Release Date. The obligations of the Collateral Agent to release the Aggregate Requested Release Amount from the Collateral Account pursuant to a Release Request hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Collateral Agent and the Administrative Agent shall have received a duly executed and completed Release Request. (b) On the relevant Release Date, the Borrower shall be in compliance with the Loan-to-Value Ratio. (c) The Collateral Agent shall have received the following documents or instruments: (i) each Subsidiary Holdco or Owner Subsidiary pledging the Equity Collateral in an Owner Subsidiary that Owns a Related Pool Aircraft for such Release Date shall have executed and delivered a Grantor Supplement or a Collateral Supplement in respect of such Equity Collateral and, if relevant, a Charge Over Shares in respect of such Equity Collateral, (ii) if applicable, each Subsidiary Holdco, Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in any Intermediate Lessee that leases a Related Pool Aircraft for such Release Date shall have executed and delivered a Grantor Supplement or a Collateral Supplement in respect of such Equity Collateral and, if relevant, a Charge Over Shares in respect of such Equity Collateral, (iii) in the case of any Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in an Owner Subsidiary or Intermediate Lessee, such Subsidiary Obligor shall have executed and delivered an Obligor Assumption Agreement to the Administrative Agent and (iv) confirmation with respect to the state of registration and the International Registry, respectively that (x) to the extent applicable in such jurisdiction (including after giving effect to the Local Requirements Exception), such Owner Subsidiary is (or is in the process of becoming in due course) registered in the jurisdiction of registration of the Related Pool Aircraft as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Pool Aircraft, as and to the extent may be customary in such jurisdiction and (y) the Required Cape Town Registrations have been or will promptly thereafter be made. (d) The Administrative Agent shall have received a favorable written opinion (addressed to each Lender Party and dated such Release Date), in each case with respect to the applicable Relevant Collateral and Pool Aircraft Collateral, of each of (i) Xxxxxxxx Chance US LLP with respect to New York law, in-house counsel to the Relevant Release Parties with respect to California law and other matters and (if applicable) A&L Goodbody with respect to Irish law, each counsel for the Obligors, substantially in the forms of Xxxxxxxx X-0X, X-0X, X-0X (as applicable) hereto (unless the relevant Release Date is the Effective Date, in which case no additional opinions shall be required under this sub-clause (i)), (ii) Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, a Professional Corporation, special counsel to the Relevant Release Parties in respect of Cape Town matters, substantially in the applicable form set forth in Exhibit E and (iii) counsel to the Relevant Release Parties in each jurisdiction of organization of such Relevant Release Party other than the United States or Ireland, if any, with respect to the laws of such jurisdiction, in form and substance reasonably satisfactory to the Administrative Agent. The Obligors request such counsel to deliver such opinions. (e) The Collateral Agent shall have received UCC Financing Statements from the relevant Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee), naming such Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee) as debtor, naming the Collateral Agent (for the benefit of the Secured Parties) as secured party and describing the applicable Equity Collateral in respect of the relevant Owner Subsidiaries, and if applicable, the relevant Intermediary Lessees (such UCC Financing Statements to be reasonably satisfactory to the Collateral Agent). (f) The Administrative Agent shall have received such documents and certificates relating to the organization, existence and, if applicable, good standing (in each case that is not more than six months old) of the Relevant Release Parties, the authorization of the transactions contemplated by the applicable Loan Documents relating to each of the Relevant Release Parties, the applicable Loan Documents, the applicable Collateral or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Collateral Agent and their counsel, including, Organizational Documents, Operating Documents, resolutions and incumbency certificates. (g) The Administrative Agent shall have received a certificate, dated as of the Release Date and signed by the President, a Vice President or a Financial Officer of ILFC, confirming (x) compliance with the conditions set forth in clauses (j) and (k) of this Section 4.02 and (y) that each of the Related Pool Aircraft is (or is in the process of becoming in due course) registered in the country of registration of such Pool Aircraft in the name of the relevant Owner Subsidiary as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Related Pool Aircraft if and to the extent customary and applicable in such country (including after giving effect to the Local Requirements Exception) and, to his or her knowledge, there are no Liens of record in such country in respect of such Related Pool Aircraft (other than Permitted Liens). (h) There shall have been paid all fees and other amounts due and payable to the Administrative Agent and the Collateral Agent in connection with the transactions contemplated under the Loan Documents on or before the relevant Release Date, including all fees, expenses and other amounts (including the reasonable fees and expenses of legal counsel) due and payable to any other Person pursuant to any other agreement related to the Release Date and the transactions contemplated thereby. (i) The Administrative Agent and the Collateral Agent shall have received the results of a Lien, tax and judgment search, to the extent available therein, that is not more than two months old, in each jurisdiction in which each relevant Owner Subsidiary and Intermediate Lessee is organized, each jurisdiction in which each Related Pool Aircraft is registered, and (against any relevant Pool Aircraft) the International Registry with respect to each Relevant Release Party and the relevant Collateral, revealing no Liens on any of the assets of any Relevant Release Party, any relevant Pool Aircraft Collateral or the relevant Collateral, in each case other than Permitted Liens. (j) The representations and warranties of the Obligors contained in Article 3 of this Agreement and contained in each other Loan Document applicable to such Release Date as provided in Article 3 of this Agreement shall be true and correct on and as of the Release Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (k) Immediately after giving effect to the release of such Aggregate Requested Release Amount from the Collateral Account, no Default or Event of Default shall have occurred and be continuing. (l) The Administrative Agent shall have received evidence reasonably satisfactory to it that each of the Related Pool Aircraft is Owned by an Owner Subsidiary as of the applicable Release Date, including, without limitation, a warranty xxxx of sale (and, for any Related Pool Aircraft registered with the FAA, an FAA xxxx of sale) in respect of each Related Pool Aircraft. (m) The Administrative Agent shall have received three initial Appraisals (to the extent such Appraisals were not delivered to the Administrative Agent on or prior to the Effective Date or under Section 2.10(b)) of each Related Pool Aircraft in form and substance substantially similar to those delivered with respect to the Effective Date or otherwise reasonably satisfactory to it. (n) The Collateral Agent, for the benefit of the Secured Parties, shall have a first priority perfected security interest in the relevant Collateral (to the extent of the Express Perfection Requirements, subject to any change in law). (o) The Administrative Agent shall have received insurance certificates and broker’s letters or other evidence reasonably satisfactory to the Administrative Agent confirming that each relevant Transaction Party maintains, or has caused to be maintained, insurance as required by the Security Agreement with respect to the Related Pool Aircraft. (p) The Administrative Agent shall have received an Obligor Assumption Agreement duly executed and delivered by each Subsidiary Obligor. Promptly after the Release Date occurs, the Administrative Agent shall notify each other Lender Party and each Borrower Party thereof, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Release Date specifying its objection thereto.
Appears in 2 contracts
Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (International Lease Finance Corp)
Release Date. The obligations of the Collateral Agent to release the Aggregate Requested Release Amount from the Collateral Account pursuant to a Release Request hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Collateral Agent and the Administrative Agent shall have received a duly executed and completed Release Request.
(b) On the relevant Release Date, the Borrower shall be in compliance with the Loan-to-Value Ratio.
(c) The Collateral Agent shall have received the following documents or instruments: (i) each Subsidiary Holdco or Owner Subsidiary pledging the Equity Collateral in an Owner Subsidiary that Owns a Related Pool Aircraft for such Release Date shall have executed and delivered a Grantor Supplement or a Collateral Supplement in respect of such Equity Collateral and, if relevant, a Charge Over Shares in respect of such Equity Collateral, (ii) if applicable, each Subsidiary Holdco, Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in any Intermediate Lessee that leases a Related Pool Aircraft for such Release Date shall have executed and delivered a Grantor Supplement or a Collateral Supplement in respect of such Equity Collateral and, if relevant, a Charge Over Shares in respect of such Equity Collateral, (iii) in the case of any Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in an Owner Subsidiary or Intermediate Lessee, such Subsidiary Obligor shall have executed and delivered an Obligor Assumption Agreement to the Administrative Agent and (iv) confirmation with respect to the state of registration and the International Registry, respectively that (x) to the extent applicable in such jurisdiction (including after giving effect to the Local Requirements Exception), such Owner Subsidiary is (or is in the process of becoming in due course) registered in the jurisdiction of registration of the Related Pool Aircraft as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Pool Aircraft, as and to the extent may be customary in such jurisdiction and (y) the Required Cape Town Registrations have been or will promptly thereafter be made.
(d) The Administrative Agent shall have received a favorable written opinion (addressed to each Lender Party and dated such Release Date), in each case with respect to the applicable Relevant Collateral and Pool Aircraft Collateral, ) of each of (i) Xxxxxxxx Chance US LLP with respect to New York law, in-house counsel to the Relevant Release Parties with respect to California law and other matters matters, and (if applicable) A&L Goodbody with respect to Irish law, each counsel for the Obligors, each in substantially in similar form to the forms of Xxxxxxxx X-0X, X-0X, X-0X (as applicableopinions delivered pursuant to Section 4.01(e) hereto (unless the relevant Release Date is the Effective Date, in which case no additional opinions shall be required under this sub-clause (i)), (ii) Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, a A Professional Corporation, special counsel to the Relevant Release Parties in respect of Cape Town matters, substantially in the applicable form set forth in Exhibit E and (iii) counsel to the Relevant Release Parties in each jurisdiction of organization of such Relevant Release Party other than the United States or Ireland, if any, with respect to the laws of such jurisdiction, in form and substance reasonably satisfactory to the Administrative Agent. The Obligors request such counsel to deliver such opinions.
(e) The Collateral Agent shall have received UCC Financing Statements from the relevant Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee), naming such Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee) as debtor, naming the Collateral Agent (for the benefit of the Secured Parties) as secured party and describing the applicable Equity Collateral in respect of the relevant Owner Subsidiaries, and if applicable, the relevant Intermediary Lessees (such UCC Financing Statements to be reasonably satisfactory to the Collateral Agent).
(f) The Administrative Agent shall have received such documents and certificates relating to the organization, existence and, if applicable, good standing (in each case that is not more than six months old) of the Relevant Release Parties, the authorization of the transactions contemplated by the applicable Loan Documents relating to each of the Relevant Release Parties, the applicable Loan Documents, the applicable Collateral or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Collateral Agent and their counsel, including, Organizational Documents, Operating Documents, resolutions and incumbency certificates.
(g) The Administrative Agent shall have received a certificate, dated as of the Release Date and signed by the President, a Vice President or a Financial Officer of ILFC, confirming (x) compliance with the conditions set forth in clauses (j) and (k) of this Section 4.02 and (y) that each of the Related Pool Aircraft is (or is in the process of becoming in due course) registered in the country of registration of such Pool Aircraft in the name of the relevant Owner Subsidiary as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Related Pool Aircraft if and to the extent customary and applicable in such country (including after giving effect to the Local Requirements Exception) and, to his or her knowledge, there are no Liens of record in such country in respect of such Related Pool Aircraft (other than Permitted Liens).
(h) There shall have been paid all fees and other amounts due and payable to the Administrative Agent and the Collateral Agent in connection with the transactions contemplated under the Loan Documents on or before the relevant Release Date, including all fees, expenses and other amounts (including the reasonable fees and expenses of legal counsel) due and payable to any other Person pursuant to any other agreement related to the Release Date and the transactions contemplated thereby.
(i) The Administrative Agent and the Collateral Agent shall have received the results of a Lien, tax and judgment search, to the extent available therein, that is not more than two months old, in each jurisdiction in which each relevant Owner Subsidiary and Intermediate Lessee is organized, each jurisdiction in which each Related Pool Aircraft is registered, and (against any relevant Pool Aircraft) the International Registry with respect to each Relevant Release Party and the relevant Collateral, revealing no Liens on any of the assets of any Relevant Release Party, any relevant Pool Aircraft Collateral or the relevant Collateral, in each case other than Permitted Liens.
