Common use of Execution, Amendment, Modification or Termination of Aircraft Assets Related Documents Clause in Contracts

Execution, Amendment, Modification or Termination of Aircraft Assets Related Documents. (a) In connection with the acquisition of any Aircraft (other than any Former Aircraft Asset) which becomes an Aircraft Asset other than pursuant to the Asset Purchase Agreement, no later than ten Business Days prior to such Aircraft becoming an Aircraft Asset, GFL shall deliver a written notice thereof to the Servicer setting forth the model type and manufacturer’s serial number of such Aircraft and the Person within the GFL Group which will become the owner of such Aircraft upon its acquisition, together with (x) a true and complete list all documents related to such Aircraft which will become Aircraft Assets Related Documents upon the acquisition of such Aircraft and (y) a true and complete copy of each document which will become an Aircraft Assets Related Document upon the acquisition of such Aircraft or, to the extent it has yet to be executed, the most current draft of such document (with a final executed copy to be delivered as promptly as practicable thereafter). GFL will be deemed to represent and warrant to, and agree with, the Servicer on the date such Aircraft becomes an Aircraft Asset that (i) the Person within the GFL Group listed as the owner of such Aircraft in the written notice provided by GFL will have such title to such Aircraft as was conveyed to such Person on its acquisition free and clear of all Liens created by or through such Person, (ii) each Aircraft Assets Related Document related to such Aircraft is a legal, valid and binding agreement of the Person within the GFL Group that is a party thereto (including by way of assignment or novation) and is enforceable against such Person within the GFL Group that is a party thereto in accordance with its terms and (iii) no Person within the GFL Group has modified, amended or waived any provision of or terminated any Aircraft Assets Related Document referred to in such written notice provided by GFL except as disclosed therein. The Servicer shall not be required to perform any services provided for in or in connection with any Aircraft Assets Related Documents not delivered to it, and, to the extent that the failure to provide such service results in any Losses to the Servicer, GFL shall indemnify the Servicer for such Losses on an After-Tax Basis, in accordance with the provisions of Article XI. (b) No later than five Business Days after the date that (i) any agreement, instrument or other document becomes an Aircraft Assets Related Document (other than as contemplated in Section 6.08(a)) or (ii) any Aircraft Assets Related Document shall have been amended, modified or terminated, GFL shall deliver written notice thereof to the Servicer together with (x) in the case of any newly executed Aircraft Assets Related Document, a true and complete copy of such Aircraft Assets Related Document, a list of all Aircraft Assets to which it relates and a description, in reasonable detail, of the relevance of such Aircraft Assets Related Document to such assets or (y) in the case of any amendment, modification or termination, a true and complete copy of any related agreement, instrument or other document; provided, however, that such notice or such document shall not be required to be delivered, but shall be delivered if the Servicer does not have possession of such notice or document, delivery is so requested by the Servicer and GFL has possession of such notice or document, if the Servicer was substantially involved in the preparation and execution of such new, amended, modified or terminated agreement, instrument or other document.

Appears in 1 contract

Samples: Servicing Agreement (Genesis Lease LTD)

