Common use of Statements to Holders Clause in Contracts

Statements to Holders. (a) The Issuer shall cause the Cash Manager to deliver to the Trustee, the Manager and the Board, and the Trustee shall (or shall instruct any Paying Agent to) distribute or make available to each Holder (including any beneficial holders with respect to the owners of Beneficial Interests by delivery to the Depositary), the Policy Provider, the Initial Liquidity Facility Provider and each Rating Agency (any such distribution, a “Trustee Report Distribution”), on the second Business Day before each Payment Date and on any other date for distribution of any payments with respect to each subclass of Notes then outstanding, a monthly report, substantially in the form attached as Exhibit D hereto prepared by the Cash Manager (after consultation with the Manager) and setting forth the information described therein after giving effect to such payment (each, a “Monthly Report”). Each Monthly Report provided for each March, June, September and December shall be accompanied by a report including (i) a statement setting forth an analysis of the Collections Account activity for the preceding fiscal quarter ended March, June, September and December, respectively, (ii) a discussion and analysis of such activity and of any significant developments affecting the Issuer Group in such quarter and (iii) an updated description of the Aircraft then in the Portfolio and the related Lessees (each, a “Quarterly Report”). Each Monthly Report provided for each June shall be accompanied by a report including (x) a statement setting forth an analysis of the Collections Account activity for the preceding fiscal year ended December 31, (y) a discussion and analysis of such activity and of any significant developments affecting the Issuer Group in such year and (z) updated information with respect to the Aircraft then in the Portfolio (each, an “Annual Report”). Each Annual Report shall include audited consolidated financial statements of the Issuer Group and shall contain a comparison to the Issuer’s performance to the assumptions in the Offering Memorandum. Each Quarterly Report and Annual Report shall also contain a quarterly or annual, as the case may be, statement of (a) the Aircraft on ground distinguishing between those on ground due to any repossessions and those subject to re-marketing for re-leasing and (b) a comparison of actual versus expected payment results. The Trustee shall deliver a copy of, or make available via a website, each Quarterly Report and Annual Report to any Holder or other Secured Party who requests a copy thereof. (b) The Issuer shall cause the Manager to deliver, after the end of each calendar year but not later than the latest date permitted by law, to the Trustee, the Policy Provider, the Initial Liquidity Facility Provider and the Board, and the Trustee shall (or shall instruct any Paying Agent to) furnish to each Person who at any time during such calendar year was a Holder of any subclass of Notes during such calendar year, a statement prepared by the Cash Manager (after consultation with the Manager) containing the sum of the amounts determined pursuant to Exhibit D hereto with respect to the subclass of Notes for such calendar year or, in the event such Person was a Holder of any subclass during only a portion of such calendar year, for the applicable portion of such calendar year, and such other items as are readily available to the Cash Manager (after consultation with the Manager) and which a Holder shall reasonably request as necessary for the purpose of such Holder’s preparation of its U.S. federal income or other tax returns. So long as any of the Notes are Global Notes held by the Depositary, such report and such other items will be prepared on the basis of such information supplied to the Cash Manager by the Depositary, and will be delivered by the Trustee, when received from the Cash Manager, to the Depositary and the applicable beneficial owners in the manner described above. In the event that any such information has been provided by any Paying Agent directly to such Person through other tax-related reports or otherwise, the Trustee in its capacity as Paying Agent shall not be obligated to comply with such request for information. (c) The Issuer shall cause a copy of each statement, report or document described in Section 2.14(a) and Section 6.11 to be concurrently delivered by the Cash Manager to each Rating Agency and the Manager. (d) At such time, if any, as the Notes of any subclass are issued in the form of Definitive Notes, the Trustee shall prepare and deliver the information described in Section 2.14(b) to each Holder of a Definitive Note of such subclass for the relevant period of ownership of such Definitive Note as appears on the records of the Registrar. (e) Following each Payment Date and any other date specified herein for distribution of any payments with respect to the Notes and prior to a Refinancing or Redemption, the Trustee shall cause notice thereof to be given (i) by either of (A) publication by the Irish Paying Agent in the Irish Times or, if such newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Trustee shall approve having a general circulation in Europe or (B) by way of announcement by the Irish Listing Agent at the Companies Announcement office at the Irish Stock Exchange, (ii) by either of (A) the information contained in such notice appearing on the relevant page of the Reuters Screen or such other medium for the electronic display of data as may be approved by the Trustee and notified to Holders or (B) publication in the Financial Times (European Edition) and The Wall Street Journal (National Edition) or, if either newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Trustee shall approve having a general circulation in Europe and the United States and (iii) so long as such Notes are registered with the Depositary, Euroclear and/or Clearstream, and so long as such Notes are listed on the Irish Stock Exchange and traded on the Irish Stock Exchange and the rules of such exchange so permit as advised by the Listing Agent, delivery of the relevant notice to the Depositary, Euroclear and/or Clearstream for communication by them to Holders of such subclass. Notwithstanding the above, any notice to the Holders of any class or subclass of Floating Rate Notes specifying an interest rate for such Notes, any Payment Date, any principal payment or any payment of premium, if any, shall be validly given by delivery of the relevant notice to the Depositary, Euroclear and/or Clearstream for communication by them to such Holders, without the need for publication in the Irish Times, and shall be promptly delivered to the Listing Agent and made available at the offices of the Irish Paying Agent and the Irish Stock Exchange (other than notices required to be delivered by the Cash Manager under the Related Documents). Any such notice shall be deemed to have been given on the first day on which any of such conditions shall have been met. (f) The Trustee shall be at liberty to sanction some other method of giving notice to the Holders of any subclass if, in its opinion, such other method is reasonable, having regard to the number and identity of the Holders of such subclass and/or to market practice then prevailing, is in the best interests of the Holders of such subclass and will comply with the rules of the Irish Stock Exchange for so long as such Notes are listed on the Irish Stock Exchange and traded on the Irish Stock Exchange or such other stock exchange (if any) on which the Notes of such subclass are then listed, and any such notice shall be deemed to have been given on such date as the Trustee may approve; provided that notice of such method is given to the Holders of such subclass in such manner as the Trustee shall require.

Appears in 1 contract

Samples: Trust Indenture (Genesis Lease LTD)

