Replacement Airframes and Replacement Engines. At any time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 or 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following: (1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released. (2) A certificate signed by a duly authorized officer of the Lessee stating the following: A. With respect to the replacement of any Airframe: (i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number; (ii) a description of the Replacement Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number; (iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe; (iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full; (v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture; (vi) that the value of the Replacement Airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease); (vii) that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe; (viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture; (ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and (x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied. B. With respect to the replacement of any Engine: (i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number; (ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number; (iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the Lease; (iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease); (v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture; (vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and (vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfied. (3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture. (4) A certificate from a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi) of this Section 9. (5) The opinion of Davis Polk & Wardwell, special counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory to the Indenture Trustee, stating that: (i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and (ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 5 contracts
Samples: Trust Indenture and Security Agreement (Federal Express Corp), Trust Indenture and Security Agreement (Federal Express Corp), Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time and from time to time any an Airframe or Engine which has been subject is to an Event of Loss and may, or is required to, be replaced under or pursuant to Section 10.03, 11.03 or 11.04 10 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, shall direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warrantyaforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(viiv) that the value value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Airframe as of the date of such certificate is (which in the judgment of Lessee shall be not less than the value value, utility and remaining useful life (without regard to hours or cycles) of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease);); and
(viiv) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and is continuing or would result from that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that , in the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention performance of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe terms and such Lien will be a first priority security interest in favor covenants of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfiedLease.
B. With with respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the which shall be identified by manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name, the engine model name and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of is substantially the Lease, and that such Replacement same as the Engine will on such date to be in at least as good operating condition and repair as required by the terms of the Leasereleased (or an improved model);
(iv) that the value value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Engine as of the date of such certificate is (which value shall not be less than the value value, utility and remaining useful life (without regard to hours or cycles) of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 10(b) of the Lease with respect to such Replacement Engine has have been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(3a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, warranties generally available with respect to such Replacement Airframe or Replacement Engine, and an a Trust Agreement and Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the Trust Agreement and to the Lien lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee selected by Lessee confirming the accuracy of the information set forth in clause (2)A.(vi2)A(iv) of this Section 95.06.
(5) The opinion of Davis Polk & Wardwell, special in-house counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory counsel satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) that the Replacement Airframe or Replacement Engine has been validly subjected to the Lien lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title right, title, estate and interest of the Owner Trustee to and the Lien lien of this Trust Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe Aircraft or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 5 contracts
Samples: Trust Indenture and Security Agreement (Northwest Airlines Inc /Mn), Trust Indenture and Security Agreement (Northwest Airlines Inc /Mn), Trust Indenture and Security Agreement (Northwest Airlines Corp)
Replacement Airframes and Replacement Engines. At any time and from time to time any an Airframe or Engine which has been subject is to an Event of Loss and may, or is required to, be replaced under or pursuant to Section 10.03, 11.03 or 11.04 10 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions if no Lease Event of this Section 9.08 and the provisions of said Sections of the LeaseDefault is continuing, the Owner Trustee shall, from time to time, shall direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warrantyaforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With (A) with respect to the replacement Replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Trust Agreement and Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens as are permitted under by Section 6.01 6 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition working order and repair as required by the terms of the Leasecondition, and that such Replacement Airframe has been or, substantially concurrently with such replacementwithdrawal, will be duly registered in the name of the Owner Trustee under the Transportation Code Federal Aviation Act or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe Airframe, and that such registration and certificate is, or will be, is in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the existence of the insurance required by Article 13 Section 11 of the Lease is in full force and effect with respect to such Replacement Airframe and the payment of all premiums then due thereon have been paid in fullthereon;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the fair market value of the Replacement Airframe as of the date of such certificate is (which in the judgment of Lessee shall be not less than the then fair market value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease));
(vii) the fair market value of the Airframe immediately prior to the date the Airframe suffered an Event of Loss (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(viii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and is continuing or would result from that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe;, in the performance of any of the terms and covenants of the Lease; and
(viiiix) that the release of the Airframe subject so to the Event of Loss be released will not impair the security of the Indenture be in contravention of any of the provisions of this Indenture;; or
(ixB) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the which shall be identified by manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name, the engine model name and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Trust Agreement and Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens as are permitted under by Section 6.01 6 of the Lease, and that such Replacement Engine will on such date be in at least as good operating working order and condition and repair that such Replacement Engine is substantially the same as required by the terms of the LeaseEngine to be released (or an improved model);
(iv) that the fair market value of the Replacement Engine as of the date of such certificate is (which value shall not be less than the then fair market value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease));
(v) the fair market value of the Engine to be released (immediately prior to any Event of Loss suffered by such Engine and assuming that such Engine was in the condition and repair required to be maintained under the Lease);
(vi) that each of the conditions specified in Section 10(b) of the Lease with respect to such Replacement Engine have been satisfied and that Lessee will not be in default, by the making and granting of the request for release and the addition of the Replacement Engine, in the performance of any of the terms and covenants of the Lease;
(vii) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived; and
(viii) that the release of the Engine subject so to the Event of Loss be released will not impair the security of the Indenture be in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfied.
(3a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, warranties generally available with respect to such Replacement Airframe or Replacement Engine, and an a Trust Agreement and Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the Trust Agreement and to the Lien lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee selected by Lessee confirming the accuracy of the information set forth in clause (2)A.(vi2)A(vi) of this Section 95.06.
(5) The opinion of Davis Polk & Wardwell, special in-house counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory counsel satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Trust Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly lawfully released from the Lien lien of this Trust Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title right, title, estate and interest of the Owner Trustee to and the Lien lien of this Trust Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe Aircraft or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 4 contracts
Samples: Secured Certificates Agreement (Northwest Airlines Corp), Trust Indenture and Security Agreement (Northwest Airlines Corp), Trust Indenture and Security Agreement (Northwest Airlines Corp)
Replacement Airframes and Replacement Engines. At any time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 or 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the Lease;
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement EngineEngine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi) of this Section 9.
