Intermediate Lessee definition

Intermediate Lessee means a special purpose Person (including trusts) (other than an Owner Subsidiary unless ILFC certifies to the Administrative Agent that having an Owner Subsidiary act in that capacity is in its judgment advisable for tax or other regulatory purposes) which (a) is organized under the laws of any jurisdiction determined to be acceptable in accordance with Leasing Company Practice, (b) subject to the Local Requirements Exception, is wholly owned by a Subsidiary Holdco, an Owner Subsidiary or another Intermediate Lessee, and (c) may determine to enter into a lease with another Intermediate Lessee or may determine in accordance with the provisions of Section 2.10 to enter into one or more Leases as lessor with the applicable Lessee(s).

Intermediate Lessee means, in respect of any Lease of a Portfolio Aircraft, a Grantor (that is also a Borrower Group Company) which (a) is organized under the laws of any jurisdiction, the laws of which do not impair or prohibit any pledge of the Ownership Interests therein or impair or prohibit such Grantor from granting a perfected first-priority lien on its property (subject to the Aircraft Perfection Requirements), (b) 100% of the Ownership Interest therein is held by a Borrower Group Company and the Security Trustee has a first priority perfected security interest (subject only to Permitted Encumbrances) in the related Pledged Shares and (c) may, in accordance with the provisions of Section 5.16, enter into an Intermediate Lease as lessor with the applicable Lessee or shall enter into an Intermediate Lease as lessor with another Intermediate Lessee.

Intermediate Lessee means, in respect of any Lease of Pool Aircraft, a Person (other than a Borrower) which, subject to the Local Requirements Exception, is wholly owned by a Borrower Party and which the Parent Borrower may determine in accordance with the provisions of Section 2.12(c) shall enter into a Lease as lessor with the applicable Lessee. Each Initial Intermediate Lessee shall be an Intermediate Lessee for purposes of the Loan Documents.

Examples of Intermediate Lessee in a sentence

• Upon satisfaction of the conditions set forth in the preceding sentence with respect to any Pool Aircraft, the Collateral Agent’s security interest in, and Lien on, the Equity Collateral directly related to such Pool Aircraft (including, subject to Sections 2.10(d) and (g), in respect of the related Intermediate Lessee and Owner Subsidiary) shall be automatically released and Schedule 3.17(a) shall be amended to reflect the removal of such Pool Aircraft from the Designated Pool.

• The Collateral Agent shall promptly execute and deliver to the Borrower, at the Borrower’s expense, all documents that the Borrower shall reasonably request to evidence its release of the security interests in, and Liens on, the relevant Equity Collateral related to the relevant Pool Aircraft (including, subject to Sections 2.10(d) and (g), in respect of the related Intermediate Lessee and Owner Subsidiary).

• If an Intermediate Lessee’s status is terminated as such, the Collateral Agent’s security interests in and Liens on the Equity Interest in such Intermediate Lessee and the obligations of such Intermediate Lessee under the Loan Documents shall be automatically released.

• A Lessor Subsidiary Owns each Pool Aircraft, and a Borrower Party or Guarantor Party holds 100% of the Equity Interest in each Intermediate Lessee and each Lessor Subsidiary.

• Except as provided in Section 2.10(d) or (f), no Borrower Party shall sell, transfer or otherwise dispose of any of its Equity Interest in any Intermediate Lessee or any Lessor Subsidiary.

More Definitions of Intermediate Lessee

Intermediate Lessee means, in respect of any Lease of a Pool Aircraft, a Person (other than the Grantor that Owns such Pool Aircraft) which, subject to the Local Requirements Exception, is wholly owned, directly or indirectly, by the Issuer and which the Issuer may determine is an Intermediate Lessee in accordance with the provisions of Section 2.18(d).

Intermediate Lessee means, in respect of any Lease of Pool Aircraft, a Grantor (that is also a Borrower Party) which (i) is organized or incorporated under the laws of Delaware, Connecticut, Utah, Ireland, Bermuda, Australia, France, Switzerland, the United Kingdom, Luxembourg, the Cayman Islands or any other jurisdiction reasonably acceptable to the Collateral Agent, (ii) subject to the Local Requirements Exception, 100% of the Equity Interest therein is held by a Borrower Party (that is also a Grantor) and the Collateral Agent has a first priority perfected security interest (subject only to Permitted Liens) in the related Equity Collateral and (iii) the Borrower may determine in accordance with the provisions of Section 2.10 shall enter into a Lease as lessor with the applicable Lessee or shall enter into an Intermediate Lease as lessor with another Intermediate Lessee or is on the Effective Date a party to such a Lease or such an Intermediate Lease, as the case may be.

Intermediate Lessee means each direct Wholly-owned Subsidiary (subject to the Local Requirements Exception) of a Parent Holdco other than any Pledged SPE, all of whose issued and outstanding Equity Interests constitute Collateral.

Intermediate Lessee means, in respect of the delivery of a specific Aircraft, such person (other than the Borrower or a Sub-Borrower) as the Guarantor or the Borrower may determine in accordance with the provisions of Clause 3.3 (Sub-Borrower/Intermediate Lessees) shall enter into a Lease as lessor with the relevant Lessee or with another Intermediate Lessee.

Intermediate Lessee means a special purpose Person or vehicle (including trusts) (other than an Owner Subsidiary) which (a) is organized under the laws of any jurisdiction determined to be acceptable in accordance with Leasing Company Practice, (b) subject to the Local Requirements Exception, is wholly owned by a Subsidiary Holdco, an Owner Subsidiary or another Intermediate Lessee, (c) may determine in accordance with the provisions of Section 2.10 to enter into a Lease as lessor with the applicable Lessee and (d) does not hold legal or beneficial title to any Aircraft.

Intermediate Lessee means, in respect of any Lease of a Aircraft, a Borrower Group Company which (a) is organized or incorporated under the laws of Delaware, Connecticut, Utah (or any other state of the United States) or Ireland or any other jurisdiction that is reasonably agreed between the Borrower and the Administrative Agent, (b) 100% of the Ownership Interest therein is held by a Borrower Group Company and the Security Trustee has a first priority perfected security interest (subject only to Permitted Encumbrances) in the related Pledged Shares and (c) may, in accordance with the provisions of Section 5.16, enter into an Intermediate Lease as lessor with the applicable Lessee or shall enter into an Intermediate Lease as lessor with another Intermediate Lessee.

Intermediate Lessee means, in respect of any Lease of Pool Aircraft, a Person (other than a Lessor Subsidiary) which, subject to the Local Requirements Exception, is wholly owned by a Subsidiary Holdco and which such Subsidiary Holdco may determine in accordance with the provisions of Section 2.10 to enter into a Lease as lessor with the applicable Lessee.