clause of the Mortgage shall have been executed and delivered by the Borrower, and such financing statement or statements shall have been duly filed in all places deemed necessary or advisable in the opinion of counsel for the Loan Participants, and any additional Uniform Commercial Code financing statements deemed advisable by any Loan Participant or its counsel shall have been executed and delivered by the Borrower and duly filed and all other action shall have been taken as is deemed necessary or advisable, in the opinion of counsel for the Loan Participants, to establish and perfect the Security Agent’s security interest in the Boeing Purchase Agreement.
(i) Each Loan Participant shall have received from Vedder, Price, Xxxxxxx & Kammholz, P.C., special counsel for the Loan Participants, an opinion satisfactory in substance and form to such Loan Participant, as to such matters incident to the transactions contemplated hereby and as to the signature of such Loan Participant may reasonably request.person or persons;
(j5) The Security Agent shall have received for the account an incumbency certificate of the Loan Participants Security Trustee as to the front end fee specified in Section 3.2 and, for its own accountperson or persons authorized to execute and deliver this Agreement, the Agency Fee specified Mortgage, and any other documents to be executed on behalf of the Security Trustee in Section 3.3. The Security Agent shall disburse to each Loan Participant connection with the transactions contemplated hereby and the signatures of such front end fee upon receipt thereof in the amounts due and payable to each Loan Participant as separately agreed.person or persons;
(k6) Since December 31, 2004, there shall have been no material and adverse change in the financial or operational condition a copy of the Borrower resolutions of the board of directors of the Security Trustee, certified by the Secretary or an Assistant Secretary of the Security Trustee, duly authorizing the transactions contemplated hereby and no event the execution and delivery of each of the documents required to be executed and delivered on behalf of the Security Trustee in connection with the transactions contemplated hereby;
(7) copies of the following as it relates to the Borrower: (i) its air carrier certificate (as defined in 49 U.S.C. Sec. 41101 and issued pursuant to Part 119 of the Federal Aviation Regulations) and (ii) its operations specifications certificate issued under Part 121 of the Federal Aviation Regulations; and
(8) a copy of the articles of association of the Security Trustee, each certified by the Secretary or circumstance shall have occurred which in an Assistant Secretary of the reasonable judgment of any Loan Participant had or would be reasonably likely to have a Material Adverse EffectSecurity Trustee.
Appears in 1 contract
Samples: Facility Agreement (Atlas Air Worldwide Holdings Inc)
Conditions Precedent to the Effectiveness of the Commitments. It is agreed that the Commitments of each Loan Participant Lender and the effectiveness of the Lender’s obligations pursuant to this Agreement are subject to the satisfaction prior to or on the Effective Date of the following conditions precedent:
(a) The following documents shall have been duly authorized, executed and delivered by the party or parties thereto, shall each be satisfactory in form and substance to the Security Facility Agent and (except for the [***]) shall be in full force and effect and executed counterparts shall have been delivered to the Security Facility Agent and its counsel:
(i) the Mortgagethis Agreement;
(ii) a copy of the Boeing Purchase Agreement certified by the Secretary or an Assistant Secretary of the Borrower as being a true and accurate copy of the same, provided that such copy may be redacted and shall not include any pricing * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. information therein or any provisions thereof not assigned, and also provided that, receipt of such document will be strictly subject to Section 13Mortgage;
(iii) the Consent and AgreementGuarantee;
(iv) such Loan Participantthe Share Charge;
(v) the Step-In Agreement;
(vi) the Engine Financier Agreement;
(vii) each Lender’s Loan Certificate;
(viii) the Assignment and Assumption Agreements;
(ix) the Option Agreement;
(x) the Subordinated Loan Agreements;
(xi) the Servicing Agreement;
(xii) the Approved Leases;
(xiii) the Lease Security Assignments; and
(vxiv) [***]*the Process Agent Appointment.
