Replacement Airframes and Replacement Engines. At any time an Airframe or Engine is to be replaced under or pursuant to Section 10 of the Lease by a Replacement Airframe or Replacement Engine, the Owner Trustee shall direct the Indenture Trustee to execute and deliver to the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following: (1) A written request from the Owner Trustee, requesting such release specifically describing the Airframe and/or Engine(s) so to be released. (2) A certificate signed by a duly authorized officer of Lessee stating the following: A. With respect to the replacement of any Airframe: (i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number; (ii) a description of the Replacement Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released; (iii) that the Replacement Airframe is of the same or an improved model as the Airframe requested to be released from this Indenture; (iv) the value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be not less than the value, utility and remaining useful life (without regard to hours or cycles) of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and (v) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe, in the performance of any of the terms and covenants of the Lease. B. with respect to the replacement of any Engine: (i) a description of the Engine which shall be identified by manufacturer's serial number; (ii) a description of the Replacement Engine (including the manufacturer's name and serial number) as consideration for the Engine to be released; (iii) that such Replacement Engine is substantially the same as the Engine to be released (or an improved model); (iv) the value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Engine as of the date of such certificate (which value shall not be less than the value, utility and remaining useful life (without regard to hours or cycles) of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease)); (v) that each of the conditions specified in Section 10(b) of the Lease with respect to such Replacement Engine have been satisfied; and (vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived. (a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien of this Indenture. (b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine. (4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee confirming the accuracy of the information set forth in clause (2)A(iv) of this Section 5.06. (5) The opinion of in-house counsel to Lessee, or other counsel satisfactory to the Indenture Trustee, stating that the Replacement Airframe or Replacement Engine has been validly subjected to the lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest of the Owner Trustee to and the lien of this Trust Indenture on such Replacement Aircraft or Replacement Engine.
Appears in 5 contracts
Sources: Trust Indenture and Security Agreement (Northwest Airlines Inc /Mn), Trust Indenture and Security Agreement (Northwest Airlines Inc /Mn), Trust Indenture and Security Agreement (Northwest Airlines Corp)
Replacement Airframes and Replacement Engines. At any time an and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is to required to, be replaced under Section 10.03, 11.03 or pursuant to Section 10 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied and is continuing or waived, and that Lessee will not be in default, by would result from the making and granting of the request for release and the addition of a Replacement Airframe, ;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Liens permitted under Section 6.01 of the same Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the Engine to be released (or an improved model)terms of the Lease;
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10(b) 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust an Indenture and Security Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Trust Agreement and to the Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A.(vi) of this Section 5.069.
(5) The opinion of in-house Davis Polk & Wardwell, special counsel to the Lessee, or other counsel satisfactory counse▇ ▇▇▇▇▇▇▇▇ly ▇▇▇▇▇▇▇▇tory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such Replacement Aircraft Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 5 contracts
Sources: Trust Indenture and Security Agreement (Federal Express Corp), Trust Indenture and Security Agreement (Federal Express Corp), Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time an Airframe or Engine is to be replaced under or pursuant to Section 10 of the Lease by a Replacement Airframe or Replacement Engine, if no Lease Event of Default is continuing, the Owner Trustee shall direct the Indenture Trustee to execute and deliver to the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, requesting such release specifically describing the Airframe and/or Engine(s) so to be released.