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Statements to Holders. (a) The Issuer shall cause the Cash Manager Administrative Agent to deliver to the Trustee, the Cash Manager and the BoardDirectors, and the Trustee shall (or shall instruct any Paying Agent to) distribute or make available to each Holder (including any beneficial holders with respect to the owners of Beneficial Interests Global Notes by delivery to the Depositary), the Policy Liquidity Facility Provider, the Initial Liquidity Facility Provider and each Hedge Provider, each Rating Agency and Intex Solutions, Inc. (any such distribution, a “Trustee Report Distribution”), on the second Business Day before each Payment Date and on any other date for distribution of any payments with respect to each subclass of Notes then outstanding, a monthly report, substantially in the form attached as Exhibit D E hereto prepared by the Cash Manager (after consultation with the Manager) Administrative Agent and setting forth the information described therein after giving effect to such payment (each, a “Monthly Report”). Each The annual Appraisals delivered to the Trustee pursuant to Section 5.03(c) will be reflected in the first Monthly Report provided for each Marchfollowing such delivery. By the 15th day of February, JuneMay, September August and December November, the Administrative Agent shall be accompanied by distribute to the Trustee, who shall on the next Payment Date make a Trustee Report Distribution of, a report including (i) a statement setting forth an analysis of the Collections Account activity for the preceding fiscal quarter ended MarchMarch 31, JuneJune 30, September 30 and DecemberDecember 31, respectively, (ii) to the extent necessary, a discussion and analysis of such activity and of any significant developments affecting the Issuer Group in such quarter and (iii) an updated description of the Aircraft then in the Portfolio and the related Lessees (each, a “Quarterly Report”). Each Monthly On or prior to June 30 of each year, commencing in 2014, the Administrative Agent shall distribute to the Trustee, who shall on the next Payment Date make a Trustee Report provided for each June shall be accompanied by Distribution of, a report including (x) a statement setting forth an analysis of the Collections Account activity for the preceding fiscal year ended December 31, (y) a discussion and analysis of such activity and of any significant developments affecting the Issuer Group in such year and (z) updated information with respect to the Aircraft then in the Portfolio (each, an “Annual Report”). Each Annual Report shall include audited consolidated financial statements of the Issuer Group and shall contain a comparison to the Issuer’s performance to the assumptions in the Offering MemorandumGroup. Each Quarterly Report and Annual Report shall also contain a quarterly or annual, as the case may be, statement of (a) the Aircraft on ground distinguishing between those on ground due to any repossessions and those subject to re-marketing for re-leasing and (b) a comparison of actual versus expected payment results. The Trustee shall deliver a copy of, or make available via a website, each Quarterly Report and Annual Report to any Holder or other Secured Party who requests a copy thereof. (b) The Issuer shall cause the Manager Administrative Agent to deliver, after the end of each calendar year but not later than the latest date permitted by law, to the Trustee, the Policy ProviderCash Manager, the Initial Liquidity Facility Provider and the BoardDirectors, and the Trustee shall (or shall instruct any Paying Agent to) furnish to each Person who at any time during such calendar year was a Holder of any subclass of Notes during such calendar year, a statement prepared by the Cash Manager (after consultation with the Manager) Administrative Agent containing the sum of the amounts determined pursuant to Exhibit D E hereto with respect to the subclass of Notes for such calendar year or, in the event such Person was a Holder of any subclass during only a portion of such calendar year, for the applicable portion of such calendar year, and such other items as are readily available to the Cash Manager (after consultation with the Manager) Administrative Agent and which a Holder shall reasonably request as necessary for the purpose of such Holder’s preparation of its U.S. federal income or other tax returns. So long as any of the Notes are Global Notes held by the DepositaryNotes, such report and such other items will be prepared on the basis of such information supplied to the Cash Manager Administrative Agent by the DepositaryTrustee, and will be delivered available for forwarding by the Trustee, when received from the Cash Manager, Trustee to the Depositary and the applicable beneficial owners in the manner described above. In the event that any such information has been provided by any Paying Agent directly to such Person through other tax-related reports or otherwise, the Trustee in its capacity as Paying Agent shall not be obligated to comply with such request for information. (c) The Issuer shall cause a copy of each statement, report or document described in Section 2.14(a2.15(a) and Section 6.11 to be concurrently delivered by the Cash Manager Administrative Agent to each Rating Agency and the ManagerServicer and for so long as any Notes are admitted to listing on the Official List of the Irish Stock Exchange and trading on the Global Exchange Market, the Issuer shall cause the audited financial statements of the Issuer to be filed with the Irish Stock Exchange. (d) At such time, if any, as the Notes of any subclass are issued in the form of Definitive Notes, the Trustee shall prepare and deliver the information described in Section 2.14(b2.15(b) to each Holder of a Definitive Note of such subclass for the relevant period of ownership of such Definitive Note as appears on the records of the Registrar. (e) Following each Payment Date and any other date specified herein for distribution of any payments with respect to the Notes and prior to a Refinancing or Redemption, the Trustee shall cause notice thereof to be given (i) by either of (A) publication by the Irish Paying Agent in the Irish Times or, if such newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Trustee shall approve having a general circulation in Europe or (B) by way of announcement by the Irish Listing Agent at the Companies Announcement office at the Irish Stock Exchange, (ii) by either of (A) the information contained in such notice appearing on the relevant page of the Reuters Screen or such other medium for the electronic display of data as may be approved by the Trustee and notified to Holders or (B) publication in the Financial Times (European Edition) and The Wall Street Journal (National Edition) or, if either newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Trustee shall approve having a general circulation in Europe and the United States and (iiiii) so as long as such Global Notes are registered with held through the facilities of the Depositary, Euroclear and/or Clearstream, and so long as such Notes are listed admitted to listing on the Official List of the Irish Stock Exchange and traded to trading on the Irish Stock Global Exchange Market and the rules of such exchange so permit as advised by the Listing Agent, delivery of the relevant notice to the Depositary, Euroclear and/or Clearstream for communication by them to Holders the beneficial owners of the Global Notes of such subclass. Notwithstanding the above, any notice to the Holders of any class or subclass of Floating Rate Notes specifying an interest rate for such Notes, any Payment Date, any principal payment or any payment of premium, if any, shall be validly given by delivery of the relevant notice to the Depositary, Euroclear and/or Clearstream for communication by them to such Holders, without the need for publication in the Irish Times, and shall be promptly delivered to the Listing Agent and made available at for delivery on the offices Issuer’s behalf to the Companies Announcements Office of the Irish Paying Agent and the Irish Stock Exchange (other than notices required to be delivered by the Administrative Agent or the Cash Manager under the Related Documents). Any such notice shall be deemed to have been given on the first day on which any of such conditions shall have been met. (f) The Trustee shall be at liberty to sanction some other method of giving notice to the Holders of any subclass if, in its opinion, such other method is reasonable, having regard to the number and identity of the Holders of such subclass and/or to market practice then prevailing, is in the best interests of the Holders of such subclass and will comply with the rules of the Irish Stock Global Exchange for so long Market as such Notes are listed on confirmed by the Irish Stock Exchange and traded on the Irish Stock Exchange Listing Agent or such other stock exchange (if any) on which the Notes of such subclass are then listed, and any such notice shall be deemed to have been given on such date as the Trustee may approve; provided that notice of such method is given to the Holders of such subclass in such manner as the Trustee shall require.

Appears in 1 contract

Samples: Trust Indenture (Avolon Holdings LTD)