(j) The representations and warranties of the Obligors contained in Article 3 of this Agreement and contained in each other Loan Document applicable to such Release Date as provided in Article 3 of this Agreement shall be true and correct on and as of the Release Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.
(k) Immediately after giving effect to the release of such Aggregate Requested Release Amount from the Collateral Account, no Default or Event of Default shall have occurred and be continuing.
(l) The Administrative Agent shall have received evidence reasonably satisfactory to it that each of the Related Pool Aircraft is Owned by an Owner Subsidiary as of the applicable Release Date, including, without limitation, a warranty xxxx of sale (and, for any Related Pool Aircraft registered with the FAA, an FAA xxxx of sale) in respect of each Related Pool Aircraft.
(m) The Administrative Agent shall have received three initial Appraisals (to the extent such Appraisals were not delivered to the Administrative Agent on or prior to the Effective Date or under Section 2.10(b)) of each Related Pool Aircraft in form and substance substantially similar to those delivered with respect to the Effective Date or otherwise reasonably satisfactory to it.
(n) The Collateral Agent, for the benefit of the Secured Parties, shall have a first priority perfected security interest in the relevant Collateral (to the extent of the Express Perfection Requirements, subject to any change in law).
(o) The Administrative Agent shall have received insurance certificates and broker’s letters or other evidence reasonably satisfactory to the Administrative Agent confirming that each relevant Transaction Party maintains, or has caused to be maintained, insurance as required by the Security Agreement with respect to the Related Pool Aircraft.
(p) The Administrative Agent shall have received an Obligor Assumption Agreement duly executed and delivered by each Subsidiary Obligor. Promptly after the Release Date occurs, the Administrative Agent shall notify each other Lender Party and each Borrower Party thereof, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Release Date specifying its objection thereto.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (International Lease Finance Corp), Term Loan Credit Agreement (ILFC Holdings, Inc.)
Release Date. The obligations date upon which the lien of this Indenture shall be discharged, canceled, terminated and satisfied and the Collateral Agent Mortgaged Property shall be released to release the Aggregate Requested Company free and clear of any Lien (the "Release Amount from Date") shall be the Collateral Account pursuant date chosen by the Company and specified in a Company Order delivered to a Release Request hereunder the Trustee, which date shall not become effective until be earlier than the date on which of delivery by the Company to the Trustee of each of the following conditions is satisfied (or waived in accordance with Section 9.02):following:
(a) The Collateral Agent and Written evidence that the Administrative Agent Unsecured Debt Ratings, immediately after the Release Date, shall have received a duly executed and completed Release Request.be at least equal to the Issuance Date Secured Debt Ratings;
(b) On An Officer's Certificate stating that the relevant aggregate principal amount of Debt secured by a Lien on any Principal Property that will be outstanding immediately after the Release Date (excluding secured Debt permitted by Section 7.11(a)(i)-(vi)) will not exceed five percent (5%) of the Company's Net Tangible Assets as determined by the Company as of a month end not more than 90 days prior to the Release Date;
(c) A Company Order requesting execution and delivery by the Trustee of a supplemental indenture (which may amend and restate this Indenture) and such instruments as the Company may deem necessary or desirable to discharge, cancel, terminate or satisfy the lien of this Indenture; and
(d) An Officer's Certificate stating that to the knowledge of the signer, no Event of Default has occurred and is continuing. Upon the occurrence of the Release Date, the Borrower Trustee shall be in compliance with the Loan-to-Value Ratio.
(c) The Collateral Agent shall have received the following documents or instruments: promptly (i) each Subsidiary Holdco or Owner Subsidiary pledging authorize, execute and deliver to the Equity Collateral in an Owner Subsidiary that Owns a Related Pool Aircraft for such Release Date shall have executed order of the Company the documents and delivered a Grantor Supplement or a Collateral Supplement in respect instruments necessary to discharge, cancel, terminate and satisfy the lien of such Equity Collateral and, if relevant, a Charge Over Shares in respect of such Equity Collateralthis Indenture, (ii) if applicablerelease, each Subsidiary Holdco, Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in any Intermediate Lessee that leases a Related Pool Aircraft for such Release Date shall have executed quitclaim and delivered a Grantor Supplement or a Collateral Supplement in respect of such Equity Collateral and, if relevant, a Charge Over Shares in respect of such Equity Collateral, (iii) in the case of any Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in an Owner Subsidiary or Intermediate Lessee, such Subsidiary Obligor shall have executed and delivered an Obligor Assumption Agreement otherwise turn over to the Administrative Agent Company all Mortgaged Property (other than money and (iv) confirmation with respect Eligible Obligations held by the Trustee pursuant to the state of registration and the International Registry, respectively that (x) to the extent applicable in such jurisdiction (including after giving effect to the Local Requirements ExceptionSection 9.03), such Owner Subsidiary is (or is in the process of becoming in due course) registered in the jurisdiction of registration of the Related Pool Aircraft as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Pool Aircraft, as and to the extent may be customary in such jurisdiction and (y) the Required Cape Town Registrations have been or will promptly thereafter be made.
(d) The Administrative Agent shall have received a favorable written opinion (addressed to each Lender Party and dated such Release Date), in each case with respect to the applicable Relevant Collateral and Pool Aircraft Collateral, of each of (i) Xxxxxxxx Chance US LLP with respect to New York law, in-house counsel to the Relevant Release Parties with respect to California law and other matters and (if applicable) A&L Goodbody with respect to Irish law, each counsel for the Obligors, substantially in the forms of Xxxxxxxx X-0X, X-0X, X-0X (as applicable) hereto (unless the relevant Release Date is the Effective Date, in which case no additional opinions shall be required under this sub-clause (i)), (ii) Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, a Professional Corporation, special counsel to the Relevant Release Parties in respect of Cape Town matters, substantially in the applicable form set forth in Exhibit E and (iii) counsel execute and deliver to the Relevant Release Parties in each jurisdiction of organization of Company such Relevant Release Party deeds, termination statements and other than the United States or Ireland, if any, with respect to the laws of such jurisdictiondocuments and instruments as, in form and substance reasonably satisfactory to the Administrative Agent. The Obligors request such counsel to deliver such opinions.
(e) The Collateral Agent shall have received UCC Financing Statements from the relevant Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee), naming such Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee) as debtor, naming the Collateral Agent (for the benefit judgment of the Secured Parties) as secured party Company, shall be necessary, desirable or appropriate to effect or evidence such release, quitclaim and describing turnover. Upon the applicable Equity Collateral in respect of the relevant Owner Subsidiaries, and if applicable, the relevant Intermediary Lessees (such UCC Financing Statements to be reasonably satisfactory to the Collateral Agent).
(f) The Administrative Agent shall have received such documents and certificates relating to the organization, existence and, if applicable, good standing (in each case that is not more than six months old) of the Relevant Release Parties, the authorization of the transactions contemplated by the applicable Loan Documents relating to each of the Relevant Release Parties, the applicable Loan Documents, the applicable Collateral or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Collateral Agent and their counsel, including, Organizational Documents, Operating Documents, resolutions and incumbency certificates.
(g) The Administrative Agent shall have received a certificate, dated as occurrence of the Release Date and signed notwithstanding any other provision of this Indenture or the Bonds, all Bonds, automatically and without any further action by the PresidentCompany, a Vice President the Trustee, or a Financial Officer any Holder, shall no longer be secured by any collateral and shall constitute unsecured obligations of ILFCthe Company, confirming (x) compliance all references in this Indenture to the lien of the Indenture or the Mortgaged Property shall be of no further force or effect, and the provisions of this Indenture and the Bonds shall be construed consistently with the conditions set forth in clauses (j) and (k) of this Section 4.02 and (y) that each status of the Related Pool Aircraft is (or is in the process of becoming in due course) registered in the country of registration of such Pool Aircraft in the name Bonds as unsecured obligations of the relevant Owner Subsidiary Company. The Company shall, as promptly as practicable after the owner and lessor (or, if there is an Intermediate Lessee in respect occurrence of such Pool Aircraft, the Intermediate Lessee as lessor) of such Related Pool Aircraft if and to the extent customary and applicable in such country (including after giving effect to the Local Requirements Exception) and, to his or her knowledge, there are no Liens of record in such country in respect of such Related Pool Aircraft (other than Permitted Liens).
(h) There shall have been paid all fees and other amounts due and payable to the Administrative Agent and the Collateral Agent in connection with the transactions contemplated under the Loan Documents on or before the relevant Release Date, including give notice to all fees, expenses and other amounts (including Holders of the reasonable fees and expenses occurrence of legal counsel) due and payable to any other Person pursuant to any other agreement related to the Release Date in the same manner as a notice of redemption and disseminate a press release through a public medium as is customary for such a press release announcing that the transactions contemplated thereby.
(i) The Administrative Agent and the Collateral Agent shall have received the results of a Lien, tax and judgment search, to the extent available therein, that is not more than two months old, in each jurisdiction in which each relevant Owner Subsidiary and Intermediate Lessee is organized, each jurisdiction in which each Related Pool Aircraft is registered, and (against any relevant Pool Aircraft) the International Registry with respect to each Relevant Release Party and the relevant Collateral, revealing no Liens on any lien of the assets of any Relevant Release Party, any relevant Pool Aircraft Collateral or the relevant Collateral, in each case other than Permitted Liens.
(j) The representations and warranties of the Obligors contained in Article 3 of this Agreement and contained in each other Loan Document applicable to such Release Date as provided in Article 3 of this Agreement shall be true and correct on and Indenture has been released as of the Release Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.
(k) Immediately after giving effect to the release of such Aggregate Requested Release Amount from the Collateral Account, no Default or Event of Default shall have occurred and be continuing.
(l) The Administrative Agent shall have received evidence reasonably satisfactory to it that each of the Related Pool Aircraft is Owned by an Owner Subsidiary as of the applicable Release Date, including, without limitation, a warranty xxxx of sale (and, for any Related Pool Aircraft registered with the FAA, an FAA xxxx of sale) in respect of each Related Pool Aircraft.
(m) The Administrative Agent shall have received three initial Appraisals (to the extent such Appraisals were not delivered to the Administrative Agent on or prior to the Effective Date or under Section 2.10(b)) of each Related Pool Aircraft in form and substance substantially similar to those delivered with respect to the Effective Date or otherwise reasonably satisfactory to it.
(n) The Collateral Agent, for the benefit of the Secured Parties, shall have a first priority perfected security interest in the relevant Collateral (to the extent of the Express Perfection Requirements, subject to any change in law).
(o) The Administrative Agent shall have received insurance certificates and broker’s letters or other evidence reasonably satisfactory to the Administrative Agent confirming that each relevant Transaction Party maintains, or has caused to be maintained, insurance as required by the Security Agreement with respect to the Related Pool Aircraft.
(p) The Administrative Agent shall have received an Obligor Assumption Agreement duly executed and delivered by each Subsidiary Obligor. Promptly after the Release Date occurs, the Administrative Agent shall notify each other Lender Party and each Borrower Party thereof, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Release Date specifying its objection thereto.
Appears in 2 contracts
Samples: Security Agreement and Mortgage (Pacific Gas & Electric Co), Indenture of Mortgage (Pg&e Corp)
Release Date. The obligations of the Collateral Agent to release the Aggregate Requested Release Amount from the Collateral LTV Securities Account pursuant to a Release Request hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.029.05):
(a) The Collateral Administrative Agent and the Collateral Agent shall have received a duly completed, executed and delivered Release Request.
(b) The Administrative Agent shall have received a duly completed, executed and completed delivered Borrower Party Request and Assumption Agreement from each Relevant Release RequestParty that is not then a Borrower Party.
(bc) On The Administrative Agent shall have received an accession instrument (in form and substance satisfactory to the relevant Administrative Agent) to the Intercreditor Agreement executed and delivered by each Relevant Release Date, Party that provided any Intercompany Loan to the Borrower and is not then a party to the Intercreditor Agreement.
