Common use of Tranche B Lender Conditions Clause in Contracts

Tranche B Lender Conditions. No Tranche B Lender shall have ---------------------------- any obligation to make a Tranche B Loan for the acquisition of any Subject Item hereunder unless on or before the Funding Date therefor each of the following conditions are fulfilled: (a) The conditions precedent to Lessor's obligation to lease such Subject Item in accordance with the terms hereof (except for the condition precedent set forth in Sections 3.1(s)) shall have been satisfied, without waiver or modification (except as consented to by Administrative Agent), and such Tranche B Lender shall have received copies of all documents and opinions with respect thereto. (b) There shall exist no Loan Default or Loan Event of Default and all representations and warranties of Lessor and Lessor General Partner contained herein and in the other Operative Documents shall be true and correct. (c) Each other Tranche B Lender with a commitment to make a Tranche B Loan on such Funding Date shall have funded its pro rata share of the Tranche B Loans to be funded on such Funding Date based upon its Tranche B Commitment and the amount of the Tranche B Loan to be made by such Tranche B Lender does not exceed its Tranche B Commitment. (d) Such Tranche B Lender shall have received original counterparts (unless otherwise specified) in each case duly authorized, executed and delivered by each other party thereto in form and substance satisfactory to such Tranche B Lender and in full force and effect of this Agreement, the related Participation Agreement Supplement, such Tranche B Lender's related Tranche B Note, a copy of the related Security Supplement and a Funding Escrow Agreement. (e) Such Tranche B Lender shall have received from Lessor, in form and substance satisfactory to such Tranche B Lender, a copy of Lessor's Certificate of Limited Partnership and the Limited Partnership Agreement, each certified as of such Funding Date by the secretary of Lessor General Partner. (f) Such Tranche B Lender shall have received from Lessor General Partner, in form and substance satisfactory to such Tranche B Lender, Lessor General Partner's Certificate of Incorporation, By-Laws, and resolutions of its board of directors duly authorizing the execution, delivery and performance of this Agreement, the Lease Agreement, and each other document to be delivered in connection therewith to which it is a party, each certified as of such Funding Date by the secretary of Lessor General Partner, together with an incumbency certificate as to the person or persons authorized to execute and deliver such documents on behalf of Lessor General Partner. (g) Such Tranche B Lender shall have received a certificate in form and substance satisfactory to such Tranche B Lender dated such Funding Date from Lessor General Partner, the truth and accuracy of which shall be a condition to the obligation of such Tranche B Lender to make its Tranche B Loan, confirming that each of the representations and warranties of Lessor and Lessor General Partner set forth in Sections 2.3, 2.4 and 2.5 are true and correct as if made on and as of such date except to the extent such representations and warranties expressly provide that they relate solely to an earlier date. (h) Such Tranche B Lender shall have received written opinions of counsel to Lessor and Lessor General Partner dated such Funding Date and addressed to Indenture Trustee, the Initial Purchasers of the Tranche A Notes to be issued on such date, each Tranche B Lender making a Tranche B Loan on such date, Administrative Agent, and Collateral Agent, in form and substance reasonably acceptable to such Tranche B Lender. (i) Each of Lessor and Lessor General Partner shall have delivered a good standing certificate dated within ten (10) days of such Funding Date from the State of Delaware. (j) Administrative Agent shall have received, in each case duly authorized, executed and delivered by Lessor in form and substance satisfactory to Administrative Agent and in full force and effect, the Lessor Financing Statements for such Subject Item. (k) Administrative Agent shall have received such other confirmatory assignments, conveyances, financing and continuation statements, transfer endorsements and other assurances or instruments other than estoppel certificates or other agreements, certificates or other documents to be delivered by any Sublessee or other Person (other than an Affiliate of Lessee) which Majority Lenders may reasonably request to perfect, preserve or protect Collateral Agent's security interest granted hereunder, in form and substance satisfactory to Majority Lenders as Majority Lenders may reasonably request in writing at least five (5) Business Days before such Funding Date.