Statements to Holders. (a) The Issuer shall cause the Cash Manager Administrative Agent to deliver to the Trustee, the Cash Manager and the Board, and the Trustee shall (or shall instruct any Paying Agent to) distribute or make available to each Holder (including any beneficial holders with respect to the owners of Beneficial Interests by delivery to the Depositary), the Policy Provider, the Initial Liquidity Facility Provider and each Rating Agency (any such distribution, a “Trustee Report Distribution”), on the second Business Day before each Payment Date and on any other date for distribution of any payments with respect to each subclass of Notes then outstanding, a monthly report, substantially in the form attached as Exhibit D hereto prepared by the Cash Manager Administrative Agent (after consultation with the Cash Manager) and setting forth the information described therein after giving effect to such payment (each, a “Monthly Report”). Each Monthly Report provided for each March, June, September and December shall be accompanied by a report prepared by the Administrative Agent including (i) a statement setting forth an analysis of the Collections Account activity for the preceding fiscal quarter ended December, March, June, September June and DecemberSeptember, respectively, (ii) a discussion and analysis of such activity and of any significant developments affecting the Issuer Group in such quarter and (iii) an updated description of the Aircraft then in the Portfolio and the related Lessees (each, a “Quarterly Report”). Each Monthly Report provided for each June shall be accompanied by a report including (xA) a statement setting forth an analysis of the Collections Account activity for the preceding fiscal year ended December 31, (yB) a discussion and analysis of such activity and of any significant developments affecting the Issuer Group in such year and (zC) updated information with respect to the Aircraft then in the Portfolio (each, an “Annual Report”). Each Annual Report shall include audited consolidated financial statements of the Issuer Group (which may be in the form of consolidating statements included as part of the audited consolidated financial statements of Xxxxxxx & Xxxxx Air Limited) and shall contain a comparison to the Issuer’s performance to the assumptions in the Offering Memorandum. Each Quarterly Report and Annual Report shall also contain a quarterly or annual, as the case may be, statement of (a) the Aircraft on ground distinguishing between those on ground due to any repossessions and those subject to re-marketing for re-leasing and (b) a comparison of actual versus expected payment resultsleasing. The Trustee shall deliver a copy of, or make available via a website, each Quarterly Report and Annual Report to any Holder or other Secured Party who requests a copy thereof. (b) The Issuer shall cause the Manager Administrative Agent to deliver, after the end of each calendar year but not later than the latest date permitted by law, to the Trustee, the Policy Provider, the Initial Liquidity Facility Provider and the Board, and the Trustee shall (or shall instruct any Paying Agent to) furnish to each Person who at any time during such calendar year was a Holder of any subclass of Notes during such calendar year, a statement prepared by the Cash Manager (after consultation with the ManagerAdministrative Agent) containing the sum of the amounts determined pursuant to Exhibit D hereto with respect to the subclass of Notes for such calendar year or, in the event such Person was a Holder of any subclass during only a portion of such calendar year, for the applicable portion of such calendar year, and such other items as are readily available to the Cash Manager (after consultation with the ManagerAdministrative Agent) and which a Holder shall reasonably request as necessary for the purpose of such Holder’s preparation of its U.S. federal income or other tax returns. So long as any of the Notes are Global Notes held by the Depositary, such report and such other items will be prepared on the basis of such information supplied to the Cash Manager by the Depositary, and will be delivered by the Trustee, when received from the Cash Manager, to the Depositary and the applicable beneficial owners in the manner described above. In the event that any such information has been provided by any Paying Agent directly to such Person through other tax-related reports or otherwise, the Trustee in its capacity as Paying Agent shall not be obligated to comply with such request for information. (c) The Issuer shall cause a copy of each statement, report or document described in Section 2.14(a) and Section 6.11 to be concurrently delivered by the Cash Manager to each Rating Agency and the ManagerAdministrative Agent. (d) At such time, if any, as the Notes of any subclass are issued in the form of Definitive Notes, the Trustee shall prepare and deliver the information described in Section 2.14(b) to each Holder of a Definitive Note of such subclass for the relevant period of ownership of such Definitive Note as appears on the records of the Registrar. (e) Following each Payment Date and any other date specified herein for distribution of any payments with respect to the Notes and prior to a Refinancing or Redemption, the Trustee shall cause notice thereof to be given (i) by either of (A) publication by the Irish Paying Agent in the Irish Times or, if such newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Trustee shall approve having a general circulation in Europe or (B) by way of announcement by the Irish Listing Agent at the Companies Announcement office at the Irish Stock Exchange, (ii) by either of (A) the information contained in such notice appearing on the relevant page of the Reuters Screen or such other medium for the electronic display of data as may be approved by the Trustee and notified to Holders or (B) publication in the Financial Times (European Edition) and The Wall Street Journal (National Edition) or, if either newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Trustee shall approve having a general circulation in Europe and the United States of America and (iii) so long as such Notes are registered with the Depositary, Euroclear and/or Clearstream, and so long as such Notes are listed on the Irish Stock Exchange and traded on the Irish Stock Exchange and the rules of such exchange so permit as advised by the Listing Agent, delivery of the relevant notice to the Depositary, Euroclear and/or Clearstream for communication by them to Holders of such subclass. Notwithstanding the above, any notice to the Holders of any class or subclass of Floating Rate Notes specifying an interest rate for such Notes, any Payment Date, any principal payment or any payment of premium, if any, shall be validly given by delivery of the relevant notice to the Depositary, Euroclear and/or Clearstream for communication by them to such Holders, without the need for publication in the Irish Times, and shall be promptly delivered to the Listing Agent and made available at the offices of the Irish Paying Agent and the Irish Stock Exchange (other than notices required to be delivered by the Cash Manager under the Related Documents). Any such notice shall be deemed to have been given on the first day on which any of such conditions shall have been met. (f) The Trustee shall be at liberty to sanction some other method of giving notice to the Holders of any subclass if, in its opinion, such other method is reasonable, having regard to the number and identity of the Holders of such subclass and/or to market practice then prevailing, is in the best interests of the Holders of such subclass and will comply with the rules of the Irish Stock Exchange for so long as such Notes are listed on the Irish Stock Exchange and traded on the Irish Stock Exchange or such other stock exchange (if any) on which the Notes of such subclass are then listed, and any such notice shall be deemed to have been given on such date as the Trustee may approve; provided that notice of such method is given to the Holders of such subclass in such manner as the Trustee shall require.

Appears in 1 contract

Samples: Trust Indenture (Babcock & Brown Air LTD)