(d) The Borrower shall be in compliance with the Loan-to-Value RatioRatio and the Administrative Agent shall have received a duly completed, executed and delivered LTV Certificate certifying that (i) the aggregate Appraised Value of all Pool Aircraft immediately after giving effect to the release is sufficient to cause the Loan-to-Value Ratio to be less than or equal to 67.5%, and (ii) the Loan-to-Value Ratio (calculated for these purposes using only (x) the Undelivered Pool Aircraft to which the Release relates, in place of all Pool Aircraft and (y) the Aggregate Requested Release Amount, in place of the principal amount of the Loans) is less than or equal to 62.6%.
(e) The Administrative Agent and the Collateral Agent shall have received from each party thereto executed counterparts of any relevant local law mortgages or other security agreement required in order for the Borrower Parties to deliver the certificate required by clause (c) of the definition of “Express Perfection Requirements”.
(f) The Administrative Agent shall have received a duly completed, executed and delivered Officer’s Certificate of FLL as to the matters described in clause (c) of the definition of “Express Perfection Requirements” to the extent of the actions required thereunder.
(g) The Collateral Agent shall have received the following documents or instruments: (i) each Subsidiary Holdco or Owner Subsidiary pledging the Equity Collateral in an Owner relevant Lessor Subsidiary that Owns a Related holds legal title to each Undelivered Pool Aircraft for such (or is a conditional buyer under a title reservation agreement (within the meaning of the Cape Town Convention)) described in the relevant Release Date Request and any applicable Intermediate Lessee shall have executed and delivered a Grantor Supplement or Collateral Supplement, as the case may be, (ii) the relevant Person or Persons pledging the Equity Collateral related to each relevant Lessor Subsidiary shall have executed and delivered a Grantor Supplement or Collateral Supplement Supplement, as the case may be, in respect of such Equity Collateral and, if relevantsuch Lessor Subsidiary is organized in Ireland, Bermuda, Australia, Luxembourg, the Cayman Islands or any Other Relevant Jurisdiction, an Irish Charge Over Shares, a Bermuda Share Charge, an Australian Share Charge, a Luxembourg Share Pledge, a Cayman Islands Share Charge Over Shares or a charge, pledge or equivalent security agreement in such Other Relevant Jurisdiction as applicable, in respect of such Equity Collateral, and (iiiii) if applicable, each Subsidiary Holdco, Owner Subsidiary or Intermediate Lessee the relevant Person pledging the Equity Collateral in any related to each relevant Intermediate Lessee that leases a Related Pool Aircraft for such Release Date shall have executed and delivered a Grantor Supplement or a Collateral Supplement Supplement, as the case may be, in respect of such Equity Collateral and, if relevantany such Intermediate Lessee is organized in Ireland, Bermuda, Australia, Luxembourg, the Cayman Islands or any Other Relevant Jurisdiction, an Irish Charge Over Shares, a Bermuda Share Charge, an Australian Share Charge, a Luxembourg Share Pledge, a Cayman Islands Share Charge Over Shares or a charge, pledge or equivalent security agreement in such Other Relevant Jurisdiction as applicable, in respect of such Equity Collateral, (iii) in the case of any Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in an Owner Subsidiary or Intermediate Lessee, such Subsidiary Obligor shall have executed and delivered an Obligor Assumption Agreement to the Administrative Agent and (iv) confirmation with respect to the state of registration and the International Registry, respectively that (x) to the extent applicable in such jurisdiction (including after giving effect to the Local Requirements Exception), such Owner Subsidiary is (or is in the process of becoming in due course) registered in the jurisdiction of registration of the Related Pool Aircraft as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Pool Aircraft, as and to the extent may be customary in such jurisdiction and (y) the Required Cape Town Registrations have been or will promptly thereafter be made.
(dh) The Administrative Agent shall have received a favorable written opinion legal opinions (addressed to each Lender Party and dated such Release Date), except those opinions described in each case with respect to the applicable Relevant Collateral and Pool Aircraft Collateral, of each of (iSection 4.03) Xxxxxxxx Chance US LLP with respect to New York law, in-house counsel to the Relevant Release Parties with respect to California law and other matters and (if applicable) A&L Goodbody with respect to Irish law, each counsel for the Obligors, substantially in the forms of Xxxxxxxx X-0X, X-0X, X-0X (as applicable) hereto (unless the relevant Release Date is the Effective Date, in which case no additional opinions shall be required under this sub-clause (i)), (ii) Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, a Professional Corporation, from special counsel to the Relevant Release Parties in respect of Cape Town mattersthe jurisdiction where the relevant Pool Aircraft is registered, substantially in confirming (subject to customary exceptions and with usual assumptions) that (a) the relevant local law mortgage or other security document (if any) is enforceable against the applicable form set forth in Exhibit E and (iii) counsel to the Relevant Release Parties in each jurisdiction of organization of such Relevant Release Party other than the United States or Ireland, if any, with respect to the laws and creates in favor of such jurisdiction, in form and substance reasonably satisfactory to the Administrative Agent. The Obligors request such counsel to deliver such opinions.
(e) The Collateral Agent shall have received UCC Financing Statements from the relevant Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee), naming such Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee) as debtor, naming the Collateral Agent a valid and duly perfected security interest in the Pool Aircraft, the related Leases and any related Intermediate Leases, subject to no prior Liens of record (for the benefit of the Secured Parties) as secured party and describing the applicable Equity Collateral except such opinion need not be rendered in respect of the relevant Owner Subsidiaries, and if applicable, the relevant Intermediary Lessees (such UCC Financing Statements to be reasonably satisfactory to the Collateral Agent).
(f) The Administrative Agent shall have received such documents and certificates relating to the organization, existence and, if applicable, good standing (in each case that is not more than six months old) of the Relevant Release Parties, the authorization of the transactions contemplated by the applicable Loan Documents relating to each of the Relevant Release Parties, the applicable Loan Documents, the applicable Collateral or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Collateral Agent and their counsel, including, Organizational Documents, Operating Documents, resolutions and incumbency certificates.
(g) The Administrative Agent shall have received a certificate, dated as of the Release Date and signed by the President, a Vice President or a Financial Officer of ILFC, confirming (x) compliance with the conditions set forth in clauses (j) and (k) of this Section 4.02 and (y) that each of the Related any Pool Aircraft is (or is in where the process of becoming in due course) registered in the country of registration mortgaging of such Pool Aircraft in the name is not required under subclause (c) of the definition of “Express Perfection Requirements”), (b) the relevant Owner Subsidiary as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Related Pool Aircraft if and to the extent customary and applicable is properly registered in such country jurisdiction and (including after giving effect to the Local Requirements Exceptionc) and, to his or her knowledge, there are no Liens of record with respect to the relevant Pool Aircraft; provided that for any Pool Aircraft where an opinion covering subclause (a) is not required, the receipt of a local lien search or the equivalent from local counsel in the applicable jurisdiction by the Administrative Agent which evidences subclauses (b) and (c) with respect to the relevant Pool Aircraft shall be sufficient for this Section; provided further that, where applicable, the Borrower shall exercise commercially reasonable efforts to deliver to the Administrative Agent such country a local lien search in respect of such Related the applicable Pool Aircraft (other than Permitted Liens)Aircraft, as promptly as practicable and in advance of the applicable Release Date.
(hi) There The Borrower shall have been paid all fees and other amounts due and payable to the Administrative Agent and the Collateral Agent in connection with the transactions contemplated under the Loan Documents on or before the relevant Release Date, including all fees, expenses and other amounts (including the reasonable fees and expenses of legal counsel) due and payable to any other Person pursuant to any other agreement related to the Release Date and the transactions contemplated thereby.
(i) The Administrative Agent and the Collateral Agent shall have received the results of a Lien, tax and judgment search, to the extent available therein, that is not more than two months old, in each jurisdiction in which each relevant Owner Subsidiary and Intermediate Lessee is organized, each jurisdiction in which each Related Pool Aircraft is registered, and (against any relevant Pool Aircraft) the International Registry with respect to each Relevant Release Party and the relevant Collateral, revealing no Liens on any of the assets of any Relevant Release Party, any relevant Pool Aircraft Collateral or the relevant Collateral, in each case other than Permitted Liens.
(j) The representations and warranties of the Obligors Borrower Parties contained in Article 3 of this Agreement and contained in each other Loan Document applicable to such Release Date as provided in Article 3 of this Agreement shall be true and correct on and as of the relevant Release Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and an Officer’s Certificate of FLL shall so certify on and as of the relevant Release Date to the Administrative Agent.
(k) Immediately prior to and immediately after giving effect to the release of such the Aggregate Requested Release Amount from the Collateral AccountAmount, no Default or Event of Default shall have occurred and be continuing.
(l) The Administrative Agent , and an Officer’s Certificate of FLL shall have received evidence reasonably satisfactory to it that each of the Related Pool Aircraft is Owned by an Owner Subsidiary so certify on and as of the applicable relevant Release Date, including, without limitation, a warranty xxxx of sale (and, for any Related Pool Aircraft registered with the FAA, an FAA xxxx of sale) in respect of each Related Pool Aircraft.
(m) The Administrative Agent shall have received three initial Appraisals (to the extent such Appraisals were not delivered Date to the Administrative Agent on or prior to the Effective Date or under Section 2.10(b)) of each Related Pool Aircraft in form and substance substantially similar to those delivered with respect to the Effective Date or otherwise reasonably satisfactory to it.
(n) The Collateral Agent, for the benefit of the Secured Parties, shall have a first priority perfected security interest in the relevant Collateral (to the extent of the Express Perfection Requirements, subject to any change in law).
(o) The Administrative Agent shall have received insurance certificates and broker’s letters or other evidence reasonably satisfactory to the Administrative Agent confirming that each relevant Transaction Party maintains, or has caused to be maintained, insurance as required by the Security Agreement with respect to the Related Pool Aircraft.
(p) The Administrative Agent shall have received an Obligor Assumption Agreement duly executed and delivered by each Subsidiary Obligor. Promptly after the Release Date occurs, the Administrative Agent shall notify each other Lender Party and each Borrower Party thereof, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Release Effective Date specifying its objection thereto.
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Release Date. The obligations of the Collateral Agent to release the Aggregate Requested Release Amount from the Collateral Account pursuant to a Release Request hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Collateral Agent and the Administrative Agent shall have received a duly executed and completed Release Request.
(b) On the relevant Release Date, the Borrower shall be in compliance with the Loan-to-Value Ratio.
(c) The Collateral Agent shall have received the following documents or instruments: (i) each the relevant Subsidiary Holdco or Owner Subsidiary pledging the Equity Collateral in an Owner the relevant Lessor Subsidiary that Owns a Related Pool Aircraft for such Release Date shall have executed and delivered a Grantor Supplement or a Collateral Supplement in respect of such Equity Collateral and, if relevantsuch Lessor Subsidiary is organized in Ireland, a an Additional Charge Over Shares in respect of such Equity Collateral, (ii) if applicable, each the relevant Subsidiary Holdco, Owner Subsidiary or Intermediate Lessee Holdco pledging the Equity Collateral in any the relevant Intermediate Lessee that leases a Related Pool Aircraft for such Release Date shall have executed and delivered a Grantor Supplement or a Collateral Supplement in respect of such Equity Collateral and, if relevantsuch Intermediate Lessee is organized in Ireland, a an Additional Charge Over Shares in respect of such Equity Collateral, Collateral and (iii) in the case of any Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in an Owner Subsidiary or Intermediate Lessee, such Subsidiary Obligor shall have executed and delivered an Obligor Assumption Agreement to the Administrative Agent and (iv) documentary confirmation with respect to from the state of registration and the International Registry, respectively that (x) to the extent applicable in such jurisdiction (including after giving effect to the Local Requirements Exception)jurisdiction, such Owner Lessor Subsidiary is (or is in the process of becoming in due course) registered in the jurisdiction of registration of the Related Pool Aircraft identified in the applicable Release Request as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Pool Aircraft, as and to the extent may be customary in such jurisdiction jurisdiction, and (y) the Required Cape Town Registrations have been or will promptly thereafter be made.
