Reregistration. The Owner Participant, the Indenture Trustee, the Pass Through Trustee and each Loan Participant agree that, at any time after the Depreciation Period, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may elect to effect a change in registration of the Aircraft, at Lessee's cost and expense, so long as the country of registry of the Aircraft is a country listed in the last paragraph of this Section 7(d). Upon the request of the Lessee, the country list in the last paragraph of this Section 7(d) may be amended from time to time to include any other country which the Owner Participant and the Indenture Trustee have determined, acting reasonably, would provide substantially equivalent protection for the rights of owner participants, lessors or lenders in similar transactions as provided under the laws of the United States and the states thereof. In order for Lessee to effect a change in the country of registry of the Aircraft, Lessee shall deliver to the Owner Participant, the Owner Trustee (in its individual capacity) and the Indenture Trustee the following: (I) an Officer's Certificate certifying that (A) the insurance or self-insurance required by Section 11 of the Lease shall be in full force and effect at the time of such change in registration after giving effect to such change in registration, (B) all indemnities in favor of the Owner Participant, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement) and the Indenture Trustee under any Operative Document afford each such party substantially the same protection as provided prior to such change of registry, (C) the lien of the Trust Indenture in favor of the Trustee will continue as a first priority lien following such change of registry, (D) such change will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify, or is not then willing to enter into a binding agreement to indemnify, the Owner Participant, the Note Holders, the Indenture Trustee, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement), the Indenture Trustee or the Trust Estate pursuant to this Agreement or the Tax Indemnity Agreement, and (E) that the new country of registry imposes aircraft maintenance standards not materially less stringent from those of any Permitted Foreign Air Authority; and (II) a favorable opinion (subject to customary exceptions) of counsel (opinion and counsel reasonably acceptable to the Owner Participant) addressed to the Owner Participant and the Indenture Trustee, from counsel of recognized reputation qualified in the laws of the relevant jurisdiction to the effect that: (A) the obligations of Lessee, and the rights and remedies of the Owner Trustee, under the Lease shall remain valid, binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law); (B) it is not necessary, solely as a consequence of such change in registration and without giving effect to any other activity of the Owner Trustee, the Owner Participant or the Indenture Trustee (or any Affiliate thereof), as the case may be, for the Owner Trustee, the Owner Participant or the Indenture Trustee to register or qualify to do business in such jurisdiction; (C) there is no tort liability of the owner of an aircraft not in possession thereof under the laws of such jurisdiction (it being agreed that, in the event such latter opinion cannot be given in a form satisfactory to the Owner Participant, such opinion shall be waived if insurance reasonably satisfactory to the Owner Participant is provided to cover such risk); (D) unless Lessee shall have agreed to provide insurance covering the risk of requisition of use of such Aircraft by the government of such jurisdiction so long as such Aircraft is registered under the laws of such jurisdiction, the laws of such jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of such Aircraft in the event of the requisition by such government of such use; and (E) after giving effect to such change in registration, the Lien of the Trust Indenture on the Owner Trustee's right, title and interest in and to the Aircraft and the Lease shall continue as a valid and duly perfected first priority security interest and all filing, recording or other action necessary to protect the same shall have been accomplished (or, if such opinion cannot be given at the time of such proposed change in registration because such change in registration is not yet effective, (1) the opinion shall detail what filing, recording or other action is necessary, and (2) the Owner Trustee and the Indenture Trustee shall have received a certificate from Lessee that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be delivered to the Owner Trustee and the Indenture Trustee on or prior to the effective date of such change in registration). Upon receipt of the foregoing certificate and opinion, the Owner Participant and the Indenture Trustee will instruct the Owner Trustee to make such change of registration. Lessee shall pay all reasonable costs, expenses, fees, recording and registration taxes, including the reasonable fees and expenses of counsel to the Owner Trustee, the Owner Participant and the Indenture Trustee, and other charges in connection with any such change in registration. The list of countries in which Lessee is permitted to effect a reregistration of the Aircraft in accordance with the procedures of this Section 7(d) is as follows:
Appears in 3 contracts
Samples: Participation Agreement (Us Airways Inc), Participation Agreement (Us Airways Inc), Participation Agreement (Us Airways Inc)
Reregistration. The Owner Participant, the Indenture Trustee, the Pass Through Trustee and each Loan Participant agree that, at any time after the Depreciation Period, so long as no Lease Event of Default shall have occurred and be continuing, Lessee Owner may elect to effect a change in registration of the Aircraft, at LesseeOwner's cost and expense, so long as the country of registry of the Aircraft is a country listed in the last paragraph of this Section 7(d7(b). Upon the request of the LesseeOwner, the country list in the last paragraph of this Section 7(d7(b) may be amended from time to time to include any other country which the Owner Participant and the Indenture Trustee have has determined, acting reasonably, would provide substantially equivalent protection for the rights of owner participants, lessors or lenders in similar transactions as provided under the laws of the United States of America and the states thereof. In order for Lessee Owner to effect a change in the country of registry of the Aircraft, Lessee Owner shall deliver to the Owner Participant, the Owner Trustee (in its individual capacity) and the Indenture Trustee the following:
(I) an Officer's Certificate certifying that (A) the insurance or self-insurance required by Section 11 7.04 of the Lease Indenture shall be in full force and effect at the time of such change in registration after giving effect to such change in registration, (B) all indemnities in favor of the Owner Participant, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement) and the Indenture Trustee under any Operative Document afford each such party the Indenture Trustee substantially the same protection as provided prior to such change of registry, (C) the lien Lien of the Trust Indenture in favor of the Indenture Trustee will continue as a first priority lien following such change of registry, (D) such change will not result in the imposition of, or increase in the amount of, any Tax for which Lessee Owner is not required to indemnify, or is not then willing to enter into a binding agreement to indemnify, the Owner Participant, the Note Holders, Holders or the Indenture Trustee, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement), the Indenture Trustee or the Trust Estate pursuant to this Agreement or the Tax Indemnity Agreement, and (E) that the new country of registry imposes aircraft maintenance standards not materially less stringent different from those of any Permitted Foreign Air Authority; and
(II) a favorable opinion (subject to customary exceptions) of counsel (opinion and counsel reasonably acceptable to the Owner ParticipantIndenture Trustee) addressed to the Owner Participant and the Indenture Trustee, from counsel of recognized reputation qualified in the laws of the relevant jurisdiction to the effect that: (A) the obligations of Lessee, and the rights and remedies of the Owner Trustee, under the Lease shall remain valid, binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law); (B) it is not necessary, solely as a consequence of such change in registration and without giving effect to any other activity of the Owner Trustee, the Owner Participant or the Indenture Trustee (or any Affiliate thereof), as the case may be, ) for the Owner Trustee, the Owner Participant or the Indenture Trustee to register or qualify to do business in such jurisdiction; (C) there is no tort liability of the owner of an aircraft not in possession thereof under the laws of such jurisdiction (it being agreed that, in the event such latter opinion cannot be given in a form satisfactory to the Owner Participant, such opinion shall be waived if insurance reasonably satisfactory to the Owner Participant is provided to cover such risk); (DB) unless Lessee Owner shall have agreed to provide insurance covering the risk of requisition of use of such Aircraft by the government of such jurisdiction so long as such Aircraft is registered under the laws of such jurisdiction, the laws of such jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of such Aircraft in the event of the requisition by such government of such use; and (EC) after giving effect to such change in registration, the Lien of the Trust Indenture on the Owner TrusteeOwner's right, title and interest in and to the Aircraft and the Lease shall continue as a valid and duly perfected first priority security interest and all filing, recording or other action necessary to protect the same shall have been accomplished (or, if such opinion cannot be given at the time of such proposed change in registration because such change in registration is not yet effective, (1) the opinion shall detail what filing, recording or other action is necessary, and (2) the Owner Trustee and the Indenture Trustee shall have received a certificate from Lessee Owner that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be delivered to the Owner Trustee and the Indenture Trustee on or prior to the effective date of such change in registration). Upon receipt of the foregoing certificate and opinion, the Owner Participant and the Indenture Trustee will instruct the Owner Trustee to make such change of registration. Lessee shall pay all reasonable costs, expenses, fees, recording and registration taxes, including the reasonable fees and expenses of counsel to the Owner Trustee, the Owner Participant and the Indenture Trustee, and other charges in connection with any such change in registration. The list of countries in which Lessee Owner is permitted to effect a reregistration of the Aircraft in accordance with the procedures of this Section 7(d7(b) is as follows:
Appears in 2 contracts
Samples: Participation Agreement (Us Airways Inc), Owned Aircraft Participation Agreement (Us Airways Inc)
Reregistration. (i) The Owner Participant, the Indenture Trustee, the Pass Through Trustee and each Loan Participant agree thatCertificate Holder each agrees that if the Borrower requests a change of registration pursuant to Section 3.01 of the Trust Indenture, at any time after it will take all such action reasonably requested by the Depreciation Period, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may elect Borrower in order to effect such a change in registration, including the execution and delivery of such documents and instruments as may be necessary or advisable in connection therewith.