Statements to Holders. (a) The Issuer On the second Business Day before each Payment Date, the Issuers shall cause the Cash Manager Administrative Agent to deliver to the Pass Through Trustee, the Manager Trustees, the Cash Manager, the Directors and the BoardPolicy Provider, and the Trustee Trustees shall (or shall instruct any Paying Agent to) promptly thereafter distribute or make available to each Holder (including any beneficial holders of record with respect to the owners of Beneficial Interests by delivery to the Depositary)such Payment Date, the Policy Provider, the Initial Liquidity Credit Facility Provider and each Rating Agency (any such distributionAgency, a “Trustee Report Distribution”), on the second Business Day before each Payment Date and on any other date for distribution of any payments with respect to each subclass of Notes then outstanding, a monthly report, substantially in the form attached as Exhibit D E hereto prepared by the Cash Manager (after consultation with the Manager) Administrative Agent and setting forth the information described therein after giving effect to such payment (each, a “Monthly Report”)) in respect of the Calculation Date immediately preceding such Payment Date and the month then ended. Each Monthly Report provided to the Pass Through Trustee, the Trustees, Directors, the Policy Provider, the Initial Credit Facility Provider and each Rating Agency for each MarchMay, June, September August and December November shall be accompanied by a report including (i) a statement setting forth an analysis of the Collections Account activity for the preceding fiscal quarter ended on the Calculation Date occurring in the immediately preceding March, June, September June and DecemberSeptember, respectively, (ii) a discussion and analysis of such activity and of any significant developments affecting the Issuer ACS Group in such quarter and (iii) an updated description of the ACS Group Aircraft then in the ACS Group Portfolio and the related Lessees as of the end of such quarter (each, a “Quarterly Report”). Each Monthly Report provided to the Pass Through Trustee, the Trustees, Directors, the Policy Provider, the Initial Credit Facility Provider and each Rating Agency for each June April shall be accompanied by a report including (x) a statement setting forth an analysis of the Collections Account activity for the preceding fiscal year ended December 31on the Calculation Date occurring in the immediately preceding January, (y) a discussion and analysis of such activity and of any significant developments affecting the Issuer ACS Group in such year and (z) updated information with respect to the ACS Group Aircraft then in the ACS Group Portfolio as of the end of such year (each, an “Annual Report”). Each Annual Report shall include audited consolidated financial statements of the Issuer Group and shall contain a comparison to the Issuer’s performance to the assumptions in the Offering Memorandum. Each Quarterly Report and Annual Report shall also contain a quarterly or annualReport, as the case may be, statement shall contain a listing of (a) the ACS Group Aircraft on ground distinguishing between those on ground due that are not subject to any repossessions and those subject to re-marketing for re-leasing and (b) a comparison of actual versus expected payment resultsACS Group Lease. The Trustee Trustees shall deliver a copy of, or make available via a website, each Quarterly Report and Annual Report to any Holder or other Secured Party who requests a copy thereof. (b) The Issuer shall cause the Manager to deliver, after After the end of each calendar year but not later than the latest date permitted by law, the Issuer shall cause the Administrative Agent to deliver to the Trustee, the Cash Manager, the Policy Provider, the Initial Liquidity Credit Facility Provider and the BoardDirectors, and the Trustee shall (or shall instruct any Paying Agent to) furnish to each Person who at any time during such calendar year was a Holder of record of any subclass of Notes during such calendar year, Securities a statement prepared by the Cash Manager (after consultation with the Manager) Administrative Agent containing the sum of the amounts determined pursuant to Exhibit D E hereto with respect to the subclass of Notes Securities for such calendar year or, in the event such Person was a Holder of record of any subclass during only a portion of such calendar year, for the applicable portion of such calendar year, and such other items as are readily available to the Cash Manager (after consultation with the Manager) Administrative Agent and which a Holder shall reasonably request as necessary for the purpose of such Holder’s preparation of its U.S. federal income or other tax returns. So long as any of the Notes are Global Notes held by the Depositary, such report and such other items will be prepared on the basis of such information supplied to the Cash Manager by the Depositary, and will be delivered by the Trustee, when received from the Cash Manager, to the Depositary and the applicable beneficial owners in the manner described above. In the event that any such information has been provided by any Paying Agent directly to such Person through other tax-related reports or otherwise, the Trustee in its capacity as Paying Agent shall not be obligated to comply with such request for information. (c) The Issuer shall cause a copy of each statement, report or document described in Section 2.14(a2.15(a) and Section 6.11 above to be concurrently delivered by the Cash Manager Administrative Agent to the Listing Agent, on behalf of the Alternative Securities Market of the Irish Stock Exchange, each Rating Agency and the ManagerIrish Remarketing Servicer. (d) At such time, if any, as the Notes of any subclass are issued in the form of Definitive Notes, the The Trustee shall prepare and deliver forward the information described in furnished pursuant to Section 2.14(b) 2.15 to each Holder of a Definitive Note record of each Security of such subclass for the relevant period of ownership of such Definitive Note Security as appears on the records of the Registrar. (e) Following each Payment Date and any other date specified herein for distribution of any payments with respect to the Notes and prior Prior to a Refinancing or Redemption, the Trustee shall cause notice thereof to be given (i) by either of (A) publication by the Irish Paying Agent in the Irish Times or, if such newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Trustee shall approve having a general circulation in Europe or (B) by way of announcement by the Irish Listing Agent at the Companies Announcement office at the Irish Stock Exchange, (ii) Exchange and by either of (A) the information contained in such notice appearing on the relevant page of the Reuters Screen or such other medium for the electronic display of data as may be approved by the Trustee and notified to Holders or (B) publication in the Financial Times (European Edition) and The Wall Street Journal (National Edition) or, if either newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Trustee shall approve having a general circulation in Europe and the United States and (iii) so long as such Notes are registered States, with the Depositary, Euroclear and/or Clearstream, and so long as such Notes are listed on the Irish Stock Exchange and traded on the Irish Stock Exchange and the rules of such exchange so permit as advised by the Listing Agent, delivery of the relevant notice to the Depositary, Euroclear and/or Clearstream for communication by them to Holders of such subclass. Notwithstanding the above, any notice to the Holders of any class or subclass of Floating Rate Notes specifying an interest rate for such Notes, any Payment Date, any principal payment or any payment of premium, if any, shall be validly given by delivery of the relevant notice to the Depositary, Euroclear and/or Clearstream for communication by them to such Holders, without the need for no further publication in the Irish Times, and shall be promptly delivered to the Listing Agent and made available at the offices of the Irish Paying Agent and the Irish Stock Exchange (other than notices required to be delivered by the Cash Manager under the Related Documents). Any such notice shall be deemed to have been given on the first day on which any of such conditions shall have been metrequirement. (f) Notices referred to in this Section 2.15 to Holders of the Class E Securities generally will only be made by the Trustee directly to the registered holders thereof by any of the methods referred to in Section 13.05 hereof. (g) The Trustee shall be at liberty to sanction some other method of giving notice to the Holders of any subclass if, in its opinion, such other method is reasonable, having regard to the number and identity of the Holders of such subclass and/or to market practice then prevailing, is in the best interests of the Holders of such subclass and will comply with the rules of the Irish Stock Exchange for so long as such Notes are listed on Alternative Securities Market of the Irish Stock Exchange and traded on as confirmed by the Irish Stock Exchange Listing Agent or such other stock exchange (if any) on which the Notes Securities of such subclass are then listed, and any such notice shall be deemed to have been given on such date as the Trustee may approve; provided that notice of such method is given to the Holders of such subclass in such manner as the Trustee shall require with no further publication requirement. (h) Notwithstanding the above, any notice specifying the rate, amount or Payment Date in respect of the Securities of any subclass bearing interest at a floating rate or in respect of any repayment of principal on any Securities shall, for so long as such Securities (for the avoidance of doubt, not including the Class E Securities) are listed on the Alternative Securities Market of the Irish Stock Exchange and so long as the rules of the Alternative Securities Market of the Irish Stock Exchange so require, be given to the Listing Agent by the Irish Paying Agent; provided that any notice specifying redemption of principal of any Securities must be published by the Irish Paying Agent in the Irish Times or another daily newspaper of general circulation in Ireland or by way of announcement by the Irish Listing Agent at the Companies Announcement Office at the Irish Stock Exchange. Any such notice or announcement, as the case may be, shall be deemed to have been given on the first day on which any of such conditions shall have been met.

