Conditions Precedent to Obligations of the Pass Through Trustees. The obligation of each Pass Through Trustee to make the loan contemplated by Article II is subject to the fulfillment (or the waiver by such Pass Through Trustee) prior to or on the Closing Date of the following conditions precedent: (a) The Company shall have tendered the Equipment Notes to the Loan Trustee for authentication, and the Loan Trustee shall have authenticated such Equipment Notes and shall have tendered the Equipment Notes to the Subordination Agent on behalf of the applicable Pass Through Trustee in accordance with Section 2.02. (b) No change shall have occurred after the date of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities or any court that would make it a violation of law or governmental regulations for the Pass Through Trustees to make the loans contemplated by Section 2.01 or to acquire the Equipment Notes. (c) This Agreement and the following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than the Pass Through Trustees or the Loan Trustee), shall be in full force and effect and executed counterparts (or copies thereof where indicated) thereof shall have been delivered to each Pass Through Trustee: (i) the Intercreditor Agreement; (ii) the Liquidity Facilities; (iii) the Pass Through Trust Agreements; (iv) the Indenture and the Indenture Supplement covering the Aircraft and dated the Closing Date; (v) the Manufacturer's Consent; (vi) a copy of the FAA Bill of Sale; and (vii) a copy of the Warranty Bill ▇▇ ▇ale. (d) A Uniform Commercial Code financin▇ ▇▇atement or statements covering the security interest created by the Indenture shall have been executed and delivered by the Company, as debtor, and by the Loan Trustee, as secured party, and such financing statement or statements shall have been duly filed in all places necessary or desirable within the State of Delaware. (e) Each Pass Through Trustee shall have received the following: (i) a certificate dated the Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company of this Agreement and the Indenture and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Closing Date; (ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Closing Date, as to the due incorporation and good standing of the Company in such state; (iii) an incumbency certificate of the Company as to the person or persons authorized to execute and deliver this Agreement, the Indenture and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and (iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of each of the Operative Documents to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby. (f) On the Closing Date, the following statements shall be correct: (i) the representations and warranties herein of the Company are correct in all material respects as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date) and (ii) no event has occurred and is continuing that constitutes an Event of Default or an Event of Loss or would constitute an Event of Default or Event of Loss but for the requirement that notice be given or time elapse or both. (g) Each Pass Through Trustee and the Loan Trustee shall have received (i) an opinion addressed to it from the General Counsel or an Associate General Counsel of the Company (or such other internal counsel to the Company as shall be reasonably satisfactory to the Pass Through Trustees) substantially in the form set forth in Exhibit A-1 and (ii) opinions addressed to it from Cadwalader, Wickersham & Taft substantially in the forms set forth in Exhibit▇ ▇-▇ ▇▇▇ A-3. (h) Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from Bingham Dana LLP, special counsel for State Street, the Loan Trus▇▇▇ ▇▇▇ ▇▇▇ Subordination Agent, substantially in the form set forth in Exhibit B. (i) Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from Daugherty, Fowler, Peregrin & Haught, A Professional Corporation, special FAA counsel in Oklaho▇▇ ▇▇▇y, Oklahoma, substantially in the form set forth in Exhibit C. (j) Each Pass Through Trustee and the Loan Trustee shall have received a certificate or certificates signed by the chief financial or accounting officer, any Senior Vice President, the Treasurer, any Vice President or any Assistant Treasurer (or any other Responsible Officer) of the Company, dated the Closing Date, certifying as to the correctness of each of the matters stated in Section 3.01(f). (k) Each Pass Through Trustee shall have received a certificate from State Street in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, dated the Closing Date, signed by an authorized officer of State Street in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, certifying for each such entity that no Loan Trustee Liens or Other Party Liens attributable to it, as applicable, exist, and further certifying as to the correctness of each of the matters stated in Section 5.01. (l) Each Pass Through Trustee shall have received opinions addressed to it from Pillsbury Winthrop LLC, special counsel for the Liquidity Provider, substantially in the form set forth in Exhibit D-1, and from German in-house counsel for the Liquidity Provider, substantially in the form set forth in Exhibit D-2. (m) The Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to the Loan Trustee, as to the compliance with the terms of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft. (n) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Closing to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby. (o) The Company shall have entered into the Underwriting Agreement, the Pass Through Certificates shall have been issued and sold pursuant to the Underwriting Agreement and the Underwriters shall have transferred to the Pass Through Trustees in immediately available funds an amount at least equal to the aggregate purchase price of the Equipment Notes to be purchased from the Company. (p) The Loan Trustee shall have received an executed copy of the Manufacturer's Consent substantially in the form set forth in Exhibit E. Promptly upon the recording of the Indenture (with the Indenture Supplement attached) pursuant to the Transportation Code, the Company will cause Daugherty, Fowler, Peregrin & Haught, A Professional Corporation, special FAA counsel in Oklaho▇▇ ▇▇▇y, Oklahoma to deliver to the Subordination Agent on behalf of the Pass Through Trustees, to the Loan Trustee and to the Company an opinion as to the due recording of such instrument and the lack of filing of any intervening documents with respect to the Aircraft.
Appears in 1 contract
Conditions Precedent to Obligations of the Pass Through Trustees. The obligation of each Pass Through Trustee to make the loan contemplated by Article II is subject to the fulfillment (or the waiver by such Pass Through Trustee) prior to or on the Closing Date of the following conditions precedent:
(a) The Company shall have tendered the Equipment Notes to the Loan Trustee for authentication, and the Loan Trustee shall have authenticated such Equipment Notes and shall have tendered the Equipment Notes to the Subordination Agent on behalf of the applicable Pass Through Trustee in accordance with Section 2.02.
(b) No change shall have occurred after the date of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities or any court that would make it a violation of law or governmental regulations for the Pass Through Trustees to make the loans contemplated by Section 2.01 or to acquire the Equipment Notes.
(c) This Agreement and the following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than the Pass Through Trustees or the Loan Trustee), shall be in full force and effect and executed counterparts (or copies thereof where indicated) thereof shall have been delivered to each Pass Through Trustee:
(i) the Intercreditor Agreement;
(ii) the Liquidity Facilities;
(iii) the Pass Through Trust Agreements;
(iv) the Indenture and the Indenture Supplement covering the Aircraft and dated the Closing Date;
(v) the Manufacturer's Consent;
(vi) a copy of the FAA Bill of Sale; and
(vii) a copy of the Warranty Bill Bil▇ ▇▇ ▇aleSale.