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Execution, Amendment, Modification or Termination of Aircraft Assets Related Documents. (a) In connection with the acquisition of any Aircraft (other than any Former Aircraft Asset) which becomes an a MSA Aircraft Asset other than pursuant to the Asset Purchase AgreementAsset, no later than ten Business Days prior to such Aircraft becoming an a MSA Aircraft Asset, GFL Genesis shall deliver a written notice thereof to the Servicer setting forth the model type and manufacturer’s serial number of such Aircraft and the Person within in the GFL Genesis Group which will become the owner of such Aircraft upon its acquisition, together with (x) a true and complete list all documents related to such Aircraft which will become Aircraft Assets Related Documents upon the acquisition of such Aircraft and (y) a true and complete copy of each document which will become an Aircraft Assets Related Document upon the acquisition of such Aircraft or, to the extent it has yet to be executed, the most current draft of such document (with a final executed copy to be delivered as promptly as practicable thereafter). GFL Genesis will be deemed to represent and warrant to, and agree with, the Servicer on the date such Aircraft becomes an a MSA Aircraft Asset that (i) the Person within in the GFL Genesis Group listed as the owner of such Aircraft in the written notice provided by GFL Genesis will have such title to such Aircraft as was conveyed to such Person on its acquisition free and clear of all Liens created by or through such Person, (ii) each Aircraft Assets Related Document related to such Aircraft is a legal, valid and binding agreement of the Person within in the GFL Genesis Group that is a party thereto (including by way of assignment or novation) and is enforceable against such Person within in the GFL Genesis Group that is a party thereto in accordance with its terms and (iii) no Person within in the GFL Genesis Group has modified, amended or waived any provision of or terminated any Aircraft Assets Related Document referred to in such written notice provided by GFL Genesis except as disclosed therein. The Servicer shall not be required to perform any services provided for in or in connection with any Aircraft Assets Related Documents not delivered to it, and, to the extent that the failure to provide such service results in any Losses to the Servicer, GFL Genesis shall indemnify the Servicer for such Losses on an After-Tax Basis, in accordance with the provisions of Article XI. (b) No later than five Business Days after the date that (i) any agreement, instrument or other document becomes an Aircraft Assets Related Document (other than as contemplated in Section 6.08(a)) or (ii) any Aircraft Assets Related Document shall have been amended, modified or terminated, GFL Genesis shall deliver written notice thereof to the Servicer together with (x) in the case of any newly executed Aircraft Assets Related Document, a true and complete copy of such Aircraft Assets Related Document, a list of all Aircraft Assets to which it relates and a description, in reasonable detail, of the relevance of such Aircraft Assets Related Document to such assets or (y) in the case of any amendment, modification or termination, a true and complete copy of any related agreement, instrument or other document; provided, however, that such notice or such document shall not be required to be delivered, but shall be delivered if the Servicer does not have possession of such notice or document, delivery is so requested by the Servicer and GFL Genesis has possession of such notice or document, if the Servicer was substantially involved in the preparation and execution of such new, amended, modified or terminated agreement, instrument or other document.

Appears in 1 contract

Samples: Master Servicing Agreement (Genesis Lease LTD)

Execution, Amendment, Modification or Termination of Aircraft Assets Related Documents. (a) In connection with the acquisition of any Aircraft (other than any Former Aircraft Asset) which becomes an Aircraft Asset other than pursuant to the Asset Purchase Agreement, no later than ten Business Days prior to such Aircraft becoming an Aircraft Asset, GFL the Company shall deliver a written notice thereof to the Servicer setting forth the model type and manufacturer’s serial number of such Aircraft and the Person within the GFL Company Group which will become the owner of such Aircraft upon its acquisition, together with (x) a true and complete list all documents related to such Aircraft which will become Aircraft Assets Related Documents upon the acquisition of such Aircraft and (y) a true and complete copy of each document which will become an Aircraft Assets Related Document upon the acquisition of such Aircraft or, to the extent it has yet to be executed, the most current draft of such document (with a final executed copy to be delivered as promptly as practicable thereafter). GFL The Company will be deemed to represent and warrant to, and agree with, the Servicer on the date such Aircraft becomes an Aircraft Asset that (i) the Person within the GFL Company Group listed as the owner of such Aircraft in the written notice provided by GFL the Company will have such title to such Aircraft as was conveyed to such Person on its acquisition free and clear of all Liens created by or through such Person, (ii) each Aircraft Assets Related Document related to such Aircraft is a legal, valid and binding agreement of the Person within the GFL Company Group that is a party thereto (including by way of assignment or novation) and is enforceable against such Person within the GFL Company Group that is a party thereto in accordance with its terms and (iii) no Person within the GFL Company Group has modified, amended or waived any provision of or terminated any Aircraft Assets Related Document referred to in such written notice provided by GFL the Company except as disclosed therein. The Servicer shall not be required to perform any services provided for in or in connection with any Aircraft Assets Related Documents not delivered to it, and, to the extent that the failure to provide such service results in any Losses to the Servicer, GFL the Company shall indemnify the Servicer for such Losses on an After-Tax Basis, in accordance with the provisions of Article XI. (b) No later than five Business Days after the date that (i) any agreement, instrument or other document becomes an Aircraft Assets Related Document (other than as contemplated in Section 6.08(a)) or (ii) any Aircraft Assets Related Document shall have been amended, modified or terminated, GFL the Company shall deliver written notice thereof to the Servicer together with (x) in the case of any newly executed Aircraft Assets Related Document, a true and complete copy of such Aircraft Assets Related Document, a list of all Aircraft Assets to which it relates and a description, in reasonable detail, of the relevance of such Aircraft Assets Related Document to such assets or (y) in the case of any amendment, modification or termination, a true and complete copy of any related agreement, instrument or other document; provided, however, provided that such notice or such document shall not be required to be delivered, but shall be delivered if the Servicer does not have possession of such notice or document, delivery is so requested by the Servicer and GFL the Company has possession of such notice or document, if the Servicer was substantially involved in the preparation and execution of such new, amended, modified or terminated agreement, instrument or other document.