(2) A certificate signed by a duly authorized officer of Lessee stating the following:
A. With (A) with respect to the replacement Replacement of any Airframe:
(i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Trust Agreement and Indenture Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of such Replacement Airframe free and clear of all Liens except as are permitted by Section 6 of the Lease, that such Replacement Airframe will on such date be in good working order and condition, and that such Replacement Airframe has been or, substantially concurrently with such withdrawal, will be duly registered in the name of the Owner Trustee under the Federal Aviation Act or under the law then applicable to the registration of the Airframe and that an airworthiness certificate has been duly issued under the Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe, and that such registration and certificate is in full force and effect, and that Lessee will have the full right and authority to use such Replacement Airframe;
(iv) the existence of the insurance required by Section 11 of the Lease with respect to such Replacement Airframe and the payment of all premiums then due thereon;
(v) that the Replacement Airframe is of the same or an improved model as the Airframe requested to be released from this Indenture;
(ivvi) the value, utility and remaining useful life (without regard to hours or cycles) fair market value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be not less than the value, utility and remaining useful life (without regard to hours or cycles) then fair market value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) the fair market value of the Airframe immediately prior to the date the Airframe suffered an Event of Loss (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(viii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe, in the performance of any of the terms and covenants of the Lease.; and
B. (ix) that the release of the Airframe so to be released will not be in contravention of any of the provisions of this Indenture; or
(B) with respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Trust Agreement and Indenture Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except as are permitted by Section 6 of the Lease, that such Replacement Engine will on such date be in good working order and condition and that such Replacement Engine is substantially the same as the Engine to be released (or an improved model);
(iv) the value, utility and remaining useful life (without regard to hours or cycles) fair market value of the Replacement Engine as of the date of such certificate (which value shall not be less than the value, utility and remaining useful life (without regard to hours or cycles) then fair market value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) the fair market value of the Engine to be released (immediately prior to any Event of Loss suffered by such Engine and assuming that such Engine was in the condition and repair required to be maintained under the Lease);
(vi) that each of the conditions specified in Section 10(b) of the Lease with respect to such Replacement Engine have been satisfied; andsatisfied and that Lessee will not be in default, by the making and granting of the request for release and the addition of the Replacement Engine, in the performance of any of the terms and covenants of the Lease;
(vivii) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived; and
(viii) that the release of the Engine so to be released will not be in contravention of any of the provisions of this Indenture.
(a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee confirming the accuracy of the information set forth in clause (2)A(iv2)A(vi) of this Section 5.06.
(5) The opinion of in-house counsel to Lessee, or other counsel satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Trust Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be lawfully released from the lien of this Trust Indenture and all conditions precedent herein provided relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest of the Owner Trustee to and the lien of this Trust Indenture on such Replacement Aircraft or Replacement Engine.
Appears in 4 contracts
Sources: Trust Indenture and Security Agreement (Northwest Airlines Corp), Trust Indenture and Security Agreement (Northwest Airlines Corp), Trust Indenture and Security Agreement (Northwest Airlines Corp)
Replacement Airframes and Replacement Engines. At any time an and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is to required to, be replaced under Section 10.03, 11.03 or pursuant to Section 10 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied and is continuing or waived, and that Lessee will not be in default, by would result from the making and granting of the request for release and the addition of a Replacement Airframe, ;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Liens permitted under Section 6.01 of the same Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the Engine to be released (or an improved model)terms of the Lease;
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10(b) 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust an Indenture and Security Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Trust Agreement and to the Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A.(vi) of this Section 5.069.
(5) The opinion of in-house ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Lessee, or other counsel reasonably satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such Replacement Aircraft Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 2 contracts
Sources: Trust Indenture and Security Agreement (Federal Express Corp), Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time an and from time to time any Airframe or Engine may, or is to required to, be replaced under Section 8(a) or pursuant to Section 10 7(e) of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of such Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the supplement to this Indenture relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good title to such Replacement Airframe free and clear of all Liens except Permitted Liens that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Aviation Act (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Section 9 of the Lease is in full force and effect with respect to such Replacement Airframe;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time exists or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and that Lessee will not be in default, by result from the making and granting of the request for release and the addition of a Replacement Airframe, ;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee; and
(x) that each of the conditions specified in Section 8(d) of the Lease with respect to such Replacement Airframe has been satisfied.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the supplement to this Indenture relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Permitted Liens, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the same as terms of the Engine Lease and will otherwise conform to be released (or an improved model)the requirements set forth in the definition of "Replacement Engine";
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (without regard to the number of hours or cycles remaining until the next scheduled maintenance visit, and assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10(b7(e) of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and supplement to this Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Trust Agreement and to the Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing reasonably satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A(vi) of this Section 5.069.