(5) The opinion of Davis Polk Xxxxx Xxxx & WardwellXxxxxxxx, special counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory counsel reasonably satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 2 contracts
Samples: Trust Indenture and Security Agreement (Federal Express Corp), Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any --------------------------------------------- time and from time to time time, any Airframe or Engine which has been (or is to be treated as if the same had been) subject to an Event of Loss and may, or is required to, may be replaced under Section 10.03, 11.03 7(e) or 11.04 8(a) of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 5.06 and the provisions of said Sections the applicable Section of the Lease, and the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine Engine, as appropriate appropriate, from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warrantyaforesaid, but only upon receipt by or deposit with the Indenture Trustee of the following:following (modified as appropriate if the Airframe or Engines and/or the Replacement Airframe or Replacement Engines shall not, if permitted pursuant to the Participation Agreement, be registered in the United States):
(1a) A written request from the Owner Trustee Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2b) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. 1. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, Airframe (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) to be received as consideration for the Airframe to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Permitted Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease(excluding for this purpose Lessor's Liens), and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be is in the process of being duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration Chapter 441 of the Airframe subject to the Event of Loss Act and that an airworthiness certificate has been duly issued under Chapter 447 of the Transportation Code (or such other applicable law) Act with respect to such Replacement Airframe Airframe, and that such registration and certificate is, or will be, is in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 Section 9 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same no Specified Default or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a such Replacement Airframe;
(viiivi) that the release of the Airframe subject so to the Event of Loss be released will not impair the security of the Indenture (except in respect of such release) or be in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the Lease;
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 8(d) of the Lease with respect to such Replacement Engine has Airframe have been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi) of this Section 9.
(5) The opinion of Davis Polk & Wardwell, special counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with 2. With respect to the Aircraft immediately prior replacement of any Engine (in addition to such substitution had such Event of Loss not occurred.the items required in Section 5.06(b)(1) above):
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Midway Airlines Corp)
Replacement Airframes and Replacement Engines. At any time and from time to time any an Airframe or Engine which has been subject is to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 or 11.04 pursuant to (ss.) 10 of the Lease by a Replacement Airframe or Replacement Engine, as the case may beif no Lease Event of Default exists, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, shall direct the Indenture Loan Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or or Engine as appropriate from the Lien of this Indenture Mortgage and the Indenture Loan Trustee shall execute and deliver such instrument as aforesaid without recourse or warrantyaforesaid, but only upon compliance by Lessee with the applicable provisions of (ss.) 10 of the Lease and upon receipt by or deposit with the Indenture Loan Trustee of the following:
(1) A written request from the Owner Trustee Trustee, requesting such release and specifically describing the Airframe and/or or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement Replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement Mortgage supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens as are permitted under Section 6.01 by ss. 6 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition working order and repair as required by the terms of the Leasecondition, and that such Replacement Airframe has been or, substantially concurrently with such replacementwithdrawal, will be duly registered in the name of the Owner Trustee under 2002 EETC - Mortgage (LL) (11) 44 Mortgage N__TZ the Transportation Code Federal Aviation Act or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe Airframe, and that such registration and certificate is, or will be, is in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the existence of the insurance required by Article 13 (ss.) 11 of the Lease is in full force and effect with respect to such Replacement Airframe and the payment of all premiums then due thereon have been paid in fullthereon;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this IndentureMortgage and otherwise complies with the requirements of the Lease and all other Operative Agreements;
(vi) that the fair market value and utility (without regard to hours and cycles until overhaul) of the Replacement Airframe as of the date of such certificate is (which shall be not less than the then fair market value and utility (without regard to hours and cycles until overhaul) of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease));
(vii) the fair market value of the Airframe immediately prior to the date the Airframe suffered an Event of Loss (assuming such Airframe was in the condition and repair required to be maintained under the Lease),
(viii) that no Event Lease Default exists which has not been waived, that each of Default has occurred the conditions specified in (ss.)
10.3.1 of the Lease with respect to the Replacement Airframe shall have been satisfied and is continuing or would result from that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe;, in the performance of any of the terms and covenants of the Lease; and
(viiiix) that the release of the Airframe subject so to the Event of Loss be released will not impair the security of the Indenture be in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture TrusteeMortgage; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.or
B. With with respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the which shall be identified by manufacturer's serial number;; 2002 EETC - Mortgage (LL) (11) 45 Mortgage N__TZ
(ii) a description of the Replacement Engine (including the manufacturer's name, the engine model name and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement Mortgage supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens as are permitted under Section 6.01 by (ss.) 6 of the Lease, and that such Replacement Engine will on such date be in at least as good operating working order and condition and repair that such Replacement Engine is substantially the same as required by the terms of the Lease;Engine to be released (or an improved model),
(iv) that the value fair market value, utility (without regard to hours and cycles until overhaul) and modification and remaining manufacturers warranty status of the Replacement Engine as of the date of such certificate is (which value shall not be less than the then fair market value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease));
(v) the fair market value of the Engine to be released (immediately prior to any Event of Loss suffered by such Engine and assuming that such Engine was in the condition and repair required to be maintained under the Lease);
(vi) that each of the conditions specified in (ss.) 10.3.1 of the Lease with respect to such Replacement Engine have been satisfied and that Lessee will not be in default, by the making and granting of the request for release and the addition of the Replacement Engine, in the performance of any of the terms and covenants of the Lease; and
(vii) that the release of the Engine subject so to the Event of Loss be released will not impair the security of the Indenture be in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfiedMortgage.
(3a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, warranties generally available with respect to such Replacement Airframe or Replacement Engine, and an Indenture and Security Agreement Supplement a Mortgage supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and any related warranty rights to the Lien of this IndentureMortgage. 2002 EETC - Mortgage (LL) (11) 46 Mortgage N__TZ
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the Lien created by this Mortgage as deemed necessary or desirable by counsel for Loan Trustee to protect the Lien under the Mortgage in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee selected by Lessee confirming the accuracy of the information set forth in clause (2)A.(vi2)A(vi) of this Section 9(ss.)