(d) A Uniform Commercial Code financin▇ financing st▇▇atement ▇▇ent or statements covering the security interest created by the Indenture shall have been executed and delivered by naming the Company, as debtor, and by the Loan Trustee, as secured party, and such financing statement or statements shall have been duly filed in all places necessary or desirable within the State of Delaware.
(e) Each Pass Through Trustee shall have received the following:
(i) a certificate dated the Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company of this Agreement and the Indenture and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Closing Date;
(ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Closing Date, as to the due incorporation and good standing of the Company in such state;
(iii) an incumbency certificate of the Company as to the person or persons authorized to execute and deliver this Agreement, the Indenture and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and
(iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of each of the Operative Documents to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby.
(f) On the Closing Date, the following statements shall be correct: (i) the representations and warranties herein of the Company are correct in all material respects as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date) and (ii) no event has occurred and is continuing that constitutes an Event of Default or an Event of Loss or would constitute an Event of Default or Event of Loss but for the requirement that notice notices be given or time elapse or both.
(g) Each Pass Through Trustee and the Loan Trustee shall have received (i) an opinion addressed to it from the Anne H. McNamara, Esq., Senior Vice President and General Counsel or an Associate General Counsel of the Company Couns▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇y (or such other internal counsel to the Company as shall be reasonably satisfactory to the Pass Through Trustees) substantially in the form set forth in Exhibit A-1 and (ii) opinions addressed to it from Cadwalader, Wickersham & Taft substantially in the forms set forth in Exhibit▇ ▇-▇ ▇▇▇ A-3.A.
(h) Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from Bingham Dana LLP, special counsel for State Street, the Loan TrusTr▇▇▇▇▇ ▇▇▇ ▇▇▇ e Subordination Agent, substantially in the form set forth in Exhibit B.
(i) Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from DaughertyCrowe & Dunlevy, Fowler, Peregrin & Haught, A Professional CorporationP.C., special FAA counsel in Oklaho▇▇ Oklahoma City, Ok▇▇▇y▇▇a, Oklahoma, substantially ▇▇▇▇▇▇▇tially in the form set forth in Exhibit C.
(j) Each Pass Through Trustee and the Loan Trustee shall have received a certificate or certificates signed by the chief financial or accounting officer, any Senior Vice President, the Treasurer, any Vice President or any Assistant Treasurer (or any other Responsible Officer) of the Company, dated the Closing Date, certifying as to the correctness of each of the matters stated in Section 3.01(f).
(k) Each Pass Through Trustee shall have received a certificate from State Street in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, dated the Closing Date, signed by an authorized officer of State Street in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, certifying for each such entity that no Loan Trustee Liens or Other Party Liens attributable to it, as applicable, exist, and further certifying as to the correctness of each of the matters stated in Section 5.01.
(l) [intentionally left blank]
(m) Each Pass Through Trustee shall have received opinions addressed to it from Pillsbury Winthrop LLCShearman & Sterling, special counsel for the Liquidity Provider, and the Central Legal Department of the Liquidity Provider substantially in the form set forth in Exhibit D-1D-1 and D-2, and from German in-house counsel for the Liquidity Provider, substantially in the form set forth in Exhibit D-2respectively.
(mn) The Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to the Loan Trustee, as to the compliance with the terms of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft.
(no) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Closing to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby.
(op) The Company shall have entered into the Underwriting Placement Agreement, the Class A-1, A-2 and B Pass Through Certificates shall have been issued and sold ▇▇▇d pursuant to the Underwriting Agreement and Placement Agreement, the Underwriters Placement Agents shall have transferred to the Pass Through Trustees in immediately available funds an amount at least equal to the aggregate purchase price of the Series A-1, A-2 and B Equipment Notes to be purchased from the Company, ▇▇▇ ▇▇▇ purchasers of the Class C and Class D Pass Through Certificates shall have transferred to the Class C and Class D Pass Through Trustees in immediately available funds an amount at least equal to the aggregate purchase price of the Series C and Series D Equipment Notes to be purchased from the Company.
(pq) The Loan Trustee shall have received an executed copy of the Manufacturer's Consent substantially in the form set forth in Exhibit E. Promptly upon the recording of the Indenture (with the Indenture Supplement attached) pursuant to the Transportation Code, the Company will cause DaughertyCrowe & Dunlevy, Fowler, Peregrin & Haught, A Professional CorporationP.C., special FAA counsel in OklahoOklahoma City, Oklahoma ▇▇ ▇eli▇▇y, Oklahoma to deliver to ▇ ▇▇ the Subordination Agent on behalf of the Pass Through Trustees, to the Loan Trustee and to the Company an opinion as to the due recording of such instrument and the lack of filing of any intervening documents with respect to the Aircraft.
Appears in 1 contract
Conditions Precedent to Obligations of the Pass Through Trustees. The obligation of each Pass Through Trustee to make the loan contemplated by Article II is subject to the fulfillment (or the waiver by such Pass Through Trustee) prior to or on the Closing Date of the following conditions precedent:
(a) The Company shall have tendered the Equipment Notes to the Loan Trustee for authentication, and the Loan Trustee shall have authenticated such Equipment Notes and shall have tendered the Equipment Notes to the Subordination Agent on behalf of the applicable Pass Through Trustee in accordance with Section 2.02.
(b) No change shall have occurred after the date of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities or any court that would make it a violation of law or governmental regulations for the Pass Through Trustees to make the loans contemplated by Section 2.01 or to acquire the Equipment Notes.. AA-Boeing EETC-Owned Aircraft Participation Agreement
(c) This Agreement and the following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than the Pass Through Trustees or the Loan Trustee), shall be in full force and effect and executed counterparts (or copies thereof where indicated) thereof shall have been delivered to each Pass Through Trustee:
(i) the Intercreditor Agreement;
(ii) the Liquidity Facilities;
(iii) the Pass Through Trust Agreements;
(iv) the Indenture and the Indenture Supplement covering the Aircraft and dated the Closing Date;
(v) the Manufacturer's Consent;
(vi) a copy of the FAA Bill of Sale; and
(vii) a copy of the Warranty Bill Warra▇▇▇ ▇aleBill of Sale.
(d) A Uniform Commercial Code financin▇ fina▇▇atement ▇▇g statement or statements covering the security interest created by the Indenture shall have been executed and delivered by the Company, as debtor, and by the Loan Trustee, as secured party, and such financing statement or statements shall have been duly filed in all places necessary or desirable within the State of Texas and the State of Delaware.