(5) The opinion opinions of in-house counsel to the Lessee (which may be Lessee's General Counsel), or (with respect to those matters set forth in clause (ii) below relating to the filing of documents pursuant to the Transportation Code) of the Lessee's special aviation counsel, or (in either case) other counsel reasonably satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such Replacement Aircraft Airframe or Replacement EngineEngine and, with respect to a Replacement Airframe, the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Replacement Airframes and Replacement Engines. At any time an and from time to time any Airframe or Engine may, or is to required to, be replaced under Section 3(i), 11(a), or pursuant to Section 10 11(b) of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of such Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the supplement to this Indenture relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 8 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Aviation Act (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Section 12 of the Lease is in full force and effect with respect to such Replacement Airframe;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time exists or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and that Lessee will not be in default, by result from the making and granting of the request for release and the addition of a Replacement Airframe, ;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee; and
(x) that each of the conditions specified in Section 11(a)(1) of the Lease with respect to such Replacement Airframe has been satisfied.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the supplement to this Indenture relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Liens permitted under Section 8 of the same Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the Engine terms of the Lease and will otherwise conform to be released (or an improved model)the requirements set forth in the definition of "Replacement Engine";
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (without regard to the number of hours or cycles remaining until the next scheduled maintenance visit, and assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10(b11(a) or 11(b) of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and supplement to this Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Trust Agreement and to the Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing reasonably satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A(vi) of this Section 5.069.08.
(5) The opinion opinions of in-house ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special counsel to the Lessee, and of Special Aviation Counsel, or (in either case) other counsel reasonably satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such Replacement Aircraft Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Sources: Participation Agreement (Atlantic Coast Airlines Inc)
Replacement Airframes and Replacement Engines. At any time an --------------------------------------------- and from time to time any Airframe or Engine which has been subject to an Event of Loss (or is treated as such pursuant to Section 9(b) of the Lease) and may, or is required to, be replaced under Section 9(b), 10(a) or pursuant to Section 10 10(b) of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, and the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Trust Agreement and Trust Indenture Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of such Replacement Airframe free and clear of all Liens except Permitted Liens, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Act or under the law then applicable to the registration of the Airframe and that an airworthiness certificate has been duly issued under the Act (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Section 11 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility value and remaining useful life (without regard to hours or cycles) of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility value and remaining useful life (without regard to hours or cycles) of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, Lease Payment Default or Lease Bankruptcy Default has occurred which has not been remedied and is continuing or waived, and that Lessee will not be in default, by would result from the making and granting of the request for release and the addition of a Replacement Airframe, ;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and covenants will constitute a first perfected Lien thereon; and
(x) that each of the Leaseconditions specified in Section 10 of the Lease with respect to such Replacement Airframe has been satisfied.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Trust Agreement and Trust Indenture Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Permitted Liens, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the same as terms of the Engine to be released (or an improved model)Lease;
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vii) that each of the conditions specified in Section 10(b) 10 of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and Trust Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Trust Agreement and to the Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A.(vi) of this Section 5.069.08.
(5) The opinion of in-house Messrs. King & Spalding, special counsel to the Lessee, or other counsel reasonably satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such Replacement Aircraft Airframe or Replacement Engine.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Delta Air Lines Inc /De/)
Replacement Airframes and Replacement Engines. At any time an Airframe or Engine is to be replaced under or pursuant to Section 10 of the Lease by a Replacement Airframe or Replacement Engine, the Owner Trustee shall direct the Indenture Trustee to execute and deliver to the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, requesting such release specifically describing the Airframe and/or Engine(s) so to be released.
(2) A certificate signed by a duly authorized officer of Lessee stating the following:
A. With respect to the replacement Replacement of any Airframe:
(i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that the Replacement Airframe is of the same or an improved model as the Airframe requested to be released from this Indenture;
(iv) the value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be not less than the value, utility and remaining useful life (without regard to hours or cycles) of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and
(v) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe, in the performance of any of the terms and covenants of the Lease.