(ii) All costs and expenses (including reasonable legal fees and expenses) of the Certificate Holders and the Indenture Trustee incurred in connection with any such change of registration shall be for the account of the Borrower. Such costs and expenses, to the extent incurred, shall include the following: (w) the reasonable fees and disbursements of United States counsel and counsel in the country of registry; (x) filing or recordation fees, taxes or similar payments incurred in connection with the registration of the Aircraft and the creation and perfection of the security interest therein; (y) any costs and expenses incurred in connection with any UCC filings and Cape Town Convention registrations necessary to continue the perfection of the security interest of the Trust Indenture in the Aircraft and the Indenture Estate; and (z) any other costs, expenses or taxes, whether initial or continuing, incurred by the Indenture Trustee or the Certificate Holders as a result of the registration of the Aircraft, at Lessee's cost and expenseor the creation of the security interest therein, so long as under the country of registry of other than the United States.
(iii) If the Aircraft is has been registered in a country listed in the last paragraph of this Section 7(d). Upon the request of the Lessee, the country list in the last paragraph of this Section 7(d) may be amended from time to time to include any other country which the Owner Participant and the Indenture Trustee have determined, acting reasonably, would provide substantially equivalent protection for the rights of owner participants, lessors or lenders in similar transactions as provided under the laws of than the United States and the states thereof. In order for Lessee to effect a change in the country of registry of the Aircraft, Lessee shall deliver pursuant to the Owner Participant, the Owner Trustee (in its individual capacity) terms and the Indenture Trustee the following:
(I) an Officer's Certificate certifying that (A) the insurance or self-insurance required by Section 11 of the Lease shall be in full force and effect at the time of such change in registration after giving effect to such change in registration, (B) all indemnities in favor of the Owner Participant, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement) and the Indenture Trustee under any Operative Document afford each such party substantially the same protection as provided prior to such change of registry, (C) the lien conditions of the Trust Indenture in favor of the Trustee Indenture, Borrower will continue as a first priority lien following such change of registry, (D) such change will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required furnish to indemnify, or is not then willing to enter into a binding agreement to indemnify, the Owner Participant, the Note Holders, the Indenture Trustee, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement), the Indenture Trustee or the Trust Estate pursuant to this Agreement or the Tax Indemnity Agreement, and (E) that the new country of registry imposes aircraft maintenance standards not materially less stringent from those of any Permitted Foreign Air Authority; and
(II) a favorable opinion (subject to customary exceptions) of counsel (opinion and counsel reasonably acceptable to the Owner Participant) addressed to the Owner Participant and the Indenture Trustee, from counsel of recognized reputation qualified in the laws of the relevant jurisdiction to the effect that: (A) the obligations of Lessee, and the rights and remedies of the Owner Trustee, under the Lease shall remain valid, binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law); (B) it is not necessary, solely as a consequence of such change in registration and without giving effect to any other activity of the Owner Trustee, the Owner Participant or the Indenture Trustee (but no more than once per year and only if in any Certificate Holder’s reasonable business judgment such an opinion is necessary or any Affiliate thereofotherwise desirable, supported by a priority search certificate issued by the International Registry), as an opinion of special counsel selected by Borrower and reasonably satisfactory to the case may be, for the Owner Trustee, the Owner Participant or the Indenture Trustee to register or qualify to do business in such jurisdiction; (C) there is no tort liability of the owner of an aircraft not in possession thereof under the laws of such jurisdiction (it being agreed Certificate Holders stating that, in the event opinion of such latter opinion cannot be given in a form satisfactory counsel, either (i) such action has been taken with respect to the Owner Participantrecording, such opinion shall be waived if insurance reasonably satisfactory to the Owner Participant is provided to cover such risk); (D) unless Lessee shall have agreed to provide insurance covering the risk of requisition of use of such Aircraft by the government of such jurisdiction so long as such Aircraft is registered under the laws of such jurisdictionfiling, the laws of such jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of such Aircraft in the event registration, rerecording, and refiling of the requisition by such government of such use; Operative Documents and (E) after giving effect any supplements and amendments thereof, including, if applicable, any filings with the International Registry, as is necessary to such change in registrationestablish, the Lien of the Trust perfect, and protect Indenture on the Owner Trustee's ’s respective right, title and interest in and to the Aircraft and the Lease shall continue as a valid and duly perfected first priority Operative Documents, reciting the details of such actions, or (ii) no action is necessary to maintain the perfection of the security interest and all filing, recording or other action necessary to protect created by the same shall have been accomplished (or, if such opinion cannot be given at the time of such proposed change in registration because such change in registration is not yet effective, (1) the opinion shall detail what filing, recording or other action is necessary, and (2) the Owner Trustee and the Indenture Trustee shall have received a certificate from Lessee that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be delivered to the Owner Trustee and the Indenture Trustee on or prior to the effective date of such change in registration). Upon receipt of the foregoing certificate and opinion, the Owner Participant and the Indenture Trustee will instruct the Owner Trustee to make such change of registration. Lessee shall pay all reasonable costs, expenses, fees, recording and registration taxes, including the reasonable fees and expenses of counsel to the Owner Trustee, the Owner Participant and the Indenture Trustee, and other charges in connection with any such change in registration. The list of countries in which Lessee is permitted to effect a reregistration of the Aircraft in accordance with the procedures of this Section 7(d) is as follows:Trust Indenture.