(d) The Administrative Agent shall have received a favorable written opinion (addressed to each Lender Party and dated such Release Date), in each case with respect to the applicable Relevant Collateral and Pool Aircraft Collateral, ) of each of (i) Xxxxxxxx Chance US LLP with respect to New York law, in-house counsel to the Relevant Release Parties with respect to California law and other matters matters, and (if applicable) A&L Goodbody with respect to Irish law, each counsel for the Obligors, substantially in the forms form of Xxxxxxxx X-0XExhibit E-1A, X-0X, X-0X E-1B and E-1C (as applicable) hereto (unless as to such matters as the relevant Release Date is the Effective Date, in which case no additional opinions shall be required under this sub-clause (i)), Collateral Agent may reasonably request and (ii) Daugherty, Fowler, Peregrin, Xxxxxx Peregrin & Xxxxxx, a A Professional Corporation, special counsel to the Relevant Release Parties in respect of Cape Town matters, substantially in the applicable form set forth in of Exhibit E and (iii) counsel to the Relevant Release Parties in each jurisdiction of organization of such Relevant Release Party other than the United States or Ireland, if any, with respect to the laws of such jurisdiction, in form and substance reasonably satisfactory to the Administrative AgentE-2. The Obligors request such counsel to deliver such opinions.
(e) The Collateral Agent shall have received UCC Financing Statements from the relevant Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee)Holdco, naming such Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee) as debtor, naming the Collateral Agent (for the benefit of the Secured Parties) as secured party and describing the applicable Equity Collateral in respect of the relevant Owner SubsidiariesLessor Subsidiary, and if applicable, the relevant Intermediary Lessees Lessee (such UCC Financing Statements to be reasonably satisfactory to the Collateral Agent).
(f) The Administrative Agent shall have received such documents and certificates relating to the organization, existence and, if applicable, good standing (in each case that is not more than six months old) of the Relevant Release Parties, the authorization of the transactions contemplated by the applicable Loan Documents and any other legal matters relating to each of the Relevant Release Parties, the applicable Loan Documents, the applicable Collateral or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Collateral Agent and their counsel, including, Organizational Documents, Operating Documents, resolutions and incumbency certificates.
(g) The Administrative Agent shall have received a certificate, dated as of the Release Date and signed by the President, a Vice President or a Financial Officer of ILFC, confirming (x) compliance with the conditions set forth in clauses (j) and (k) of this Section 4.02 and (y) that each of the Related relevant Pool Aircraft is (or is in the process of becoming in due course) registered in the country of registration of such Pool Aircraft in the name of the relevant Owner Lessor Subsidiary as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Related Pool Aircraft if and to the extent customary and applicable in such country (including after giving effect to the Local Requirements Exception) and, to his or her knowledge, and there are no Liens of record in such country in respect of such Related Pool Aircraft (other than Permitted Liens).
(h) There The Borrower shall have been paid all fees and other amounts due and payable to the Administrative Agent and the Collateral Agent in connection with the transactions contemplated under the Loan Documents on or before the relevant Release Date, including all fees, expenses and other amounts (including the reasonable fees and expenses of legal counsel) due and payable to any other Person pursuant to any other agreement related to the Release Date and the transactions contemplated thereby.
(i) The Administrative Agent and the Collateral Agent shall have received the results of a recent Lien, tax and judgment searchsearch in each relevant jurisdiction, to the extent available therein, that is not more than two months old, in including without limitation each jurisdiction in which each relevant Owner Lessor Subsidiary and or Intermediate Lessee is organized, each jurisdiction in which each Related relevant Pool Aircraft identified in the relevant Release Request is registered, and (against any relevant Pool Aircraft) the International Registry with respect to each Relevant Release Party and the relevant Collateral, revealing no Liens on any of the assets of any Relevant Release Party, any relevant Pool Aircraft Collateral or the relevant Collateral, in each case Collateral other than Permitted Liens.
(j) The representations and warranties of the Obligors contained in Article 3 of this Agreement and contained in each other Loan Document applicable to such Release Date as provided in Article 3 of this Agreement shall be true and correct on and as of the Release Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.
(k) Immediately after giving effect to the release of such the Aggregate Requested Release Amount from the Collateral Account, no Default or Event of Default shall have occurred and be continuing.
(l) The Administrative Agent shall have received evidence reasonably satisfactory to it that each of the Related relevant Pool Aircraft is Owned by an Owner a Lessor Subsidiary as of the applicable Release Date, including, without limitation, a warranty xxxx of sale (and, for any Related Pool Aircraft registered with the FAA, an a FAA xxxx of sale) in respect of each Related relevant Pool Aircraft.
(m) The Administrative Agent shall have received three initial Appraisals (to the extent such Appraisals were not delivered to the Administrative Agent on or prior to the Effective Date or under Section 2.10(b)Date) of each Related relevant Pool Aircraft in form and substance substantially similar to those delivered with respect to the Effective Date or otherwise reasonably satisfactory to it.
(n) The Collateral Agent, for the benefit of the Secured Parties, shall have a first priority perfected security interest in the relevant Collateral (to the extent of the Express Perfection Requirements, subject to any change in law).
(o) The Administrative Agent shall have received insurance certificates and broker’s letters or other evidence reasonably satisfactory to the Administrative Agent confirming that each relevant Transaction Party maintains, or has caused to be maintained, insurance as required by the Security Agreement with respect to the Related Pool Aircraft.
(p) The Administrative Agent shall have received an Obligor Assumption Agreement duly executed and delivered by each Subsidiary ObligorAircraft identified in the relevant Release Request. Promptly after the Release Date occurs, the Administrative Agent shall notify each other Lender Party and each Borrower Party thereof, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Release Date specifying its objection thereto.
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Samples: Term Loan Credit Agreement (International Lease Finance Corp)
Release Date. The obligations Chadxxxxxx xxxll use its reasonable efforts to have the Pledge Shares released from the Pledge as soon as possible. Chadxxxxxx xxx deliver good and marketable title to other shares of Texfi Common Stock, free and clear of all Liens, in place of the Collateral Agent Pledged Shares on a one for one basis at any time and from time to release time, subject to compliance with all laws, rules and regulations applicable to Chadxxxxxx, xxd such shares shall be deemed to replace the Aggregate Requested Release Amount from Pledged Shares to the Collateral Account pursuant to a Release Request hereunder shall not become effective until extent of such shares, with the date on Purchaser's releasing any such Pledged Shares for which each the Purchaser has accepted substituted shares. Simultaneously with the elimination of the following conditions is satisfied (or waived Pledge and in accordance with Section 9.02):
(a) The Collateral Agent and any event no later than the Administrative Agent Release Date, Chadxxxxxx xxxll deliver the stock certificates representing the Pledged Shares to the Purchaser and, at such time, shall transfer the Pledged Shares to the Purchaser so that the Purchaser shall have received a duly executed good and completed Release Requestmarketable title to the Pledged Shares, free and clear of all Liens.
(b) On Chadxxxxxx xxxs hereby agree that the relevant Release Date, the Borrower Purchaser shall be in compliance entitled to all dividends and other distributions on the Pledged Shares and to the voting rights of the Pledged Shares from the Closing until good and marketable title to the Pledged Shares, free and clear of all Liens, are delivered to the Purchaser as provided above. Any and all dividends and other distributions related to the Pledged Shares shall be promptly delivered to the Purchaser, free and clear of all Liens, and Chadxxxxxx, xx this Agreement, does hereby direct Texfi to make all such dividends and distributions with respect to the Loan-Pledged Shares directly to the Purchaser. In the event the Pledged Shares are converted into other stock, securities or property (including, but not limited to-Value Ratio, cash) pursuant to any action or transaction and such stock, securities or property remain subject to the Pledge, such stock, securities or property shall be deemed to be Pledged Shares hereunder.
(c) The Collateral Agent shall have received Chadxxxxxx xxxll deliver an irrevocable proxy in substantially the following documents or instruments: (i) each Subsidiary Holdco or Owner Subsidiary pledging the Equity Collateral in an Owner Subsidiary that Owns a Related Pool Aircraft for such Release Date shall have executed and delivered a Grantor Supplement or a Collateral Supplement in respect form of such Equity Collateral and, if relevant, a Charge Over Shares in respect of such Equity Collateral, (ii) if applicable, each Subsidiary Holdco, Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in any Intermediate Lessee that leases a Related Pool Aircraft for such Release Date shall have executed and delivered a Grantor Supplement or a Collateral Supplement in respect of such Equity Collateral and, if relevant, a Charge Over Shares in respect of such Equity Collateral, (iii) in the case of any Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in an Owner Subsidiary or Intermediate Lessee, such Subsidiary Obligor shall have executed and delivered an Obligor Assumption Agreement EXHIBIT A hereto to the Administrative Agent and (iv) confirmation with respect to Purchaser at the state of registration and the International Registry, respectively that (x) to the extent applicable in such jurisdiction (including after giving effect to the Local Requirements Exception), such Owner Subsidiary is (or is in the process of becoming in due course) registered in the jurisdiction of registration of the Related Pool Aircraft as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Pool Aircraft, as and to the extent may be customary in such jurisdiction and (y) the Required Cape Town Registrations have been or will promptly thereafter be madeClosing.
(d) The Administrative Agent shall have received a favorable written opinion (addressed to each Lender Party and dated such Release Date)If for any reason, in each case with respect to the applicable Relevant Collateral and Pool Aircraft Collateralat any time, of each of (i) Xxxxxxxx Chance US LLP with respect the Purchaser shall not be fully entitled both to New York law, in-house counsel to all distributions on the Relevant Release Parties with respect to California law Pledged Shares and other matters and (if applicable) A&L Goodbody with respect to Irish law, each counsel for the Obligors, substantially in vote of the forms of Xxxxxxxx X-0X, X-0X, X-0X (as applicable) hereto (unless the relevant Release Date is the Effective Date, in which case no additional opinions shall be required under this sub-clause (i)), Pledged Shares or (ii) DaughertyChadxxxxxx xxxuld not be the sole owner and holder of the Pledged Shares, Fowler, Peregrin, Xxxxxx & Xxxxxx, a Professional Corporation, special counsel subject only to the Relevant Release Parties in respect of Cape Town mattersPledge, substantially in the applicable form set forth in Exhibit E and or (iii) counsel to Chadxxxxxx xxxll not be the Relevant Release Parties in each jurisdiction registered owner of organization the Pledged Shares on the books and records of such Relevant Release Party other than the United States Texfi or Irelandits transfer agent, if any, with respect to the laws of such jurisdiction, in form and substance reasonably satisfactory to the Administrative Agent. The Obligors request such counsel or (iv) Chadxxxxxx xxxll fail to deliver such opinions.
(e) The Collateral Agent shall have received UCC Financing Statements from the relevant Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee), naming such Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee) as debtor, naming the Collateral Agent (for the benefit of the Secured Parties) as secured party and describing the applicable Equity Collateral in respect of the relevant Owner Subsidiaries, and if applicable, the relevant Intermediary Lessees (such UCC Financing Statements to be reasonably satisfactory to the Collateral Agent).
(f) The Administrative Agent shall have received such documents and certificates relating to the organization, existence and, if applicable, good standing (in each case that is not more than six months old) of the Relevant Release Parties, the authorization of the transactions contemplated by the applicable Loan Documents relating to each of the Relevant Release Parties, the applicable Loan Documents, the applicable Collateral or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Collateral Agent and their counsel, including, Organizational Documents, Operating Documents, resolutions and incumbency certificates.