(e) Each Pass Through Trustee shall have received the following:
(i) a certificate dated the Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company of this Agreement and the Indenture and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Closing Date;
(ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Closing Date, as to the due incorporation and good standing of the Company in such state;; AA-Boeing EETC-Owned Aircraft Participation Agreement
(iii) an incumbency certificate of the Company as to the person or persons authorized to execute and deliver this Agreement, the Indenture and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and
(iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of each of the Operative Documents to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby.
(f) On the Closing Date, the following statements shall be correct: (i) the representations and warranties herein of the Company are correct in all material respects as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date) and (ii) no event has occurred and is continuing that constitutes an Event of Default or an Event of Loss or would constitute an Event of Default or Event of Loss but for the requirement that notice notices be given or time elapse or both.
(g) Each Pass Through Trustee and the Loan Trustee shall have received (i) an opinion addressed to it from the General Counsel or an Associate General Counsel of the Anne H. McNamara, Esq., Senior Vice President and Gene▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇he Company (or such other internal counsel to the Company as shall be reasonably satisfactory to the Pass Through Trustees) substantially in the form set forth in Exhibit A-1 and (ii) opinions addressed to it from Cadwalader, Wickersham & Taft substantially in the forms set forth in Exhibit▇ ▇-▇ ▇▇▇ A-3.A.
(h) Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from Bingham Dana LLP, special counsel for State Street, the Loan Trusth▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇ee and the Subordination Agent, substantially in the form set forth in Exhibit B.
(i) Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from DaughertyCrowe & Dunlevy, Fowler, Peregrin & Haught, A Professional CorporationP.C., special FAA counsel in Oklaho▇▇ Oklahoma ▇▇▇y▇, OklahomaO▇▇▇▇▇▇▇, substantially in the form set forth in Exhibit C.
(j) Each Pass Through Trustee and the Loan Trustee shall have received a certificate or certificates signed by the chief financial or accounting officer, any Senior Vice President, the Treasurer, any Vice President or any Assistant Treasurer (or any other Responsible Officer) of the Company, dated the Closing AA-Boeing EETC-Owned Aircraft Participation Agreement Date, certifying as to the correctness of each of the matters stated in Section 3.01(f).
(k) Each Pass Through Trustee shall have received a certificate from State Street in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, dated the Closing Date, signed by an authorized officer of State Street in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, certifying for each such entity that no Loan Trustee Liens or Other Party Liens attributable to it, as applicable, exist, and further certifying as to the correctness of each of the matters stated in Section 5.01.
(l) [intentionally left blank]
(m) Each Pass Through Trustee shall have received opinions addressed to it from Pillsbury Winthrop LLCFulbright & Jaworski, special LLP, counsel for the Liquidity Provider, substantially sub▇▇▇▇▇▇▇▇ly in the form set forth in Exhibit D-1, and from German in-house counsel for the Liquidity Provider, substantially in the form set forth in Exhibit D-2.D.
(mn) The Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to the Loan Trustee, as to the compliance with the terms of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft.
(no) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Closing to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby.
(op) The Company shall have entered into the Underwriting Placement Agreement, the Pass Through Certificates shall have been issued and sold pursuant to the Underwriting Placement Agreement and the Underwriters Placement Agents shall have transferred to the Pass Through Trustees in immediately available funds an amount at least equal to the aggregate purchase price of the Equipment Notes to be purchased from the Company.
(pq) The Loan Trustee shall have received an executed copy of the Manufacturer's Consent substantially in the form set forth in Exhibit E. Promptly upon the recording of the Indenture (with the Indenture Supplement attached) pursuant to the Transportation Code, the Company will cause DaughertyCrowe & Dunlevy, Fowler, Peregrin & Haught, A Professional CorporationP.C., special FAA counsel in OklahoOklahoma City, Oklahoma ▇▇ ▇eli▇▇y, Oklahoma to deliver to ▇ ▇▇ the Subordination Agent on behalf of the Pass Through Trustees, to the Loan Trustee and AA-Boeing EETC-Owned Aircraft Participation Agreement to the Company an opinion as to the due recording of such instrument and the lack of filing of any intervening documents with respect to the Aircraft.
Appears in 1 contract
Conditions Precedent to Obligations of the Pass Through Trustees. The obligation obligations of each Pass Through Trustee to make the loan contemplated by Article II loans described in Section 2 above and of each Pass Through Trustee and the Mortgagee to enter into the Operative Agreements to which it is a party are subject to the fulfillment to the satisfaction (or the waiver by waiver) of such Pass Through Trustee) party prior to or on the Closing Date of the following conditions precedent:
3.1.1 No change shall have occurred after the date of the execution and delivery of this Agreement in applicable Law that makes it a violation of Law for (a) the Owner, either Pass Through Trustee, the Mortgagee or the Subordination Agent to execute, deliver and perform the Operative Agreements to which any of them is a party or (b) either Pass Through Trustee to make the loan contemplated by Section 2.1, to acquire the Equipment Notes or to realize the security afforded by the Indenture.
3.1.2 The Company Owner shall have tendered the Equipment Notes to the Loan Trustee Mortgagee for authentication, authentication and the Loan Trustee Mortgagee shall have authenticated such Equipment Notes and shall have tendered the Equipment Notes to the Subordination Agent on behalf of the applicable each Pass Through Trustee in accordance with Section 2.022.1.
3.1.3 The Subordination Agent, on behalf of each Pass Through Trustee, shall have received executed counterparts or conformed copies of the following documents:
(a) this Agreement;
(b) No change shall have occurred after the date of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities or any court that would make it a violation of law or governmental regulations for the Pass Through Trustees to make the loans contemplated by Section 2.01 or to acquire the Equipment Notes.Financing Statements;
(c) This Agreement the Indenture, the initial Indenture Supplement and the following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than the Pass Through Trustees or the Loan Trustee), shall be in full force and effect and executed counterparts (or copies thereof where indicated) thereof shall have been delivered to each Pass Through Trustee:
(i) the Intercreditor Agreement;
(ii) the Liquidity Facilities;
(iii) the Pass Through Trust Financing Agreements;
(ivd) [the Indenture Pay-Off Letter and the Indenture Supplement covering the Aircraft and dated the Closing Date;Release;]2 and
(ve) [the Manufacturer's Consent;French Pledge Agreement]3.
3.1.4 The Subordination Agent shall have received (viA) a copy of the FAA Bill Restated Certificate of Sale; and
(vii) Incorporation and Bylaws of the Owner and a copy of resolutions of the Warranty Bill ▇▇ ▇ale.
