Common use of Statements to Holders Clause in Contracts

Statements to Holders. (a) On the second Business Day before each Payment Date, the Borrowers shall distribute or make available to the Facility Agent, the Directors, the Liquidity Facility Provider and each Holder of record with respect to such Payment Date which may be delivered by posting such report on an agreed website, a report substantially in the form attached as Exhibit E hereto prepared by the 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. (b) No later than 30 days after the Calculation Date occurring in March, June, September and December the Borrowers shall deliver to the Facility Agent, the Liquidity Facility Provider, the Directors and each Holder of record of any Obligations as of such date (which delivery may occur by posting such report on an agreed website) a report substantially in the form attached as Exhibit H hereto prepared by the Administrative Agent and setting forth the information described therein (each, a “Quarterly Report”). Commencing with the first full fiscal Quarter after the Initial Closing Date, no later than 75 days after the end of each of the first three fiscal Quarters in any year, the Borrower shall cause the Administrative Agent to deliver (which delivery may occur by posting such statement on an agreed website) to the Facility Agent, the Liquidity Facility Provider, the Directors and each Holder of record of any Obligations as of such date consolidated unaudited financial statements of the Borrower and Guarantor for such Quarter. (c) No later than 150 days after the end of each calendar year, the Borrower shall cause the Administrative Agent to deliver (which delivery may occur by posting such statement or report on an agreed website) to the Facility Agent, the Liquidity Facility Provider, the Directors and each Holder of record of any Obligations as of such date: (A) consolidated audited financial statements and reports of each of the Borrower and the Guarantor for such year together with (B) a report containing the following: (x) a statement setting forth an analysis of the Collections Account activity for the year ended on the Calculation Date occurring in the immediately preceding January, (y) a discussion and analysis of such activity and of any significant developments affecting the ACS Group in such year and (z) updated information with respect to the ACS Group Aircraft in the ACS Group Portfolio as of the end of such year (each, an “Annual Report”). Each Annual Report shall contain a listing of the ACS Group Aircraft that are not subject to any ACS Group Lease. (d) After the end of each calendar year but not later than the latest date permitted by law, the Borrower shall cause the Administrative Agent to deliver (which delivery may occur by posting such statement on an agreed website) to the Facility Agent, the Liquidity Facility Provider, the Directors and each Person who at any time during such calendar year was a Holder of record of any Obligations a statement prepared by the Administrative Agent containing the sum of the amounts determined pursuant to Exhibit E hereto with respect to the type of Obligations for such calendar year or, in the event such Person was a Holder of record of any class 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 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. (e) Ten Business Days after each Calculation Date the Borrowers shall distribute or make available to the Facility Agent, the Directors, the Liquidity Facility Provider and each Holder of record with respect to such Payment Date (which delivery may occur by posting such report on an agreed website) a copy of the monthly report provided to the Borrower pursuant to Section 6.01 of Schedule 3.01(a) to the Remarketing Services Agreement.