(g) The Administrative Agent shall have received a certificate, dated as of the Release Date and signed by the President, a Vice President or a Financial Officer of ILFC, confirming (x) compliance with the conditions set forth in clauses (j) and (k) of this Section 4.02 and (y) that each of the Related Pool Aircraft is (or is in the process of becoming in due course) registered in the country of registration of such Pool Aircraft in the name of the relevant Owner Subsidiary as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Related Pool Aircraft if and to the extent customary and applicable in such country (including after giving effect to the Local Requirements Exception) and, to his or her knowledge, there are no Liens of record in such country in respect of such Related Pool Aircraft (other than Permitted Liens).
(h) There shall have been paid all fees and other amounts due and payable to the Administrative Agent and the Collateral Agent in connection with the transactions contemplated under the Loan Documents on or before the relevant Release Date, including all fees, expenses and other amounts (including the reasonable fees and expenses of legal counsel) due and payable to any other Person pursuant to any other agreement related to the Release Date and the transactions contemplated thereby.
(i) The Administrative Agent and the Collateral Agent shall have received the results of a Lien, tax and judgment search, to the extent available therein, that is not more than two months old, in each jurisdiction in which each relevant Owner Subsidiary and Intermediate Lessee is organized, each jurisdiction in which each Related Pool Aircraft is registered, and (against any relevant Pool Aircraft) the International Registry with respect to each Relevant Release Party and the relevant Collateral, revealing no Liens on any of the assets of any Relevant Release Party, any relevant Pool Aircraft Collateral or the relevant Collateral, in each case other than Permitted Liens.
(j) The representations and warranties of the Obligors contained in Article 3 of this Agreement and contained in each other Loan Document applicable to such Release Date Pledged Shares as provided in Article 3 of this Agreement shall be true and correct on and as of the Release Dateabove, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.
(k) Immediately after giving effect to the release of such Aggregate Requested Release Amount from the Collateral Account, no Default or Event of Default shall have occurred and be continuing.
(l) The Administrative Agent shall have received evidence reasonably satisfactory to it that each of the Related Pool Aircraft is Owned by an Owner Subsidiary as of the applicable Release Date, including, without limitation, a warranty xxxx of sale (and, for any Related Pool Aircraft registered with the FAA, an FAA xxxx of sale) in respect of each Related Pool Aircraft.
(m) The Administrative Agent shall have received three initial Appraisals (to the extent such Appraisals were not delivered to the Administrative Agent on or prior to the Effective Date or under Section 2.10(b)) of each Related Pool Aircraft in form and substance substantially similar to those delivered with respect to the Effective Date or otherwise reasonably satisfactory to it.
(n) The Collateral Agent, for the benefit of the Secured Parties, shall have a first priority perfected security interest in the relevant Collateral (to the extent of the Express Perfection Requirements, subject to any change in law).
(o) The Administrative Agent shall have received insurance certificates and broker’s letters or other evidence reasonably satisfactory to the Administrative Agent confirming that each relevant Transaction Party maintains, or has caused to be maintained, insurance as required by the Security Agreement with respect to the Related Pool Aircraft.
(p) The Administrative Agent shall have received an Obligor Assumption Agreement duly executed and delivered by each Subsidiary Obligor. Promptly after the Release Date occurs, the Administrative Agent shall notify each other Lender Party and each Borrower Party thereof, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall Chadxxxxxx xxxll immediately be deemed to have consented todefaulted hereunder, approved or accepted or shall be obligated to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior deliver good and marketable title to the proposed Release Date specifying its objection theretoPledged Shares, free and clear of all Liens, to the Purchaser and shall be subject to all remedies at law or at equity that may be available to the Purchaser for Chadxxxxxx'x xxxach of this Agreement.
Appears in 1 contract
Release Date. The obligations of the Collateral Agent to release the Aggregate Requested Release Amount from the Collateral Account pursuant to a Release Request hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Collateral Agent and the Administrative Agent shall have received a duly executed and completed Release Request.
(b) On the relevant Release Date, the Borrower shall be in compliance with the Loan-Loan- to-Value Ratio.
(c) The Collateral Agent shall have received the following documents or instruments: :
(i) each Subsidiary Holdco or Owner Subsidiary pledging the Equity Collateral in an Owner Subsidiary that Owns a Related Pool Aircraft for such Release Date shall have executed and delivered a Grantor Supplement or a Collateral Supplement in respect of such Equity Collateral and, if relevant, a Charge Over Shares in respect of such Equity Collateral, (ii) if applicable, each Subsidiary Holdco, Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in any Intermediate Lessee that leases a Related Pool Aircraft for such Release Date shall have executed and delivered a Grantor Supplement or a Collateral Supplement in respect of such Equity Collateral and, if relevant, a Charge Over Shares in respect of such Equity Collateral, (iii) in the case of any Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in an Owner Subsidiary or Intermediate Lessee, such Subsidiary Obligor shall have executed and delivered an Obligor Assumption Agreement to the Administrative Agent and (iv) confirmation with respect to the state of registration and the International Registry, respectively that (x) to the extent applicable in such jurisdiction (including after giving effect to the Local Requirements Exception), such Owner Subsidiary is (or is in the process of becoming in due course) registered in the jurisdiction of registration of the Related Pool Aircraft as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Pool Aircraft, as and to the extent may be customary in such jurisdiction and (y) the Required Cape Town Registrations have been or will promptly thereafter be made.
(d) The Administrative Agent shall have received a favorable written opinion (addressed to each Lender Party and dated such Release Date), in each case with respect to the applicable Relevant Collateral and Pool Aircraft Collateral, of each of (i) Xxxxxxxx Chance Xxxxxx US LLP with respect to New York law, in-house counsel to the Relevant Release Parties with respect to California law and other matters and (if applicable) A&L Goodbody with respect to Irish law, each counsel for the Obligors, substantially in the forms of Xxxxxxxx X-0XExhibits D-2A, X-0XD-2B, X-0X D- 2C (as applicable) hereto (unless the relevant Release Date is the Effective Date, in which case no additional opinions shall be required under this sub-clause (i)), (ii) DaughertyXxxxxxxxx, Fowler, Peregrin, Xxxxxx & Xxxxxx, a Professional Corporation, special counsel to the Relevant Release Parties in respect of Cape Town matters, substantially in the applicable form set forth in Exhibit E and (iii) counsel to the Relevant Release Parties in each jurisdiction of organization of such Relevant Release Party other than the United States or Ireland, if any, with respect to the laws of such jurisdiction, in form and substance reasonably satisfactory to the Administrative Agent. The Obligors request such counsel to deliver such opinions.
(e) The Collateral Agent shall have received UCC Financing Statements from the relevant Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee), naming such Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee) as debtor, naming the Collateral Agent (for the benefit of the Secured Parties) as secured party and describing the applicable Equity Collateral in respect of the relevant Owner Subsidiaries, and if applicable, the relevant Intermediary Lessees (such UCC Financing Statements to be reasonably satisfactory to the Collateral Agent).
(f) The Administrative Agent shall have received such documents and certificates relating to the organization, existence and, if applicable, good standing (in each case that is not more than six months old) of the Relevant Release Parties, the authorization of the transactions contemplated by the applicable Loan Documents relating to each of the Relevant Release Parties, the applicable Loan Documents, the applicable Collateral or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Collateral Agent and their counsel, including, Organizational Documents, Operating Documents, resolutions and incumbency certificates.
(g) The Administrative Agent shall have received a certificate, dated as of the Release Date and signed by the President, a Vice President or a Financial Officer of ILFC, confirming (x) compliance with the conditions set forth in clauses (j) and (k) of this Section 4.02 and (y) that each of the Related Pool Aircraft is (or is in the process of becoming in due course) registered in the country of registration of such Pool Aircraft in the name of the relevant Owner Subsidiary as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Related Pool Aircraft if and to the extent customary and applicable in such country (including after giving effect to the Local Requirements Exception) and, to his or her knowledge, there are no Liens of record in such country in respect of such Related Pool Aircraft (other than Permitted Liens).
(h) There shall have been paid all fees and other amounts due and payable to the Administrative Agent and the Collateral Agent in connection with the transactions contemplated under the Loan Documents on or before the relevant Release Date, including all fees, expenses and other amounts (including the reasonable fees and expenses of legal counsel) due and payable to any other Person pursuant to any other agreement related to the Release Date and the transactions contemplated thereby.
(i) The Administrative Agent and the Collateral Agent shall have received the results of a Lien, tax and judgment search, to the extent available therein, that is not more than two months old, in each jurisdiction in which each relevant Owner Subsidiary and Intermediate Lessee is organized, each jurisdiction in which each Related Pool Aircraft is registered, and (against any relevant Pool Aircraft) the International Registry with respect to each Relevant Release Party and the relevant Collateral, revealing no Liens on any of the assets of any Relevant Release Party, any relevant Pool Aircraft Collateral or the relevant Collateral, in each case other than Permitted Liens.
(j) The representations and warranties of the Obligors contained in Article 3 of this Agreement and contained in each other Loan Document applicable to such Release Date as provided in Article 3 of this Agreement shall be true and correct on and as of the Release Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.
(k) Immediately after giving effect to the release of such Aggregate Requested Release Amount from the Collateral Account, no Default or Event of Default shall have occurred and be continuing.
(l) The Administrative Agent shall have received evidence reasonably satisfactory to it that each of the Related Pool Aircraft is Owned by an Owner Subsidiary as of the applicable Release Date, including, without limitation, a warranty xxxx of sale (and, for any Related Pool Aircraft registered with the FAA, an FAA xxxx of sale) in respect of each Related Pool Aircraft.
(m) The Administrative Agent shall have received three initial Appraisals (to the extent such Appraisals were not delivered to the Administrative Agent on or prior to the Effective Date or under Section 2.10(b)) of each Related Pool Aircraft in form and substance substantially similar to those delivered with respect to the Effective Date or otherwise reasonably satisfactory to it.
(n) The Collateral Agent, for the benefit of the Secured Parties, shall have a first priority perfected security interest in the relevant Collateral (to the extent of the Express Perfection Requirements, subject to any change in law).
(o) The Administrative Agent shall have received insurance certificates and broker’s letters or other evidence reasonably satisfactory to the Administrative Agent confirming that each relevant Transaction Party maintains, or has caused to be maintained, insurance as required by the Security Agreement with respect to the Related Pool Aircraft.
(p) The Administrative Agent shall have received an Obligor Assumption Agreement duly executed and delivered by each Subsidiary Obligor. Promptly after the Release Date occurs, the Administrative Agent shall notify each other Lender Party and each Borrower Party thereof, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Release Date specifying its objection thereto.confirming
Appears in 1 contract
Samples: Term Loan Credit Agreement
Release Date. The obligations of the Collateral Agent to release the Aggregate Requested Release Amount from the Collateral LTV Securities Account pursuant to a Release Request hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.029.05):
(a) The Collateral Administrative Agent and the Collateral Agent shall have received a duly completed, executed and delivered Release Request.
(b) The Administrative Agent shall have received a duly completed, executed and completed delivered Borrower Party Request and Assumption Agreement from each Relevant Release RequestParty that is not then a Borrower Party.
(bc) On The Administrative Agent shall have received an accession instrument (in form and substance satisfactory to the relevant Administrative Agent) to the Intercreditor Agreement executed and delivered by each Relevant Release Date, Party that provided any Intercompany Loan to the Borrower and is not then a party to the Intercreditor Agreement.
(d) The Borrower shall be in compliance with the Loan-to-Value RatioRatio and the Administrative Agent shall have received a duly completed, executed and delivered LTV Certificate certifying that (i) the aggregate Appraised Value of all Pool Aircraft immediately after giving effect to the release is sufficient to cause the Loan-to-Value Ratio to be less than or equal to 70.0%, and (ii) the Loan-to-Value Ratio (calculated for these purposes using only (x) the Undelivered Pool Aircraft to which the Release relates, in place of all Pool Aircraft and (y) the relevant UPA Loan Amounts, in place of the principal amount of the Loans) is less than or equal to 66.3%.