(d) A Uniform Commercial Code financin▇ ▇▇atement board of directors of the Owner or statements covering the security interest created by the Indenture shall have been executed and delivered by the Companyexecutive committee thereof, in each case certified as debtor, and by the Loan Trustee, as secured party, and such financing statement or statements shall have been duly filed in all places necessary or desirable within the State of Delaware.
(e) Each Pass Through Trustee shall have received the following:
(i) a certificate dated the Closing Date of by the Secretary or an Assistant Secretary of the CompanyOwner, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company Owner of this Agreement and the Indenture and each other document Operative Agreement required to be executed and delivered by the Company Owner in accordance with the provisions hereof or and thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Closing Date;
(ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Closing Date, as to the due incorporation and good standing of the Company in such state;
(iii) an incumbency certificate of the Company Owner as to the person or persons authorized to execute and deliver this Agreement, the Indenture and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and
(iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of each of the Operative Documents to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or Agreements on behalf of the Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or therebyOwner.
(f) 3.1.5 On the Closing Date, the following statements shall be correct: (i) representations and warranties of the Owner contained in Section 4.1 hereof and the representations and warranties herein of the Company are Mortgagee in Section 4.2 hereof shall be true and correct in all material respects as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are shall have been true and correct in all material respects on and as of such earlier date) ), and (ii) the Owner shall have performed and observed, in all material respects, all of the covenants of the Owner in this Agreement and in any other Operative Agreement to which it is a party to be observed or performed by it as of the Closing Date.
3.1.6 On the Closing Date, no event has shall have occurred and is continuing that be continuing, or would result from the transactions contemplated hereby, which constitutes (or would, with the passage of time or the giving of notice or both, constitute) an Indenture Event of Default under the Indenture. 2 Insert for Encumbered Aircraft only. 3 Insert for Airbus Aircraft only.
3.1.7 No Event of Loss with respect to the Aircraft shall have occurred and no circumstance, condition, act or event that, with the giving of notice or lapse of time or both, would give rise to or constitute an Event of Loss or would constitute an Event of Default or Event of Loss but for with respect to the requirement that notice be given or time elapse or bothAircraft shall have occurred.
(g) Each Pass Through Trustee and the Loan Trustee 3.1.8 The Subordination Agent shall have received (i) an opinion addressed to it from the General Counsel or an Associate General Counsel following opinions of the Company (or such other internal counsel to the Company as shall be reasonably satisfactory to the Pass Through Trustees) substantially counsel, in the form set forth in Exhibit A-1 and (ii) opinions addressed to it from Cadwalader, Wickersham & Taft substantially in the forms set forth in Exhibit▇ ▇-▇ ▇▇▇ A-3.
(h) Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from Bingham Dana LLP, special counsel for State Street, the Loan Trus▇▇▇ ▇▇▇ ▇▇▇ Subordination Agent, substantially in the form set forth in Exhibit B.
(i) Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from Daugherty, Fowler, Peregrin & Haught, A Professional Corporation, special FAA counsel in Oklaho▇▇ ▇▇▇y, Oklahoma, substantially in the form set forth in Exhibit C.
(j) Each Pass Through Trustee and the Loan Trustee shall have received a certificate or certificates signed by the chief financial or accounting officer, any Senior Vice President, the Treasurer, any Vice President or any Assistant Treasurer (or any other Responsible Officer) of the Companyeach case, dated the Closing Date, certifying as Date and with respect to the correctness of each of the such matters stated in Section 3.01(f).
(k) Each Pass Through Trustee shall have received a certificate from State Street in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, dated the Closing Date, signed by an authorized officer of State Street in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, certifying for each such entity that no Loan Trustee Liens or Other Party Liens attributable to it, as applicable, exist, and further certifying as to the correctness of each of the matters stated in Section 5.01.
(l) Each Pass Through Trustee shall have received opinions addressed to it from Pillsbury Winthrop LLC, special counsel for the Liquidity Provider, substantially in the form set forth in Exhibit D-1, and from German in-house counsel for the Liquidity Provider, substantially in the form set forth in Exhibit D-2.
(m) The Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to the Loan TrusteeSubordination Agent:
(a) an opinion of the General Counsel or Assistant General Counsel for the Owner, substantially in the form of Exhibit A;
(b) an opinion of ▇▇▇▇▇▇ Price P.C., special aircraft counsel for the Owner, substantially in the form of Exhibit B;
(c) an opinion of ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel in Oklahoma City, Oklahoma, substantially in the form of Exhibit C;
(d) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special counsel for the Mortgagees and the Pass Through Trustees, substantially in the form of Exhibit D; and
(e) [an opinion of ▇▇▇▇▇▇▇▇ Chance, special French counsel for the Owner, with respect to the French Pledge Agreement, substantially in the form of Exhibit E.]4
3.1.9 The Subordination Agent shall have received an independent insurance broker’s report, and certificate of insurance, in form and substance reasonably satisfactory to it, as to the due compliance with the terms of Section 7.06 4.06 of the Indenture relating Indenture.
3.1.10 On the Closing Date, the Owner shall have good title to insurance the Aircraft, free and clear of all Liens, except for Permitted Liens [and subject to the filing and recordation of the Release with the FAA and discharge of the International Interest registrations with the International Registry with respect to the AircraftInternational Interests created by the Original Indenture]5.
3.1.11 The Mortgagee shall be entitled to the benefits of Section 1110 (nas currently in effect) with respect to the right to take possession of the Airframe and Engines and to enforce any of its other rights or remedies as provided in the Indenture in the event of a case under Chapter 11 of the Bankruptcy Code in which the Owner is a debtor. 4 Insert for Airbus Aircraft only. 5 Insert for Encumbered Aircraft only.
3.1.12 On the Closing Date, (a) the Indenture and Indenture Supplement entered into on the Closing Date and each other FAA Filed Document shall have been duly filed for recordation (or shall be in the process of being so duly filed for recordation) with the FAA in accordance with the Act and an AC Form 8050-135 shall have been duly submitted to the FAA, (b) the Subordination Agent shall have received priority search certificates identifying the registration of the International Interests made with the International Registry with respect to the interest created by the Indenture in the Airframe and the Engines and confirming that no other undischarged registrations have been made with respect to such Airframe or Engines, [except for registrations evidencing the International Interests of the Original Indenture which will be discharged in accordance with the terms of the Pay-Off Letter,]6 and (c) each Financing Statement shall have been duly filed (or shall be in the process of being so duly filed) in the State of Delaware.