(5) The opinion of Davis Polk & Wardwell, special counsel satisfactory to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory to the Indenture Loan Trustee, stating that:
(i) the certificates, opinions opinions, and other instruments and/or or property which have been or are therewith delivered to and deposited with the Indenture Loan Trustee conform to the requirements of this Indenture Mortgage and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly lawfully released from the Lien of this Indenture Mortgage and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture Mortgage and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this IndentureMortgage, as the case may be, have been duly filed for recordation pursuant to the Transportation Code Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title right, title, estate and interest of the Owner Trustee to and the Lien of this Indenture Mortgage on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe Aircraft or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Replacement Airframes and Replacement Engines. At any time and from time to time any an Airframe or Engine which has been subject is to an Event of Loss and may, or is required to, be replaced under or pursuant to Section 10.03, 11.03 or 11.04 10 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, shall direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warrantyaforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement Replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(viiv) that the value value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Airframe as of the date of such certificate is (which in the judgment of Lessee shall be not less than the value then value, utility and remaining useful life (without regard to hours or cycles) of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);); and
(viiv) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and is continuing or would result from that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that , in the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention performance of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe terms and such Lien will be a first priority security interest in favor covenants of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfiedLease.
B. With with respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the which shall be identified by manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name, the engine model name and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of is substantially the Lease, and that such Replacement same as the Engine will on such date to be in at least as good operating condition and repair as required by the terms of the Leasereleased (or an improved model);
(iv) that the value value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Engine as of the date of such certificate is (which value shall not be less than the value then value, utility and remaining useful life (without regard to hours or cycles) of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 10(b) of the Lease with respect to such Replacement Engine has have been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(3a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, warranties generally available with respect to such Replacement Airframe or Replacement Engine, and an a Trust Agreement and Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the Trust Agreement and to the Lien lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee selected by Lessee confirming the accuracy of the information set forth in clause (2)A.(vi2)A(iv) of this Section 95.06.
(5) The opinion of Davis Polk & Wardwell, special in-house counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory counsel satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) that the Replacement Airframe or Replacement Engine has been validly subjected to the Lien lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title right, title, estate and interest of the Owner Trustee to and the Lien lien of this Trust Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe Aircraft or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Northwest Airlines Holdings Corp/Pred)
Replacement Airframes and Replacement Engines. At any time and from time to time any an Airframe or Engine which has been subject is to an Event of Loss and may, or is required to, be replaced under or pursuant to Section 10.03, 11.03 or 11.04 10 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions if no Lease Event of this Section 9.08 and the provisions of said Sections of the LeaseDefault is continuing, the Owner Trustee shall, from time to time, shall direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warrantyaforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement Replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Trust Agreement and Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens as are permitted under by Section 6.01 6 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition working order and repair as required by the terms of the Leasecondition, and that such Replacement Airframe has been or, substantially concurrently with such replacementwithdrawal, will be duly registered in the name of the Owner Trustee under the Transportation Code Federal Aviation Act or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe Airframe, and that such registration and certificate is, or will be, is in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the existence of the insurance required by Article 13 Section 11 of the Lease is in full force and effect with respect to such Replacement Airframe and the payment of all premiums then due thereon have been paid in fullthereon;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the fair market value of the Replacement Airframe as of the date of such certificate is (which in the judgment of Lessee shall be not less than the then fair market value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease));
(vii) the fair market value of the Airframe immediately prior to the date the Airframe suffered an Event of Loss (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(viii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and is continuing or would result from that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe;, in the performance of any of the terms and covenants of the Lease; and
(viiiix) that the release of the Airframe subject so to the Event of Loss be released will not impair the security of the Indenture be in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.or
B. With with respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the which shall be identified by manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name, the engine model name and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Trust Agreement and Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens as are permitted under by Section 6.01 6 of the Lease, and that such Replacement Engine will on such date be in at least as good operating working order and condition and repair that such Replacement Engine is substantially the same as required by the terms of the LeaseEngine to be released (or an improved model);
(iv) that the fair market value of the Replacement Engine as of the date of such certificate is (which value shall not be less than the then fair market value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease));
(v) the fair market value of the Engine to be released (immediately prior to any Event of Loss suffered by such Engine and assuming that such Engine was in the condition and repair required to be maintained under the Lease);
(vi) that each of the conditions specified in Section 10(b) of the Lease with respect to such Replacement Engine have been satisfied and that Lessee will not be in default, by the making and granting of the request for release and the addition of the Replacement Engine, in the performance of any of the terms and covenants of the Lease;
(vii) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived; and
(viii) that the release of the Engine subject so to the Event of Loss be released will not impair the security of the Indenture be in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfied.
(3a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, warranties generally available with respect to such Replacement Airframe or Replacement Engine, and an a Trust Agreement and Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the Trust Agreement and to the Lien lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee selected by Lessee confirming the accuracy of the information set forth in clause (2)A.(vi2)A(vi) of this Section 95.06.
(5) The opinion of Davis Polk & Wardwell, special in-house counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory counsel satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Trust Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly lawfully released from the Lien lien of this Trust Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title right, title, estate and interest of the Owner Trustee to and the Lien lien of this Trust Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe Aircraft or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Northwest Airlines Corp)
Replacement Airframes and Replacement Engines. At any time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 or 11.04 of the Lease by a Replacement Airframe replacement airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframereplacement airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe replacement airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe replacement airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe replacement airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe replacement airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code Aviation Act or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code Aviation Act (or such other applicable law) with respect to such Replacement Airframe replacement airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframereplacement airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe replacement airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe replacement airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe replacement airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframereplacement airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe replacement airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe replacement airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the LeaseLease and will otherwise conform to the requirements set forth in the definition of "Replacement Engine";
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement EngineEngine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe replacement airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe replacement airframe or Replacement Engine, and an Indenture and Security Agreement Supplement subjecting such Replacement Airframe replacement airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi) of this Section 9.
(5) The opinion of Davis Polk & Wardwell, special counsel to the Lesseecoxxxxx xx xhe Xxxxxx, or other counsex xxxxxxxxly xxxxxxxxtory counsel reasonably satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe replacement airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe replacement airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe replacement airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe replacement airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 or 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the Lease;
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi) of this Section 9.
(5) The opinion of Davis Polk Xxxxx Xxxx & WardwellXxxxxxxx, special counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory counsel reasonably satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 or 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the Lease;
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi) of this Section 9.