Appears in 1 contract

Samples: Servicing Agreement (Babcock & Brown Air LTD)

Execution, Amendment, Modification or Termination of Aircraft Assets Related Documents. (a) In connection with the acquisition of any Aircraft (other than any Former Aircraft Asset) which becomes an Aircraft Asset after the Closing Date other than pursuant to the Asset Purchase Agreement, no later than ten Business Days prior to such Aircraft becoming an Aircraft Asset, GFL AFT shall deliver a written notice thereof to the Servicer setting forth the model type and manufacturer’s 's serial number of such Aircraft and the Person within the GFL AFT Group which will become the owner of such Aircraft upon its acquisition, together with (x) a true and complete list all documents related to such Aircraft which will become Aircraft Assets Related Documents upon the acquisition of such Aircraft and (y) a true and complete copy of each document which will become an Aircraft Assets Related Document upon the acquisition of such Aircraft or, to the extent it has yet to be executed, the most current draft of such document (with a final executed copy to be delivered as promptly as practicable thereafter). GFL AFT will be deemed to represent and warrant to, and agree with, the Servicer on the date such Aircraft becomes an Aircraft Asset that (i) the Person within the GFL AFT Group listed as the owner of such Aircraft in the written notice provided by GFL AFT will have such title to such Aircraft as was conveyed to such Person on its acquisition free and clear of all Liens created by or through such Person, (ii) each Aircraft Assets Related Document related to such Aircraft is a legal, valid and binding agreement of the Person within the GFL AFT Group that is a party thereto (including by way of assignment or novation) and is enforceable against such Person within the GFL AFT Group that is a party thereto in accordance with its terms and (iii) no Person within the GFL AFT Group has modified, amended or waived any provision of or terminated any Aircraft Assets Related Document referred to in such written notice provided by GFL AFT except as disclosed therein. The Servicer shall not be required to perform any services provided for in or in connection with any Aircraft Assets Related Documents not delivered to it, and, to the extent that the failure to provide such service results in any Losses to the Servicer, GFL AFT shall indemnify the Servicer for such Losses on an After-Tax Basis, in accordance with the provisions of Article XI. (b) No later than five Business Days after the date that (i) any agreement, instrument or other document becomes an Aircraft Assets Related Document (other than as contemplated in Section 6.08(a)) or (ii) any Aircraft Assets Related Document shall have been amended, modified or terminated, GFL shall deliver written notice thereof to the Servicer together with (x) in the case of any newly executed Aircraft Assets Related Document, a true and complete copy of such Aircraft Assets Related Document, a list of all Aircraft Assets to which it relates and a description, in reasonable detail, of the relevance of such Aircraft Assets Related Document to such assets or (y) in the case of any amendment, modification or termination, a true and complete copy of any related agreement, instrument or other document; provided, however, that such notice or such document shall not be required to be delivered, but shall be delivered if the Servicer does not have possession of such notice or document, delivery is so requested by the Servicer and GFL has possession of such notice or document, if the Servicer was substantially involved in the preparation and execution of such new, amended, modified or terminated agreement, instrument or other document.AFT shall