Tranche B Lender Conditions. No Tranche B Lender shall have ---------------------------- any obligation to make a Tranche B Loan for the acquisition of any Subject Item hereunder unless on or before the Funding Date therefor each of the following conditions are fulfilled: (a) The conditions precedent to Lessor's obligation to lease such Subject Item in accordance with the terms hereof (except for the condition precedent set forth in Sections 3.1(s)) shall have been satisfied, without waiver or modification (except as consented to by Administrative Agent), and such Tranche B Lender shall have received copies of all documents and opinions with respect thereto. (b) There shall exist no Loan Default or Loan Event of Default and all representations and warranties of Lessor and Lessor General Partner contained herein and in the other Operative Documents shall be true and correct. (c) Each other Tranche B Lender with a commitment to make a Tranche B Loan on such Funding Date shall have funded its pro rata share of the Tranche B Loans to be funded on such Funding Date based upon its Tranche B Commitment and the amount of the Tranche B Loan to be made by such Tranche B Lender does not exceed its Tranche B Commitment. (d) Such Tranche B Lender shall have received original counterparts (unless otherwise specified) in each case duly authorized, executed and delivered by each other party thereto in form and substance satisfactory to such Tranche B Lender and in full force and effect of this Agreement, the related Participation Agreement Supplement, such Tranche B Lender's related Tranche B Note, a copy of the related Security Supplement and a Funding Escrow Agreement. (e) Such Tranche B Lender shall have received from Lessor, in form and substance satisfactory to such Tranche B Lender, a copy of Lessor's Certificate of Limited Partnership and the Limited Partnership Agreement, each certified as of such Funding Date by the secretary of Lessor General Partner. (f) Such Tranche B Lender shall have received from Lessor General Partner, in form and substance satisfactory to such Tranche B Lender, Lessor General Partner's Certificate of Incorporation, By-Laws, and resolutions of its board of directors duly authorizing the execution, delivery and performance of this Agreement, the Lease Agreement, and each other document to be delivered in connection therewith to which it is a party, each certified as of such Funding Date by the secretary of Lessor General Partner, together with an incumbency certificate as to the person or persons authorized to execute and deliver such documents on behalf of Lessor General Partner. (g) Such Tranche B Lender shall have received a certificate in form and substance satisfactory to such Tranche B Lender dated such Funding Date from Lessor General Partner, the truth and accuracy of which shall be a condition to the obligation of such Tranche B Lender to make its Tranche B Loan, confirming that each of the representations and warranties of Lessor and Lessor General Partner set forth in Sections 2.3, 2.4 and 2.5 are true and correct as if made on and as of such date except to the extent such representations and warranties expressly provide that they relate solely to an earlier date. (h) Such Tranche B Lender shall have received written opinions of counsel to Lessor and Lessor General Partner dated such Funding Date and addressed to Indenture Trustee, the Initial Purchasers of the Tranche A Notes to be issued on such date, each Tranche B Lender making a Tranche B Loan on such date, Administrative Agent, and Collateral Agent, in form and substance reasonably acceptable to such Tranche B Lender. (i) Each of Lessor and Lessor General Partner shall have delivered a good standing certificate dated within ten (10) days of such Funding Date from the State of Delaware. (j) Administrative Agent shall have received, in each case duly authorized, executed and delivered by Lessor in form and substance satisfactory to Administrative Agent and in full force and effect, the Lessor Financing Statements for such Subject Item. (k) Administrative Agent shall have received such other confirmatory assignments, conveyances, financing and continuation statements, transfer endorsements and other assurances or instruments other than estoppel certificates or other agreements, certificates or other documents to be delivered by any Sublessee or other Person (other than an Affiliate of Lessee) which Majority Lenders may reasonably request to perfect, preserve or protect Collateral Agent's security interest granted hereunder, in form and substance satisfactory to Majority Lenders as Majority Lenders may reasonably request in writing at least five (5) Business Days before such Funding Date.