(5) The opinion of Davis Polk & Wardwell, special counsel to xxxxxxx couxxxx xx the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory counsel reasonably satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time and from time to time time, any Airframe or Engine which has been (or is to be treated as if the same had been) subject to an Event of Loss and may, or is required to, may be replaced under Section 10.03, 11.03 4.01(d)(i) or 11.04 of the Lease (d)(ii) hereof by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 5.06 and the provisions of said Sections of the LeaseSection 4.01(d), the Owner Trustee and Borrower shall, from time to time, direct the Indenture Security Trustee to execute and deliver to or as directed in writing by the Owner Trustee Borrower an appropriate instrument releasing such Airframe and/or Engine Engine, as appropriate appropriate, from the Lien of this Indenture Mortgage and the Indenture Security Trustee shall execute and deliver such instrument as aforesaid without recourse or warrantyaforesaid, but only upon receipt by or deposit with the Indenture Security Trustee of the following:
(1a) A written request from the Owner Trustee Borrower, requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2b) A certificate signed by a duly authorized officer Responsible Officer of the Lessee Borrower stating the following:
A. (1) With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the replacement, which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's ’s serial number;
(ii) a description of the Replacement Airframe, Airframe (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's ’s serial number) to be received as consideration for the Airframe to be released;
(iii) that on the date of the Indenture and Security Agreement Mortgage Supplement relating to the Replacement Airframe the Owner Trustee Borrower will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens (except Liens permitted under Section 6.01 the Lien of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Leasethis Mortgage), and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be is in the process of being duly registered in the name of the Owner Trustee Borrower under Chapter 441 of the Transportation Code (or under the law then applicable to the registration of the Airframe subject to the Event of Loss appropriate foreign aviation authority) and that an airworthiness certificate has been duly issued under Chapter 447 of the Transportation Code (or such other applicable lawunder the appropriate foreign aviation authority) with respect to such Replacement Airframe Airframe, and that such registration and certificate is, or will be, is in full force and effect, and that the Lessee Borrower will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease Section 4.01(e) hereof is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that no Specified Default or Event of Default has occurred and is continuing or would result from the Replacement Airframe is making and granting of the same or an improved make or model as request for release and the Airframe requested to be released from this Indentureaddition of such Replacement Airframe;
(vi) that the value release of the Airframe so to be released will not impair the security of the Mortgage or be in contravention of any of the provisions hereof; and
(vii) that each of the conditions specified in Section 4.01(d)(i) hereof with respect to such Replacement Airframe have been satisfied.
(2) With respect to the replacement of any Engine:
(i) a description of the Engine subject to replacement which shall be identified by manufacturer’s name and serial number;
(ii) a description of the Replacement Airframe Engine (including the manufacturer’s name and serial number) to be received as of consideration for the Engine to be released;
(iii) that on the date of the Mortgage Supplement relating to the Replacement Engine Borrower will be the legal owner of such certificate is not less than Replacement Engine free and clear of all Liens except the value Lien of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease)this Mortgage;
(viiiv) that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the Lease;
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject so to the Event of Loss be released will not impair the security of the Indenture Mortgage or be in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Enginehereof; and
(viivi) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease 4.01(d)(ii) hereof with respect to such Replacement Engine has have been satisfied.
(3c) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Security Trustee the benefit of all manufacturer's ’s and vendor's ’s warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, ; and an Indenture and Security Agreement (ii) a Mortgage Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this IndentureMortgage.
(4d) A With respect to (i) a Replacement Airframe, a certificate from a firm of nationally recognized independent aircraft appraisers of national standing selected by the Security Trustee and satisfactory to a Majority in Interest of Note Holders confirming the Indenture value, condition, utility, airworthiness and remaining economic useful life as required by Section 4.01(d) hereof, or (ii) a Replacement Engine, other than a General Electric Model CF34-3B1, a certificate from a firm of nationally recognized independent aircraft appraisers selected by the Security Trustee and the Owner Trustee satisfactory to a Majority in Interest of Note Holders or a qualified engineer (which engineer may be an employee of Borrower reasonably satisfactory to a Majority in Interest of Note Holders) confirming the accuracy of the information set forth in clause (2)A.(vi) of this Section 9value, condition, utility, airworthiness and remaining economic useful life as required for an Acceptable Alternate Engine.
(5e) The opinion of Davis Polk & Wardwell, special counsel to the LesseeBorrower, or other counsex xxxxxxxxly xxxxxxxxtory reasonably satisfactory to the Indenture Security Trustee, stating that:
(i1) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Security Trustee conform to the requirements of this Indenture and the Lease Mortgage and, upon the basis of such application, the property so sold or disposed of may be properly lawfully released from the Lien of this Indenture and Mortgage and, to its knowledge, all conditions precedent herein provided for relating to such release have been complied with; and
(ii2) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the LeaseMortgage, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, Mortgage have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the AircraftAct, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee Borrower to and the Lien of this Indenture Mortgage on such Replacement Airframe Aircraft or Replacement Engine and, as to any such Replacement Airframe and the Indenture associated Replacement Engines, that Borrower and Security Trustee would shall be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be thereto to the effect specified in the foregoing clause to the same extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft as immediately prior to such substitution had such Event of Loss not occurredreplacement.
(f) Borrower shall pay all reasonable costs associated with the matters set forth in this Section 5.06.
Appears in 1 contract
Samples: Aircraft Mortgage and Security Agreement (Skywest Inc)
Replacement Airframes and Replacement Engines. At any time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.033(i), 11.03 11(a), or 11.04 11(b) of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said such Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the supplement to this Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 8 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code Aviation Act (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 Section 12 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in fullAirframe;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing exists or would result from the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 11(a)(1) of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the supplement to this Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 8 of the Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the LeaseLease and will otherwise conform to the requirements set forth in the definition of "Replacement Engine";
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (without regard to the number of hours or cycles remaining until the next scheduled maintenance visit, and assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement EngineEngine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10.03, 11.03 11(a) or 11.04 11(b) of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an a supplement to this Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing reasonably satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi2)A(vi) of this Section 99.08.