Statements to Holders. (a) On With respect to each Collection Period, the second Issuer shall, not later than the last Business Day before each the Payment Date immediately following the last day of such Collection Period, cause the Administrator to deliver to the Indenture Trustee, and the Indenture Trustee shall (or shall instruct any Paying Agent to) promptly thereafter (but not later than such Payment Date, the Borrowers shall distribute or ) make available on the Indenture Trustee’s internet website, initially located at xxxxx://xxxxx.xxxxxx.xxx, to the Facility Agenteach Rating Agency, the Directors, the each Hedge Provider and each Liquidity Facility Provider Provider, and to each Holder of record with respect to such Payment Date which may be delivered by posting such report on an agreed websiteDate, a report report, substantially in the form attached as Exhibit E C-1 hereto prepared by the 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. (b) No later than 30 days after the Calculation Date occurring in March, June, September and December the Borrowers shall deliver to the Facility Agent, the Liquidity Facility Provider, the Directors and each Holder of record of any Obligations as of such date (which delivery may occur by posting such report on an agreed website) a report substantially in the form attached as Exhibit H hereto prepared by the Administrative Agent Administrator or Servicer and setting forth the information described therein (each, a “Quarterly Monthly Report”). Commencing with the first full fiscal Quarter after the Initial Closing Date, no later than 75 days after the end Beginning in December of each of the first three fiscal Quarters in any year2021, the Borrower Issuer shall cause the Administrative Agent Administrator or Servicer to deliver (which delivery may occur by posting such statement on an agreed website) to the Facility AgentIndenture Trustee with the Monthly Report for each December, and the Liquidity Facility Provider, Indenture Trustee shall (or shall instruct any Paying Agent to) make available at its internet website with the Directors and Monthly Report for each Holder of record of any Obligations as of such date consolidated unaudited financial statements of the Borrower and Guarantor for such Quarter. (c) No later than 150 days after the end of each calendar year, the Borrower shall cause the Administrative Agent to deliver (which delivery may occur by posting such statement or report on an agreed website) December to the Facility AgentPersons described in the first sentence in this Section 2.13(a), a report, substantially in the Liquidity Facility Provider, form attached as Exhibit C-2 hereto prepared by the Directors Administrator or Servicer and each Holder of record of any Obligations as of such date: (A) consolidated audited financial statements and reports of each of the Borrower and the Guarantor for such year together with (B) a report containing the following: (x) a statement setting forth an analysis of the Collections Account activity for the year ended on the Calculation Date occurring in the immediately preceding January, (y) a discussion and analysis of such activity and of any significant developments affecting the ACS Group in such year and (z) updated information with respect to the ACS Group Aircraft in the ACS Group Portfolio as of the end of such year described therein (each, an “Annual Report”). Each As soon as practicable following receipt, the Indenture Trustee shall (or shall instruct any Paying Agent to) make available to each Holder of record at the time of such posting at its internet website the Green Bond Report delivered by the Administrator pursuant to the Administrative Services Agreement. The Indenture Trustee shall also make available at its internet website, promptly upon written request, a copy of each Monthly Report and Annual Report shall contain a listing of the ACS Group Aircraft that are not subject to any ACS Group LeaseHolder or other Secured Party and, at the written request of any Holder, to any prospective purchaser of any Securities from such Holder. If any Series of Securities is then listed on any stock exchange, the Indenture Trustee also shall make available at its internet website a copy of each Monthly Report and each Annual Report to the applicable listing agent on behalf of such stock exchange. The Indenture Trustee may change its website from time to time as shall be specified by the Indenture Trustee from time to time in writing to the Issuer, the Holders and each Rating Agency. In connection with providing access to the Indenture Trustee’s internet website, the Indenture Trustee may require registration and the acceptance of a disclaimer. The Indenture Trustee shall not be liable for the dissemination of information in accordance with this Indenture. (db) After the end of each calendar year but not later than the latest date permitted by law, the Borrower Administrator or Servicer shall cause the Administrative Agent to deliver (which delivery may occur by posting such statement on an agreed website) to the Facility AgentIndenture Trustee, and the Liquidity Facility Provider, the Directors and Indenture 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 Obligations Securities, a statement (for example, a Form 1099 or any other means required by law) prepared by the Administrative Agent Administrator or Servicer containing the sum of the amounts determined pursuant such information as is required to Exhibit E hereto be provided to such Person for U.S. federal income tax purposes with respect to the type