(b) The Security Facility Agent (with sufficient copies for each Loan Participant) shall have received the following, in each case in form and substance satisfactory to it:
(i) the memorandum and articles of association, a certificate of good standing and certified a certificated copy of the Articles certificate of Incorporation and By-laws incorporation of the Borrower, the declaration of trust in respect of the shares of the Borrower and a copy of resolutions of the board of directors of the Borrower or the executive committee thereofBorrower, certified by the Secretary or an Assistant Secretary of the Borrower, duly authorizing the execution, delivery and performance by the Borrower of this Agreement, the Mortgage and each other document required to be executed and delivered by the Borrower on each Delivery Date in accordance with the provisions hereof and thereof; andEffective Date;
(ii) a certified copy of the organizational documents of the Parent and a copy of resolutions of the board of directors of the Parent, certified by the Secretary or an Assistant Secretary of the Parent, duly authorizing the execution, delivery and performance by the Parent of the Share Charge and each other document required to be executed and delivered by the Parent on the Effective Date;
(iii) a director’s certificate from a director of Intrepid (a) attaching copies of the constituent documents of Intrepid, (b) attaching copies of the resolutions of the board of directors of Intrepid and power or powers of attorney of Intrepid, certified by a Director of Intrepid, duly authorizing the execution, delivery and performance by Intrepid of the Engine Financier Agreement, the First Assignment and Assumption Agreement, the First Consideration Payment Agreement and each other document required to be executed and delivered by Intrepid on the Effective Date and (c) listing the Person or Persons authorized to execute and deliver the agreements stated in (b) above, and any other documents to be executed on behalf of Intrepid in connection with the transactions contemplated hereby, including a sample signature of such Person or Persons
(iv) a director’s certificate from a director of the Guarantor (a) attaching copies of the constituent documents of the Guarantor, (b) attaching copies of the resolutions of the board of directors of the Guarantor and power or powers of attorney of the Guarantor, certified by a Director of the Guarantor, duly authorizing the execution, delivery and performance by the Guarantor of the Guarantee made by the Guarantor, the Subordinated Loan Agreement to which the Guarantor is party and each other document required to be executed and delivered by the Guarantor on the Effective Date and (c) listing the Person or Persons authorized to execute and deliver the Operative Documents, and any other documents to be executed on behalf of the Guarantor in connection with the transactions contemplated hereby, including a sample signature of such Person or Persons;
(v) a director’s certificate from a director of the Irish Company (a) attaching copies of the constituent documents of the Irish Company, (b) attaching copies of the resolutions of the board of directors of the Irish Company and power or powers of attorney of the Irish Company, certified by a Director of the Irish Company, duly authorising the execution, delivery and performance by the Irish Company of the Second Assignment and Assumption Agreement, the Option Agreement, the Subordinated Loan Agreements and each other document required to be executed and delivered by the Irish Company on the Effective Date and (c) listing the Person or Persons authorised to execute and deliver the Operative Documents, and any other documents to be executed on behalf of the Irish Company in connection with the transactions contemplated hereby, including a sample signature of such Person or Persons;
(vi) a certificate of the Borrower as to the Person or Persons authorized to execute and deliver this Agreement, the other Operative Documents, and any other documents to be executed on behalf of the Borrower in connection with the transactions contemplated hereby and as to the signature of such person Person or personsPersons;
(vii) a certificate of the Parent as to the Person or Persons authorized to execute and deliver the Operative Documents, and any other documents to be executed on behalf of the Parent in connection with the transactions contemplated hereby, including a sample signature of such Person or Persons; and
(viii) a certificate of each Approved Lessor as to the Person or Persons authorized to execute and deliver the Operative Documents, and any other documents to be executed on behalf of such Approved Lessors in connection with the transactions contemplated hereby, including a sample signature of such Person or Persons.
(c) The Security Facility Agent (with sufficient copies for each Loan Participant) shall have received opinions addressed to such Loan Participant and the Security Agent from the Legal Department for the Borrower in form and substance reasonably satisfactory to the addressees thereof.
(d) The Security Agent (with sufficient copies for each Loan Participant) shall have received an opinion addressed to such Loan Participant and the Security Agent from counsel to Manufacturer, in respect of the Boeing Purchase Agreement and the Consent and Agreement, in form and substance reasonably satisfactory to the addressees thereof.