(5) The opinion opinions of Davis Polk & WardwellXxxxxxxx Xxxxxxx LLP, special counsel to the Lessee, and of Special Aviation Counsel, or (in either case) other counsex xxxxxxxxly xxxxxxxxtory counsel reasonably satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Participation Agreement (Atlantic Coast Airlines Inc)
Replacement Airframes and Replacement Engines. At any time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 or 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code Aviation Act (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the LeaseLease and will otherwise conform to the requirements set forth in the definition of "Replacement Engine";
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement EngineEngine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi) of this Section 9.
(5) The opinion of Davis Polk & Wardwell, special counsel to xxxxxxx couxxxx xx the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory counsel reasonably satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 or 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the LeaseLease and will otherwise conform to the requirements set forth in the definition of "Replacement Engine";
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement EngineEngine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi) of this Section 9.
(5) The opinion of Davis Polk & Wardwell, special counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory xxxxx xxxnsex xxxxxxably satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 or 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the Lease;
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement EngineEngine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi) of this Section 9.
(5) The opinion of Davis Polk & Wardwell, special counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory xxxxx xxxnsex xxxxxxably satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any --------------------------------------------- time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 8(a) or 11.04 7(e) of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said such Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the supplement to this Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the LeasePermitted Liens, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 Section 9 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing exists or would result from the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the this Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 8(d) of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the supplement to this Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the LeasePermitted Liens, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the LeaseLease and will otherwise conform to the requirements set forth in the definition of "Replacement Engine";
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (without regard to the number of hours or cycles remaining until the next scheduled maintenance visit, and assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the this Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement EngineEngine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 7(e) of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an a supplement to this Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing reasonably satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi2)A(vi) of this Section 9.
(5) The opinion opinions of Davis Polk & Wardwell, special counsel to the Lessee (which may be Lessee's General Counsel), or (with respect to those matters set forth in clause (ii) below relating to the filing of documents pursuant to the Transportation Code) of the Lessee's special aviation counsel, or (in either case) other counsex xxxxxxxxly xxxxxxxxtory counsel reasonably satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and and, with respect to a Replacement Airframe, the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement EngineAirframe, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Replacement Airframes and Replacement Engines. At any --------------------------------------------- time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 8(a) or 11.04 7(e) of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said such Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the supplement to this Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the LeasePermitted Liens, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 Section 9 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in fullAirframe;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing exists or would result from the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the this Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 8(d) of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the supplement to this Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the LeasePermitted Liens, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the LeaseLease and will otherwise conform to the requirements set forth in the definition of "Replacement Engine";
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (without regard to the number of hours or cycles remaining until the next scheduled maintenance visit, and assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the this Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement EngineEngine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 7(e) of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an a supplement to this Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing reasonably satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi2)A(vi) of this Section 9.
(5) The opinion opinions of Davis Polk & Wardwell, special counsel to the Lessee (which may be Lessee's General Counsel), or (with respect to those matters set forth in clause (ii) below relating to the filing of documents pursuant to the Transportation Code) of the Lessee's special aviation counsel, or (in either case) other counsex xxxxxxxxly xxxxxxxxtory counsel reasonably satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and and, with respect to a Replacement Airframe, the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement EngineAirframe, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Midway Airlines Corp)
Replacement Airframes and Replacement Engines. At any time and from time to time any an Airframe or Engine which has been subject is to an Event of Loss and may, or is required to, be replaced under or pursuant to Section 10.03, 11.03 or 11.04 10 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions if no Lease Event of this Section 9.08 and the provisions of said Sections of the LeaseDefault is continuing, the Owner Trustee shall, from time to time, shall direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warrantyaforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With (A) with respect to the replacement Replacement of any Airframe:
(i) a description of the Airframe subject which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer s serial number;
(ii) a description of the Replacement Airframe to the Event of Loss be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's manufacturer s serial number;
(ii) a description of as consideration for the Replacement Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial numberAirframe to be released;
(iii) that on the date of the Trust Agreement and Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens as are permitted under by Section 6.01 6 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition working order and repair as required by the terms of the Leasecondition, and that such Replacement Airframe has been or, substantially concurrently with such replacementwithdrawal, will be duly registered in the name of the Owner Trustee under the Transportation Code Federal Aviation Act or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe Airframe, and that such registration and certificate is, or will be, is in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the existence of the insurance required by Article 13 Section 11 of the Lease is in full force and effect with respect to such Replacement Airframe and the payment of all premiums then due thereon have been paid in fullthereon;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the fair market value of the Replacement Airframe as of the date of such certificate is (which in the judgment of Lessee shall be not less than the then fair market value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease));
(vii) the fair market value of the Airframe immediately prior to the date the Airframe suffered an Event of Loss (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(viii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and is continuing or would result from that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe;, in the performance of any of the terms and covenants of the Lease; and
(viiiix) that the release of the Airframe subject so to the Event of Loss be released will not impair the security of the Indenture be in contravention of any of the provisions of this Indenture;; or
(ixB) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's which shall be identified by manufacturer s serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name, the engine model manufacturer s name and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Trust Agreement and Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens as are permitted under by Section 6.01 6 of the Lease, and that such Replacement Engine will on such date be in at least as good operating working order and condition and repair that such Replacement Engine is substantially the same as required by the terms of the LeaseEngine to be released (or an improved model);
(iv) that the fair market value of the Replacement Engine as of the date of such certificate is (which value shall not be less than the then fair market value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease));
(v) the fair market value of the Engine to be released (immediately prior to any Event of Loss suffered by such Engine and assuming that such Engine was in the condition and repair required to be maintained under the Lease);
(vi) that each of the conditions specified in Section 10(b) of the Lease with respect to such Replacement Engine have been satisfied and that Lessee will not be in default, by the making and granting of the request for release and the addition of the Replacement Engine, in the performance of any of the terms and covenants of the Lease;
(vii) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived; and
(viii) that the release of the Engine subject so to the Event of Loss be released will not impair the security of the Indenture be in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfied.