Appears in 2 contracts
Samples: Loan Agreement (Pinnacle Airlines Corp), Loan Agreement (Pinnacle Airlines Corp)
Reregistration. The Owner Participant, the Indenture Trustee, the Pass Through Trustee and each Loan Participant agree that, at any time after the Depreciation Period, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may elect to effect a change in registration of the Aircraft, at Lessee's cost and expense, so long as the country of registry of the Aircraft is a country listed in the last paragraph of this Section 7(d). on Exhibit A. Upon the request of the Lessee, the country list in the last paragraph of this Section 7(d) may Exhibit A shall be amended from time to time to include any other country which the Owner Participant and the Indenture Trustee have determined, acting reasonably, would provide substantially equivalent protection for the rights of owner participants, lessors or lenders in similar transactions as provided under the laws of the United States and the states thereof. In order for Lessee to effect a change in the country of registry of the Aircraft, Lessee shall deliver to the Owner Participant, the Owner Trustee (in its individual capacity) and the Indenture Trustee the following:
(I) an Officer's Certificate certifying that (A) the insurance or self-insurance required by Section 11 of the Lease shall be in full force and effect at the time of such change in registration after giving effect to such change in registration, (B) all indemnities in favor of the Owner Participant, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement) and the Indenture Trustee under any Operative Document afford each such party substantially the same protection as provided prior to such change of registry, (C) the lien of the Trust Indenture in favor of the Trustee will continue as a first priority lien following such change of registry, (D) such change will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify, or is not then willing to enter into a binding agreement to indemnify, the Owner Participant, the Note Holders, the Indenture Trustee, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement), the Indenture Trustee or the Trust Estate pursuant to this Agreement or the Tax Indemnity Agreement, and (E) that the new country of registry imposes aircraft maintenance standards not materially less stringent from those of any Permitted Foreign Air Authority; and
(II) a favorable opinion (subject to customary exceptions) of counsel (opinion and counsel reasonably acceptable to the Owner Participant) addressed to the Owner Participant and the Indenture Trustee, from counsel of recognized reputation qualified in the laws of the relevant jurisdiction to the effect that: (A) the obligations of Lessee, and the rights and remedies of the Owner Trustee, under the Lease shall remain valid, binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law); (B) it is not necessary, solely as a consequence of such change in registration and without giving effect to any other activity of the Owner Trustee, the Owner Participant or the Indenture Trustee (or any Affiliate thereof), as the case may be, for the Owner Trustee, the Owner Participant or the Indenture Trustee to register or qualify to do business in such jurisdiction; (C) there is no tort liability of the owner of an aircraft not in possession thereof under the laws of such jurisdiction (it being agreed that, in the event such latter opinion cannot be given in a form satisfactory to the Owner Participant, such opinion shall be waived if insurance reasonably satisfactory to the Owner Participant is provided to cover such risk); (D) unless Lessee shall have agreed to provide insurance covering the risk of requisition of use of such Aircraft by the government of such jurisdiction so long as such Aircraft is registered under the laws of such jurisdiction, the laws of such jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of such Aircraft in the event of the requisition by such government of such use; and (E) after giving effect to such change in registration, the Lien of the Trust Indenture on the Owner Trustee's right, title and interest in and to the Aircraft and the Lease shall continue as a valid and duly perfected first priority security interest and all filing, recording or other action necessary to protect the same shall have been accomplished (or, if such opinion cannot be given at the time of such proposed change in registration because such change in registration is not yet effective, (1) the opinion shall detail what filing, recording or other action is necessary, and (2) the Owner Trustee and the Indenture Trustee shall have received a certificate from Lessee that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be delivered to the Owner Trustee and the Indenture Trustee on or prior to the effective date of such change in registration). Upon receipt of the foregoing certificate and opinion, the Owner Participant and the Indenture Trustee will instruct the Owner Trustee to make such change of registration. Lessee shall pay all reasonable costs, expenses, fees, recording and registration taxes, including the reasonable fees and expenses of counsel to the Owner Trustee, the Owner Participant and the Indenture Trustee, and other charges in connection with any such change in registration. The list of countries in which Lessee is permitted to effect a reregistration of the Aircraft in accordance with the procedures of this Section 7(d) is as follows:.
Appears in 2 contracts
Samples: Participation Agreement (Us Airways Inc), Leased Aircraft Participation Agreement (Us Airways Inc)
Reregistration. The Owner Participant, the Indenture Trustee, the Pass Through Trustee and each Loan Participant agree that, at any time after the Depreciation Period, so long as no Specified Default or Lease Event of Default shall have occurred and be continuing, Lessee may elect to effect a change in registration of the Aircraft, at Lessee's cost and expense, so long as the country of registry of the Aircraft is a country listed in the last paragraph of this Section 7(d)) and the United States maintains normal diplomatic relations with such country. Upon the request of the LesseeLessee and provided no Lease Event of Default shall have occurred and be continuing, the country list in the last paragraph of this Section 7(d) may be amended from time to time to include any other country which the Owner Participant and the Indenture Trustee have determined, acting reasonably, would provide substantially equivalent protection (both as a matter of law and practice) for the rights and remedies of owner participants, lessors or lenders in similar transactions as provided under the laws of the United States and the states thereof. In order for Lessee to effect a change in the country of registry of the Aircraft, Lessee shall deliver to the Owner Participant, the Owner Trustee (in its individual capacity) and the Indenture Trustee the following:
(I) an Officer's Certificate certifying that (A) the insurance or self-insurance required by Section 11 of the Lease shall be in full force and effect at the time of such change in registration after giving effect to such change in registration, (B) all indemnities in favor of the Owner Participant, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement) and the Indenture Trustee under any Operative Document afford each such party substantially the same protection as provided prior to such change of registry, (C) the lien of the Trust Indenture in favor of the Trustee will continue as a first priority lien following such change of registry, (D) such change will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify, or is not then willing to enter into a binding agreement to indemnify, the Owner Participant, the Note Holders, the Indenture Trustee, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement), the Indenture Trustee or the Trust Estate pursuant to this Agreement or the Tax Indemnity Agreement, and (E) that the new country of registry imposes aircraft maintenance standards not materially less stringent from than those of any Permitted Foreign Air Authority, (F) any import or export permits necessary to take the Aircraft into or out of such jurisdiction of reregistration and any exchange permits necessary to allow all Rent and other payments provided for hereunder and under the other Operative Documents are in full force and effect to the extent obtainable with reasonable effort and to the extent customary to obtain, and (G) any value added tax, customs duty, tariff or other governmental charge or tax relating to the change in jurisdiction of registration of the Aircraft shall have been paid in full, or to the extent not yet due, adequately provided for, by Lessee; provided that the Owner -------- Participant shall not be required to accept any certificate unless the Owner Participant, in its reasonable judgment, agrees that the new country of registry imposes aircraft maintenance standards not materially less stringent than those of a Permitted Foreign Air Authority; and
(II) a favorable opinion (subject to customary exceptionsbankruptcy and equitable exceptions and to other exceptions customary in foreign legal opinions generally) of counsel (opinion and counsel reasonably acceptable to the Owner Participant, it being understood that the Owner Participant shall not be required to accept any opinion to the extent that it provides that there exists under the laws of the applicable jurisdiction possessory rights in favor of a lessee or sublessee which have the practical effect of materially prejudicing the Indenture Trustee's or Owner Trustee's ability to exercise remedies under the Lease if, in the Owner Participant's reasonable judgment, such possessory rights are materially greater than those available to lessees and sublessees under the laws of the United States) addressed to the Owner Participant Participant, the Owner Trustee and the Indenture Trustee, from counsel of recognized reputation qualified in the laws of the relevant jurisdiction to the effect that: (A) the obligations of Lessee, and the rights and remedies of the Owner Trustee, under the Lease shall remain valid, binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law); (B) it is not necessary, solely as a consequence of such change in registration and without giving effect to any other activity of the Owner Trustee, the Owner Participant or the Indenture Trustee (or any Affiliate thereof), as the case may be, for the Owner Trustee, the Owner Participant or the Indenture Trustee to register or qualify to do business in such jurisdiction; (C) there is no tort liability of the owner of an aircraft not in possession thereof under the laws of such jurisdiction (it being agreed that, in the event such latter opinion cannot be given in a form satisfactory to the Owner Participant, such opinion shall be waived if insurance reasonably satisfactory to the Owner Participant is provided to cover such risk); (D) unless Lessee shall have agreed to provide insurance reasonably satisfactory to the Owner Participant and in an amount not less than Termination Value covering the risk of requisition of use or title of such Aircraft by the government of such jurisdiction so long as such Aircraft is registered under the laws of such jurisdiction, the laws of such jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use or title of such Aircraft in the event of the requisition by such government of such useuse or title; and (E) after giving effect to such change in registration, the ownership interest of the Owner Trustee in the Aircraft (including each Engine) shall be recognized and the Lien of the Trust Indenture on the Owner Trustee's right, title and interest in and to the Aircraft and the Lease shall continue as a valid and duly perfected first priority security interest and all filing, recording or other action necessary to protect the same shall have been accomplished (or, if such opinion cannot be given at the time of such proposed change in registration because such change in registration is not yet effective, (1) the opinion shall detail what filing, recording or other action is necessary, necessary and (2) the Owner Trustee Trustee, the Owner Participant and the Indenture Trustee shall have received a certificate (which shall be true and correct) from Lessee that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be delivered to the Owner Trustee Trustee, the Owner Participant and the Indenture Trustee on or prior to the effective date of such change in registration). Upon receipt of the foregoing certificate and acceptable opinion, the Owner Participant and the Indenture Trustee will instruct the Owner Trustee to make such change of registration. Lessee shall pay all reasonable costs, expenses, fees, recording and registration taxesTaxes, including the reasonable fees and expenses of counsel to the Owner Trustee, the Owner Participant and the Indenture Trustee, and other charges in connection with any such change in registrationregistration (including without limitation, costs of filing of financing statements and continuation statements under the Uniform Commercial Code of any applicable jurisdiction). The list of countries in which Lessee is permitted to effect a reregistration of the Aircraft in accordance with the procedures of this Section 7(d) is as follows:
Appears in 1 contract
Reregistration. The Owner Participant, the Indenture Trustee, the Pass Through Trustee and each Series G Loan Participant agree that, at any time after the Depreciation Period, so long as no Lease Event of Default shall have occurred and be continuing, Lessee Owner may elect to effect a change in registration of the Aircraft, at LesseeOwner's cost and expense, so long as the country of registry of the Aircraft is a country listed in the last paragraph of this Section 7(d7(b). Upon the request of the LesseeOwner, the country list in the last paragraph of this Section 7(d) may be amended from time to time to include any other country which the Owner Participant and the Indenture Trustee have has determined, acting reasonably, would provide substantially equivalent protection for the rights of owner participants, lessors or lenders in similar transactions as provided under the laws of the United States of America and the states thereof. In order for Lessee Owner to effect a change in the country of registry of the Aircraft, Lessee Owner shall deliver to the Owner Participant, the Owner Trustee (in its individual capacity) and the Indenture Trustee the following:
(I) an Officer's Certificate certifying that (A) the insurance or self-insurance required by Section 11 7.04 of the Lease Indenture shall be in full force and effect at the time of such change in registration after giving effect to such change in registration, (B) all indemnities in favor of the Owner Participant, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement) and the Indenture Trustee under any Operative Document afford each such party the Indenture Trustee substantially the same protection as provided prior to such change of registry, (C) the lien Lien of the Trust Indenture in favor of the Indenture Trustee will continue as a first priority lien following such change of registry, (D) such change will not result in the imposition of, or increase in the amount of, any Tax for which Lessee Owner is not required to indemnify, or is not then willing to enter into a binding agreement to indemnify, the Owner Participant, the Series G Note Holders, Holders or the Indenture Trustee, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement), the Indenture Trustee or the Trust Estate pursuant to this Agreement or the Tax Indemnity Agreement, and (E) that the new country of registry imposes aircraft maintenance standards not materially less stringent different from those of any Permitted Foreign Air Authority; and
(II) a favorable opinion (subject to customary exceptions) of counsel (opinion and counsel reasonably acceptable to the Owner ParticipantIndenture Trustee) addressed to the Owner Participant and the Indenture Trustee, from counsel of recognized reputation qualified in the laws of the relevant jurisdiction to the effect that: (A) the obligations of Lessee, and the rights and remedies of the Owner Trustee, under the Lease shall remain valid, binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law); (B) it is not necessary, solely as a consequence of such change in registration and without giving effect to any other activity of the Owner Trustee, the Owner Participant or the Indenture Trustee (or any Affiliate thereof), as the case may be, ) for the Owner Trustee, the Owner Participant or the Indenture Trustee to register or qualify to do business in such jurisdiction; (C) there is no tort liability of the owner of an aircraft not in possession thereof under the laws of such jurisdiction (it being agreed that, in the event such latter opinion cannot be given in a form satisfactory to the Owner Participant, such opinion shall be waived if insurance reasonably satisfactory to the Owner Participant is provided to cover such risk); (DB) unless Lessee Owner shall have agreed to provide insurance covering the risk of requisition of use of such Aircraft by the government of such jurisdiction so long as such Aircraft is registered under the laws of such jurisdiction, the laws of such jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of such Aircraft in the event of the requisition by such government of such use; and (EC) after giving effect to such change in registration, the Lien of the Trust Indenture on the Owner TrusteeOwner's right, title and interest in and to the Aircraft and the Lease shall continue as a valid and duly perfected first priority security interest and all filing, recording or other action necessary to protect the same shall have been accomplished (or, if such opinion cannot be given at the time of such proposed change in registration because such change in registration is not yet effective, (1) the opinion shall detail what filing, recording or other action is necessary, necessary and (2) the Owner Trustee and the Indenture Trustee shall have received a certificate from Lessee Owner that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be delivered to the Owner Trustee and the Indenture Trustee on or prior to the effective date of such change in registration). Upon receipt of the foregoing certificate and opinion, the Owner Participant and the Indenture Trustee will instruct the Owner Trustee to make such change of registration. Lessee shall pay all reasonable costs, expenses, fees, recording and registration taxes, including the reasonable fees and expenses of counsel to the Owner Trustee, the Owner Participant and the Indenture Trustee, and other charges in connection with any such change in registration. The list of countries in which Lessee Owner is permitted to effect a reregistration of the Aircraft in accordance with the procedures of this Section 7(d7(b) is as follows:
Appears in 1 contract
Reregistration. The Owner ParticipantUpon Sublessee's compliance with all of the terms of SECTION 7 hereof, the Indenture Trusteeincluding, the Pass Through Trustee and each Loan Participant agree thatwithout limitation, this CLAUSE (3), Sublessor shall, at any time after the Depreciation Periodrequest and sole expense of Sublessee, so cooperate with Sublessee to take all actions required to change the registration of the Aircraft to the designated country. So long as no Lease Sublease Event of Default shall have occurred and be continuing, Lessee Sublessee may elect to effect a change in registration of the Aircraft, at LesseeSublessee's cost and expense, so long as the country of registry of the Aircraft is a country listed in the last paragraph of this Section 7(dSECTION 7(a)(3). Upon the request of the LesseeSublessee and provided no Sublease Event of Default shall have occurred and be continuing, the country list in the last paragraph of this Section 7(dSECTION 7(a)(3) may be amended from time to time to include any other country which the Owner Participant and the Indenture Trustee have determined, acting reasonably, would provide substantially equivalent protection for the rights and remedies of owner participants, lessors or lenders in similar transactions as provided under the laws of and with which the United States of America maintains normal diplomatic relations, such amendments to be subject to the consent of the Loan Participant (so long as the Lien of the Trust Indenture is in effect) and the states thereofOwner Participant (such consents not to be unreasonably withheld). In order for Lessee Sublessee to effect a change in the country of registry of the Aircraft, Lessee Sublessee shall deliver to the Owner ParticipantSublessor and/or as Sublessor otherwise shall direct, the Owner Trustee (in its individual capacity) and the Indenture Trustee the following:
(Ii) an Officer's Certificate certifying that (A) the insurance or self-insurance required by Section SECTION 11 of the Lease Sublease shall be in full force and effect at the time of such change in registration after giving effect to such change in registration, (B) all indemnities in favor of the Owner Participant, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement) and the Indenture Trustee under any Operative Document afford each such party substantially the same protection as provided prior to such change of registry, (C) the lien Lien of the Trust Indenture in favor of the Indenture Trustee will continue as a first priority and perfected lien following such change of registry, (DC) such change will not result in the imposition of, or increase in the amount of, any Tax for which Lessee Sublessee is not required to indemnify, or is not then willing to enter into a binding agreement to indemnify, the Owner Participant, the Note Holders, the Indenture Trustee, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement), the Indenture Trustee or the Trust Estate indemnify Sublessor pursuant to this Agreement or the Sublease Tax Indemnity Indemnification Agreement, and (ED) that the new country of registry imposes aircraft maintenance standards not materially less stringent from than those imposed by the least stringent of the FAA, the aeronautical authority of Canada, Switzerland, France, Germany, Japan, The Netherlands or the United Kingdom, (E) any Permitted Foreign Air Authorityimport or export permits necessary to take the Aircraft into such jurisdiction of reregistration and any exchange permits necessary to allow all Rent to continue to be paid are in full force and effect to the extent obtainable with commercially reasonable effort and to the extent customary to obtain, and (F) any value added tax, customs duty, tariff or other Sublease Agreement (MSN 30808) governmental charge or tax relating to the change in jurisdiction of registration of the Aircraft shall have been paid; and