Appears in 1 contract

Samples: Trust Indenture (Aircastle LTD)

Statements to Holders. (a) The Issuer On the second Business Day before each Payment Date, the Issuers shall cause the Cash Manager Administrative Agent to deliver to the Pass Through Trustee, the Manager Trustees, the Cash Manager, the Directors and the BoardPolicy Provider, and the Trustee shall (or shall instruct any Paying Agent to) promptly thereafter distribute or make available to each Holder (including any beneficial holders of record with respect to the owners of Beneficial Interests by delivery to the Depositary)such Payment Date, the Policy Provider, the Initial Liquidity Credit Facility Provider and each Rating Agency (any such distributionAgency, a “Trustee Report Distribution”), on the second Business Day before each Payment Date and on any other date for distribution of any payments with respect to each subclass of Notes then outstanding, a monthly report, substantially in the form attached as Exhibit D E hereto prepared by the Cash Manager (after consultation with the Manager) Administrative Agent and setting forth the information described therein after giving effect to such payment (each, a "Monthly Report”)") in respect of the Calculation Date immediately preceding such Payment Date and the month then ended. Each Monthly Report provided to the Pass Through Trustee, the Trustees, Directors, the Policy Provider, the Initial Credit Facility Provider and each Rating Agency for each MarchMay, June, September August and December November shall be accompanied by a report including (i) a statement setting forth an analysis of the Collections Account activity for the preceding fiscal quarter ended on the Calculation Date occurring in the immediately preceding March, June, September June and DecemberSeptember, respectively, (ii) a discussion and analysis of such activity and of any significant developments affecting the Issuer ACS Group in such quarter and (iii) an updated description of the ACS Group Aircraft then in the ACS Group Portfolio and the related Lessees as of the end of such quarter (each, a "Quarterly Report"). Each Monthly Report provided to the Pass Through Trustee, the Trustees, Directors, the Policy Provider, the Initial Credit Facility Provider and each Rating Agency for each June April shall be accompanied by a report including (x) a statement setting forth an analysis of the Collections Account activity for the preceding fiscal year ended December 31on the Calculation Date occurring in the immediately preceding January, (y) a discussion and analysis of such activity and of any significant developments affecting the Issuer ACS Group in such year and (z) updated information with respect to the ACS Group Aircraft then in the ACS Group Portfolio as of the end of such year (each, an "Annual Report"). Each Annual Report shall include audited consolidated financial statements of the Issuer Group and shall contain a comparison to the Issuer’s performance to the assumptions in the Offering Memorandum. Each Quarterly Report and Annual Report shall also contain a quarterly or annualReport, as the case may be, statement shall contain a listing of (a) the ACS Group Aircraft on ground distinguishing between those on ground due that are not subject to any repossessions and those subject to re-marketing for re-leasing and (b) a comparison of actual versus expected payment resultsACS Group Lease. The Trustee Trustees shall deliver a copy of, or make available via a website, each Quarterly Report and Annual Report to any Holder or other Secured Party who requests a copy thereof. (b) The Issuer shall cause the Manager to deliver, after After the end of each calendar year but not later than the latest date permitted by law, the Issuer shall cause the Administrative Agent to deliver to the Trustee, the Cash Manager, the Policy Provider, the Initial Liquidity Credit Facility Provider and the BoardDirectors, and the Trustee shall (or shall instruct any Paying Agent to) furnish to each Person who at any time during such calendar year was a Holder of record of any subclass of Notes during such calendar year, Securities a statement prepared by the Cash Manager (after consultation with the Manager) Administrative Agent containing the sum of the amounts determined pursuant to Exhibit D E hereto with respect to the subclass of Notes Securities for such calendar year or, in the event such Person was a Holder of record of any subclass during only a portion of such calendar year, for the applicable portion of such calendar year, and such other items as are readily available to the Cash Manager (after consultation with the Manager) Administrative Agent and which a Holder shall reasonably request as necessary for the purpose of such Holder’s 's preparation of its U.S. federal income or other tax returns. So long as any of the Notes are Global Notes held by the Depositary, such report and such other items will be prepared on the basis of such information supplied to the Cash Manager by the Depositary, and will be delivered by the Trustee, when received from the Cash Manager, to the Depositary and the applicable beneficial owners in the manner described above. In the event that any such information has been provided by any Paying Agent directly to such Person through other tax-related reports or otherwise, the Trustee in its capacity as Paying Agent shall not be obligated to comply with such request for information. (c) The Issuer shall cause a copy of each statement, report or document described in Section 2.14(a2.15(a) and Section 6.11 above to be concurrently delivered by the Cash Manager Administrative Agent to the Listing Agent, on behalf of the Alternative Securities Market of the Irish Stock Exchange, each Rating Agency and the ManagerIrish Remarketing Servicer. (d) At such time, if any, as the Notes of any subclass are issued in the form of Definitive Notes, the The Trustee shall prepare and deliver forward the information described in furnished pursuant to Section 2.14(b) 2.15 to each Holder of a Definitive Note record of each Security of such subclass for the relevant period of ownership of such Definitive Note Security as appears on the records of the Registrar. (e) Following each Payment Date and any other date specified herein for distribution of any payments with respect to the Notes and prior Prior to a Refinancing or Redemption, the Trustee shall cause notice thereof to be given (i) by either of (A) publication by the Irish Paying Agent in the Irish Times or, if such newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Trustee shall approve having a general circulation in Europe or (B) by way of announcement by the Irish Listing Agent at the Companies Announcement office at the Irish Stock Exchange, (ii) Exchange and by either of (A) the information contained in such notice appearing on the relevant page of the Reuters Screen or such other medium for the electronic display of data as may be approved by the Trustee and notified to Holders or (B) publication in the Financial Times (European Edition) and The Wall Street Journal (National Edition) or, if either newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Trustee shall approve having a general circulation in Europe and the United States and (iii) so long as such Notes are registered States, with the Depositary, Euroclear and/or Clearstream, and so long as such Notes are listed on the Irish Stock Exchange and traded on the Irish Stock Exchange and the rules of such exchange so permit as advised by the Listing Agent, delivery of the relevant notice to the Depositary, Euroclear and/or Clearstream for communication by them to Holders of such subclass. Notwithstanding the above, any notice to the Holders of any class or subclass of Floating Rate Notes specifying an interest rate for such Notes, any Payment Date, any principal payment or any payment of premium, if any, shall be validly given by delivery of the relevant notice to the Depositary, Euroclear and/or Clearstream for communication by them to such Holders, without the need for no further publication in the Irish Times, and shall be promptly delivered to the Listing Agent and made available at the offices of the Irish Paying Agent and the Irish Stock Exchange (other than notices required to be delivered by the Cash Manager under the Related Documents). Any such notice shall be deemed to have been given on the first day on which any of such conditions shall have been metrequirement. (f) Notices referred to in this Section 2.15 to Holders of the Class E Securities generally will only be made by the Trustee directly to the registered holders thereof by any of the methods referred to in Section 13.05 hereof. (g) The Trustee shall be at liberty to sanction some other method of giving notice to the Holders of any subclass if, in its opinion, such other method is reasonable, having regard to the number and identity of the Holders of such subclass and/or to market practice then prevailing, is in the best interests of the Holders of such subclass and will comply with the rules of the Irish Stock Exchange for so long as such Notes are listed on Alternative Securities Market of the Irish Stock Exchange and traded on as confirmed by the Irish Stock Exchange Listing Agent or such other stock exchange (if any) on which the Notes Securities of such subclass are then listed, and any such notice shall be deemed to have been given on such date as the Trustee may approve; provided that notice of such method is given to the Holders of such subclass in such manner as the Trustee shall require with no further publication requirement. (h) Notwithstanding the above, any notice specifying the rate, amount or Payment Date in respect of the Securities of any subclass bearing interest at a floating rate or in respect of any repayment of principal on any Securities shall, for so long as such Securities (for the avoidance of doubt, not including the Class E Securities) are listed on the Alternative Securities Market of the Irish Stock Exchange and so long as the rules of the Alternative Securities Market of the Irish Stock Exchange so require, be given to the Listing Agent by the Irish Paying Agent; provided that any notice specifying redemption of principal of any Securities must be published in the Irish Times or another daily newspaper of general circulation in Ireland or by way of announcement by the Irish Listing Agent at the Companies Announcement office at the Irish Stock Exchange. Any such notice or announcement, as the case may be, shall be deemed to have been given on the first day on which any of such conditions shall have been met.