(3a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's manufacturer s and vendor's warranties, if any, vendor s warranties generally available with respect to such Replacement Airframe or Replacement Engine, and an a Trust Agreement and Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the Trust Agreement and to the Lien lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee selected by Lessee confirming the accuracy of the information set forth in clause (2)A.(vi2)A(vi) of this Section 95.06.
(5) The opinion of Davis Polk & Wardwell, special in-house counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory counsel satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Trust Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly lawfully released from the Lien lien of this Trust Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title right, title, estate and interest of the Owner Trustee to and the Lien lien of this Trust Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe Aircraft or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Northwest Airlines Corp)
Replacement Airframes and Replacement Engines. At any time and from time to time any an Airframe or Engine which has been subject is to an Event of Loss and may, or is required to, be replaced under or pursuant to Section 10.03, 11.03 or 11.04 10 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions if no Lease Event of this Section 9.08 and the provisions of said Sections of the LeaseDefault is continuing, the Owner Trustee shall, from time to time, shall direct the Indenture Loan Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Loan Trustee shall execute and deliver such instrument as aforesaid without recourse or warrantyaforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Loan Trustee of the following:
(1) A written request from the Owner Trustee Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement Replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Trust Agreement and Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens as are permitted under by Section 6.01 6 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition working order and repair as required by the terms of the Leasecondition, and that such Replacement Airframe has been or, substantially concurrently with such replacementwithdrawal, will be duly registered in the name of the Owner Trustee under the Transportation Code Federal Aviation Act or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe Airframe, and that such registration and certificate is, or will be, is in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the existence of the insurance required by Article 13 Section 11 of the Lease is in full force and effect with respect to such Replacement Airframe and the payment of all premiums then due thereon have been paid in fullthereon;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this IndentureIndenture and otherwise complies with the requirements of the Lease and all other Operative Agreements;
(vi) that the fair market value and utility (without regard to hours and cycles until overhaul) of the Replacement Airframe as of the date of such certificate is (which in the judgment of Lessee shall be not less than the then fair market value and utility (without regard to hours and cycles until overhaul) of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease));
(vii) the fair market value of the Airframe immediately prior to the date the Airframe suffered an Event of Loss (assuming such Airframe was in the condition and repair required to be maintained under the Lease),
(viii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, that each of the conditions specified in Section 10.3.1 of the Lease with respect to the Replacement Airframe shall have been satisfied and is continuing or would result from that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe;, in the performance of any of the terms and covenants of the Lease; and
(viiiix) that the release of the Airframe subject so to the Event of Loss be released will not impair the security of the Indenture be in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.or
B. With with respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the which shall be identified by manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name, the engine model name and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Trust Agreement and Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens as are permitted under by Section 6.01 6 of the Lease, and that such Replacement Engine will on such date be in at least as good operating working order and condition and repair that such Replacement Engine is substantially the same as required by the terms of the Lease;Engine to be released (or an improved model),
(iv) that the value fair market value, utility (without regard to hours and cycles until overhaul) and modification and remaining manufacturers warranty status of the Replacement Engine as of the date of such certificate is (which value shall not be less than the then fair market value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease));
(v) the fair market value of the Engine to be released (immediately prior to any Event of Loss suffered by such Engine and assuming that such Engine was in the condition and repair required to be maintained under the Lease);
(vi) that each of the conditions specified in Section 10.3.1 of the Lease with respect to such Replacement Engine have been satisfied and that Lessee will not be in default, by the making and granting of the request for release and the addition of the Replacement Engine, in the performance of any of the terms and covenants of the Lease; and
(vii) that the release of the Engine subject so to the Event of Loss be released will not impair the security of the Indenture be in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfied.
(3a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, warranties generally available with respect to such Replacement Airframe or Replacement Engine, and an a Trust Agreement and Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the Trust Agreement and to the Lien lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Loan Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming selected by Lessee confining the accuracy of the information set forth in clause (2)A.(vi2)A(vi) of this Section 95.06.
(5) The opinion of Davis Polk & Wardwell, special counsel satisfactory to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory to the Indenture Loan Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Loan Trustee conform to the requirements of this Trust Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly lawfully released from the Lien lien of this Trust Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title right, title, estate and interest of the Owner Trustee to and the Lien lien of this Trust Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe Aircraft or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Replacement Airframes and Replacement Engines. At any time --------------------------------------------- and from time to time any Airframe or Engine which has been subject to an Event of Loss (or is treated as such pursuant to Section 9(b) of the Lease) and may, or is required to, be replaced under Section 10.039(b), 11.03 10(a) or 11.04 10(b) of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, and the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the Trust Agreement and Trust Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the LeasePermitted Liens, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code Act or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code Act (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 Section 11 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value and useful life of the Replacement Airframe as of the date of such certificate is not less than the value and useful life of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Lease Event of Default, Lease Payment Default or Lease Bankruptcy Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be constitute a first priority security interest in favor of the Indenture Trusteeperfected Lien thereon; and
(x) that each of the conditions specified in Section 11.03 10 of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the Trust Agreement and Trust Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the LeasePermitted Liens, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the Lease;
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 10 of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an a Trust Agreement and Trust Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi) of this Section 99.08.
(5) The opinion of Davis Polk Messrs. King & WardwellSpalding, special counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory counsel reasonably satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Delta Air Lines Inc /De/)
Replacement Airframes and Replacement Engines. At any time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 or 11.04 of the Lease by a Replacement Airframe replacement airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframereplacement airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe replacement airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe replacement airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe replacement airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe replacement airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code Aviation Act or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code Aviation Act (or such other applicable law) with respect to such Replacement Airframe replacement airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframereplacement airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe replacement airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe replacement airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe replacement airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe;
replacement airframe; (viii) that viii)that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the Lease;
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi) of this Section 9.
(5) The opinion of Davis Polk & Wardwell, special counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 or 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the Lease;
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement EngineEngine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi) of this Section 9.