(ce) The Collateral Agent shall have received the following documents or instruments: (i) each Subsidiary Holdco or Owner Subsidiary pledging the Equity Collateral in an Owner relevant Lessor Subsidiary that Owns a Related holds legal title to each Undelivered Pool Aircraft for such (or is a conditional buyer under a title reservation agreement (within the meaning of the Cape Town Convention)) described in the relevant Release Date Request and any applicable Intermediate Lessee shall have executed and delivered a Grantor Supplement or Collateral Supplement, as the case may be, (ii) the relevant Person or Persons pledging the Equity Collateral related to each relevant Lessor Subsidiary shall have executed and delivered a Grantor Supplement or Collateral Supplement Supplement, as the case may be, in respect of such Equity Collateral and, if relevantsuch Lessor Subsidiary is organized or incorporated in Ireland, the Cayman Islands or any Other Relevant Jurisdiction, an Irish Charge Over Shares, a Cayman Islands Share Charge Over Shares or a charge, pledge or equivalent security agreement in such Other Relevant Jurisdiction as applicable, in respect of such Equity Collateral, and (iiiii) if applicable, each Subsidiary Holdco, Owner Subsidiary or Intermediate Lessee the relevant Person pledging the Equity Collateral in any related to each relevant Intermediate Lessee that leases a Related Pool Aircraft for such Release Date shall have executed and delivered a Grantor Supplement or a Collateral Supplement Supplement, as the case may be, in respect of such Equity Collateral and, if relevantany such Intermediate Lessee is organized or incorporated in Ireland, the Cayman Islands or any Other Relevant Jurisdiction, an Irish Charge Over Shares, a Cayman Islands Share Charge Over Shares or a charge, pledge or equivalent security agreement in such Other Relevant Jurisdiction as applicable, in respect of such Equity Collateral, (iii) in the case of any Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in an Owner Subsidiary or Intermediate Lessee, such Subsidiary Obligor shall have executed and delivered an Obligor Assumption Agreement to the Administrative Agent and (iv) confirmation with respect to the state of registration and the International Registry, respectively that (x) to the extent applicable in such jurisdiction (including after giving effect to the Local Requirements Exception), such Owner Subsidiary is (or is in the process of becoming in due course) registered in the jurisdiction of registration of the Related Pool Aircraft as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Pool Aircraft, as and to the extent may be customary in such jurisdiction and (y) the Required Cape Town Registrations have been or will promptly thereafter be made.
(d) The Administrative Agent shall have received a favorable written opinion (addressed to each Lender Party and dated such Release Date), in each case with respect to the applicable Relevant Collateral and Pool Aircraft Collateral, of each of (i) Xxxxxxxx Chance US LLP with respect to New York law, in-house counsel to the Relevant Release Parties with respect to California law and other matters and (if applicable) A&L Goodbody with respect to Irish law, each counsel for the Obligors, substantially in the forms of Xxxxxxxx X-0X, X-0X, X-0X (as applicable) hereto (unless the relevant Release Date is the Effective Date, in which case no additional opinions shall be required under this sub-clause (i)), (ii) Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, a Professional Corporation, special counsel to the Relevant Release Parties in respect of Cape Town matters, substantially in the applicable form set forth in Exhibit E and (iii) counsel to the Relevant Release Parties in each jurisdiction of organization of such Relevant Release Party other than the United States or Ireland, if any, with respect to the laws of such jurisdiction, in form and substance reasonably satisfactory to the Administrative Agent. The Obligors request such counsel to deliver such opinions.
(e) The Collateral Agent shall have received UCC Financing Statements from the relevant Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee), naming such Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee) as debtor, naming the Collateral Agent (for the benefit of the Secured Parties) as secured party and describing the applicable Equity Collateral in respect of the relevant Owner Subsidiaries, and if applicable, the relevant Intermediary Lessees (such UCC Financing Statements to be reasonably satisfactory to the Collateral Agent).
(f) The Administrative Agent shall have received such documents and certificates relating legal opinions from special counsel to the organization, existence and, if applicable, good standing (in each case that is not more than six months old) of the Relevant Release PartiesParties in the jurisdiction where the relevant Pool Aircraft is registered, confirming (subject to customary exceptions and with usual assumptions) that (a) the authorization relevant Pool Aircraft is properly registered in such jurisdiction and (b) there are no Liens of the transactions contemplated by the applicable Loan Documents relating to each of the Relevant Release Parties, the applicable Loan Documents, the applicable Collateral or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory record with respect to the Collateral Agent and their counsel, including, Organizational Documents, Operating Documents, resolutions and incumbency certificatesrelevant Pool Aircraft.
(g) The Administrative Agent Borrower shall have received a certificate, dated as of the Release Date and signed by the President, a Vice President or a Financial Officer of ILFC, confirming (x) compliance with the conditions set forth in clauses (j) and (k) of this Section 4.02 and (y) that each of the Related Pool Aircraft is (or is in the process of becoming in due course) registered in the country of registration of such Pool Aircraft in the name of the relevant Owner Subsidiary as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Related Pool Aircraft if and to the extent customary and applicable in such country (including after giving effect to the Local Requirements Exception) and, to his or her knowledge, there are no Liens of record in such country in respect of such Related Pool Aircraft (other than Permitted Liens).
(h) There shall have been paid all fees and other amounts due and payable to the Administrative Agent and the Collateral Agent in connection with the transactions contemplated under the Loan Documents on or before the relevant Release Date, including all fees, expenses and other amounts (including the reasonable fees and expenses of legal counsel) due and payable to any other Person pursuant to any other agreement related to the Release Date and the transactions contemplated thereby.
(i) The Administrative Agent and the Collateral Agent shall have received the results of a Lien, tax and judgment search, to the extent available therein, that is not more than two months old, in each jurisdiction in which each relevant Owner Subsidiary and Intermediate Lessee is organized, each jurisdiction in which each Related Pool Aircraft is registered, and (against any relevant Pool Aircraft) the International Registry with respect to each Relevant Release Party and the relevant Collateral, revealing no Liens on any of the assets of any Relevant Release Party, any relevant Pool Aircraft Collateral or the relevant Collateral, in each case other than Permitted Liens.
(jh) The representations and warranties of the Obligors Borrower Parties contained in Article 3 III of this Agreement and contained in each other Loan Document applicable to such Release Date as provided in Article 3 of this Agreement shall be true and correct on and as of the relevant Release Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and an Officer's Certificate of FLL shall so certify on and as of the relevant Release Date to the Administrative Agent.
(ki) Immediately prior to and immediately after giving effect to the release of such the Aggregate Requested Release Amount from the Collateral AccountAmount, no Default or Event of Default shall have occurred and be continuing, and an Officer's Certificate of FLL shall so certify on and as of the relevant Release Date to the Administrative Agent.
(lj) The Administrative Agent shall have received evidence reasonably satisfactory to it that of each Grantor's compliance with Section 2.17 of the Related Pool Aircraft Mortgage that is Owned by an Owner Subsidiary as of the applicable Release Date, including, without limitation, a warranty xxxx of sale (and, for any Related Pool Aircraft registered with the FAA, an FAA xxxx of sale) in respect of each Related Pool Aircraft.
(m) The Administrative Agent shall have received three initial Appraisals (to the extent such Appraisals were not delivered reasonably acceptable to the Administrative Agent on or prior to the Effective Date or under Section 2.10(b)) of each Related Pool Aircraft in form and substance substantially similar to those delivered with respect to the Effective Date or otherwise reasonably satisfactory to it.
(n) The Collateral Agent, for the benefit of the Secured Parties, shall have a first priority perfected security interest in the relevant Collateral (to the extent of the Express Perfection Requirements, subject to any change in law).
(o) The Administrative Agent shall have received insurance certificates and broker’s letters or other evidence reasonably satisfactory to the Administrative Agent confirming that each relevant Transaction Party maintains, or has caused to be maintained, insurance as required by the Security Agreement with respect to the Related Pool Aircraft.
(p) The Administrative Agent shall have received an Obligor Assumption Agreement duly executed and delivered by each Subsidiary Obligor. Promptly after the Release Date occurs, the Administrative Agent shall notify each other Lender Party and each Borrower Party thereof, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Release Effective Date specifying its objection thereto.
Appears in 1 contract
Release Date. The obligations date upon which the lien of this Indenture shall be discharged, canceled, terminated and satisfied and the Collateral Agent Mortgaged Property shall be released to release the Aggregate Requested Company free and clear of any Lien (the “Release Amount from Date”) shall be the Collateral Account pursuant date chosen by the Company and specified in a Company Order delivered to a Release Request hereunder the Trustee, which date shall not become effective until be earlier than the date on which of delivery by the Company to the Trustee of each of the following conditions is satisfied (or waived in accordance with Section 9.02):following:
(a) The Collateral Agent and Written evidence that the Administrative Agent Unsecured Debt Ratings, immediately after the Release Date, shall have received a duly executed and completed Release Request.be at least equal to the Issuance Date Secured Debt Ratings;
(b) On An Officer’s Certificate stating that the relevant aggregate principal amount of Debt secured by a Lien on any Principal Property that will be outstanding immediately after the Release Date (excluding secured Debt permitted by Section 7.11(a)(i)-(vi)) will not exceed five percent (5%) of the Company’s Net Tangible Assets as determined by the Company as of a month end not more than 90 days prior to the Release Date;
(c) A Company Order requesting execution and delivery by the Trustee of a supplemental indenture (which may amend and restate this Indenture) and such instruments as the Company may deem necessary or desirable to discharge, cancel, terminate or satisfy the lien of this Indenture; and
(d) An Officer’s Certificate stating that to the knowledge of the signer, no Event of Default has occurred and is continuing. Upon the occurrence of the Release Date, the Borrower Trustee shall be in compliance with the Loan-to-Value Ratio.
(c) The Collateral Agent shall have received the following documents or instruments: promptly (i) each Subsidiary Holdco or Owner Subsidiary pledging authorize, execute and deliver to the Equity Collateral in an Owner Subsidiary that Owns a Related Pool Aircraft for such Release Date shall have executed order of the Company the documents and delivered a Grantor Supplement or a Collateral Supplement in respect instruments necessary to discharge, cancel, terminate and satisfy the lien of such Equity Collateral and, if relevant, a Charge Over Shares in respect of such Equity Collateralthis Indenture, (ii) if applicablerelease, each Subsidiary Holdco, Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in any Intermediate Lessee that leases a Related Pool Aircraft for such Release Date shall have executed quitclaim and delivered a Grantor Supplement or a Collateral Supplement in respect of such Equity Collateral and, if relevant, a Charge Over Shares in respect of such Equity Collateral, (iii) in the case of any Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in an Owner Subsidiary or Intermediate Lessee, such Subsidiary Obligor shall have executed and delivered an Obligor Assumption Agreement otherwise turn over to the Administrative Agent Company all Mortgaged Property (other than money and (iv) confirmation with respect Eligible Obligations held by the Trustee pursuant to the state of registration and the International Registry, respectively that (x) to the extent applicable in such jurisdiction (including after giving effect to the Local Requirements ExceptionSection 9.03), such Owner Subsidiary is (or is in the process of becoming in due course) registered in the jurisdiction of registration of the Related Pool Aircraft as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Pool Aircraft, as and to the extent may be customary in such jurisdiction and (y) the Required Cape Town Registrations have been or will promptly thereafter be made.