3.1.13 No action or proceeding shall have been instituted instituted, nor shall governmental any action be threatened in writing, before any court or governmental agencyGovernment Entity, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Closing Government Entity, to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or any other Operative Agreement or the transactions contemplated herebyhereby or thereby.
(o) The Company shall 3.1.14 All appropriate action required to have entered into been taken prior to the Underwriting AgreementClosing Date by the FAA, or any governmental or political agency, subdivision or instrumentality of the Pass Through Certificates United States, in connection with the transactions contemplated by this Agreement shall have been issued taken, and sold pursuant all orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Underwriting Closing Date in connection with the transactions contemplated by this Agreement and the Underwriters other Operative Agreements shall have transferred to the Pass Through Trustees in immediately available funds an amount at least equal to the aggregate purchase price of the Equipment Notes to be purchased from the Company.
(p) The Loan Trustee shall have received an executed copy of the Manufacturer's Consent substantially in the form set forth in Exhibit E. been issued. Promptly upon the recording of the Indenture (with the Indenture Supplement attached) pursuant to the Transportation CodeAct and registration and discharge of the International Interests, the Company will Owner shall cause Daugherty, Fowler, Peregrin & Haught, A Professional Corporation, special FAA counsel in Oklaho▇▇▇▇▇ ▇▇▇y▇▇ & ▇▇▇▇▇▇, special counsel in Oklahoma City, Oklahoma, to deliver to the Subordination Agent on behalf of the Pass Through Trustees, to the Loan Trustee and to the Company an opinion as to the due recording of such instrument and the lack of filing of any intervening documents with respect to the Aircraftsuch recordation and registration.
Appears in 1 contract
Conditions Precedent to Obligations of the Pass Through Trustees. The obligation of each Pass Through Trustee to make the loan contemplated by Article II is subject to the fulfillment (or the waiver by such Pass Through Trustee) prior to or on the Closing Date of the following conditions precedent:
(a) The Company shall have tendered the Equipment Notes to the Loan Trustee for authentication, and the Loan Trustee shall have authenticated such Equipment Notes and shall have tendered the Equipment Notes to the Subordination Agent on behalf of the applicable Pass Through Trustee in accordance with Section 2.02.
(b) No change shall have occurred after the date of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities or any court that would make it a violation of law or governmental regulations for the Pass Through Trustees to make the loans contemplated by Section 2.01 or to acquire the Equipment Notes.
(c) This Agreement and the following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than the Pass Through Trustees or the Loan Trustee), shall be in full force and effect and executed counterparts (or copies thereof where indicated) thereof shall have been delivered to each Pass Through Trustee:
(i) the Intercreditor Agreement;
(ii) the Liquidity Facilities;
(iii) the Pass Through Trust Agreements;
(iv) the Indenture and the Indenture Supplement covering the Aircraft and dated the Closing Date;
(v) the Manufacturer's Consent;
(vi) a copy of the FAA Bill of ▇▇ Sale; and
(vii) a copy of the Warranty Bill ▇▇ ▇aleSale.
(d) A Uniform Commercial Code financin▇ ▇▇atement financing statement or statements covering the security interest created by the Indenture shall have been executed and delivered by the Company, as debtor, and by the Loan Trustee, as secured party, and such financing statement or statements shall have been duly filed in all places necessary or desirable within the State of DelawareTexas.
(e) Each Pass Through Trustee shall have received the following:
(i) a certificate dated the Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company of this Agreement and the Indenture and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Closing Date;
(ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Closing Date, as to the due incorporation and good standing of the Company in such state;
(iii) an incumbency certificate of the Company as to the person or persons authorized to execute and deliver this Agreement, the Indenture and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and
(iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of each of the Operative Documents to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby.
(f) On the Closing Date, the following statements shall be correct: (i) the representations and warranties herein of the Company are correct in all material respects as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date) and (ii) no event has occurred and is continuing that constitutes an Event of Default or an Event of Loss or would constitute an Event of Default or Event of Loss but for the requirement that notice notices be given or time elapse or both.
(g) Each Pass Through Trustee and the Loan Trustee shall have received (i) an opinion addressed to it from the General Counsel or an Associate Anne ▇. ▇▇▇▇▇▇▇▇, ▇▇q., Senior Vice President and General Counsel of the Company (or such other internal counsel to the Company as shall be reasonably satisfactory to the Pass Through Trustees) substantially in the form set forth in Exhibit A-1 and (ii) opinions addressed to it from Cadwalader, Wickersham & Taft substantially in the forms set forth in Exhibit▇ ▇-▇ ▇▇▇ A-3.A.
(h) Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from Bingham Dana LLPBing▇▇▇ ▇▇▇▇ ▇▇▇, special counsel for State Street, the Loan Trus▇▇▇ ▇▇▇ ▇▇▇ Trustee and the Subordination Agent, substantially in the form set forth in Exhibit B.
(i) Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from DaughertyCrow▇ & ▇unl▇▇▇, Fowler, Peregrin & Haught, A Professional Corporation▇.C., special FAA counsel in Oklaho▇▇ ▇▇▇yOklahoma City, Oklahoma, substantially in the form set forth in Exhibit C.
(j) Each Pass Through Trustee and the Loan Trustee shall have received a certificate or certificates signed by the chief financial or accounting officer, any Senior Vice President, the Treasurer, any Vice President or any Assistant Treasurer (or any other Responsible Officer) of the Company, dated the Closing Date, certifying as to the correctness of each of the matters stated in Section 3.01(f).
(k) Each Pass Through Trustee shall have received a certificate from State Street in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, dated the Closing Date, signed by an authorized officer of State Street in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, certifying for each such entity that no Loan Trustee Liens or Other Party Liens attributable to it, as applicable, exist, and further certifying as to the correctness of each of the matters stated in Section 5.01.
(l) [intentionally left blank]
(m) Each Pass Through Trustee shall have received opinions addressed to it from Pillsbury Winthrop LLCWinthrop, special counsel Stimpson, Putn▇▇ & ▇obe▇▇▇, ▇▇unsel for the Liquidity Provider, substantially in the form set forth in Exhibit D-1, and from German in-house Schw▇▇▇ ▇▇▇t▇▇ ▇▇▇iewind Kelwig Wick▇, ▇▇rman counsel for the Liquidity Provider, substantially in the form set forth in Exhibit D-2. .
(mn) The Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to the Loan Trustee, as to the compliance with the terms of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft.
(no) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Closing to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby.