(5) The opinion of Davis Polk & Wardwell, special counsel to xxxxxxx couxxxx xx the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory counsel reasonably satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time and from time to time any an Airframe or Engine which has been subject is to an Event of Loss and may, or is required to, be replaced under or pursuant to Section 10.03, 11.03 or 11.04 10 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, shall direct the Indenture Loan Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Loan Trustee shall execute and deliver such instrument as aforesaid without recourse or warrantyaforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Loan Trustee of the following:
(1) A written request from the Owner Trustee Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(viiv) that the value and utility (without regard to hours or cycles) of the Replacement Airframe as of the date of such certificate is (which in the judgment of Lessee shall be not less than the value and utility (without regard to hours or cycles) of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease);); and
(viiv) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and is continuing or would result from that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that , in the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention performance of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe terms and such Lien will be a first priority security interest in favor covenants of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfiedLease.
B. With with respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the which shall be identified by manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name, the engine model name and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of is substantially the Lease, and that such Replacement same type as the Engine will on such date to be in at least as good operating condition and repair as required by the terms of the Leasereleased (or an improved model);
(iv) that the value and utility (without regard to hours or cycles) of the Replacement Engine as of the date of such certificate is (which value shall not be less than the value and utility (without regard to hours or cycles) of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 10(b) of the Lease with respect to such Replacement Engine has have been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(c) of the Lease, no Lease Event of Default has occurred which has not been remedied or waived.
(3a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, warranties generally available with respect to such Replacement Airframe or Replacement Engine, and an a Trust Agreement and Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the Trust Agreement and to the Lien lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the Lien created by this Indenture as deemed necessary or desirable by counsel for Loan Trustee to protect the Lien under this Indenture in the Replacement Engine.
(4) A certificate from a firm of an independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee engineer or appraiser selected by Lessee confirming the accuracy of the information set forth in clause clauses (2)A.(vi2)A(iv) and (2)B(iv) of this Section 95.06.
(5) The opinion of Davis Polk & Wardwell, special counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory to the Indenture Trustee, stating that:
Lessee (i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien internal counsel of this Indenture Lessee) addressed to Lessor and all conditions precedent herein provided for relating Loan Trustee stating that upon such replacement, title to such release have Replacement Airframe or Replacement Engine has been complied with; and
(ii) the vested in Lessor and such Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title right, title, estate and interest of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe Aircraft or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Replacement Airframes and Replacement Engines. At any time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 4.04(a) or 11.04 of the Lease 4.03(e) hereof by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said such preceding Sections of the Leasehereof, the Owner Trustee Company shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee Company an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee Company requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee Company stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the supplement to this Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee Company will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Permitted Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Leasethis Indenture, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee Company under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee Company will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease Section 4.05 hereof is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in fullAirframe;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Leasethis Indenture);
(vii) that no Indenture Event of Default has occurred and is continuing exists or would result from the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;; and
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the supplement to this Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee Company will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the LeasePermitted Liens, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the LeaseIndenture and will otherwise conform to the requirements set forth in the definition of "Replacement Engine";
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (without regard to the number of hours or cycles remaining until the next scheduled maintenance visit, and assuming such Engine was in the condition and repair required to be maintained under the LeaseIndenture);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement EngineEngine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 4.03(e) of the Lease this Indenture with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing reasonably satisfactory to the Indenture Trustee and the Owner Trustee Company confirming the accuracy of the information set forth in clause (2)A.(vi2)A(vi) of this Section 99.08.
(5) The opinion opinions of Davis Polk & Wardwell, special counsel to the LesseeCompany (which may be Company's General Counsel), or (with respect to those matters set forth in clause (ii) below relating to the filing of documents pursuant to the Transportation Code) of the Company's special aviation counsel, or (in either case) other counsex xxxxxxxxly xxxxxxxxtory counsel reasonably satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the LeaseIndenture, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and and, with respect to a Replacement Airframe, the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement EngineAirframe, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Replacement Airframes and Replacement Engines. At any time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 or 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the Lease;
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi) of this Section 9.
(5) The opinion of Davis Polk & Wardwell, special counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory xxxxx xxxnsex xxxxxxably satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time and from time to time any an Airframe or Engine which has been subject is to an Event of Loss and may, or is required to, be replaced under or pursuant to Section 10.03, 11.03 or 11.04 10 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, shall direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warrantyaforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement Replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(viiv) that the value value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Airframe as of the date of such certificate is (which in the judgment of Lessee shall be not less than the value value, utility and remaining useful life (without regard to hours or cycles) of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease);); and
(viiv) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and is continuing or would result from that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that , in the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention performance of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe terms and such Lien will be a first priority security interest in favor covenants of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfiedLease.
B. With with respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the which shall be identified by manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name, the engine model name and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of is substantially the Lease, and that such Replacement same as the Engine will on such date to be in at least as good operating condition and repair as required by the terms of the Leasereleased (or an improved model);
(iv) that the value value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Engine as of the date of such certificate is (which value shall not be less than the value value, utility and remaining useful life (without regard to hours or cycles) of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 10(b) of the Lease with respect to such Replacement Engine has have been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(3a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, warranties generally available with respect to such Replacement Airframe or Replacement Engine, and an a Trust Agreement and Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the Trust Agreement and to the Lien lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee selected by Lessee confirming the accuracy of the information set forth in clause (2)A.(vi2)A(iv) of this Section 95.06.
(5) The opinion of Davis Polk & Wardwell, special in-house counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory counsel satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) that the Replacement Airframe or Replacement Engine has been validly subjected to the Lien lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title right, title, estate and interest of the Owner Trustee to and the Lien lien of this Trust Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe Aircraft or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Northwest Airlines Holdings Corp/Pred)
Replacement Airframes and Replacement Engines. At any time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 8(a) or 11.04 7(e) of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said such Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the supplement to this Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Permitted Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code Aviation Act (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 Section 9 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in fullAirframe;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing exists or would result from the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 8(d) of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the supplement to this Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the LeasePermitted Liens, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the LeaseLease and will otherwise conform to the requirements set forth in the definition of "Replacement Engine";
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (without regard to the number of hours or cycles remaining until the next scheduled maintenance visit, and assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement EngineEngine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 7(e) of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an a supplement to this Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing reasonably satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi2)A(vi) of this Section 9.