(e) The Security Agent (with sufficient copies for each Loan ParticipantLender) shall have received a certificate of the Borrower that the aggregate amount of Advances in connection with each Aircraft shall be sufficient when paid to the Manufacturer Airbus in accordance with this Agreement to satisfy the obligation of the Borrower with respect to all advance payments due and payable for each such Aircraft (including payments by the Borrower specified in Section 4.1(f)) under the Boeing Purchase Agreement. * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(f) Such Loan Participant shall have received evidence in form and substance reasonably satisfactory to such Loan Participant that Borrower shall have paid to Manufacturer its Cash Contribution in respect of the applicable Aircraft.
(gd) In respect of Advances paid prior to the Effective Date, any liens over the Mortgage Estate Collateral granted by the Borrower to finance such Advances shall be released and terminated.
(he) A Uniform Commercial Code financing statement or statements covering all the security interests created by or pursuant to the granting clause of the Mortgage and the Lease Security Assignments shall have been executed and delivered by the Borrower, and such financing statement or statements shall have been duly filed in all places deemed necessary or advisable in the opinion of counsel for the Loan ParticipantsLenders, and any additional Uniform Commercial Code financing statements deemed advisable by any Loan Participant Lender or its counsel shall have been executed and delivered by the Borrower and duly filed and all other action filed.
(f) Evidence shall have been taken as is deemed delivered of the entry into the Parent’s register of mortgages and charges of the Share Charge (other than in respect of such entry in anticipation of the Share Charge).
(g) All documentation required to accomplish any necessary filings or advisableregistrations shall have been delivered to local Cayman Islands counsel, and such registrations shall be initiated and there shall exist no Lien of record in respect of the Collateral that ranks in priority to the Lien of the Mortgage and the other Operative Documents.
(h) The Facility Agent (with sufficient copies for each Lender and the Security Trustee) shall have received an opinion addressed to each Lender, and each Agent from one or more special counsel to the Borrower, in the opinion of counsel for the Loan Participants, to establish and perfect the Security Agent’s security interest each applicable jurisdiction (including in the Boeing Purchase AgreementXxxxxx Xxxxxxx, Xxx Xxxx, Xxxxxxx and England), with such opinions satisfactory in form and substance to such Lender, as to the valid, binding and enforceable nature of the Operative Documents in place on the Effective Date, due execution by the Borrower, Intrepid, the Guarantor, each Approved Lessor, and the creation and perfection in the Collateral assigned and charged pursuant to the Mortgage and the Lease Security Assignments.
(i) Each Loan Participant The Facility Agent (with sufficient copies for each Lender and the Security Trustee) shall have received opinions addressed to each Lender and each Agent from Vedder, Price, Xxxxxxx & Kammholz, P.C.Walkers, special Irish counsel for to the Loan ParticipantsIrish Company and special Cayman Counsel to the Borrower, an each such opinion satisfactory in form and substance and form to such Loan ParticipantLender, as to such matters incident the “non-consolidation” of the Borrower, on the one hand, and the Irish Company, on the other hand and the “true sale” of the Irish Company’s rights to the transactions contemplated hereby Borrower in respect of the Assigned Purchase Agreement (as such Loan Participant may reasonably requestassigned pursuant to the Second Assignment and Assumption Agreement).
(j) The Facility Agent (with sufficient copies for each Lender) shall have received an opinion addressed to each Lender and each Agent from Airbus in-house counsel, in form and substance reasonably satisfactory to the addressees thereof.
(k) The Facility Agent (with sufficient copies for each Lender) shall have received an incumbency certificate together with a company extract evidencing the signing authority of the persons named in the incumbency certificate or such other evidence as shall be reasonably satisfactory to the Finance Parties as regards the signing authority of the Engine Manufacturer.
(l) The Facility Agent (with sufficient copies for each Lender) shall have received an opinion addressed to each Lender and the Facility Agent from counsel to the Security Trustee as to due execution by the Security Trustee of the Operative Documents.