B. with respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name and serial number) as consideration for the Engine to be released;
(iii) that such Replacement Engine is substantially the same as the Engine to be released (or an improved model);
(iv) the value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Engine as of the date of such certificate (which value shall not be less than the value, utility and remaining useful life (without regard to hours or cycles) of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that each of the conditions specified in Section 10(b) of the Lease with respect to such Replacement Engine have been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee confirming the accuracy of the information set forth in clause (2)A(iv) of this Section 5.06.
(5) The opinion of in-house counsel to Lessee, or other counsel satisfactory to the Indenture Trustee, stating that the Replacement Airframe or Replacement Engine has been validly subjected to the lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest of the Owner Trustee to and the lien of this Trust Indenture on such Replacement Aircraft or Replacement Engine.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Northwest Airlines Holdings Corp/Pred)
Replacement Airframes and Replacement Engines. At any time an Airframe or Engine is to be replaced under or pursuant to Section 10 of the Lease by a Replacement Airframe or Replacement Engine, if no Lease Event of Default is continuing, the Owner Trustee shall direct the Indenture Loan Trustee to execute and deliver to the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Loan Trustee shall execute and deliver such instrument as aforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Loan Trustee of the following:
(1) A written request from the Owner Trustee, requesting such release specifically describing the Airframe and/or Engine(s) so to be released.
(2) A certificate signed by a duly authorized officer of Lessee stating the following:
A. With respect to the replacement Replacement of any Airframe:
(i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Trust Agreement and Indenture Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of such Replacement Airframe free and clear of all Liens except as are permitted by Section 6 of the Lease, that such Replacement Airframe will on such date be in good working order and condition, and that such Replacement Airframe has been or, substantially concurrently with such withdrawal, will be duly registered in the name of the Owner Trustee under the Federal Aviation Act or under the law then applicable to the registration of the Airframe and that an airworthiness certificate has been duly issued under the Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe, and that such registration and certificate is in full force and effect, and that Lessee will have the full right and authority to use such Replacement Airframe;
(iv) the existence of the insurance required by Section 11 of the Lease with respect to such Replacement Airframe and the payment of all premiums then due thereon;
(v) that the Replacement Airframe is of the same or an improved model as the Airframe requested to be released from this IndentureIndenture and otherwise complies with the requirements of the Lease and all other Operative Agreements;
(ivvi) the value, fair market value and utility and remaining useful life (without regard to hours or cyclesand cycles until overhaul) of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be not less than the value, then fair market value and utility and remaining useful life (without regard to hours or cyclesand cycles until overhaul) of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) the fair market value of the Airframe immediately prior to the date the Airframe suffered an Event of Loss (assuming such Airframe was in the condition and repair required to be maintained under the Lease),
(viii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, that each of the conditions specified in Section 10.3.1 of the Lease with respect to the Replacement Airframe shall have been satisfied and that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe, in the performance of any of the terms and covenants of the Lease.; and
(ix) that the release of the Airframe so to be released will not be in contravention of any of the provisions of this Indenture; or
B. with respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Trust Agreement and Indenture Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except as are permitted by Section 6 of the Lease, that such Replacement Engine will on such date be in good working order and condition and that such Replacement Engine is substantially the same as the Engine to be released (or an improved model);,
(iv) the fair market value, utility and remaining useful life (without regard to hours or cyclesand cycles until overhaul) and modification and remaining manufacturers warranty status of the Replacement Engine as of the date of such certificate (which value shall not be less than the value, utility and remaining useful life (without regard to hours or cycles) then fair market value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) the fair market value of the Engine to be released (immediately prior to any Event of Loss suffered by such Engine and assuming that such Engine was in the condition and repair required to be maintained under the Lease);
(vi) that each of the conditions specified in Section 10(b) 10.3.1 of the Lease with respect to such Replacement Engine have been satisfiedsatisfied and that Lessee will not be in default, by the making and granting of the request for release and the addition of the Replacement Engine, in the performance of any of the terms and covenants of the Lease; and
(vivii) that, with respect to that the replacement of an Engine pursuant to Section 9(d) release of the Lease, no Lease Event Engine so to be released will not be in contravention of Default and no Lease Default has occurred which has not been remedied or waivedany of the provisions of this Indenture.