Appears in 1 contract

Samples: Servicing Agreement (Aircraft Finance Trust)

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Execution, Amendment, Modification or Termination of Aircraft Assets Related Documents. (a) In connection with the acquisition of any Aircraft (other than any Former Aircraft Asset) which becomes an Aircraft Asset other than pursuant to the Asset Purchase AgreementAsset, no later than ten Business Days prior to such Aircraft becoming an Aircraft Asset, GFL GAL shall deliver a written notice thereof to the Servicer setting forth the model type and manufacturer’s serial number of such Aircraft and the Person within the GFL Group GAL Group, if applicable, which will become the owner of such Aircraft upon its acquisition, together with (x) a true and complete list all documents related to such Aircraft which will become Aircraft Assets Related Documents upon the acquisition of such Aircraft and (y) a true and complete copy of each document which will become an Aircraft Assets Related Document upon the acquisition of such Aircraft or, to the extent it has yet to be executed, the most current draft of such document (with a final executed copy to be delivered as promptly as practicable thereafter). GFL GAL will be deemed to represent and warrant to, and agree with, the Servicer on the date such Aircraft becomes an Aircraft Asset that (i) the Person within the GFL GAL Group listed as the owner of such Aircraft in the written notice provided by GFL GAL will have such title to such Aircraft as was conveyed to such Person on its acquisition free and clear of all Liens created by or through such PersonPerson (other than a Permitted Lien), (ii) each Aircraft Assets Related Document related to such Aircraft is a legal, valid and binding agreement of the Person within the GFL GAL Group that is a party thereto (including by way of assignment or novation) and is enforceable against such Person within the GFL GAL Group that is a party thereto in accordance with its terms and (iii) no Person within the GFL GAL Group has modified, amended or waived any provision of or terminated any Aircraft Assets Related Document referred to in such written notice provided by GFL GAL except as disclosed therein. The Servicer shall not be required to perform any services provided for in or in connection with any Aircraft Assets Related Documents not delivered to it, and, to the extent that the failure to provide such service results in any Losses to the Servicer, GFL GAL shall indemnify the Servicer for such Losses on an After-Tax Basis, in accordance with the provisions of Article XI. (b) No later than five Business Days after the date that (i) any agreement, instrument or other document becomes an Aircraft Assets Related Document (other than as contemplated in Section 6.08(a)) or (ii) any Aircraft Assets Related Document shall have been amended, modified or terminated, GFL GAL shall deliver written notice thereof to the Servicer together with (x) in the case of any newly executed Aircraft Assets Related Document, a true and complete copy of such Aircraft Assets Related Document, a list of all Aircraft Assets to which it relates and a description, in reasonable detail, of the relevance of such Aircraft Assets Related Document to such assets or (y) in the case of any amendment, modification or termination, a true and complete copy of any related agreement, instrument or other document; provided, however, that such notice or such document shall not be required to be delivered, but shall be delivered if the Servicer does not have possession of such notice or document, delivery is so requested by the Servicer and GFL has possession of such notice or document, if the Servicer was substantially involved in the preparation and execution of such new, amended, modified or terminated agreement, instrument or other document, and, provided, further, that it shall be delivered if the Servicer does not have possession of such notice or document, delivery is so requested by the Servicer and GAL has possession of such notice or document.

Appears in 1 contract

Samples: Servicing Agreement (Genesis Lease LTD)

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