Tranche B Lender Conditions. No Tranche B Lender shall have ---------------------------- any obligation to make a Tranche B Loan for the acquisition of any Subject Item of Equipment hereunder unless on or before the Funding Closing Date therefor each of the following conditions are fulfilled: (a) The conditions precedent to Lessor's obligation to lease such Subject Item of Equipment in accordance with the terms hereof (except for the condition precedent set forth in Sections 3.1(s3.1(q)) shall have been satisfied, without waiver or modification (except as consented to by Administrative Agent), and such Tranche B Lender shall have received copies of all documents and opinions with respect thereto. (b) There shall exist no Loan Default or Loan Event of Default and all representations and warranties of Lessor and Lessor General Partner contained herein and in the other Operative Documents shall be true and correct. (c) Each other Tranche B Lender with a commitment to make a Tranche B Loan on such Funding Date shall have funded its pro rata share of the Tranche B Loans to be funded on such Funding Date based upon its Tranche B Commitment and the amount of the Tranche B Loan to be made by such Tranche B Lender does not exceed its Tranche B Commitment. (d) Such Tranche B Lender shall have received original counterparts (unless otherwise specified) in each case duly authorized, executed and delivered by each other party thereto in form and substance satisfactory to such Tranche B Lender and in full force and effect of this Agreement, the related Participation Quiet Enjoyment and Indemnity Agreement Supplement(Tranche B), such the Tranche B Lender's related Loan Agreement and its Tranche B Note, Note and a copy of the related Security Supplement and a Funding Escrow AgreementIndenture. (e) Such Tranche B Lender shall have received from Lessor, in form and substance satisfactory to such Tranche B Lender, a copy of Lessor's Certificate of Limited Partnership and the Limited Partnership Agreement, each certified as of such Funding the Closing Date by the secretary of Lessor General Partner. (f) Such Tranche B Lender shall have received from Lessor General Partner, in form and substance satisfactory to such Tranche B Lender, Lessor General Partner's Certificate of Incorporation, By-Laws, and resolutions of its board of directors duly authorizing the execution, delivery and performance of this Agreement, the Lease Agreement, and each other document to be delivered in connection therewith to which it is a party, each certified as of such Funding the Closing Date by the secretary of Lessor General Partner, together with an incumbency certificate as to the person or persons authorized to execute and deliver such documents on behalf of Lessor General Partner. (g) Such Tranche B Lender shall have received a certificate in form and substance satisfactory to such Tranche B Lender dated such Funding Date from Lessor General Partner, the truth and accuracy of which shall be a condition to the obligation of such Tranche B Lender to make its Tranche B Loan, confirming that each of the representations and warranties of Lessor and Lessor General Partner set forth in Sections 2.3, 2.4 and 2.5 are true and correct as if made on and as of such date except to the extent such representations and warranties expressly provide that they relate solely to an earlier date. (h) Such Tranche B Lender shall have received written opinions of counsel to Lessor and Lessor General Partner dated such Funding the Closing Date and addressed to Indenture Trustee, the Initial Purchasers of the Tranche A Notes to be issued on such datePurchasers, each Tranche B Lender making a Tranche B Loan on such dateLender, Administrative Agent, and Collateral Agent, in form and substance reasonably acceptable to such Tranche B Lender. (ih) Each of Lessor and Lessor General Partner shall have delivered a good standing certificate dated within ten (10) days of such Funding the Closing Date from the State of Delaware. (j) Administrative Agent shall have received, in each case duly authorized, executed and delivered by Lessor in form and substance satisfactory to Administrative Agent and in full force and effect, the Lessor Financing Statements for such Subject Item. (k) Administrative Agent shall have received such other confirmatory assignments, conveyances, financing and continuation statements, transfer endorsements and other assurances or instruments other than estoppel certificates or other agreements, certificates or other documents to be delivered by any Sublessee or other Person (other than an Affiliate of Lessee) which Majority Lenders may reasonably request to perfect, preserve or protect Collateral Agent's security interest granted hereunder, in form and substance satisfactory to Majority Lenders as Majority Lenders may reasonably request in writing at least five (5) Business Days before such Funding the Closing Date.