(a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Loan Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee confirming confining the accuracy of the information set forth in clause (2)A(iv2)A(vi) of this Section 5.06.
(5) The opinion of in-house counsel to Lessee, or other counsel satisfactory to the Indenture Loan Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Loan Trustee conform to the requirements of this Trust Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be lawfully released from the lien of this Trust Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest of the Owner Trustee to and the lien of this Trust Indenture on such Replacement Aircraft or Replacement Engine.
Appears in 1 contract
Replacement Airframes and Replacement Engines. At any time an Airframe or Engine is to be replaced under or pursuant to Section 10 of the Lease by a Replacement Airframe or Replacement Engine, if no Lease Event of Default is continuing, the Owner Trustee shall direct the Indenture Trustee to execute and deliver to the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, requesting such release specifically describing the Airframe and/or Engine(s) so to be released.
(2) A certificate signed by a duly authorized officer of Lessee stating the following:
A. With (A) with respect to the replacement Replacement of any Airframe:
(i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's manufacturer s serial number;
(ii) a description of the Replacement Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's manufacturer s serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Trust Agreement and Indenture Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of such Replacement Airframe free and clear of all Liens except as are permitted by Section 6 of the Lease, that such Replacement Airframe will on such date be in good working order and condition, and that such Replacement Airframe has been or, substantially concurrently with such withdrawal, will be duly registered in the name of the Owner Trustee under the Federal Aviation Act or under the law then applicable to the registration of the Airframe and that an airworthiness certificate has been duly issued under the Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe, and that such registration and certificate is in full force and effect, and that Lessee will have the full right and authority to use such Replacement Airframe;
(iv) the existence of the insurance required by Section 11 of the Lease with respect to such Replacement Airframe and the payment of all premiums then due thereon;
(v) that the Replacement Airframe is of the same or an improved model as the Airframe requested to be released from this Indenture;
(ivvi) the value, utility and remaining useful life (without regard to hours or cycles) fair market value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be not less than the value, utility and remaining useful life (without regard to hours or cycles) then fair market value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) the fair market value of the Airframe immediately prior to the date the Airframe suffered an Event of Loss (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(viii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe, in the performance of any of the terms and covenants of the Lease.; and
B. (ix) that the release of the Airframe so to be released will not be in contravention of any of the provisions of this Indenture; or
(B) with respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by manufacturer's manufacturer s serial number;
(ii) a description of the Replacement Engine (including the manufacturer's manufacturer s name and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Trust Agreement and Indenture Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except as are permitted by Section 6 of the Lease, that such Replacement Engine will on such date be in good working order and condition and that such Replacement Engine is substantially the same as the Engine to be released (or an improved model);
(iv) the value, utility and remaining useful life (without regard to hours or cycles) fair market value of the Replacement Engine as of the date of such certificate (which value shall not be less than the value, utility and remaining useful life (without regard to hours or cycles) then fair market value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) the fair market value of the Engine to be released (immediately prior to any Event of Loss suffered by such Engine and assuming that such Engine was in the condition and repair required to be maintained under the Lease);
(vi) that each of the conditions specified in Section 10(b) of the Lease with respect to such Replacement Engine have been satisfied; andsatisfied and that Lessee will not be in default, by the making and granting of the request for release and the addition of the Replacement Engine, in the performance of any of the terms and covenants of the Lease;
(vivii) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived; and
(viii) that the release of the Engine so to be released will not be in contravention of any of the provisions of this Indenture.
(a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's manufacturer s and vendor's vendor s warranties generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee confirming the accuracy of the information set forth in clause (2)A(iv2)A(vi) of this Section 5.06.