(d) The Administrative Agent shall have received a favorable written opinion (addressed to each Lender Party and dated such Release Date), in each case with respect to the applicable Relevant Collateral and Pool Aircraft Collateral, of each of (i) Xxxxxxxx Chance US LLP with respect to New York law, in-house counsel to the Relevant Release Parties with respect to California law and other matters and (if applicable) A&L Goodbody with respect to Irish law, each counsel for the Obligors, substantially in the forms of Xxxxxxxx X-0X, X-0X, X-0X (as applicable) hereto (unless the relevant Release Date is the Effective Date, in which case no additional opinions shall be required under this sub-clause (i)), (ii) Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, a Professional Corporation, special counsel to the Relevant Release Parties in respect of Cape Town matters, substantially in the applicable form set forth in Exhibit E and (iii) counsel execute and deliver to the Relevant Release Parties in each jurisdiction of organization of Company such Relevant Release Party deeds, termination statements and other than the United States or Ireland, if any, with respect to the laws of such jurisdiction, documents and instruments (in form and substance reasonably satisfactory to the Administrative Agent. The Obligors request such counsel to deliver such opinions.
(eTrustee) The Collateral Agent shall have received UCC Financing Statements from as, in the relevant Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee), naming such Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee) as debtor, naming the Collateral Agent (for the benefit judgment of the Secured Parties) as secured party Company, shall be necessary, desirable or appropriate to effect or evidence such release, quitclaim and describing turnover. Upon the applicable Equity Collateral in respect of the relevant Owner Subsidiaries, and if applicable, the relevant Intermediary Lessees (such UCC Financing Statements to be reasonably satisfactory to the Collateral Agent).
(f) The Administrative Agent shall have received such documents and certificates relating to the organization, existence and, if applicable, good standing (in each case that is not more than six months old) of the Relevant Release Parties, the authorization of the transactions contemplated by the applicable Loan Documents relating to each of the Relevant Release Parties, the applicable Loan Documents, the applicable Collateral or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Collateral Agent and their counsel, including, Organizational Documents, Operating Documents, resolutions and incumbency certificates.
(g) The Administrative Agent shall have received a certificate, dated as occurrence of the Release Date and signed notwithstanding any other provision of this Indenture or the Bonds, all Bonds, automatically and without any further action by the PresidentCompany, a Vice President the Trustee, or a Financial Officer any Holder, shall no longer be secured by any collateral and shall constitute unsecured obligations of ILFCthe Company, confirming (x) compliance all references in this Indenture to the lien of the Indenture or the Mortgaged Property shall be of no further force or effect, and the provisions of this Indenture and the Bonds shall be construed consistently with the conditions set forth in clauses (j) and (k) of this Section 4.02 and (y) that each status of the Related Pool Aircraft is (or is in the process of becoming in due course) registered in the country of registration of such Pool Aircraft in the name Bonds as unsecured obligations of the relevant Owner Subsidiary Company. The Company shall, as promptly as practicable after the owner and lessor (or, if there is an Intermediate Lessee in respect occurrence of such Pool Aircraft, the Intermediate Lessee as lessor) of such Related Pool Aircraft if and to the extent customary and applicable in such country (including after giving effect to the Local Requirements Exception) and, to his or her knowledge, there are no Liens of record in such country in respect of such Related Pool Aircraft (other than Permitted Liens).
(h) There shall have been paid all fees and other amounts due and payable to the Administrative Agent and the Collateral Agent in connection with the transactions contemplated under the Loan Documents on or before the relevant Release Date, including give notice to all fees, expenses and other amounts (including Holders of the reasonable fees and expenses occurrence of legal counsel) due and payable to any other Person pursuant to any other agreement related to the Release Date in the same manner as a notice of redemption and disseminate a press release through a public medium as is customary for such a press release announcing that the transactions contemplated thereby.
(i) The Administrative Agent and the Collateral Agent shall have received the results of a Lien, tax and judgment search, to the extent available therein, that is not more than two months old, in each jurisdiction in which each relevant Owner Subsidiary and Intermediate Lessee is organized, each jurisdiction in which each Related Pool Aircraft is registered, and (against any relevant Pool Aircraft) the International Registry with respect to each Relevant Release Party and the relevant Collateral, revealing no Liens on any lien of the assets of any Relevant Release Party, any relevant Pool Aircraft Collateral or the relevant Collateral, in each case other than Permitted Liens.
(j) The representations and warranties of the Obligors contained in Article 3 of this Agreement and contained in each other Loan Document applicable to such Release Date as provided in Article 3 of this Agreement shall be true and correct on and Indenture has been released as of the Release Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.
(k) Immediately after giving effect to the release of such Aggregate Requested Release Amount from the Collateral Account, no Default or Event of Default shall have occurred and be continuing.
(l) The Administrative Agent shall have received evidence reasonably satisfactory to it that each of the Related Pool Aircraft is Owned by an Owner Subsidiary as of the applicable Release Date, including, without limitation, a warranty xxxx of sale (and, for any Related Pool Aircraft registered with the FAA, an FAA xxxx of sale) in respect of each Related Pool Aircraft.
(m) The Administrative Agent shall have received three initial Appraisals (to the extent such Appraisals were not delivered to the Administrative Agent on or prior to the Effective Date or under Section 2.10(b)) of each Related Pool Aircraft in form and substance substantially similar to those delivered with respect to the Effective Date or otherwise reasonably satisfactory to it.
(n) The Collateral Agent, for the benefit of the Secured Parties, shall have a first priority perfected security interest in the relevant Collateral (to the extent of the Express Perfection Requirements, subject to any change in law).
(o) The Administrative Agent shall have received insurance certificates and broker’s letters or other evidence reasonably satisfactory to the Administrative Agent confirming that each relevant Transaction Party maintains, or has caused to be maintained, insurance as required by the Security Agreement with respect to the Related Pool Aircraft.
(p) The Administrative Agent shall have received an Obligor Assumption Agreement duly executed and delivered by each Subsidiary Obligor. Promptly after the Release Date occurs, the Administrative Agent shall notify each other Lender Party and each Borrower Party thereof, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Release Date specifying its objection thereto.
Appears in 1 contract
Samples: Indenture of Mortgage (PG&E Corp)
Release Date. The obligations of the Collateral Agent to release the Aggregate Requested Release Amount from the Collateral Account pursuant to a Release Request hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Collateral Agent and the Administrative Agent shall have received a duly executed and completed Release Request.
(b) On the relevant Release Date, the Borrower shall be in compliance with the Loan-to-Value Ratio.
(c) The Collateral Agent shall have received the following documents or instruments: (i) each Subsidiary Holdco or Owner Subsidiary pledging the Equity Collateral in an Owner Subsidiary that Owns a Related Pool Aircraft for such Release Date shall have executed and delivered a Grantor Supplement or a Collateral Supplement in respect of such Equity Collateral and, if relevant, a Charge Over Shares in respect of such Equity Collateral, (ii) if applicable, each Subsidiary Holdco, Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in any Intermediate Lessee that leases a Related Pool Aircraft for such Release Date shall have executed and delivered a Grantor Supplement or a Collateral Supplement in respect of such Equity Collateral and, if relevant, a Charge Over Shares in respect of such Equity Collateral, (iii) in the case of any Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in an Owner Subsidiary or Intermediate Lessee, such Subsidiary Obligor shall have executed and delivered an Obligor Assumption Agreement to the Administrative Agent and (iv) confirmation with respect to the state of registration and the International Registry, respectively that (x) to the extent applicable in such jurisdiction (including after giving effect to the Local Requirements Exception), such Owner Subsidiary is (or is in the process of becoming in due course) registered in the jurisdiction of registration of the Related Pool Aircraft as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Pool Aircraft, as and to the extent may be customary in such jurisdiction and (y) the Required Cape Town Registrations have been or will promptly thereafter be made.
(d) The Administrative Agent shall have received a favorable written opinion (addressed to each Lender Party and dated such Release Date), in each case with respect to the applicable Relevant Collateral and Pool Aircraft Collateral, ) of each of (i) Xxxxxxxx Chance US LLP with respect to New York law, in-house counsel to the Relevant Release Parties with respect to California law and other matters matters, and (if applicable) A&L Goodbody with respect to Irish law, each counsel for the Obligors, each in substantially in similar form to the forms of Xxxxxxxx X-0X, X-0X, X-0X (as applicableopinions delivered pursuant to Section 4.01(e) hereto (unless the relevant Release Date is the Effective Date, in which case no additional opinions shall be required under this sub-clause (i)), (ii) Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, a Professional Corporation, special counsel to the Relevant Release Parties in respect of Cape Town matters, substantially in the applicable form set forth in Exhibit E and (iii) counsel to the Relevant Release Parties in each jurisdiction of organization of such Relevant Release Party other than the United States or Ireland, if any, with respect to the laws of such jurisdiction, in form and substance reasonably satisfactory to the Administrative Agent. The Obligors request such counsel to deliver such opinions.
(e) The Collateral Agent shall have received UCC Financing Statements from the relevant Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee), naming such Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee) as debtor, naming the Collateral Agent (for the benefit of the Secured Parties) as secured party and describing the applicable Equity Collateral in respect of the relevant Owner Subsidiaries, and if applicable, the relevant Intermediary Lessees (such UCC Financing Statements to be reasonably satisfactory to the Collateral Agent).
(f) The Administrative Agent shall have received such documents and certificates relating to the organization, existence and, if applicable, good standing (in each case that is not more than six months old) of the Relevant Release Parties, the authorization of the transactions contemplated by the applicable Loan Documents relating to each of the Relevant Release Parties, the applicable Loan Documents, the applicable Collateral or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Collateral Agent and their counsel, including, Organizational Documents, Operating Documents, resolutions and incumbency certificates.
(g) The Administrative Agent shall have received a certificate, dated as of the Release Date and signed by the President, a Vice President or a Financial Officer of ILFC, confirming (x) compliance with the conditions set forth in clauses (j) and (k) of this Section 4.02 and (y) that each of the Related Pool Aircraft is (or is in the process of becoming in due course) registered in the country of registration of such Pool Aircraft in the name of the relevant Owner Subsidiary as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Related Pool Aircraft if and to the extent customary and applicable in such country (including after giving effect to the Local Requirements Exception) and, to his or her knowledge, there are no Liens of record in such country in respect of such Related Pool Aircraft (other than Permitted Liens).
(h) There shall have been paid all fees and other amounts due and payable to the Administrative Agent and the Collateral Agent in connection with the transactions contemplated under the Loan Documents on or before the relevant Release Date, including all fees, expenses and other amounts (including the reasonable fees and expenses of legal counsel) due and payable to any other Person pursuant to any other agreement related to the Release Date and the transactions contemplated thereby.
(i) The Administrative Agent and the Collateral Agent shall have received the results of a Lien, tax and judgment search, to the extent available therein, that is not more than two months old, in each jurisdiction in which each relevant Owner Subsidiary and Intermediate Lessee is organized, each jurisdiction in which each Related Pool Aircraft is registered, and (against any relevant Pool Aircraft) the International Registry with respect to each Relevant Release Party and the relevant Collateral, revealing no Liens on any of the assets of any Relevant Release Party, any relevant Pool Aircraft Collateral or the relevant Collateral, in each case other than Permitted Liens.
(j) The representations and warranties of the Obligors contained in Article 3 of this Agreement and contained in each other Loan Document applicable to such Release Date as provided in Article 3 of this Agreement shall be true and correct on and as of the Release Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.
(k) Immediately after giving effect to the release of such Aggregate Requested Release Amount from the Collateral Account, no Default or Event of Default shall have occurred and be continuing.
(l) The Administrative Agent shall have received evidence reasonably satisfactory to it that each of the Related Pool Aircraft is Owned by an Owner Subsidiary as of the applicable Release Date, including, without limitation, a warranty xxxx of sale (and, for any Related Pool Aircraft registered with the FAA, an FAA xxxx of sale) in respect of each Related Pool Aircraft.