Appears in 1 contract

Samples: Trust Indenture (Aircastle LTD)

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Statements to Holders. (a) The Issuer On the second Business Day before each Payment Date, the Issuers shall cause the Cash Manager Administrative Agent to deliver to the Pass Through Trustee, the Manager Trustees, the Cash Manager, the Directors and the BoardPolicy Provider, and the Trustee shall (or shall instruct any Paying Agent to) promptly thereafter distribute or make available to each Holder (including any beneficial holders of record with respect to the owners of Beneficial Interests by delivery to the Depositary)such Payment Date, the Policy Provider, the Initial Liquidity Credit Facility Provider and each Rating Agency (any such distributionAgency, a “Trustee Report Distribution”), on the second Business Day before each Payment Date and on any other date for distribution of any payments with respect to each subclass of Notes then outstanding, a monthly report, substantially in the form attached as Exhibit D E hereto prepared by the Cash Manager (after consultation with the Manager) Administrative Agent and setting forth the information described therein after giving effect to such payment (each, a "Monthly Report”)") in respect of the Calculation Date immediately preceding such Payment Date and the month then ended. Each Monthly Report provided to the Pass Through Trustee, the Trustees, Directors, the Policy Provider, the Initial Credit Facility Provider and each Rating Agency for each MarchMay, June, September August and December November shall be accompanied by a report including (i) a statement setting forth an analysis of the Collections Account activity for the preceding fiscal quarter ended on the Calculation Date occurring in the immediately preceding March, June, September June and DecemberSeptember, respectively, (ii) a discussion and analysis of such activity and of any significant developments affecting the Issuer ACS Group in such quarter and (iii) an updated description of the ACS Group Aircraft then in the ACS Group Portfolio and the related Lessees as of the end of such quarter (each, a "Quarterly Report"). Each Monthly Report provided to the Pass Through Trustee, the Trustees, Directors, the Policy Provider, the Initial Credit Facility Provider and each Rating Agency for each June April shall be accompanied by a report including (x) a statement setting forth an analysis of the Collections Account activity for the preceding fiscal year ended December 31on the Calculation Date occurring in the immediately preceding January, (y) a discussion and analysis of such activity and of any significant developments affecting the Issuer ACS Group in such year and (z) updated information with respect to the ACS Group Aircraft then in the ACS Group Portfolio as of the end of such year (each, an "Annual Report"). Each Annual Report shall include audited consolidated financial statements of the Issuer Group and shall contain a comparison to the Issuer’s performance to the assumptions in the Offering Memorandum. Each Quarterly Report and Annual Report shall also contain a quarterly or annualReport, as the case may be, statement shall contain a listing of (a) the ACS Group Aircraft on ground distinguishing between those on ground due that are not subject to any repossessions and those subject to re-marketing for re-leasing and (b) a comparison of actual versus expected payment resultsACS Group Lease. The Trustee Trustees shall deliver a copy of, or make available via a website, each Quarterly Report and Annual Report to any Holder or other Secured Party who requests a copy thereof. (b) The Issuer shall cause the Manager to deliver, after After the end of each calendar year but not later than the latest date permitted by law, the Issuer shall cause the Administrative Agent to deliver to the Trustee, the Cash Manager, the Policy Provider, the Initial Liquidity Credit Facility Provider and the BoardDirectors, and the Trustee shall (or shall instruct any Paying Agent to) furnish to each Person who at any time during such calendar year was a Holder of record of any subclass of Notes during such calendar year, Securities a statement prepared by the Cash Manager (after consultation with the Manager) Administrative Agent containing the sum of the amounts determined pursuant to Exhibit D E hereto with respect to the subclass of Notes Securities for such calendar year or, in the event such Person was a Holder of record of any subclass during only a portion of such calendar year, for the applicable portion of such calendar year, and such other items as are readily available to the Cash Manager (after consultation with the Manager) Administrative Agent and which a Holder shall reasonably request as necessary for the purpose of such Holder’s 's preparation of its U.S. federal income or other tax returns. So long as any of the Notes are Global Notes held by the Depositary, such report and such other items will be prepared on the basis of such information supplied to the Cash Manager by the Depositary, and will be delivered by the Trustee, when received from the Cash Manager, to the Depositary and the applicable beneficial owners in the manner described above. In the event that any such information has been provided by any Paying Agent directly to such Person through other tax-related reports or otherwise, the Trustee in its capacity as Paying Agent shall not be obligated to comply with such request for information. (c) The Issuer shall cause a copy of each statement, report or document described in Section 2.14(a) and Section 6.11 to be concurrently delivered by the Cash Manager to each Rating Agency and the Manager. (d) At such time, if any, as the Notes of any subclass are issued in the form of Definitive Notes, the Trustee shall prepare and deliver forward the information described in furnished pursuant to Section 2.14(b) 2.15 to each Holder of a Definitive Note record of each Security of such subclass for the relevant period of ownership of such Definitive Note Security as appears on the records of the Registrar. (e) Following each Payment Date and any other date specified herein for distribution of any payments with respect to the Notes and prior to a Refinancing or Redemption, the Trustee shall cause notice thereof to be given (i) by either of (A) publication by the Irish Paying Agent in the Irish Times or, if such newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Trustee shall approve having a general circulation in Europe or (B) by way of announcement by the Irish Listing Agent at the Companies Announcement office at the Irish Stock Exchange, (ii) by either of (A) the information contained in such notice appearing on the relevant page of the Reuters Screen or such other medium for the electronic display of data as may be approved by the Trustee and notified to Holders or (B) publication in the Financial Times (European Edition) and The Wall Street Journal (National Edition) or, if either newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Trustee shall approve having a general circulation in Europe and the United States and (iii) so long as such Notes are registered with the Depositary, Euroclear and/or Clearstream, and so long as such Notes are listed on the Irish Stock Exchange and traded on the Irish Stock Exchange and the rules of such exchange so permit as advised by the Listing Agent, delivery of the relevant notice to the Depositary, Euroclear and/or Clearstream for communication by them to Holders of such subclass. Notwithstanding the above, any notice to the Holders of any class or subclass of Floating Rate Notes specifying an interest rate for such Notes, any Payment Date, any principal payment or any payment of premium, if any, shall be validly given by delivery of the relevant notice to the Depositary, Euroclear and/or Clearstream for communication by them to such Holders, without the need for publication in the Irish Times, and shall be promptly delivered to the Listing Agent and made available at the offices of the Irish Paying Agent and the Irish Stock Exchange (other than notices required to be delivered by the Cash Manager under the Related Documents). Any such notice shall be deemed to have been given on the first day on which any of such conditions shall have been met. (fd) The Trustee shall be at liberty to sanction some other method of giving notice to the Holders of any subclass if, in its opinion, such other method is reasonable, having regard to the number and identity of the Holders of such subclass and/or to market practice then prevailing, is in the best interests of the Holders of such subclass and will comply with the rules of the Irish Stock Exchange for so long as such Notes are listed on the Irish Stock Exchange and traded on the Irish Stock Exchange or such any other stock exchange (if any) on which the Notes Securities of such subclass are then listed, and any such notice shall be deemed to have been given on such date as the Trustee may approve; provided that notice of such method is given to the Holders of such subclass in such manner as the Trustee shall requirerequire with no further publication requirement.