(m) The Facility Agent shall have received for the account of the Loan Participants Lenders the front end upfront fee specified in Section 3.2 and, for its own account, the Agency Fee specified in Section 3.3. The Security Agent shall disburse to each Loan Participant such front end fee upon receipt thereof in the amounts due and payable to each Loan Participant as separately agreedClause 3.2.
(kn) Since December 31June 7, 20042013, (i) there shall have been no material and adverse change in the business condition (financial or operational condition otherwise), or operations or prospects of the Borrower Guarantor or the Irish Company which taken as a whole for either of them could have a material adverse effect on the ability of the Guarantor or the Irish Company to perform its obligations under any Operative Document to which it is a party and no event or circumstance shall have occurred which in the reasonable judgment of any Loan Participant Lender had or would be reasonably likely to have a Material Adverse EffectEffect and (ii) there shall have been no material and adverse change in the LIBOR funding markets or any financial markets applicable to a Lender which would materially impair the ability of such Lender to fund a Loan in respect of an Advance hereunder.
(o) The Facility Agent and each Lender shall have received its customary “know your customer” documentation (including the Facility Agent’s Loan Administration Form in the form attached as Exhibit F) completed by the Borrower, the Irish Company and/or the Guarantor, as the case may be.
(p) The Facility Agent shall have received a copy of the Assigned Airbus Purchase Agreement in the form agreed between the Borrower, Airbus and the Security Trustee.
(q) The Facility Agent shall have received a certificate from the Borrower confirming that (i) payment to Airbus of the Loans will to the extent of such payments satisfy the pre-delivery payment obligations of the Borrower to Airbus, and (ii) the rights of the Approved Lessees and the Approved Lessors under the Approved Leases shall not conflict with the rights of the Lenders under the Mortgage and the Share Charge.
(r) The Facility Agent shall have received an audited consolidated balance sheet and related statements of the Guarantor and its subsidiaries at and as of the end of the fiscal year of the Guarantor ended December 31, 2012, together with an audited consolidated statement of income for such fiscal year, each of which shall be prepared in accordance with IFRS or GAAP.
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Conditions Precedent to the Effectiveness of the Commitments. It is agreed that the respective Commitments of each Loan Participant in respect of the Designated Aircraft and the effectiveness of this Agreement are is subject to the satisfaction prior to or on the Effective Date of the following conditions precedent:
(ai) The following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto, shall each be satisfactory in form and substance to the Security Agent each Loan Participant and (except for the [***]) shall be in full force and effect and executed counterparts shall have been delivered to the Security Agent each Loan Participant and its counsel:
(i1) this Agreement;
(2) the Mortgage;
(ii) a copy of the Boeing Purchase Agreement certified by the Secretary or an Assistant Secretary of the Borrower as being a true and accurate copy of the same, provided that such copy may be redacted and shall not include any pricing * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. information therein or any provisions thereof not assigned, and also provided that, receipt of such document will be strictly subject to Section 13;
(iii3) the Consent and Agreement;
(iv) such Loan Participant’s Loan CertificateFee Letter; and
(v4) [***]*the Structuring Fee Letter.
(bii) The Security Agent (with sufficient copies for each Each Loan Participant) Participant shall have received the following, in each case in form and substance satisfactory to it:
(i1) a certificate of good standing and certified copy of the Articles Certificate of Incorporation and By-laws Bylaws of the Borrower and a copy of resolutions (or minutes of a meeting containing such resolutions) of the board of directors of the Borrower or the executive committee thereof, certified by the Secretary or an Assistant Secretary of the Borrower, duly authorizing the execution, delivery and performance by the Borrower of this Agreement, the Mortgage and each other document required to be executed and delivered by the Borrower on each the Delivery Date in accordance with the provisions hereof and thereof; and;
(ii2) a certificate of the Borrower as to the Person person or Persons persons authorized to execute and deliver this Agreement, the other Operative Documents, and any other documents to be executed on behalf of the Borrower in connection with the transactions contemplated hereby and as to the signature of such person or persons;
(3) an incumbency certificate of the Security Trustee as to the person or persons authorized to execute and deliver this Agreement, the Mortgage, and any other documents to be executed on behalf of the Security Trustee in connection with the transactions contemplated hereby and the signatures of such person or persons;
(4) a copy of the resolutions of the board of directors of the Security Trustee, certified by the Secretary or an Assistant Secretary of the Security Trustee, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of the Security Trustee in connection with the transactions contemplated hereby; and
(5) a copy of the articles of association of the Security Trustee, each certified by the Secretary or an Assistant Secretary of the Security Trustee.