(5) The opinion of in-house counsel to Lessee, or other counsel satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Trust Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be lawfully released from the lien of this Trust Indenture and all conditions precedent herein provided relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest of the Owner Trustee to and the lien of this Trust Indenture on such Replacement Aircraft or Replacement Engine.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Northwest Airlines Corp)
Replacement Airframes and Replacement Engines. At any time an and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is to required to, be replaced under Section 10.03, 11.03 or pursuant to Section 10 11.04 of the Lease by a Replacement Airframe replacement airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (replacement airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the Replacement date of the Indenture and Security Agreement Supplement relating to the replacement airframe the Owner Trustee will be the legal owner of and have good and marketable title to such replacement airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such replacement airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such replacement airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Aviation Act or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Aviation Act (or such other applicable law) with respect to such replacement airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such replacement airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such replacement airframe and all premiums then due thereon have been paid in full;
(v) that the replacement airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe replacement airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied and is continuing or waived, and that Lessee will not be in default, by would result from the making and granting of the request for release and the addition of a Replacement Airframe, replacement airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the replacement airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such replacement airframe has been satisfied.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Liens permitted under Section 6.01 of the same Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the Engine to be released (or an improved model)terms of the Lease;
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10(b) 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe replacement airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe replacement airframe or Replacement Engine, and a an Indenture and Security Agreement Supplement subjecting such replacement airframe or Replacement Engine to the Trust Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A.(vi) of this Section 5.069.
(5) The opinion of in-house counsel to LesseeDavis Polk & Wardwell, special co▇▇▇▇▇ ▇▇ ▇he ▇▇▇▇▇▇, or other counsel reasonably satisfactory to the Indenture Trustee, stating that that:
(i) the Replacement Airframe certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the replacement airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe replacement airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such replacement airframe or Replacement Aircraft Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such replacement airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time an Airframe or Engine is to be replaced under or pursuant to Section 10 of the Lease by a Replacement Airframe or Replacement Engine, the Owner Trustee shall direct the Indenture Loan Trustee to execute and deliver to the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Loan Trustee shall execute and deliver such instrument as aforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Loan Trustee of the following:
(1) A written request from the Owner Trustee, requesting such release specifically describing the Airframe and/or Engine(s) so to be released.
(2) A certificate signed by a duly authorized officer of Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that the Replacement Airframe is of the same or an improved model as the Airframe requested to be released from this Indenture;
(iv) the value, value and utility and remaining useful life (without regard to hours or cycles) of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be not less than the value, value and utility and remaining useful life (without regard to hours or cycles) of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and
(v) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe, in the performance of any of the terms and covenants of the Lease.
B. with respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name and serial number) as consideration for the Engine to be released;
(iii) that such Replacement Engine is substantially the same type as the Engine to be released (or an improved model);
(iv) the value, value and utility and remaining useful life (without regard to hours or cycles) of the Replacement Engine as of the date of such certificate (which value shall not be less than the value, value and utility and remaining useful life (without regard to hours or cycles) of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that each of the conditions specified in Section 10(b) of the Lease with respect to such Replacement Engine have been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d9(c) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien Lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Loan Trustee to protect the lien Lien under the this Indenture in the Replacement Engine.
(4) A certificate from either an independent aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers appraiser selected by Lessee confirming the accuracy of the information set forth in clause clauses (2)A(iv) and (2)B(iv) of this Section 5.06.
(5) The opinion of in-house counsel to Lessee (which may be internal counsel of Lessee, or other counsel satisfactory ) addressed to the Indenture Trustee, Lessor and Loan Trustee stating that the upon such replacement, title to such Replacement Airframe or Replacement Engine has been vested in Lessor and such Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest of the Owner Trustee to and the lien Lien of this Trust Indenture on such Replacement Aircraft or Replacement Engine.
Appears in 1 contract
Replacement Airframes and Replacement Engines. At any time an and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is to required to, be replaced under Section 10.03, 11.03 or pursuant to Section 10 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied and is continuing or waived, and that Lessee will not be in default, by would result from the making and granting of the request for release and the addition of a Replacement Airframe, ;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Liens permitted under Section 6.01 of the same Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the Engine to be released (or an improved model)terms of the Lease;
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10(b) 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust an Indenture and Security Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Trust Agreement and to the Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A.(vi) of this Section 5.069.
