Intermediate Lessees Sample Clauses

Intermediate Lessees. In connection with (i) the replacement of any Lease of any Pool Aircraft, (ii) the addition of Non-Pool Aircraft to the Designated Pool, (iii) any Requirement of Law or (iv) a request by a Lessee, the Owner Subsidiary or Intermediate Lessee shall be entitled, by giving notice to the Administrative Agent, to enter into one or more Intermediate Leases with one or more Intermediate Lessees with respect to such Pool Aircraft or to hold, directly or indirectly, subject to the Local Requirements Exception, 100% of the Equity Interests in another Intermediate Lessee; provided that: (i) such Intermediate Lessee that is a lessor shall have executed and delivered to the Administrative Agent and the Collateral Agent such certificates, opinions and documents (including registrations and recordings with the FAA (if applicable), the International Registry and/or any Applicable Foreign Aviation Law) as are required to evidence such Intermediate Lessee as the lessor of such Pool Aircraft; (ii) in each case subject to the Local Requirements Exception and as and to the extent permitted in the country of registration of such Pool Aircraft (x) such Intermediate Lessee that is a lessor shall be (or shall be in the process of becoming in due course) registered as a lessor with respect to such Pool Aircraft and (y) an Owner Subsidiary shall be (or shall be in the process of becoming in due course) registered as the owner with respect to such Pool Aircraft, and the Required Cape Town Registrations, if applicable, shall have been made; (iii) the relevant Transaction Parties shall have executed and delivered to the Administrative Agent and the Collateral Agent a Grantor Supplement and/or Collateral Supplement (as applicable) and such documents (including UCC Financing Statements and charge documents) as are required to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in, and Lien on, the Equity Collateral related to the relevant Pool Aircraft and Intermediate Lessee (to the extent required under the Express Perfection Requirements); and (iv) such Intermediate Lessee shall have executed and delivered to the Administrative Agent an Obligor Assumption Agreement.
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Intermediate Lessees. In connection with (i) the replacement of any Lease of any Pool Aircraft, (ii) the addition of Non-Pool Aircraft to the Designated Pool, or (iii) any Requirement of Law, a Lessor Subsidiary shall be entitled, by giving notice (an "Intermediate Lease Notice") to the Administrative Agent, to enter into an Intermediate Lease with an Intermediate Lessee with respect to such Aircraft; provided that: (i) each Intermediate Lessee shall have executed and delivered to the Administrative Agent and the Collateral Agent (1) at least three (3) days prior to entering into an Intermediate Lease, a Borrower Party Request and Assumption Agreement, (2) a Grantor Supplement and (3) such certificates, opinions and documents (including UCC Financing Statements, charge documents and registrations and recordings with the FAA (if applicable), the International Registry and/or any Applicable Non-U.S. Aviation Law) as are required to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in, and Lien on, the Collateral held by such Intermediate Lessee or the Equity Collateral related to such Intermediate Lessee (it being understood and agreed that, with respect to each applicable Aircraft Asset and any related Equity Collateral of the relevant Intermediate Lessee, only the Express Perfection Requirements shall apply); (ii) such Intermediate Lessee shall have delivered a Notice of Assignment to such Lessee in substantially the form of Exhibit F-1 to the Mortgage (or such other form as has been agreed with the Collateral Agent), and shall have taken such other actions required by clause (a) of the definition of Express Perfection Requirements. (iii) if such Intermediate Lessee is incorporated under the laws of Ireland, within 21 days following the execution of the relevant Security Documents, the relevant Intermediate Lessee and/or the relevant Borrower Party, as applicable, shall enter into an Irish Charge Over Shares and cause each such Security Document to be filed with the Irish Companies Registration Office and where applicable the Irish Revenue Commissioners and in each case shall provide evidence of such filings reasonably satisfactory to the Administrative Agent; (iv) [Reserved]; and (v) if such Intermediate Lessee is incorporated under the laws of another acceptable jurisdiction (as listed in the definition of "Intermediate Lessee"), the relevant Intermediate Lessee and/or the relevant Borrower Party or Guarantor Party, as applic...
Sample 1
Intermediate Lessees. In connection with (i) the replacement of any Lease of any Pool Aircraft, (ii) the addition of Non-Pool Aircraft to the Designated Pool, or (iii) any Requirement of Law, the Lessor Subsidiary shall be entitled, by giving notice (an “Intermediate Lease Notice”) to the Administrative Agent, to enter into an Intermediate Lease with an Intermediate Lessee with respect to such Pool Aircraft; provided that: (A) such Intermediate Lessee shall have executed and delivered to the Administrative Agent and the Collateral Agent such certificates, opinions and documents (including registrations and recordings with the FAA (if applicable), the International Registry and/or any Applicable Foreign Aviation Law) as are required to evidence such Intermediate Lessee as the lessor of such Pool Aircraft; (B) such Intermediate Lessee shall be, as permitted in the country of registration of such Pool Aircraft, registered as a lessor with respect to such Pool Aircraft and such Lessor Subsidiary shall be, as and to the extent permitted in the country of registration of such Pool Aircraft, registered as the owner with respect to such Pool Aircraft and such Lessor Subsidiary has made the Required Cape Town Registration, if applicable; and (C) if such Intermediate Lessee is incorporated under the laws of Ireland, the relevant Subsidiary Holdco holding the Equity Interest in such Intermediate Lessee, shall (i) enter into a Collateral Supplement in accordance with the terms of the Loan Documents and (ii) enter into an Additional Charge Over Shares in respect of such Equity Interests and cause such Additional Charge Over Shares to be filed with the Irish Companies Registration Office and the Irish Revenue Commissioners and in each case shall provide evidence of such filings reasonably satisfactory to the Administrative Agent.
Sample 1

Related to Intermediate Lessees

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