(c) The Security Agent (with sufficient copies for each Loan Participant) shall have received opinions addressed to such Loan Participant and the Security Agent from the Legal Department for the Borrower in form and substance reasonably satisfactory to the addressees thereof.
(d) The Security Agent (with sufficient copies for each Loan Participant) shall have received an opinion addressed to such Loan Participant and the Security Agent from counsel to Manufacturer, in respect of the Boeing Purchase Agreement and the Consent and Agreement, in form and substance reasonably satisfactory to the addressees thereof.
(e) The Security Agent (with sufficient copies for each Loan Participant) shall have received a certificate of the Borrower that the aggregate amount of Advances in connection with each Aircraft shall be sufficient when paid to the Manufacturer in accordance with this Agreement to satisfy the obligation of the Borrower with respect to all advance payments due and payable for each such Aircraft (including payments by the Borrower specified in Section 4.1(f)) under the Boeing Purchase Agreement. * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(fiii) Such Loan Participant shall have received evidence in form and substance reasonably satisfactory such further “KYC” requirements from the Borrower as it shall require to comply with its internal procedures.
(iv) The Borrower shall have paid, or made arrangements with such Loan Participant to pay, all fees, costs and expenses of such Loan Participant and the Security Trustee that Borrower shall have paid to Manufacturer its Cash Contribution are then due and payable in respect of accordance with Section 12, the applicable AircraftFee Letter and the Structuring Fee Letter.
(gv) In respect On the date hereof, no event shall have occurred and be continuing which constitutes (or would, with the passage of Advances paid prior to time or the Effective Dategiving of notice or both, any liens over the Mortgage Estate granted by the Borrower to finance such Advances shall be released and terminatedconstitute) an Event of Default.
(hvi) A Uniform Commercial Code financing statement or statements covering all the security interests created by or pursuant to the granting clause As of the Mortgage shall date hereof, no Material Adverse Change has occurred since December 31, 2010 and is continuing. By their execution hereof, each Loan Participant certifies that all of the conditions precedent set forth in this Section 4(a) have been executed satisfied and delivered by the Borrower, and such financing statement or statements shall have been duly filed in all places deemed necessary or advisable in the opinion of counsel for the Loan Participants, and any additional Uniform Commercial Code financing statements deemed advisable by any Loan Participant or its counsel shall have been executed and delivered by the Borrower and duly filed and all other action shall have been taken as is deemed necessary or advisable, in the opinion of counsel for the Loan Participants, to establish and perfect the Security Agent’s security interest in the Boeing Purchase Agreement.
(i) Each Loan Participant shall have received from Vedder, Price, Xxxxxxx & Kammholz, P.C., special counsel for the Loan Participants, an opinion satisfactory in substance and form to that such Loan Participant, ’s Commitment and this Agreement have become effective as to such matters incident to the transactions contemplated hereby as such Loan Participant may reasonably request.
(j) The Security Agent shall have received for the account of the Loan Participants the front end fee specified in Section 3.2 and, for its own account, the Agency Fee specified in Section 3.3. The Security Agent shall disburse to each Loan Participant such front end fee upon receipt thereof in the amounts due and payable to each Loan Participant as separately agreeddate hereof.
(k) Since December 31, 2004, there shall have been no material and adverse change in the financial or operational condition of the Borrower and no event or circumstance shall have occurred which in the reasonable judgment of any Loan Participant had or would be reasonably likely to have a Material Adverse Effect.
Appears in 1 contract