(IIii) a favorable opinion (subject to customary exceptionsbankruptcy and equitable exceptions and to other exceptions customary in foreign legal opinions generally) of counsel (opinion and counsel reasonably acceptable addressed to Sublessor, the Participants, the Owner Participant) addressed to the Owner Participant Trustee and the Indenture Trustee, Trustee from counsel of recognized reputation qualified in the laws of the relevant jurisdiction and reasonably acceptable to the addressees to the effect that: (A) the obligations of LesseeSublessee, and the rights and remedies of Sublessor, under the Sublease and the rights and remedies of the Owner Trustee, Trustee under the Head Lease shall remain valid, valid binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law)jurisdiction; (B) it is not necessary, solely as a consequence of such change in registration and without giving effect to any other activity of Sublessor, the Owner Trustee, the Owner Participant Participants or the Indenture Trustee (or any Affiliate thereof), as the case may be, for Sublessor, the Owner Trustee, the Owner Participant Participants or the Indenture Trustee to register or qualify to do business in such jurisdiction; and (C) there is no tort liability of the owner of an aircraft not in possession thereof under the laws of such jurisdiction (it being agreed that, in the event such latter opinion cannot be given in a form satisfactory to the Owner Participant, such opinion shall be waived if insurance reasonably satisfactory to the Owner Participant is provided to cover such risk); (D) unless Lessee shall have agreed to provide insurance covering the risk of requisition of use of such Aircraft by the government of such jurisdiction so long as such Aircraft is registered under the laws of such jurisdiction, the laws of such jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of such Aircraft in the event of the requisition by such government of such use; and (E) after giving effect to such change in registration, the ownership interest of the Owner Trustee in the Aircraft and the Head Lease and the Lien of the Trust Indenture on the Owner Trustee's right, title and interest in and to the Aircraft and the Lease shall continue as a valid and duly perfected first priority security interest be recognized and all filing, recording or other action necessary to protect the same shall have been accomplished (or, if such opinion cannot be given at the time of such proposed change in registration because such change in registration is not yet effective, (1) the opinion shall detail what filing, recording or other action is necessary, and (2) the Owner Trustee and the Indenture Trustee shall have received a certificate from Lessee that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be delivered to the Owner Trustee and the Indenture Trustee on or prior to the effective date of such change in registration)undertaken. Upon receipt of the foregoing certificate and opinion, the Sublessor, Owner Participant and the Indenture Trustee will instruct cause the Owner Trustee to make such change of registration. Lessee Sublessee shall pay all reasonable costs, expenses, fees, recording and registration taxesTaxes, including the reasonable fees and expenses of counsel to Sublessor, the Owner Trustee, the Owner Participant Participants and the Indenture Trustee, and other charges in connection with any such change in registration. The list of countries in which Lessee Sublessee is permitted to effect a reregistration of the Aircraft in accordance with the procedures of this Section 7(dSECTION 7(a)(3) is as follows:: Australia the Netherlands Austria New Zealand Bahamas Norway Belgium People's Republic of China Bermuda Portugal Canada Republic of China (Taiwan) Denmark Singapore Finland South Africa France Spain Greece Sweden Germany Switzerland Iceland United Kingdom Ireland United States of America Sublease Agreement (MSN 30808) Italy Japan Luxembourg
Appears in 1 contract
Samples: Sublease Agreement (Atlas Air Worldwide Holdings Inc)
Reregistration. The Owner Participant, the Indenture Trustee, the Pass Through Trustee and each Loan Participant agree that, at any time after the Depreciation Period, so long as no Specified Default or Lease Event of Default shall have occurred and be continuing, Lessee may elect to effect a change in registration of the Aircraft, at Lessee's cost and expense, so long as the country of registry of the Aircraft is a country listed in the last paragraph of this Section 7(d)) and the United States maintains normal diplomatic relations with such country. Upon the request of the LesseeLessee and provided no Lease Event of Default shall have occurred and be continuing, the country list in the last paragraph of this Section 7(d) may be amended from time to time to include any other country which the Owner Participant and the Indenture Trustee have determined, acting reasonably, would provide substantially equivalent protection (both as a matter of law and practice) for the rights and remedies of owner participants, lessors or lenders in similar transactions as provided under the laws of the United States and the states thereof. In order for Lessee to effect a change in the country of registry of the Aircraft, Lessee shall deliver to the Owner Participant, the Owner Trustee (in its individual capacity) and the Indenture Trustee the following:
(I) an Officer's Certificate certifying that (A) the insurance or self-insurance required by Section 11 of the Lease shall be in full force and effect at the time of such change in registration after giving effect to such change in registration, (B) all indemnities in favor of the Owner Participant, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement) and the Indenture Trustee under any Operative Document afford each such party substantially the same protection as provided prior to such change of registry, (C) the lien of the Trust Indenture in favor of the Trustee will continue as a first priority lien following such change of registry, (D) such change will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify, or is not then willing to enter into a binding agreement to indemnify, the Owner Participant, the Note Holders, the Indenture Trustee, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement), the Indenture Trustee or the Trust Estate pursuant to this Agreement or the Tax Indemnity Agreement, and (E) that the new country of registry imposes aircraft maintenance standards not materially less stringent from than those of any Permitted Foreign Air Authority, (F) any import or export permits necessary to take the Aircraft into or out of such jurisdiction of reregistration and any exchange permits necessary to allow all Rent and other payments provided for hereunder and under the other Operative Documents are in full force and effect to the extent obtainable with reasonable effort and to the extent customary to obtain, and (G) any value added tax, customs duty, tariff or other governmental charge or tax relating to the change in jurisdiction of registration of the Aircraft shall have been paid in full, or to the extent not yet due, adequately provided for, by Lessee; provided that the Owner Participant shall not be required to accept any certificate unless the Owner Participant, in its reasonable judgment, agrees that the new country of registry imposes aircraft maintenance standards not materially less stringent than those of a Permitted Foreign Air Authority; and
(II) a favorable opinion (subject to customary exceptionsbankruptcy and equitable exceptions and to other exceptions customary in foreign legal opinions generally) of counsel (opinion and counsel reasonably acceptable to the Owner Participant, it being understood that the Owner Participant shall not be required to accept any opinion to the extent that it provides that there exists under the laws of the applicable jurisdiction possessory rights in favor of a lessee or sublessee which have the practical effect of materially prejudicing the Indenture Trustee's or Owner Trustee's ability to exercise remedies under the Lease if, in the Owner Participant's reasonable judgment, such possessory rights are materially greater than those available to lessees and sublessees under the laws of the United States) addressed to the Owner Participant Participant, the Owner Trustee and the Indenture Trustee, from counsel of recognized reputation qualified in the laws of the relevant jurisdiction to the effect that: (A) the obligations of Lessee, and the rights and remedies of the Owner Trustee, under the Lease shall remain valid, binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law); (B) it is not necessary, solely as a consequence of such change in registration and without giving effect to any other activity of the Owner Trustee, the Owner Participant or the Indenture Trustee (or any Affiliate thereof), as the case may be, for the Owner Trustee, the Owner Participant or the Indenture Trustee to register or qualify to do business in such jurisdiction; (C) there is no tort liability of the owner of an aircraft not in possession thereof under the laws of such jurisdiction (it being agreed that, in the event such latter opinion cannot be given in a form satisfactory to the Owner Participant, such opinion shall be waived if insurance reasonably satisfactory to the Owner Participant is provided to cover such risk); (D) unless Lessee shall have agreed to provide insurance reasonably satisfactory to the Owner Participant and in an amount not less than Termination Value covering the risk of requisition of use or title of such Aircraft by the government of such jurisdiction so long as such Aircraft is registered under the laws of such jurisdiction, the laws of such jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use or title of such Aircraft in the event of the requisition by such government of such useuse or title; and (E) after giving effect to such change in registration, the ownership interest of the Owner Trustee in the Aircraft (including each Engine) shall be recognized and the Lien of the Trust Indenture on the Owner Trustee's right, title and interest in and to the Aircraft and the Lease shall continue as a valid and duly perfected first priority security interest and all filing, recording or other action necessary to protect the same shall have been accomplished (or, if such opinion cannot be given at the time of such proposed change in registration because such change in registration is not yet effective, (1) the opinion shall detail what filing, recording or other action is necessary, necessary and (2) the Owner Trustee Trustee, the Owner Participant and the Indenture Trustee shall have received a certificate (which shall be true and correct) from Lessee that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be delivered to the Owner Trustee Trustee, the Owner Participant and the Indenture Trustee on or prior to the effective date of such change in registration). Upon receipt of the foregoing certificate and acceptable opinion, the Owner Participant and the Indenture Trustee will instruct the Owner Trustee to make such change of registration. Lessee shall pay all reasonable costs, expenses, fees, recording and registration taxesTaxes, including the reasonable fees and expenses of counsel to the Owner Trustee, the Owner Participant and the Indenture Trustee, and other charges in connection with any such change in registrationregistration (including without limitation, costs of filing of financing statements and continuation statements under the Uniform Commercial Code of any applicable jurisdiction). The list of countries in which Lessee is permitted to effect a reregistration of the Aircraft in accordance with the procedures of this Section 7(d) is as follows:: Australia Austria Bahamas Belgium Bermuda Brazil Canada Denmark Finland France Germany Greece Grenada Iceland India Ireland Italy Jamaica Japan Luxembourg Malaysia Malta Mexico Netherlands New Zealand Norway People's Republic of China* Phillippines Portugal Republic of China (Taiwan)* Singapore South Korea Spain Sweden Switzerland Thailand Tobago Trinidad Turkey United Kingdom United States Venezuela *So long as on the date of registration such country and the United States of America have diplomatic relations at least as good as those in effect on the Delivery Date.