Appears in 1 contract

Samples: Trust Indenture (Aircastle LTD)

Statements to Holders. (a) The Issuer shall cause the Cash Manager Administrative Agent to deliver to the Trustee, the Cash Manager and the BoardDirectors, and the Trustee shall (or shall instruct any Paying Agent to) distribute or make available to each Holder (including any beneficial holders with respect to the owners of Beneficial Book-Entry Interests by delivery to the DepositarySecurities Depository), the Policy Provider, the Initial Primary Liquidity Facility Provider and each Rating Agency (any such distribution, a “Trustee Report Distribution”), on the second Business Day before each Payment Date and on any other date for distribution of any payments with respect to each subclass of Notes then outstanding, a monthly report, substantially in the form attached as Exhibit D E hereto prepared by the Cash Manager (after consultation with the Manager) Administrative Agent and setting forth the information described therein after giving effect to such payment (each, a “Monthly Report”). Each The annual Appraisals delivered to the Trustee pursuant to Section 5.03(c) will be reflected in the first Monthly Report provided for each following such delivery. By the 15th day of March, June, September and December December, the Administrative Agent shall be accompanied by distribute to the Trustee, who shall on the next Payment Date make a Trustee Report Distribution of, a report including (i) a statement setting forth an analysis of the Collections Account activity for the preceding fiscal quarter ended MarchJanuary 31, JuneApril 30, September July 31 and DecemberOctober 31, respectively, (ii) a discussion and analysis of such activity and of any significant developments affecting the Issuer Group in such quarter and (iii) an updated description of the Current Aircraft (and any Additional Aircraft) then in the Portfolio and the related Lessees (each, a “Quarterly Report”). Each Monthly On or prior to April 30 of each year, commencing in 2008, the Administrative Agent shall distribute to the Trustee, who shall on the next Payment Date make a Trustee Report provided for each June shall be accompanied by Distribution of, a report including (x) a statement setting forth an analysis of the Collections Account activity for the preceding fiscal year ended December October 31, (y) a discussion and analysis of such activity and of any significant developments affecting the Issuer Group in such year and (z) updated information with respect to the Current Aircraft (and any Additional Aircraft) then in the Portfolio (each, an “Annual Report”). Each Annual Report shall include audited consolidated financial statements of the Issuer Group and shall contain a comparison to the Issuer’s performance to the assumptions in the Offering MemorandumGroup. Each Quarterly Report and Annual Report shall also contain a quarterly or annual, as the case may be, statement of (a) the Aircraft on ground distinguishing between those on ground due to any repossessions and those subject to re-marketing for re-leasing and (b) a comparison of actual versus expected payment results. The Trustee shall deliver a copy of, or make available via a website, each Quarterly Report and Annual Report to any Holder or other Secured Party who requests a copy thereof. (b) The Issuer shall cause the Manager Administrative Agent to deliver, after the end of each calendar year but not later than the latest date permitted by law, to the Trustee, the Cash Manager, the Policy Provider, the Initial Primary Liquidity Facility Provider and the BoardDirectors, and the Trustee shall (or shall instruct any Paying Agent to) furnish to each Person who at any time during such calendar year was a Holder of any subclass of Notes during such calendar year, a statement prepared by the Cash Manager (after consultation with the Manager) Administrative Agent containing the sum of the amounts determined pursuant to Exhibit D E hereto with respect to the subclass of Notes for such calendar year or, in the event such Person was a Holder of any subclass during only a portion of such calendar year, for the applicable portion of such calendar year, and such other items as are readily available to the Cash Manager (after consultation with the Manager) Administrative Agent and which a Holder shall reasonably request as necessary for the purpose of such Holder’s preparation of its U.S. federal income or other tax returns. So long as any of the Notes are Global Notes held by the Depositary, such report and such other items will be prepared on the basis of such information supplied to the Cash Manager Administrative Agent by the Depositary, and will be delivered by the Trustee, when received from the Cash ManagerAdministrative Agent, to the Depositary to be available for forwarding by the Depositary to the Securities Depository and the applicable beneficial owners in the manner described above. In the event that any such information has been provided by any Paying Agent directly to such Person through other tax-related reports or otherwise, the Trustee in its capacity as Paying Agent shall not be obligated to comply with such request for information. (c) The Issuer shall cause a copy of each statement, report or document described in Section 2.14(a2.15(a) and Section 6.11 6.11(a) to be concurrently delivered by the Cash Manager Administrative Agent to the Listing Agent for delivery, on its behalf to the Companies Announcement Office of the Irish Stock Exchange, and to each Rating Agency and the ManagerPrimary Servicer. (d) At such time, if any, as the Notes of any subclass are issued in the form of Definitive Notes, the Trustee shall prepare and deliver the information described in Section 2.14(b2.15(b) to each Holder of a Definitive Note of such subclass for the relevant period of ownership of such Definitive Note as appears on the records of the Registrar. (e) Following each Payment Date and any other date specified herein for distribution of any payments with respect to the Notes and prior to a Refinancing or Redemption, the Trustee shall cause notice thereof to be given (i) by either of (A) publication by the Irish Paying Agent in the Irish Times or, if such newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Trustee shall approve having a general circulation in Europe or (B) by way of announcement by the Irish Listing Agent at the Companies Announcement office at the Irish Stock Exchange, (ii) by either of (A) the information contained in such notice appearing on the relevant page of the Reuters Screen or such other medium for the electronic display of data as may be approved by the Trustee and notified to Holders or (B) publication in the Financial Times (European Edition) and The Wall Street Journal (National Edition) or, if either newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Trustee shall approve having a general circulation in Europe and the United States and (iiiii) so as long as such Notes Book-Entry Interests are registered with owned through the Depositaryfacilities of DTC, Euroclear and/or Clearstream, and so long as such Notes are listed on admitted to the Official List of the Irish Stock Exchange and traded to trading on the Irish Stock Exchange its unregulated market and the rules of such exchange so permit as advised by the Listing Agent, delivery of the relevant notice to the DepositarySecurities Depository, Euroclear and/or Clearstream for communication by them to Holders owners of Book-Entry Interests of such subclass. Notwithstanding the above, any notice to the Holders of any class or subclass of Floating Rate Notes specifying an interest rate for such Notes, any Payment Date, any principal payment or any payment of premium, if any, shall be validly given by delivery of the relevant notice to the DepositarySecurities Depository, Euroclear and/or Clearstream for communication by them to such Holders, without the need for publication in the Irish Times, and shall be promptly delivered to the Listing Agent and made available at the offices of the Irish Paying Agent and the Irish Stock Exchange (other than notices required to be delivered by the Administrative Agent or the Cash Manager under the Related Documents). Any such notice shall be deemed to have been given on the first day on which any of such conditions shall have been met. (f) The Trustee shall be at liberty to sanction some other method of giving notice to the Holders of any subclass if, in its opinion, such other method is reasonable, having regard to the number and identity of the Holders of such subclass and/or to market practice then prevailing, is in the best interests of the Holders of such subclass and will comply with the rules of the Irish Stock Exchange for so long as such Notes are listed on unregulated market of the Irish Stock Exchange and traded on as confirmed by the Irish Stock Exchange Listing Agent or such other stock exchange (if any) on which the Notes of such subclass are then listed, and any such notice shall be deemed to have been given on such date as the Trustee may approve; provided that notice of such method is given to the Holders of such subclass in such manner as the Trustee shall require.

Appears in 1 contract

Samples: Trust Indenture (AerCap Holdings N.V.)