(op) The Company shall have entered into the Underwriting Agreement, the Pass Through Certificates shall have been issued and sold pursuant to the Underwriting Agreement and the Underwriters shall have transferred to the Pass Through Trustees in immediately available funds an amount at least equal to the aggregate purchase price of the Equipment Notes to be purchased from the Company.
(pq) The Loan Trustee shall have received an executed copy of the Manufacturer's Consent substantially in the form set forth in Exhibit E. Promptly upon the recording of the Indenture (with the Indenture Supplement attached) pursuant to the Transportation Code, the Company will cause DaughertyCrow▇ & ▇unl▇▇▇, Fowler, Peregrin & Haught, A Professional Corporation▇.C., special FAA counsel in Oklaho▇▇ ▇▇▇yOklahoma City, Oklahoma to deliver to the Subordination Agent on behalf of the Pass Through Trustees, to the Loan Trustee and to the Company an opinion as to the due recording of such instrument and the lack of filing of any intervening documents with respect to the Aircraft.
Appears in 1 contract
Conditions Precedent to Obligations of the Pass Through Trustees. The obligation of each Pass Through Trustee to make the loan contemplated by Article II is subject to the fulfillment (or the waiver by such Pass Through Trustee) prior to or on the Closing Date of the following conditions precedent:
(a) The Company shall have tendered the Equipment Notes to the Loan Trustee for authentication, and the Loan Trustee shall have authenticated such Equipment Notes and shall have tendered the Equipment Notes to the Subordination Agent on behalf of the applicable Pass Through Trustee in accordance with Section 2.02.
(b) No change shall have occurred after the date of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities or any court that would make it a violation of law or governmental regulations for the Pass Through Trustees to make the loans contemplated by Section 2.01 or to acquire the Equipment Notes.
(c) This Agreement and the following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than the Pass Through Trustees or the Loan Trustee), shall be in full force and effect and executed counterparts (or copies thereof where indicated) thereof shall have been delivered to each Pass Through Trustee:
(i) the Intercreditor Agreement;
(ii) the Liquidity Facilities;
(iii) the Pass Through Trust Agreements;
(iv) the Indenture and the Indenture Supplement covering the Aircraft and dated the Closing Date;
(v) the Manufacturer's Consent;
(vi) a copy of the FAA Bill of ▇▇ Sale; and
(vii) a copy of the Warranty Bill ▇▇ ▇aleSale.
(d) A Uniform Commercial Code financin▇ ▇▇atement financing statement or statements covering the security interest created by the Indenture shall have been executed and delivered by the Company, as debtor, and by the Loan Trustee, as secured party, and such financing statement or statements shall have been duly filed in all places necessary or desirable within the State of DelawareGeorgia.
(e) Each Pass Through Trustee shall have received the following:
(i) a certificate dated the Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company of this Agreement and the Indenture and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Closing Date;
(ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Closing Date, as to the due incorporation and good standing of the Company in such state;
(iii) an incumbency certificate of the Company as to the person or persons authorized to execute and deliver this Agreement, the Indenture and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and
(iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of each of the Operative Documents to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby.
(f) On the Closing Date, the following statements shall be correct: (i) the representations and warranties herein of the Company are correct in all material respects as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date) and (ii) no event has occurred and is continuing that constitutes an Event of Default or an Event of Loss or would constitute an Event of Default or Event of Loss but for the requirement that notice be given or time elapse or both.
(g) Each Pass Through Trustee and the Loan Trustee shall have received (i) an opinion addressed to it from the General Counsel or an Associate General Counsel of the Company (or such other internal counsel to the Company as shall be reasonably satisfactory to the Pass Through Trustees) substantially in the form set forth in Exhibit A-1 and (ii) opinions addressed to it from Cadwalader, Wickersham Wick▇▇▇▇▇▇ & Taft substantially ▇aft ▇▇▇stantially in the forms set forth in Exhibit▇ ▇-▇ ▇▇▇ Exhibits A-2 and A-3.
(h) Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from Bingham Dana LLPBing▇▇▇ ▇▇▇▇ ▇▇▇, special counsel for State Street, the Loan Trus▇▇▇ ▇▇▇ ▇▇▇ Trustee and the Subordination Agent, substantially in the form set forth in Exhibit B.
(i) Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from Daugherty, Fowler, Peregrin & HaughtHaug▇▇, A ▇ Professional Corporation, special FAA counsel in Oklaho▇▇ ▇▇▇yOklahoma City, Oklahoma, substantially in the form set forth in Exhibit C.
(j) Each Pass Through Trustee and the Loan Trustee shall have received a certificate or certificates signed by the chief financial or accounting officer, any Senior Vice President, the Treasurer, any Vice President or any Assistant Treasurer (or any other Responsible Officer) of the Company, dated the Closing Date, certifying as to the correctness of each of the matters stated in Section 3.01(f).
(k) Each Pass Through Trustee shall have received a certificate from State Street in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, dated the Closing Date, signed by an authorized officer of State Street in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, certifying for each such entity that no Loan Trustee Liens or Other Party Liens attributable to it, as applicable, exist, and further certifying as to the correctness of each of the matters stated in Section 5.01.
(l) Each Pass Through Trustee shall have received opinions addressed to it from Pillsbury Winthrop LLC, special New York in-house counsel for the Liquidity Provider, substantially in the form set forth in Exhibit D-1, and from German in-house counsel for the Liquidity Provider, substantially in the form set forth in Exhibit D-2.
(m) The Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to the Loan Trustee, as to the compliance with the terms of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft.
(n) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Closing to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby.
(o) The Company shall have entered into the Underwriting Agreement, the Pass Through Certificates shall have been issued and sold pursuant to the Underwriting Agreement and the Underwriters shall have transferred to the Pass Through Trustees in immediately available funds an amount at least equal to the aggregate purchase price of the Equipment Notes to be purchased from the Company.
(p) The Loan Trustee shall have received an executed copy of the Manufacturer's Consent substantially in the form set forth in Exhibit E. Promptly upon the recording of the Indenture (with the Indenture Supplement attached) pursuant to the Transportation Code, the Company will cause Daugherty, Fowler, Peregrin & HaughtHaug▇▇, A ▇ Professional Corporation, special FAA counsel in Oklaho▇▇ ▇▇▇yOklahoma City, Oklahoma to deliver to the Subordination Agent on behalf of the Pass Through Trustees, to the Loan Trustee and to the Company an opinion as to the due recording of such instrument and the lack of filing of any intervening documents with respect to the Aircraft.