each Series of Obligations Securities for such calendar year or, in the event such Person was a Holder of record of any class Series 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 Administrative Agent Administrator or Servicer 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 Equipment Notes are registered in the name of DTC or its nominee, such report and such other items will be prepared on the basis of such information supplied to the Administrator by DTC and the Direct Participants, and will be delivered by the Indenture Trustee, when received from the Administrator or Servicer, to DTC for transfer to 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 Indenture Trustee in its capacity as Paying Agent shall not be obligated to comply with such request for information. (ec) Ten Business Days after each Calculation Date the Borrowers shall distribute or make available With respect to the Facility AgentClass E Certificates, the Directors, Certificate Agent shall prepare and deliver the Liquidity Facility Provider information described in Section 2.13(b) to the Issuer and each Holder of a Class E Certificate for the period of its ownership of such Class E Certificate as the same appears on the records of the Certificate Agent in accordance with the terms of the Certificate Purchase Agreement. At such time, if any, as the Notes of any Series are issued in the form of Definitive Notes, the Indenture Trustee shall prepare and deliver the information described in Section 2.13(b) to each Holder of record of a Definitive Note of such Series for the period of its ownership of such Definitive Notes as the same appears on the records of the Indenture Trustee. (d) Whenever a notice or other communication is required under this Master Indenture to be given to Holders of a Series: (i) if any Equipment Notes of such Series are registered with DTC, Euroclear and/or Clearstream, the Indenture Trustee shall give all such notices and communications to DTC, Euroclear and/or Clearstream, as the case may be; (ii) if Definitive Notes of a Series have been issued, then the Indenture Trustee shall give notices and communications to the Holders of such Definitive Notes by U.S. mail to the addresses of such Holders in the Register and (iii) with respect to the Class E Certificates, the Indenture Trustee shall give all such Payment Date (which delivery may occur by posting such report on an agreed website) a copy of the monthly report provided notices and communications to the Borrower pursuant to Section 6.01 of Schedule 3.01(a) to the Remarketing Services AgreementCertificate Agent.

Statements to Holders. (a) On With respect to each Collection Period, the second Issuer shall, not later than the last Business Day before each the Payment Date immediately following the last day of such Collection Period, cause the Administrator to deliver to the Indenture Trustee, and the Indenture Trustee shall (or shall instruct any Paying Agent to) promptly thereafter (but not later than such Payment Date, the Borrowers shall distribute or ) make available on the Indenture Trustee’s internet website, initially located at xxxxx://xxxxx.xxxxxx.xxx, to the Facility Agenteach Rating Agency, the Directors, the each Hedge Provider and each Liquidity Facility Provider Provider, and to each Holder of record with respect to such Payment Date which may be delivered by posting such report on an agreed websiteDate, a report report, substantially in the form attached as Exhibit E C-1 hereto prepared by the 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. (b) No later than 30 days after the Calculation Date occurring in March, June, September and December the Borrowers shall deliver to the Facility Agent, the Liquidity Facility Provider, the Directors and each Holder of record of any Obligations as of such date (which delivery may occur by posting such report on an agreed website) a report substantially in the form attached as Exhibit H hereto prepared by the Administrative Agent Administrator or Servicer and setting forth the information described therein (each, a “Quarterly Monthly Report”). Commencing with the first full fiscal Quarter after the Initial Closing Date, no later than 75 days after the end Beginning in December of each of the first three fiscal Quarters in any year2022, the Borrower Issuer shall cause the Administrative Agent Administrator or Servicer to deliver (which delivery may occur by posting such statement on an agreed website) to the Facility AgentIndenture Trustee with the Monthly Report for each December, and the Liquidity Facility Provider, Indenture Trustee shall (or shall instruct any Paying Agent to) make available at its internet website with the Directors and Monthly Report for each Holder of record of any Obligations as of such date consolidated unaudited financial statements of the Borrower and Guarantor for such Quarter. (c) No later than 150 days after the end of each calendar year, the Borrower shall cause the Administrative Agent to deliver (which delivery may occur by posting such statement or report on an agreed website) December to the Facility AgentPersons described in the first sentence in this Section 2.13(a), a report, substantially in the Liquidity Facility Provider, form attached as Exhibit C-2 hereto prepared by the Directors Administrator or Servicer and each Holder of record of any Obligations as of such date: (A) consolidated audited financial statements and reports of each of the Borrower and the Guarantor for such year together with (B) a report containing the following: (x) a statement setting forth