(5) The opinion of in-house Davis Polk & Wardwell, special counsel to the Lessee, or other counsel ▇▇▇▇▇ ▇▇▇nse▇ ▇▇▇▇▇▇ably satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such Replacement Aircraft Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time an and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is to required to, be replaced under Section 10.03, 11.03 or pursuant to Section 10 11.04 of the Lease by a Replacement Airframe replacement airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (replacement airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the Replacement date of the Indenture and Security Agreement Supplement relating to the replacement airframe the Owner Trustee will be the legal owner of and have good and marketable title to such replacement airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such replacement airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such replacement airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Aviation Act or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Aviation Act (or such other applicable law) with respect to such replacement airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such replacement airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such replacement airframe and all premiums then due thereon have been paid in full;
(v) that the replacement airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe replacement airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied and is continuing or waived, and that Lessee will not be in default, by would result from the making and granting of the request for release and the addition of a Replacement Airframe, replacement airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the replacement airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such replacement airframe has been satisfied.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Liens permitted under Section 6.01 of the same Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the Engine to be released (or an improved model)terms of the Lease;
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10(b) 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe replacement airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe replacement airframe or Replacement Engine, and a an Indenture and Security Agreement Supplement subjecting such replacement airframe or Replacement Engine to the Trust Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A.(vi) of this Section 5.069.
(5) The opinion of in-house Davis Polk & Wardwell, special counsel to the Lessee, or other counsel satisfactory co▇▇▇▇▇ ▇▇▇▇ona▇▇▇ ▇▇▇▇sfactory to the Indenture Trustee, stating that that:
(i) the Replacement Airframe certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the replacement airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe replacement airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such replacement airframe or Replacement Aircraft Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such replacement airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time an and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is to required to, be replaced under Section 10.03, 11.03 or pursuant to Section 10 11.04 of the Lease by a Replacement Airframe replacement airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (replacement airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the Replacement date of the Indenture and Security Agreement Supplement relating to the replacement airframe the Owner Trustee will be the legal owner of and have good and marketable title to such replacement airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such replacement airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such replacement airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Aviation Act or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Aviation Act (or such other applicable law) with respect to such replacement airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such replacement airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such replacement airframe and all premiums then due thereon have been paid in full;
(v) that the replacement airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe replacement airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied and is continuing or waived, and that Lessee will not be in default, by would result from the making and granting of the request for release and the addition of a Replacement Airframe, replacement airframe; (viii)that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms and covenants of the Lease.
B. with respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name and serial number) as consideration for the Engine to be released;
(iii) that such Replacement Engine is substantially the same as the Engine to be released (or an improved model);
(iv) the value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Engine as of the date of such certificate (which value shall not be less than the value, utility and remaining useful life (without regard to hours or cycles) of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that each of the conditions specified in Section 10(b) of the Lease with respect to such Replacement Engine have been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien provisions of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee confirming the accuracy of the information set forth in clause (2)A(iv) of this Section 5.06.
(5) The opinion of in-house counsel to Lessee, or other counsel satisfactory to the Indenture Trustee, stating that the Replacement Airframe or Replacement Engine has been validly subjected to the lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest of the Owner Trustee to and the lien of this Trust Indenture on such Replacement Aircraft or Replacement Engine.;
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any --------------------------------------------- time an and from time to time, any Airframe or Engine which has been (or is to be treated as if the same had been) subject to an Event of Loss and may be replaced under Section 7(e) or pursuant to Section 10 8(a) of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 5.06 and the provisions of the applicable Section of the Lease, and the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine Engine, as appropriate appropriate, from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:following (modified as appropriate if the Airframe or Engines and/or the Replacement Airframe or Replacement Engines shall not, if permitted pursuant to the Participation Agreement, be registered in the United States):
(1a) A written request from the Owner Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be released.