Appears in 1 contract
Reregistration. The Owner Participant, the Indenture Trustee, the Pass Through Trustee and each Loan Participant agree that, at any time after the Depreciation Period, so long as no Specified Default or Lease Event of Default shall have occurred and be continuing, Lessee may elect to effect a change in registration of the Aircraft, at Lessee's cost and expense, so long as the country of registry of the Aircraft is a country listed in the last paragraph of this Section 7(d)) and the United States maintains normal diplomatic relations with such country. Upon the request of the LesseeLessee and provided no Lease Event of Default shall have occurred and be continuing, the country list in the last paragraph of this Section 7(d) may be amended from time to time to include any other country which the Owner Participant and the Indenture Trustee have determined, acting reasonably, would provide substantially equivalent protection (both as a matter of law and practice) for the rights and remedies of owner participants, lessors or lenders in similar transactions as provided under the laws of the United States and the states thereof. In order for Lessee to effect a change in the country of registry of the Aircraft, Lessee shall deliver to the Owner Participant, the Owner Trustee (in its individual capacity) and the Indenture Trustee the following:
(I) an Officer's Certificate certifying that (A) the insurance or self-insurance required by Section 11 of the Lease shall be in full force and effect at the time of such change in registration after giving effect to such change in registration, (B) all indemnities in favor of the Owner Participant, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement) and the Indenture Trustee under any Operative Document afford each such party substantially the same protection as provided prior to such change of registry, (C) the lien of the Trust Indenture in favor of the Trustee will continue as a first priority lien following such change of registry, (D) such change will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify, or is not then willing to enter into a binding agreement to indemnify, the Owner Participant, the Note Holders, the Indenture Trustee, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement), the Indenture Trustee or the Trust Estate pursuant to this Agreement or the Tax Indemnity Agreement, and (E) that the new country of registry imposes aircraft maintenance standards not materially less stringent from than those of any Permitted Foreign Air Authority, (F) any import or export permits necessary to take the Aircraft into or out of such jurisdiction of reregistration and any exchange permits necessary to allow all Rent and other payments provided for hereunder and under the other Operative Documents are in full force and effect to the extent obtainable with reasonable effort and to the extent customary to obtain, and (G) any value added tax, customs duty, tariff or other governmental charge or tax relating to the change in jurisdiction of registration of the Aircraft shall have been paid in full, or to the extent not yet due, adequately provided for, by Lessee; provided that the Owner Participant shall not be required to accept any certificate unless the Owner Participant, in its reasonable judgment, agrees that the new country of registry imposes aircraft maintenance standards not materially less stringent than those of a Permitted Foreign Air Authority; and
(II) a favorable opinion (subject to customary exceptionsbankruptcy and equitable exceptions and to other exceptions customary in foreign legal opinions generally) of counsel (opinion and counsel reasonably acceptable to the Owner Participant, it being understood that the Owner Participant shall not be required to accept any opinion to the extent that it provides that there exists under the laws of the applicable jurisdiction possessory rights in favor of a lessee or sublessee which have the practical effect of materially prejudicing the Indenture Trustee's or Owner Trustee's ability to exercise remedies under the Lease if, in the Owner Participant's reasonable judgment, such possessory rights are materially greater than those available to lessees and sublessees under the laws of the United States) addressed to the Owner Participant Participant, the Owner Trustee and the Indenture Trustee, from counsel of recognized reputation qualified in the laws of the relevant jurisdiction to the effect that: (A) the obligations of Lessee, and the rights and remedies of the Owner Trustee, under the Lease shall remain valid, binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law); (B) it is not necessary, solely as a consequence of such change in registration and without giving effect to any other activity of the Owner Trustee, the Owner Participant or the Indenture Trustee (or any Affiliate thereof), as the case may be, for the Owner Trustee, the Owner Participant or the Indenture Trustee to register or qualify to do business in such jurisdiction; (C) there is no tort liability of the owner of an aircraft not in possession thereof under the laws of such jurisdiction (it being agreed that, in the event such latter opinion cannot be given in a form satisfactory to the Owner Participant, such opinion shall be waived if insurance reasonably satisfactory to the Owner Participant is provided to cover such risk); (D) unless Lessee shall have agreed to provide insurance reasonably satisfactory to the Owner Participant and in an amount not less than Termination Value covering the risk of requisition of use or title of such Aircraft by the government of such jurisdiction so long as such Aircraft is registered under the laws of such jurisdiction, the laws of such jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use or title of such Aircraft in the event of the requisition by such government of such useuse or title; and (E) after giving effect to such change in registration, the ownership interest of the Owner Trustee in the Aircraft (including each Engine) shall be recognized and the Lien of the Trust Indenture on the Owner Trustee's right, title and interest in and to the Aircraft and the Lease shall continue as a valid and duly perfected first priority security interest and all filing, recording or other action necessary to protect the same shall have been accomplished (or, if such opinion cannot be given at the time of such proposed change in registration because such change in registration is not yet effective, (1) the opinion shall detail what filing, recording or other action is necessary, necessary and (2) the Owner Trustee Trustee, the Owner Participant and the Indenture Trustee shall have received a certificate (which shall be true and correct) from Lessee that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be delivered to the Owner Trustee Trustee, the Owner Participant and the Indenture Trustee on or prior to the effective date of such change in registration). Upon receipt of the foregoing certificate and acceptable opinion, the Owner Participant and the Indenture Trustee will instruct the Owner Trustee to make such change of registration. Lessee shall pay all reasonable costs, expenses, fees, recording and registration taxesTaxes, including the reasonable fees and expenses of counsel to the Owner Trustee, the Owner Participant and the Indenture Trustee, and other charges in connection with any such change in registrationregistration (including without limitation, costs of filing of financing statements and continuation statements under the Uniform Commercial Code of any applicable jurisdiction). The list of countries in which Lessee is permitted to effect a reregistration of the Aircraft in accordance with the procedures of this Section 7(d) is as follows:
Appears in 1 contract
Reregistration. The Owner Participant, the Indenture Trustee, the Pass Through Trustee and each Loan Participant agree that, at any time after the Depreciation Period, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may elect to effect a change in registration of the Aircraft, at Lessee's cost and expense, so long as the country of registry of the Aircraft is a country listed in the last paragraph of this Section 7(d). on Exhibit A. Upon the request of the LesseeLender, the country list in the last paragraph of this Section 7(d) may Exhibit A shall be amended from time to time to include any other country which the Owner Participant and the Indenture Trustee have determined, acting reasonably, would provide substantially equivalent protection for the rights of owner participants, lessors or lenders in similar transactions as provided under the laws of the United States and the states thereof. In order for Lessee to effect a change in the country of registry of the Aircraft, Lessee shall deliver to the Owner Participant, the Owner Trustee (in its individual capacity) and the Indenture Trustee the following:
(I) an Officer's Certificate certifying to the effect that (A) the insurance or self-insurance required by Section 11 of the Lease shall be in full force and effect at the time of such change in registration after giving effect to such change in registration, (B) all indemnities in favor of the Owner Participant, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement) and the Indenture Trustee under any Operative Document afford each such party substantially the same protection as provided prior to such change of registry, (C) the lien of the Trust Indenture in favor of the Trustee will continue as a first priority lien following such change of registry, (D) such change will not result in the imposition of, or increase in the amount of, any Tax for which Lessee is not required to indemnify, or is not then willing to enter into a binding agreement to indemnify, the Owner Participant, the Note Certificate Holders, the Indenture Trustee, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement), the Indenture Trustee or the Trust Estate pursuant to this Agreement or the Tax Indemnity Agreement, and (E) that the new country of registry imposes aircraft maintenance standards not materially less stringent from those of any Permitted Foreign Air Authority; and
(II) a favorable opinion (subject to customary exceptions) of counsel (opinion and counsel reasonably acceptable to the Owner Participant) addressed to the Owner Participant and the Indenture Trustee, from counsel of recognized reputation qualified in the laws of the relevant jurisdiction to the effect that: (A) the obligations of Lessee, and the rights and remedies of the Owner Trustee, under the Lease shall remain valid, binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law); (B) it is not necessary, solely as a consequence of such change in registration and without giving effect to any other activity of the Owner Trustee, the Owner Participant or the Indenture Trustee (or any Affiliate thereof), as the case may be, for the Owner Trustee, the Owner Participant or the Indenture Trustee to register or qualify to do business in such jurisdiction; (C) there is no tort liability of the owner of an aircraft not in possession thereof under the laws of such jurisdiction (it being agreed that, in the event such latter opinion cannot be given in a form satisfactory to the Owner Participant, such opinion shall be waived if insurance reasonably satisfactory to the Owner Participant is provided to cover such risk); (D) unless Lessee shall have agreed to provide insurance covering the risk of requisition of use of such Aircraft by the government of such jurisdiction so long as such Aircraft is registered under the laws of such jurisdiction, the laws of such jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of such Aircraft in the event of the requisition by such government of such use; and (E) after giving effect to such change in registration, the Lien of the Trust Indenture on the Owner Trustee's right, title and interest in and to the Aircraft and the Lease shall continue as a valid and duly perfected first priority security interest and all filing, recording or other action necessary to protect the same shall have been accomplished (or, if such opinion cannot be given at the time of such proposed change in registration because such change in registration is not yet effective, (1) the opinion shall detail what filing, recording or other action is necessary, and (2) the Owner Trustee and the Indenture Trustee shall have received a certificate from Lessee that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be delivered to the Owner Trustee and the Indenture Trustee on or prior to the effective date of such change in registration). Upon receipt of the foregoing certificate and opinion, the Owner Participant and the Indenture Trustee will instruct the Owner Trustee to make such change of registration. Lessee shall pay all reasonable costs, expenses, fees, recording and registration taxes, including the reasonable fees and expenses of counsel to the Owner Trustee, the Owner Participant and the Indenture Trustee, and other charges in connection with any such change in registration. The list of countries in which Lessee is permitted to effect a reregistration of the Aircraft in accordance with the procedures of this Section 7(d) is as follows:.
Appears in 1 contract
Reregistration. The Owner Participant, the Indenture Trustee, the Pass Through Trustee and each Loan Participant agree that, at any time after the Depreciation Period, so long as no Lease Event of Default shall have occurred and be continuing, Lessee Owner may elect to effect a change in registration of the Aircraft, at LesseeOwner's cost and expense, so long as the country of registry of the Aircraft is a country listed in the last paragraph of this Section 7(d). on Exhibit A. Upon the request of the LesseeOwner, the country list in the last paragraph of this Section 7(d) may Exhibit A shall be amended from time to time to include any other country which the Owner Participant and the Indenture Trustee have has determined, acting reasonably, would provide substantially equivalent protection for the rights of owner participants, lessors or lenders in similar transactions as provided under the laws of the United States of America and the states thereof. In order for Lessee Owner to effect a change in the country of registry of the Aircraft, Lessee Owner shall deliver to the Owner Participant, the Owner Trustee (in its individual capacity) and the Indenture Trustee the following:
(I) an Officer's Certificate certifying that (A) the insurance or self-insurance required by Section 11 7.04 of the Lease Indenture shall be in full force and effect at the time of such change in registration after giving effect to such change in registration, (B) all indemnities in favor of the Owner Participant, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement) and the Indenture Trustee under any Operative Document afford each such party the Indenture Trustee substantially the same protection as provided prior to such change of registry, (C) the lien Lien of the Trust Indenture in favor of the Indenture Trustee will continue as a first priority lien following such change of registry, (D) such change will not result in the imposition of, or increase in the amount of, any Tax for which Lessee Owner is not required to indemnify, or is not then willing to enter into a binding agreement to indemnify, the Owner Participant, the Note Holders, Holders or the Indenture Trustee, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement), the Indenture Trustee or the Trust Estate pursuant to this Agreement or the Tax Indemnity Agreement, and (E) that the new country of registry imposes aircraft maintenance standards not materially less stringent different from those of any Permitted Foreign Air Authority; and
(II) a favorable opinion (subject to customary exceptions) of counsel (opinion and counsel reasonably acceptable to the Owner ParticipantIndenture Trustee) addressed to the Owner Participant and the Indenture Trustee, from counsel of recognized reputation qualified in the laws of the relevant jurisdiction to the effect that: (A) the obligations of Lessee, and the rights and remedies of the Owner Trustee, under the Lease shall remain valid, binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law); (B) it is not necessary, solely as a consequence of such change in registration and without giving effect to any other activity of the Owner Trustee, the Owner Participant or the Indenture Trustee (or any Affiliate thereof), as the case may be, ) for the Owner Trustee, the Owner Participant or the Indenture Trustee to register or qualify to do business in such jurisdiction; (C) there is no tort liability of the owner of an aircraft not in possession thereof under the laws of such jurisdiction (it being agreed that, in the event such latter opinion cannot be given in a form satisfactory to the Owner Participant, such opinion shall be waived if insurance reasonably satisfactory to the Owner Participant is provided to cover such risk); (DB) unless Lessee Owner shall have agreed to provide insurance covering the risk of requisition of use of such Aircraft by the government of such jurisdiction so long as such Aircraft is registered under the laws of such jurisdiction, the laws of such jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of such Aircraft in the event of the requisition by such government of such use; and (EC) after giving effect to such change in registration, the Lien of the Trust Indenture on the Owner TrusteeOwner's right, title and interest in and to the Aircraft and the Lease shall continue as a valid and duly perfected first priority security interest and all filing, recording or other action necessary to protect the same shall have been accomplished (or, if such opinion cannot be given at the time of such proposed change in registration because such change in registration is not yet effective, (1) the opinion shall detail what filing, recording or other action is necessary, necessary and (2) the Owner Trustee and the Indenture Trustee shall have received a certificate from Lessee Owner that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be delivered to the Owner Trustee and the Indenture Trustee on or prior to the effective date of such change in registration). Upon receipt of the foregoing certificate and opinion, the Owner Participant and the Indenture Trustee will instruct the Owner Trustee to make such change of registration. Lessee shall pay all reasonable costs, expenses, fees, recording and registration taxes, including the reasonable fees and expenses of counsel to the Owner Trustee, the Owner Participant and the Indenture Trustee, and other charges in connection with any such change in registration. The list of countries in which Lessee is permitted to effect a reregistration of the Aircraft in accordance with the procedures of this Section 7(d) is as follows:.