(5) The opinion opinions of Davis Polk & Wardwell, special counsel to the Lessee (which may be Lessee's General Counsel), or (with respect to those matters set forth in clause (ii) below relating to the filing of documents pursuant to the Transportation Code) of the Lessee's special aviation counsel, or (in either case) other counsex xxxxxxxxly xxxxxxxxtory counsel reasonably satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and and, with respect to a Replacement Airframe, the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement EngineAirframe, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Replacement Airframes and Replacement Engines. At any time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 8(a) or 11.04 7(e) of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said such Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. (A) With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the supplement to this Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Permitted Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code Aviation Act (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 Section 9 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in fullAirframe;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing exists or would result from the making and granting of the request for release and the addition of a Replacement Airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 8(d) of the Lease with respect to such Replacement Airframe has been satisfied.
B. (B) With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the supplement to this Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the LeasePermitted Liens, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the LeaseLease and will otherwise conform to the requirements set forth in the definition of "Replacement Engine";
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (without regard to the number of hours or cycles remaining until the next scheduled maintenance visit, and assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement EngineEngine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 7(e) of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an a supplement to this Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing reasonably satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi2)A(vi) of this Section 9.
(5) The opinion opinions of Davis Polk & Wardwell, special counsel to the Lessee (which may be Lessee's General Counsel), or (with respect to those matters set forth in clause (ii) below relating to the filing of documents pursuant to the Transportation Code) of the Lessee's special aviation counsel, or (in either case) other counsex xxxxxxxxly xxxxxxxxtory counsel reasonably satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and and, with respect to a Replacement Airframe, the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement EngineAirframe, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Midway Airlines Corp)
Replacement Airframes and Replacement Engines. At any time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 or 11.04 of the Lease by a Replacement Airframe replacement airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframereplacement airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe replacement airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe replacement airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe replacement airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe replacement airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code Aviation Act or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code Aviation Act (or such other applicable law) with respect to such Replacement Airframe replacement airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframereplacement airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe replacement airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe replacement airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe replacement airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframereplacement airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe replacement airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe replacement airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the Lease;
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement EngineEngine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe replacement airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe replacement airframe or Replacement Engine, and an Indenture and Security Agreement Supplement subjecting such Replacement Airframe replacement airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi) of this Section 9.
(5) The opinion of Davis Polk & Wardwell, special counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory coxxxxx xxxxonaxxx xxxxsfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe replacement airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe replacement airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe replacement airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe replacement airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any --------------------------------------------- time and from time to time time, any Airframe or Engine which has been (or is to be treated as if the same had been) subject to an Event of Loss and may, or is required to, may be replaced under Section 10.03, 11.03 7(e) or 11.04 8(a) of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 5.06 and the provisions of said Sections the applicable Section of the Lease, and the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine Engine, as appropriate appropriate, from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warrantyaforesaid, but only upon receipt by or deposit with the Indenture Trustee of the following:following (modified as appropriate if the Airframe or Engines and/or the Replacement Airframe or Replacement Engines shall not, if permitted pursuant to the Participation Agreement, be registered in the United States):
(1a) A written request from the Owner Trustee Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2b) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. 1. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe, Airframe (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) to be received as consideration for the Airframe to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Permitted Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease(excluding for this purpose Lessor's Liens), and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be is in the process of being duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration Chapter 441 of the Airframe subject to the Event of Loss Act and that an airworthiness certificate has been duly issued under Chapter 447 of the Transportation Code (or such other applicable law) Act with respect to such Replacement Airframe Airframe, and that such registration and certificate is, or will be, is in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 Section 9 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same no Specified Default or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a such Replacement Airframe;
(viiivi) that the release of the Airframe subject so to the Event of Loss be released will not impair the security of the Indenture (except in respect of such release) or be in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the Lease;
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 8(d) of the Lease with respect to such Replacement Engine has Airframe have been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and an Indenture and Security Agreement Supplement subjecting such Replacement Airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi) of this Section 9.
(5) The opinion of Davis Polk & Wardwell, special counsel to the Lessee, or other counsex xxxxxxxxly xxxxxxxxtory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Midway Airlines Corp)
Replacement Airframes and Replacement Engines. At any time and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is required to, be replaced under Section 10.03, 11.03 or 11.04 of the Lease by a Replacement Airframe replacement airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid without recourse or warranty, but only upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee requesting such release and specifically describing the Airframe and/or Engine(s) to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframereplacement airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe replacement airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe replacement airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe replacement airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe replacement airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code Aviation Act or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code Aviation Act (or such other applicable law) with respect to such Replacement Airframe replacement airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframereplacement airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe replacement airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe replacement airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(vi) that the value of the Replacement Airframe replacement airframe as of the date of such certificate is not less than the value of the Airframe requested to be released (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(vii) that no Event of Default has occurred and is continuing or would result from the making and granting of the request for release and the addition of a Replacement Airframereplacement airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe replacement airframe and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe replacement airframe has been satisfied.
B. With respect to the replacement of any Engine:
(i) a description of the Engine subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine including the manufacturer's name, the engine model and serial number;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the terms of the Lease;
(iv) that the value of the Replacement Engine as of the date of such certificate is not less than the value of the Engine to be released (assuming such Engine was in the condition and repair required to be maintained under the Lease);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement EngineEngine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine has been satisfied.
(3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe replacement airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties, if any, generally available with respect to such Replacement Airframe replacement airframe or Replacement Engine, and an Indenture and Security Agreement Supplement subjecting such Replacement Airframe replacement airframe or Replacement Engine to the Trust Agreement and to the Lien of this Indenture.
(4) A certificate from a firm of independent aircraft appraisers of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A.(vi) of this Section 9.
(5) The opinion of Davis Polk & Wardwell, special counsel to the Lesseecoxxxxx xx xhe Xxxxxx, or other counsex xxxxxxxxly xxxxxxxxtory counsel reasonably satisfactory to the Indenture Trustee, stating that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe replacement airframe or Replacement Engine has been validly subjected to the Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe replacement airframe or Replacement Engine to the Lease and to the Lien of this Indenture, as the case may be, have been duly filed for recordation pursuant to the Transportation Code Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the title of the Owner Trustee to and the Lien of this Indenture on such Replacement Airframe replacement airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe replacement airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Federal Express Corp)