Appears in 1 contract
Conditions Precedent to Obligations of the Pass Through Trustees. The obligation of each Pass Through Trustee to make the loan contemplated by Article II is subject to the fulfillment (or the waiver by such Pass Through Trustee) prior to or on the Closing Date of the following conditions precedent:
(a) The Company shall have tendered the Equipment Notes to the Loan Trustee for authentication, and the Loan Trustee shall have authenticated such Equipment Notes and shall have tendered the Equipment Notes to the Subordination Agent on behalf of the applicable Pass Through Trustee in accordance with Section 2.02.
(b) No change shall have occurred after the date of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities or any court that would make it a violation of law or governmental regulations for the Pass Through Trustees to make the loans contemplated by Section 2.01 or to acquire the Equipment Notes.
(c) This Agreement and the following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than the Pass Through Trustees or the Loan Trustee), shall be in full force and effect and executed counterparts (or copies thereof where indicated) thereof shall have been delivered to each relevant Pass Through Trustee:
(i) the Intercreditor Agreement;
(ii) the Primary Liquidity FacilitiesFacilities relating to the Pass Through Certificates, Series 2002-1G and Pass Through Certificates, Series 2002-1C;
(iii) the Above-Cap Liquidity Agreement relating to the Pass Through Certificates, Series 2002-1G;
(iv) the Policy relating to the Pass Through Certificates, Series 2002-1G;
(v) the Pass Through Trust Agreements;
(ivvi) the Indenture and the Indenture Supplement covering the Aircraft and dated the Closing Date;
(vvii) the Manufacturer's Consent;
(viviii) a copy of the FAA Bill ▇▇▇▇ of Sale; and
(viiix) a copy of the Warranty Bill ▇▇▇▇ ▇aleof Sale.
(d) A Uniform Commercial Code financin▇ ▇▇atement financing statement or statements covering the security interest created by the Indenture shall have been executed and delivered by naming the Company, as debtor, and by the Loan Trustee, as secured party, and such financing statement or statements shall have been duly filed in all places necessary or desirable within the State of Delaware.
(e) Each Pass Through Trustee shall have received the following:
(i) a certificate dated the Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company of this Agreement and the Indenture and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Closing Date;
(ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Closing Date, as to the due incorporation and good standing of the Company in such state;
(iii) an incumbency certificate of the Company as to the person or persons authorized to execute and deliver this Agreement, the Indenture and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and
(iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of each of the Operative Documents to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby.
(f) On the Closing Date, the following statements shall be correct: (i) the representations and warranties herein of the Company are correct in all material respects as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date) and (ii) no event has occurred and is continuing that constitutes an Event of Default or an Event of Loss or would constitute an Event of Default or Event of Loss but for the requirement that notice notices be given or time elapse or both.
(g) Each Pass Through Trustee and the Loan Trustee shall have received (i) an opinion addressed to it from the General Counsel or an Associate ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., Senior Vice President and General Counsel of the Company (or such other internal counsel to the Company as shall be reasonably satisfactory to the Pass Through Trustees) substantially in the form set forth in Exhibit A-1 and (ii) opinions addressed to it from Cadwalader, Wickersham & Taft substantially in the forms set forth in Exhibit▇ ▇-▇ ▇▇▇ A-3.A.
(h) Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from Bingham Dana ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, special counsel for State Street, the Loan Trus▇▇▇ ▇▇▇ ▇▇▇ Trustee and the Subordination Agent, substantially in the form set forth in Exhibit B.
(i) Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from Daugherty▇▇▇▇▇ & ▇▇▇▇▇▇▇, Fowler, Peregrin & Haught, A Professional CorporationP.C., special FAA counsel in Oklaho▇▇ ▇▇▇yOklahoma City, Oklahoma, substantially in the form set forth in Exhibit C.
(j) Each Pass Through Trustee and the Loan Trustee shall have received a certificate or certificates signed by the chief financial or accounting officer, any Senior Vice President, the Treasurer, any Vice President or any Assistant Treasurer (or any other Responsible Officer) of the Company, dated the Closing Date, certifying as to the correctness of each of the matters stated in Section 3.01(f).
(k) Each Pass Through Trustee shall have received a certificate from State Street in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, dated the Closing Date, signed by an authorized officer of State Street in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, certifying for each such entity that no Loan Trustee Liens or Other Party Liens attributable to it, as applicable, exist, and further certifying as to the correctness of each of the matters stated in Section 5.01.
(l) [intentionally left blank]
(m) Each Pass Through Trustee shall have received opinions addressed to it from Pillsbury Winthrop LLCfrom
(i) Vedder, special Price, ▇▇▇▇▇▇▇▇ & Kammholz, external counsel for the Primary Liquidity Provider, and from internal counsel of the Primary Liquidity Provider, substantially in the form set forth in Exhibit D-1D-1 and D-2, respectively; and from German in-house (ii) Sidley, Austin, ▇▇▇▇▇ & ▇▇▇▇, as U. S. external counsel for the Above-Cap Liquidity Provider, substantially in the form set forth of Exhibit D-3, and as U. K. external counsel for the Above-Cap Liquidity Provider, substantially in the form of Exhibit D-2D-4.
(mn) The Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to the Loan Trustee, as to the compliance with the terms of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft.
(no) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Closing to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby.
(op) The Company shall have entered into the Underwriting Agreement, the Class G Pass Through Certificates shall have been issued and sold pursuant to the Underwriting Agreement Agreement, and the Underwriters shall have transferred to the Class G Pass Through Trustee in immediately available funds an amount at least equal to the aggregate purchase price of the Series G Equipment Notes to be purchased from the Company; and the purchasers of the Class C and Class D Pass Through Certificates shall have transferred to the Class C and Class D Pass Through Trustees in immediately available funds an amount at least equal to the aggregate purchase price of the Series C and Series D Equipment Notes to be purchased from the Company.
(pq) The Loan Trustee shall have received an executed copy of the Manufacturer's Consent substantially in the form set forth in Exhibit E. Promptly upon the recording of the Indenture (with the Indenture Supplement attached) pursuant to the Transportation Code, the Company will cause Daugherty▇▇▇▇▇ & ▇▇▇▇▇▇▇, Fowler, Peregrin & Haught, A Professional CorporationP.C., special FAA counsel in Oklaho▇▇ ▇▇▇yOklahoma City, Oklahoma to deliver to the Subordination Agent on behalf of the Pass Through Trustees, to the Loan Trustee and to the Company an opinion as to the due recording of such instrument and the lack of filing of any intervening documents with respect to the Aircraft.