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Reregistration. The Owner Participant, the Indenture Trustee, the Pass Through Trustee and each Loan Participant agree that, at any time after the Depreciation Period, so long as no Lease Event of Default shall have occurred and be continuing, Lessee Owner may elect to effect a change in registration of the Aircraft, at LesseeOwner's cost and expense, so long as the country of registry of the Aircraft is a country listed in the last paragraph of this Section 7(d). on Exhibit A. Upon the request of the Lessee, the country list in the last paragraph of this Section 7(d) may Exhibit A shall be amended from time to time to include any other country which the Owner Participant and the Indenture Trustee have determined, acting reasonably, would provide substantially equivalent protection for the rights of owner participants, lessors or lenders in similar transactions as provided under the laws of the United States of America and the states thereof. In order for Lessee Owner to effect a change in the country of registry of the Aircraft, Lessee Owner shall deliver to the Owner Participant, the Owner Trustee (in its individual capacity) and the Indenture Trustee the following:
(I) an Officer's Certificate certifying to the effect that (A) the insurance or self-insurance required by Section 11 of the Lease 7.04 shall be in full force and effect at the time of such change in registration after giving effect to such change in registration, (B) all indemnities in favor of the Owner Participant, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement) and the Indenture Trustee under any Operative Document afford each such party substantially the same protection as provided prior to such change of registry, (C) the lien Lien of the Trust Indenture in favor of the Indenture Trustee will continue as a first priority lien following such change of registry, (D) such change will not result in the imposition of, or increase in the amount of, any Tax for which Lessee Owner is not required to indemnify, or is not then willing to enter into a binding agreement to indemnify, the Owner Participant, the Note Holders, Certificate Holders or the Indenture Trustee, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement), the Indenture Trustee or the Trust Estate pursuant to this Agreement or the Tax Indemnity Agreement, and (E) that the new country of registry imposes aircraft maintenance standards not materially less stringent different from those of any Permitted Foreign Air Authority; and
(II) a favorable opinion (subject to customary exceptions) of counsel (opinion and counsel reasonably acceptable to the Owner ParticipantIndenture Trustee) addressed to the Owner Participant and the Indenture Trustee, from counsel of recognized reputation qualified in the laws of the relevant jurisdiction to the effect that: (A) the obligations of Lessee, and the rights and remedies of the Owner Trustee, under the Lease shall remain valid, binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law); (B) it is not necessary, solely as a consequence of such change in registration and without giving effect to any other activity of the Owner Trustee, the Owner Participant or the Indenture Trustee (or any Affiliate thereof), as the case may be, ) for the Owner Trustee, the Owner Participant or the Indenture Trustee to register or qualify to do business in such jurisdiction; (CB) there is no tort liability of the owner Owner of an aircraft not in possession thereof under the laws of such jurisdiction (it being agreed that, in the event such latter opinion cannot be given in a form satisfactory to the Owner ParticipantIndenture Trustee, such opinion shall be waived if insurance reasonably satisfactory to the Owner Participant Indenture Trustee is provided to cover such risk); (DC) unless Lessee Owner shall have agreed to provide insurance covering the risk of requisition of use of such Aircraft by the government of such jurisdiction so long as such Aircraft is registered under the laws of such jurisdiction, the laws of such jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of such Aircraft in the event of the requisition by such government of such use; and (ED) after giving effect to such change in registration, the Lien of the Trust Indenture on the Owner TrusteeOwner's right, title and interest in and to the Aircraft and the Lease shall continue as a valid and duly perfected first priority security interest and all filing, recording or other action necessary to protect the same shall have been accomplished (or, if such opinion cannot be given at the time of such proposed change in registration because such change in registration is not yet effective, (1) the opinion shall detail what filing, recording or other action is necessary, and (2) the Owner Trustee and the Indenture Trustee shall have received a certificate from Lessee Owner that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be delivered to the Owner Trustee and the Indenture Trustee on or prior to the effective date of such change in registration). Upon receipt of the foregoing certificate and opinion, the Owner Participant and the Indenture Trustee will instruct the Owner Trustee to make such change of registration. Lessee shall pay all reasonable costs, expenses, fees, recording and registration taxes, including the reasonable fees and expenses of counsel to the Owner Trustee, the Owner Participant and the Indenture Trustee, and other charges in connection with any such change in registration. The list of countries in which Lessee is permitted to effect a reregistration of the Aircraft in accordance with the procedures of this Section 7(d) is as follows:.
Appears in 1 contract
Reregistration. The Owner Participant, the Indenture Trustee, the Pass Through Trustee and each Loan Participant agree that, at any time after the Depreciation Period, so long as no Lease Event of Default shall have occurred and be continuing, Lessee Owner may elect to effect a change in registration of the Aircraft, at LesseeOwner's cost and expense, so long as the country of registry of the Aircraft is a country listed in the last paragraph of this Section 7(d). on Exhibit A. Upon the request of the LesseeOwner, the country list in the last paragraph of this Section 7(d) may Exhibit A shall be amended from time to time to include any other country which the Owner Participant and the Indenture Trustee have has determined, acting reasonably, would provide substantially equivalent protection for the rights of owner participants, lessors or lenders in similar transactions as provided under the laws of the United States of America and the states thereof. In order for Lessee Owner to effect a change in the country of registry of the Aircraft, Lessee Owner shall deliver to the Owner Participant, the Owner Trustee (in its individual capacity) and the Indenture Trustee the following:
(I) an Officer's Certificate certifying that (A) the insurance or self-insurance required by Section 11 7.04 of the Lease Indenture shall be in full force and effect at the time of such change in registration after giving effect to such change in registration, (B) all indemnities in favor of the Owner Participant, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement) and the Indenture Trustee under any Operative Document afford each such party the Indenture Trustee substantially the same protection as provided prior to such change of registry, (C) the lien Lien of the Trust Indenture in favor of the Indenture Trustee will continue as a first priority lien following such change of registry, (D) such change will not result in the imposition of, or increase in the amount of, any Tax for which Lessee Owner is not required to indemnify, or is not then willing to enter into a binding agreement to indemnify, the Owner Participant, the Note Holders, Holders or the Indenture Trustee, the Owner Trustee (in its individual capacity and as trustee under the Trust Agreement), the Indenture Trustee or the Trust Estate pursuant to this Agreement or the Tax Indemnity Agreement, and (E) that the new country of registry imposes aircraft maintenance standards not materially less stringent different from those of any Permitted Foreign Air Authority; and
(II) a favorable opinion (subject to customary exceptions) of counsel (opinion and counsel reasonably acceptable to the Owner ParticipantIndenture Trustee) addressed to the Owner Participant and the Indenture Trustee, from counsel of recognized reputation qualified in the laws of the relevant jurisdiction to the effect that: (A) the obligations of Lessee, and the rights and remedies of the Owner Trustee, under the Lease shall remain valid, binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction would refer as the applicable governing law); (B) it is not necessary, solely as a consequence of such change in registration and without giving effect to any other activity of the Owner Trustee, the Owner Participant or the Indenture Trustee (or any Affiliate thereof), as the case may be, ) for the Owner Trustee, the Owner Participant or the Indenture Trustee to register or qualify to do business in such jurisdiction; (C) there is no tort liability of the owner of an aircraft not in possession thereof under the laws of such jurisdiction (it being agreed that, in the event such latter opinion cannot be given in a form satisfactory to the Owner Participant, such opinion shall be waived if insurance reasonably satisfactory to the Owner Participant is provided to cover such risk); (DB) unless Lessee Owner shall have agreed to provide insurance covering the risk of requisition of use of such Aircraft by the government of such jurisdiction so long as such Aircraft is registered under the laws of such jurisdiction, the laws of such jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use of such Aircraft in the event of the requisition by such government of such use; and (EC) after giving effect to such change in registration, the Lien of the Trust Indenture on the Owner TrusteeOwner's right, title and interest in and to the Aircraft and the Lease shall continue as a valid and duly perfected first priority security interest and all filing, recording or other action necessary to protect the same shall have been accomplished (or, if such opinion cannot be given at the time of such proposed change in registration because such change in registration is not yet effective, (1) the opinion shall detail what filing, recording or other action is necessary, and (2) the Owner Trustee and the Indenture Trustee shall have received a certificate from Lessee Owner that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be delivered to the Owner Trustee and the Indenture Trustee on or prior to the effective date of such change in registration). Upon receipt of the foregoing certificate and opinion, the Owner Participant and the Indenture Trustee will instruct the Owner Trustee to make such change of registration. Lessee shall pay all reasonable costs, expenses, fees, recording and registration taxes, including the reasonable fees and expenses of counsel to the Owner Trustee, the Owner Participant and the Indenture Trustee, and other charges in connection with any such change in registration. The list of countries in which Lessee is permitted to effect a reregistration of the Aircraft in accordance with the procedures of this Section 7(d) is as follows:.
Appears in 1 contract