Statements to Holders. (a) The Issuer On the second Business Day before each Payment Date, the Issuers shall cause the Cash Manager Administrative Agent to deliver to the Pass Through Trustee, the Manager Trustees, the Cash Manager, the Directors and the BoardPolicy Provider, and the Trustee Trustees shall (or shall instruct any Paying Agent to) promptly thereafter distribute or make available to each Holder (including any beneficial holders of record with respect to the owners of Beneficial Interests by delivery to the Depositary)such Payment Date, the Policy Provider, the Initial Liquidity Credit Facility Provider and each Rating Agency (any such distributionAgency, a “Trustee Report Distribution”), on the second Business Day before each Payment Date and on any other date for distribution of any payments with respect to each subclass of Notes then outstanding, a monthly report, substantially in the form attached as Exhibit D E hereto prepared by the Cash Manager (after consultation with the Manager) Administrative Agent and setting forth the information described therein after giving effect to such payment (each, a “Monthly Report”)) in respect of the Calculation Date immediately preceding such Payment Date and the month then ended. Each Monthly Report provided to the Pass Through Trustee, the Trustees, Directors, the Policy Provider, the Initial Credit Facility Provider and each Rating Agency for each MarchMay, June, September August and December November shall be accompanied by a report including (i) a statement setting forth an analysis of the Collections Account activity for the preceding fiscal quarter ended on the Calculation Date occurring in the immediately preceding March, June, September June and DecemberSeptember, respectively, (ii) a discussion and analysis of such activity and of any significant developments affecting the Issuer ACS Group in such quarter and (iii) an updated description of the ACS Group Aircraft then in the ACS Group Portfolio and the related Lessees as of the end of such quarter (each, a “Quarterly Report”). Each Monthly Report provided to the Pass Through Trustee, the Trustees, Directors, the Policy Provider, the Initial Credit Facility Provider and each Rating Agency for each June April shall be accompanied by a report including (x) a statement setting forth an analysis of the Collections Account activity for the preceding fiscal year ended December 31on the Calculation Date occurring in the immediately preceding January, (y) a discussion and analysis of such activity and of any significant developments affecting the Issuer ACS Group in such year and (z) updated information with respect to the ACS Group Aircraft then in the ACS Group Portfolio as of the end of such year (each, an “Annual Report”). Each Annual Report shall include audited consolidated financial statements of the Issuer Group and shall contain a comparison to the Issuer’s performance to the assumptions in the Offering Memorandum. Each Quarterly Report and Annual Report shall also contain a quarterly or annualReport, as the case may be, statement shall contain a listing of (a) the ACS Group Aircraft on ground distinguishing between those on ground due that are not subject to any repossessions and those subject to re-marketing for re-leasing and (b) a comparison of actual versus expected payment resultsACS Group Lease. The Trustee Trustees shall deliver a copy of, or make available via a website, each Quarterly Report and Annual Report to any Holder or other Secured Party who requests a copy thereof. (b) The Issuer shall cause the Manager to deliver, after After the end of each calendar year but not later than the latest date permitted by law, the Issuer shall cause the Administrative Agent to deliver to the Trustee, the Cash Manager, the Policy Provider, the Initial Liquidity Credit Facility Provider and the BoardDirectors, and the Trustee shall (or shall instruct any Paying Agent to) furnish to each Person who at any time during such calendar year was a Holder of record of any subclass of Notes during such calendar year, Securities a statement prepared by the Cash Manager (after consultation with the Manager) Administrative Agent containing the sum of the amounts determined pursuant to Exhibit D E hereto with respect to the subclass of Notes Securities for such calendar year or, in the event such Person was a Holder of record of any subclass during only a portion of such calendar year, for the applicable portion of such calendar year, and such other items as are readily available to the Cash Manager (after consultation with the Manager) Administrative Agent and which a Holder shall reasonably request as necessary for the purpose of such Holder’s preparation of its U.S. federal income or other tax returns. So long as any of the Notes are Global Notes held by the Depositary, such report and such other items will be prepared on the basis of such information supplied to the Cash Manager by the Depositary, and will be delivered by the Trustee, when received from the Cash Manager, to the Depositary and the applicable beneficial owners in the manner described above. In the event that any such information has been provided by any Paying Agent directly to such Person through other tax-related reports or otherwise, the Trustee in its capacity as Paying Agent shall not be obligated to comply with such request for information. (c) The Issuer shall cause a copy of each statement, report or document described in Section 2.14(a2.15(a) and Section 6.11 above to be concurrently delivered by the Cash Manager Administrative Agent to the Listing Agent, on behalf of the Alternative Securities Market of the Irish Stock Exchange, each Rating Agency and the ManagerIrish Remarketing Servicer. (d) At such time, if any, as the Notes of any subclass are issued in the form of Definitive Notes, the The Trustee shall prepare and deliver forward the information described in furnished pursuant to Section 2.14(b) 2.15 to each Holder of a Definitive Note record of each Security of such subclass for the relevant period of ownership of such Definitive Note Security as appears on the records of the Registrar. (e) Following each Payment Date and any other date specified herein for distribution of any payments with respect to the Notes and prior Prior to a Refinancing or Redemption, the Trustee shall cause notice thereof to be given (i) by either of (A) publication by the Irish Paying Agent in the Irish Times or, if such newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Trustee shall approve having a general circulation in Europe or (B) by way of announcement by the Irish Listing Agent at the Companies Announcement office at the Irish Stock Exchange, (ii) Exchange and by either of (A) the information contained in such notice appearing on the relevant page of the Reuters Screen or such other medium for the electronic display of data as may be approved by the Trustee and notified to Holders or (B) publication in the Financial Times (European Edition) and The Wall Street Journal (National Edition) or, if either newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Trustee shall approve having a general circulation in Europe and the United States and (iii) so long as such Notes are registered States, with the Depositary, Euroclear and/or Clearstream, and so long as such Notes are listed on the Irish Stock Exchange and traded on the Irish Stock Exchange and the rules of such exchange so permit as advised by the Listing Agent, delivery of the relevant notice to the Depositary, Euroclear and/or Clearstream for communication by them to Holders of such subclass. Notwithstanding the above, any notice to the Holders of any class or subclass of Floating Rate Notes specifying an interest rate for such Notes, any Payment Date, any principal payment or any payment of premium, if any, shall be validly given by delivery of the relevant notice to the Depositary, Euroclear and/or Clearstream for communication by them to such Holders, without the need for no further publication in the Irish Times, and shall be promptly delivered to the Listing Agent and made available at the offices of the Irish Paying Agent and the Irish Stock Exchange (other than notices required to be delivered by the Cash Manager under the Related Documents). Any such notice shall be deemed to have been given on the first day on which any of such conditions shall have been metrequirement. (f) The Trustee shall be at liberty to sanction some other method of giving notice to the Holders of any subclass if, in its opinion, such other method is reasonable, having regard to the number and identity of the Holders of such subclass and/or to market practice then prevailing, is in the best interests of the Holders of such subclass and will comply with the rules of the Irish Stock Exchange for so long as such Notes are listed on Alternative Securities Market of the Irish Stock Exchange and traded on as confirmed by the Irish Stock Exchange Listing Agent or such other stock exchange (if any) on which the Notes Securities of such subclass are then listed, and any such notice shall be deemed to have been given on such date as the Trustee may approve; provided that notice of such method is given to the Holders of such subclass in such manner as the Trustee shall requirerequire with no further publication requirement.

Appears in 1 contract

Samples: Trust Indenture (Aircastle LTD)

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