an analysis of the Collections Account activity for the year ended on the Calculation Date occurring in the immediately preceding January, (y) a discussion and analysis of such activity and of any significant developments affecting the ACS Group in such year and (z) updated information with respect to the ACS Group Aircraft in the ACS Group Portfolio as of the end of such year described therein (each, an “Annual Report”). Each As soon as practicable following receipt, the Indenture Trustee shall (or shall instruct any Paying Agent to) make available to each Holder of record at the time of such posting at its internet website the Green Bond Report delivered by the Administrator pursuant to the Administrative Services Agreement. The Indenture Trustee shall also make available at its internet website, promptly upon written request, a copy of each Monthly Report and Annual Report shall contain to any Holder or other Secured Party and, at the written request of any Holder, to any prospective purchaser of any Securities from such Holder. At the written request of any Holder to the Indenture Trustee and the Issuer, to the extent not already provided in a listing Monthly Report, the Issuer will provide (or cause to be provided) to the Indenture Trustee for posting on its internet website, information reasonably requested by any Holder regarding expenses incurred by the Issuer in relation to any retrofitting of the ACS Group Aircraft that are Portfolio Railcars. If any Series of Securities is then listed on any stock exchange, the Indenture Trustee also shall make available at its internet website a copy of each Monthly Report and each Annual Report to the applicable listing agent on behalf of such stock exchange. The Indenture Trustee may change its website from time to time as shall be specified by the Indenture Trustee from time to time in writing to the Issuer, the Holders and each Rating Agency. In connection with providing access to the Indenture Trustee’s internet website, the Indenture Trustee may require registration and the acceptance of a disclaimer. The Indenture Trustee shall not subject to any ACS Group Leasebe liable for the dissemination of information in accordance with this Indenture. (db) After the end of each calendar year but not later than the latest date permitted by law, the Borrower Administrator or Servicer shall cause the Administrative Agent to deliver (which delivery may occur by posting such statement on an agreed website) to the Facility AgentIndenture Trustee, and the Liquidity Facility Provider, the Directors and Indenture 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 Obligations Securities, a statement (for example, a Form 1099 or any other means required by law) prepared by the Administrative Agent Administrator or Servicer containing the sum of the amounts determined pursuant such information as is required to Exhibit E hereto be provided to such Person for U.S. federal income tax purposes with respect to the type each Series of Obligations Securities for such calendar year or, in the event such Person was a Holder of record of any class Series 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 Administrative Agent Administrator or Servicer 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 Equipment Notes are registered in the name of DTC or its nominee, such report and such other items will be prepared on the basis of such information supplied to the Administrator by DTC and the Direct Participants, and will be delivered by the Indenture Trustee, when received from the Administrator or Servicer, to DTC for transfer to 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 Indenture Trustee in its capacity as Paying Agent shall not be obligated to comply with such request for information. (ec) Ten Business Days after each Calculation Date the Borrowers shall distribute or make available With respect to the Facility AgentClass E Certificates, the Directors, Certificate Agent shall prepare and deliver the Liquidity Facility Provider information described in Section 2.13(b) to the Issuer and each Holder of a Class E Certificate for the period of its ownership of such Class E Certificate as the same appears on the records of the Certificate Agent in accordance with the terms of the Certificate Purchase Agreement. At such time, if any, as the Notes of any Series are issued in the form of Definitive Notes, the Indenture Trustee shall prepare and deliver the information described in Section 2.13(b) to each Holder of record of a Definitive Note of such Series for the period of its ownership of such Definitive Notes as the same appears on the records of the Indenture Trustee. (d) Whenever a notice or other communication is required under this Master Indenture to be given to Holders of a Series: (i) if any Equipment Notes of such Series are registered with DTC, Euroclear and/or Clearstream, the Indenture Trustee shall give all such notices and communications to DTC, Euroclear and/or Clearstream, as the case may be; (ii) if Definitive Notes of a Series have been issued, then the Indenture Trustee shall give notices and communications to the Holders of such Definitive Notes by U.S. mail to the addresses of such Holders in the Register and (iii) with respect to the Class E Certificates, the Indenture Trustee shall give all such Payment Date (which delivery may occur by posting such report on an agreed website) a copy of the monthly report provided notices and communications to the Borrower pursuant to Section 6.01 of Schedule 3.01(a) to the Remarketing Services AgreementCertificate Agent.