Tranche B Lender Conditions. No Tranche B Lender shall have ---------------------------- any obligation to make a Tranche B Loan for the acquisition of any Subject Item of Equipment hereunder unless on or before the Funding Closing Date therefor each of the following conditions are fulfilled: (a) The conditions precedent to Lessor's obligation to lease such Subject Item of Equipment in accordance with the terms hereof (except for the condition precedent set forth in Sections 3.1(s3.1(q)) shall have been satisfied, without waiver or modification (except as consented to by Administrative Agent), and such Tranche B Lender shall have received copies of all documents and opinions with respect thereto. (b) There shall exist no Loan Default or Loan Event of Default and all representations and warranties of Lessor and Lessor General Partner contained herein and in the other Operative Documents shall be true and correct. (c) Each other Tranche B Lender with a commitment to make a Tranche B Loan on such Funding Date shall have funded its pro rata share of the Tranche B Loans to be funded on such Funding Date based upon its Tranche B Commitment and the amount of the Tranche B Loan to be made by such Tranche B Lender does not exceed its Tranche B Commitment. (d) Such Tranche B Lender shall have received original counterparts (unless otherwise specified) in each case duly authorized, executed and delivered by each other party thereto in form and substance satisfactory to such Tranche B Lender and in full force and effect of this Agreement, the related Participation Quiet Enjoyment and Indemnity Agreement Supplement(Tranche B), such the Tranche B Lender's related Loan Agreement and its Tranche B Note, Note and a copy of the related Security Supplement and a Funding Escrow AgreementIndenture. (e) Such Tranche B Lender shall have received from Lessor, in form and substance satisfactory to such Tranche B Lender, a copy of Lessor's Certificate of Limited Partnership and the Limited Partnership Agreement, each certified as of such Funding the Closing Date by the secretary of Lessor General Partner. (f) Such Tranche B Lender shall have received from Lessor General Partner, in form and substance satisfactory to such Tranche B Lender, Lessor General Partner's Certificate of Incorporation, By-Laws, and resolutions of its board of directors duly authorizing the execution, delivery and performance of this Agreement, the Lease Agreement, and each other document to be delivered in connection therewith to which it is a party, each certified as of such Funding the Closing Date by the secretary of Lessor General Partner, together with an incumbency certificate as to the person or persons authorized to execute and deliver such documents on behalf of Lessor General Partner. (g) Such Tranche B Lender shall have received a certificate in form and substance satisfactory to such Tranche B Lender dated such Funding Date from Lessor General Partner, the truth and accuracy of which shall be a condition to the obligation of such Tranche B Lender to make its Tranche B Loan, confirming that each of the representations and warranties of Lessor and Lessor General Partner set forth in Sections 2.3, 2.4 and 2.5 are true and correct as if made on and as of such date except to the extent such representations and warranties expressly provide that they relate solely to an earlier date. (h) Such Tranche B Lender shall have received written opinions of counsel to Lessor and Lessor General Partner dated such Funding the Closing Date and addressed to Indenture Trustee, the Initial Purchasers of the Tranche A Notes to be issued on such datePurchasers, each Tranche B Lender making a Tranche B Loan on such dateLender, Administrative Agent, and Collateral Agent, in form and substance reasonably acceptable to such Tranche B Lender. (ih) Each of Lessor and Lessor General Partner shall have delivered a good standing certificate dated within ten (10) days of such Funding the Closing Date from the State of Delaware. (ji) Administrative Agent shall have received, in each case duly authorized, executed and delivered by Lessor in form and substance satisfactory to Administrative Agent and in full force and effect, the Lessor Financing Statements for such Subject ItemItem of Equipment for recordation in Delaware and in each state in which any Item of Equipment is located and, if the law of such state requires financing statements to be filed in local jurisdictions within such state, in such local jurisdiction. (kj) Administrative Agent shall have received such other confirmatory assignments, conveyances, financing and continuation statements, transfer endorsements and other assurances or instruments other than estoppel certificates or other agreements, certificates or other documents to be delivered by any Sublessee or other Person (other than an Affiliate of Lessee) which Majority Lenders may reasonably request to perfect, preserve or protect Collateral Agent's security interest granted hereunder, in form and substance satisfactory to Majority Lenders as Majority Lenders may reasonably request in writing at least five (5) Business Days before such Funding the Closing Date.