(m) The Administrative Agent shall have received three initial Appraisals (to the extent such Appraisals were not delivered to the Administrative Agent on or prior to the Effective Date or under Section 2.10(b)) of each Related Pool Aircraft in form and substance substantially similar to those delivered with respect to the Effective Date or otherwise reasonably satisfactory to it.
(n) The Collateral Agent, for the benefit of the Secured Parties, shall have a first priority perfected security interest in the relevant Collateral (to the extent of the Express Perfection Requirements, subject to any change in law).
(o) The Administrative Agent shall have received insurance certificates and broker’s letters or other evidence reasonably satisfactory to the Administrative Agent confirming that each relevant Transaction Party maintains, or has caused to be maintained, insurance as required by the Security Agreement with respect to the Related Pool Aircraft.
(p) The Administrative Agent shall have received an Obligor Assumption Agreement duly executed and delivered by each Subsidiary Obligor. Promptly after the Release Date occurs, the Administrative Agent shall notify each other Lender Party and each Borrower Party thereof, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Release Date specifying its objection thereto.
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Samples: Term Loan Credit Agreement (International Lease Finance Corp)
Release Date. The obligations of the Collateral Agent to release the Aggregate Requested Release Amount from the Collateral LTV Securities Account pursuant to a Release Request hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.029.05):
(a) The Collateral Administrative Agent and the Collateral Agent shall have received a duly completed, executed and delivered Release Request.
(b) The Administrative Agent shall have received a duly completed, executed and completed delivered Borrower Party Request and Assumption Agreement from each Relevant Release RequestParty that is not then a Borrower Party.
(bc) On The Administrative Agent shall have received an accession instrument (in form and substance satisfactory to the relevant Administrative Agent) to the Intercreditor Agreement executed and delivered by each Relevant Release Date, Party that provided any Intercompany Loan to the Borrower and is not then a party to the Intercreditor Agreement.
(d) The Borrower shall be in compliance with the Loan-to-Value RatioRatio and the Administrative Agent shall have received a duly completed, executed and delivered LTV Certificate certifying that (i) the aggregate Appraised Value of all Pool Aircraft immediately after giving effect to the release is sufficient to cause the Loan-to-Value Ratio to be less than or equal to 70.0%, and (ii) the Loan-to-Value Ratio (calculated for these purposes using only (x) the Additional Undelivered Pool Aircraft to which the Release relates, in place of all Pool Aircraft and (y) the Aggregate Requested Release Amount, in place of the principal amount of the Loans) is less than or equal to 67.0%.
(e) The Administrative Agent and the Collateral Agent shall have received from each party thereto executed counterparts of any relevant local law mortgages or other security agreement required in order for the Borrower Parties to deliver the certificate required by clause (c) of the definition of “Express Perfection Requirements”.
(f) The Administrative Agent shall have received a duly completed, executed and delivered Officer’s Certificate of FLL as to the matters described in clause (c) of the definition of “Express Perfection Requirements” to the extent of the actions required thereunder.
(g) The Collateral Agent shall have received the following documents or instruments: (i) each Subsidiary Holdco or Owner Subsidiary pledging the Equity Collateral in an Owner relevant Lessor Subsidiary that Owns a Related holds legal title to each Additional Undelivered Pool Aircraft for such (or is a conditional buyer under a title reservation agreement (within the meaning of the Cape Town Convention)) described in the relevant Release Date Request and any applicable Intermediate Lessee shall have executed and delivered a Grantor Supplement or Collateral Supplement, as the case may be, (ii) the relevant Person or Persons pledging the Equity Collateral related to each relevant Lessor Subsidiary shall have executed and delivered a Grantor Supplement or Collateral Supplement Supplement, as the case may be, in respect of such Equity Collateral and, if relevantsuch Lessor Subsidiary is organized in Ireland, Bermuda, Australia, Luxembourg, the Cayman Islands or any Other Relevant Jurisdiction, an Irish Charge Over Shares, a Bermuda Share Charge, an Australian Share Charge, a Luxembourg Share Pledge, a Cayman Islands Share Charge Over Shares or a charge, pledge or equivalent security agreement in such Other Relevant Jurisdiction as applicable, in respect of such Equity Collateral, and (iiiii) if applicable, each Subsidiary Holdco, Owner Subsidiary or Intermediate Lessee the relevant Person pledging the Equity Collateral in any related to each relevant Intermediate Lessee that leases a Related Pool Aircraft for such Release Date shall have executed and delivered a Grantor Supplement or a Collateral Supplement Supplement, as the case may be, in respect of such Equity Collateral and, if relevantany such Intermediate Lessee is organized in Ireland, Bermuda, Australia, Luxembourg, the Cayman Islands or any Other Relevant Jurisdiction, an Irish Charge Over Shares, a Bermuda Share Charge, an Australian Share Charge, a Luxembourg Share Pledge, a Cayman Islands Share Charge Over Shares or a charge, pledge or equivalent security agreement in such Other Relevant Jurisdiction as applicable, in respect of such Equity Collateral, (iii) in the case of any Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in an Owner Subsidiary or Intermediate Lessee, such Subsidiary Obligor shall have executed and delivered an Obligor Assumption Agreement to the Administrative Agent and (iv) confirmation with respect to the state of registration and the International Registry, respectively that (x) to the extent applicable in such jurisdiction (including after giving effect to the Local Requirements Exception), such Owner Subsidiary is (or is in the process of becoming in due course) registered in the jurisdiction of registration of the Related Pool Aircraft as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Pool Aircraft, as and to the extent may be customary in such jurisdiction and (y) the Required Cape Town Registrations have been or will promptly thereafter be made.
(dh) The Administrative Agent shall have received a favorable written opinion legal opinions (addressed to each Lender Party and dated such Release Date), except those opinions described in each case with respect to the applicable Relevant Collateral and Pool Aircraft Collateral, of each of (iSection 4.03) Xxxxxxxx Chance US LLP with respect to New York law, in-house counsel to the Relevant Release Parties with respect to California law and other matters and (if applicable) A&L Goodbody with respect to Irish law, each counsel for the Obligors, substantially in the forms of Xxxxxxxx X-0X, X-0X, X-0X (as applicable) hereto (unless the relevant Release Date is the Effective Date, in which case no additional opinions shall be required under this sub-clause (i)), (ii) Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, a Professional Corporation, from special counsel to the Relevant Release Parties in respect of Cape Town mattersthe jurisdiction where the relevant Pool Aircraft is registered, substantially in confirming (subject to customary exceptions and with usual assumptions) that (a) the relevant local law mortgage or other security document (if any) is enforceable against the applicable form set forth in Exhibit E and (iii) counsel to the Relevant Release Parties in each jurisdiction of organization of such Relevant Release Party other than the United States or Ireland, if any, with respect to the laws and creates in favor of such jurisdiction, in form and substance reasonably satisfactory to the Administrative Agent. The Obligors request such counsel to deliver such opinions.
(e) The Collateral Agent shall have received UCC Financing Statements from the relevant Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee), naming such Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee) as debtor, naming the Collateral Agent a valid and duly perfected security interest in the Pool Aircraft, the related Leases and any related Intermediate Leases, subject to no prior Liens of record (for the benefit of the Secured Parties) as secured party and describing the applicable Equity Collateral except such opinion need not be rendered in respect of the relevant Owner Subsidiaries, and if applicable, the relevant Intermediary Lessees (such UCC Financing Statements to be reasonably satisfactory to the Collateral Agent).
(f) The Administrative Agent shall have received such documents and certificates relating to the organization, existence and, if applicable, good standing (in each case that is not more than six months old) of the Relevant Release Parties, the authorization of the transactions contemplated by the applicable Loan Documents relating to each of the Relevant Release Parties, the applicable Loan Documents, the applicable Collateral or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Collateral Agent and their counsel, including, Organizational Documents, Operating Documents, resolutions and incumbency certificates.
(g) The Administrative Agent shall have received a certificate, dated as of the Release Date and signed by the President, a Vice President or a Financial Officer of ILFC, confirming (x) compliance with the conditions set forth in clauses (j) and (k) of this Section 4.02 and (y) that each of the Related any Pool Aircraft is (or is in where the process of becoming in due course) registered in the country of registration mortgaging of such Pool Aircraft in the name is not required under subclause (c) of the definition of “Express Perfection Requirements”), (b) the relevant Owner Subsidiary as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Related Pool Aircraft if and to the extent customary and applicable is properly registered in such country jurisdiction and (including after giving effect to the Local Requirements Exceptionc) and, to his or her knowledge, there are no Liens of record with respect to the relevant Pool Aircraft; provided that for any Pool Aircraft where an opinion covering subclause (a) is not required, the receipt of a local lien search or the equivalent from local counsel in the applicable jurisdiction by the Administrative Agent which evidences subclauses (b) and (c) with respect to the relevant Pool Aircraft shall be sufficient for this Section; provided further that, where applicable, the Borrower shall exercise commercially reasonable efforts to deliver to the Administrative Agent such country a local lien search in respect of such Related the applicable Pool Aircraft (other than Permitted Liens)Aircraft, as promptly as practicable and in advance of the applicable Release Date.
(hi) There The Borrower shall have been paid all fees and other amounts due and payable to the Administrative Agent and the Collateral Agent in connection with the transactions contemplated under the Loan Documents on or before the relevant Release Date, including all fees, expenses and other amounts (including the reasonable fees and expenses of legal counsel) due and payable to any other Person pursuant to any other agreement related to the Release Date and the transactions contemplated thereby.
(i) The Administrative Agent and the Collateral Agent shall have received the results of a Lien, tax and judgment search, to the extent available therein, that is not more than two months old, in each jurisdiction in which each relevant Owner Subsidiary and Intermediate Lessee is organized, each jurisdiction in which each Related Pool Aircraft is registered, and (against any relevant Pool Aircraft) the International Registry with respect to each Relevant Release Party and the relevant Collateral, revealing no Liens on any of the assets of any Relevant Release Party, any relevant Pool Aircraft Collateral or the relevant Collateral, in each case other than Permitted Liens.
(j) The representations and warranties of the Obligors Borrower Parties contained in Article 3 of this Agreement and contained in each other Loan Document applicable to such Release Date as provided in Article 3 of this Agreement shall be true and correct on and as of the relevant Release Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and an Officer’s Certificate of FLL shall so certify on and as of the relevant Release Date to the Administrative Agent.
(k) Immediately prior to and immediately after giving effect to the release of such the Aggregate Requested Release Amount from the Collateral AccountAmount, no Default or Event of Default shall have occurred and be continuing.
(l) The Administrative Agent , and an Officer’s Certificate of FLL shall have received evidence reasonably satisfactory to it that each of the Related Pool Aircraft is Owned by an Owner Subsidiary so certify on and as of the applicable relevant Release Date, including, without limitation, a warranty xxxx of sale (and, for any Related Pool Aircraft registered with the FAA, an FAA xxxx of sale) in respect of each Related Pool Aircraft.
(m) The Administrative Agent shall have received three initial Appraisals (to the extent such Appraisals were not delivered Date to the Administrative Agent on or prior to the Effective Date or under Section 2.10(b)) of each Related Pool Aircraft in form and substance substantially similar to those delivered with respect to the Effective Date or otherwise reasonably satisfactory to it.
(n) The Collateral Agent, for the benefit of the Secured Parties, shall have a first priority perfected security interest in the relevant Collateral (to the extent of the Express Perfection Requirements, subject to any change in law).
(o) The Administrative Agent shall have received insurance certificates and broker’s letters or other evidence reasonably satisfactory to the Administrative Agent confirming that each relevant Transaction Party maintains, or has caused to be maintained, insurance as required by the Security Agreement with respect to the Related Pool Aircraft.
(p) The Administrative Agent shall have received an Obligor Assumption Agreement duly executed and delivered by each Subsidiary Obligor. Promptly after the Release Date occurs, the Administrative Agent shall notify each other Lender Party and each Borrower Party thereof, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Release Effective Date specifying its objection thereto.
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