Appears in 1 contract
Conditions Precedent to Obligations of the Pass Through Trustees. The obligation of each Pass Through Trustee to make the loan contemplated by Article II is subject to the fulfillment (or the waiver by such Pass Through Trustee) prior to or on the Closing Date of the following conditions precedent:
(a) The Company shall have tendered the Equipment Notes to the Loan Trustee for authentication, and the Loan Trustee shall have authenticated such Equipment Notes and shall have tendered the Equipment Notes to the Subordination Agent on behalf of the applicable Pass Through Trustee in accordance with Section 2.02.
(b) No change shall have occurred after the date of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities or any court that would make it a violation of law or governmental regulations for the Pass Through Trustees to make the loans contemplated by Section 2.01 or to acquire the Equipment NotesNotes or to realize the benefits of the security afforded by the Indenture.
(c) This Agreement and the following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than the Pass Through Trustees or the Loan Trustee), shall be in full force and effect and executed counterparts (or copies thereof where indicated) thereof shall have been delivered to each relevant Pass Through Trustee:
(i) the Intercreditor Agreement;
(ii) the Class G Liquidity FacilitiesFacility relating to the Pass Through Certificates, Series 2003-1G;
(iii) the Policy relating to the Pass Through Certificates, Series 2003-1G;
(iv) the Pass Through Trust Agreements;
(ivv) the Indenture and the Indenture Supplement covering the Aircraft and dated the Closing Date;
(vvi) the Manufacturer's Consent;
(vivii) a copy of the FAA Bill ▇▇▇▇ of Sale; and
(viiviii) a copy of the Warranty Bill ▇▇▇▇ ▇aleof Sale.
(d) A Uniform Commercial Code financin▇ ▇▇atement financing statement or statements covering the security interest created by the Indenture shall have been executed and delivered by naming the Company, as debtor, and by the Loan Trustee, as secured party, and such financing statement or statements shall have been duly filed in all places necessary or desirable within the State of Delaware.
(e) Each Pass Through Trustee shall have received the following:
(i) a certificate dated the Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company of this Agreement and the Indenture and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Closing Date;
(ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Closing Date, as to the due incorporation and good standing of the Company in such state;
(iii) an incumbency certificate of the Company as to the person or persons authorized to execute and deliver this Agreement, the Indenture and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and
(iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of each of the Operative Documents to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby.
(f) On the Closing Date, the following statements shall be correct: (i) the representations and warranties herein of the Company are correct in all material respects as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date) and (ii) no event has occurred and is continuing that constitutes an Event of Default or an Event of Loss or would constitute an Event of Default or Event of Loss but for the requirement that notice notices be given or time elapse or both.
(g) Each Pass Through Trustee and the Loan Trustee shall have received (i) an opinion addressed to it from the General Counsel or an Associate ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Senior Vice President and General Counsel of the Company (or such other internal counsel to the Company as shall be reasonably satisfactory to the Pass Through Trustees) ), substantially in the form set forth in Exhibit A-1 and (ii) opinions addressed to it from Cadwalader, Wickersham & Taft substantially in the forms set forth in Exhibit▇ ▇-▇ ▇▇▇ A-3.A.
(h) Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from Bingham Dana ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for State StreetU.S. Bank, the Loan Trus▇▇▇ ▇▇▇ ▇▇▇ Trustee and the Subordination Agent, substantially in the form set forth in Exhibit B.
(i) Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from Daugherty▇▇▇▇▇ & ▇▇▇▇▇▇▇, Fowler, Peregrin & Haught, A Professional CorporationP.C., special FAA counsel in Oklaho▇▇ ▇▇▇yOklahoma City, Oklahoma, substantially in the form set forth in Exhibit C.
(j) Each Pass Through Trustee and the Loan Trustee shall have received a certificate or certificates signed by the chief financial or accounting officer, any Senior Vice President, the Treasurer, any Vice President or any Assistant Treasurer (or any other Responsible Officer) of the Company, dated the Closing Date, certifying as to the correctness of each of the matters stated in Section 3.01(f).
(k) Each Pass Through Trustee shall have received a certificate from State Street U.S. Bank in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, dated the Closing Date, signed by an authorized officer of State Street U.S. Bank in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, certifying for each such entity that no Loan Trustee Liens or Other Party Liens attributable to it, as applicable, exist, and further certifying as to the correctness of each of the matters stated in Section 5.01.
(l) Each Pass Through Trustee shall have received opinions addressed to it from Pillsbury Winthrop LLC, special counsel for the Liquidity Provider, substantially in the form set forth in Exhibit D-1, and from German in-house counsel for the Liquidity Provider, substantially in the form set forth in Exhibit D-2.[intentionally left blank]
(m) The Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to the Loan Trustee, as to the compliance with the terms of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft.
(n) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Closing to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby.
(o) The Company shall have entered into the Underwriting Agreement, the Class G Pass Through Certificates shall have been issued and sold pursuant to the Underwriting Agreement Agreement, and the Underwriters shall have transferred to the Class G Pass Through Trustee in immediately available funds an amount at least equal to the aggregate purchase price of the Series G Equipment Notes to be purchased from the Company; and the purchasers of the Class C and Class D Pass Through Certificates shall have transferred to the Class C and Class D Pass Through Trustees in immediately available funds an amount at least equal to the aggregate purchase price of the Series C and Series D Equipment Notes to be purchased from the Company.
(p) The Loan Trustee shall have received an executed copy of the Manufacturer's Consent substantially in the form set forth in Exhibit E. D.
(q) The Loan Trustee shall have received a copy of a current, valid standard certificate of airworthiness for the Aircraft duly issued by the FAA, together with a copy of a duly executed certificate of registration of the Aircraft with the FAA in the name of the Company.
(r) The Company shall have good title to the Aircraft, free and clear of all Liens except Permitted Liens. Promptly upon the recording of the Indenture (with the Indenture Supplement attached) pursuant to the Transportation Code, the Company will cause Daugherty▇▇▇▇▇ & ▇▇▇▇▇▇▇, Fowler, Peregrin & Haught, A Professional CorporationP.C., special FAA counsel in Oklaho▇▇ ▇▇▇yOklahoma City, Oklahoma to deliver to the Subordination Agent on behalf of Agent, to the Pass Through Trustees, to the Loan Trustee and to the Company an opinion as to the due recording of such instrument and the lack of filing of any intervening documents with respect to the Aircraft.
Appears in 1 contract