(2b) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. 1. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) to be received as consideration for the Airframe to be released;
(iii) that on the date of the Indenture Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of such Replacement Airframe free and clear of all Liens except Permitted Liens (excluding for this purpose Lessor's Liens), and that such Replacement Airframe has been or, substantially concurrently with such replacement, is in the process of being duly registered in the name of the same or Owner Trustee under Chapter 441 of the Act and that an improved model as airworthiness certificate has been duly issued under Chapter 447 of the Airframe requested Act with respect to be released from this Indenturesuch Replacement Airframe, and that such registration and certificate is in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) insurance required by Section 9 of the Lease is in full force and effect with respect to such Replacement Airframe as of the date of such certificate (which and all premiums then due thereon have been paid in the judgment of Lessee shall be not less than the value, utility and remaining useful life (without regard to hours or cycles) of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); andfull;
(v) that no Lease Specified Default or Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied and is continuing or waived, and that Lessee will not be in default, by would result from the making and granting of the request for release and the addition of a such Replacement Airframe, ;
(vi) that the release of the Airframe so to be released will not impair the security of the Indenture (except in the performance respect of such release) or be in contravention of any of the terms and covenants provisions of the Lease.
B. with respect to the replacement of any Engine:; and
(i) a description of the Engine which shall be identified by manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name and serial number) as consideration for the Engine to be released;
(iii) that such Replacement Engine is substantially the same as the Engine to be released (or an improved model);
(iv) the value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Engine as of the date of such certificate (which value shall not be less than the value, utility and remaining useful life (without regard to hours or cycles) of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(vvii) that each of the conditions specified in Section 10(b8(d) of the Lease with respect to such Replacement Engine Airframe have been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee confirming the accuracy of the information set forth in clause (2)A(iv) of this Section 5.06.
(5) The opinion of in-house counsel to Lessee, or other counsel satisfactory to the Indenture Trustee, stating that the Replacement Airframe or Replacement Engine has been validly subjected to the lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest of the Owner Trustee to and the lien of this Trust Indenture on such Replacement Aircraft or Replacement Engine.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Midway Airlines Corp)
Replacement Airframes and Replacement Engines. At any time an Airframe or Engine is to be replaced under or pursuant to Section (ss.) 10 of the Lease by a Replacement Airframe or Replacement Engine, the if no Lease Event of Default exists, Owner Trustee shall direct the Indenture Loan Trustee to execute and deliver to the Owner Trustee an appropriate instrument releasing such Airframe and/or or Engine as appropriate from the Lien of this Trust Indenture Mortgage and the Indenture Loan Trustee shall execute and deliver such instrument as aforesaid, but only upon compliance by Lessee with the applicable provisions of Section (ss.) 10 of the Lease and upon receipt by or deposit with the Indenture Loan Trustee of the following:
(1) A written request from the Owner Trustee, requesting such release specifically describing the Airframe and/or or Engine(s) so to be released.
(2) A certificate signed by a duly authorized officer of Lessee stating the following:
A. With respect to the replacement Replacement of any Airframe:
(i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Mortgage supplement relating to the Replacement Airframe Owner Trustee will be the legal owner of such Replacement Airframe free and clear of all Liens except as are permitted by ss. 6 of the Lease, that such Replacement Airframe will on such date be in good working order and condition, and that such Replacement Airframe has been or, substantially concurrently with such withdrawal, will be duly registered in the name of Owner Trustee under 2002 EETC - Mortgage (LL) (11) 44 Mortgage N__TZ the Federal Aviation Act or under the law then applicable to the registration of the Airframe and that an airworthiness certificate has been duly issued under the Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe, and that such registration and certificate is in full force and effect, and that Lessee will have the full right and authority to use such Replacement Airframe;
(iv) the existence of the insurance required by (ss.) 11 of the Lease with respect to such Replacement Airframe and the payment of all premiums then due thereon;
(v) that the Replacement Airframe is of the same or an improved model as the Airframe requested to be released from this IndentureMortgage and otherwise complies with the requirements of the Lease and all other Operative Agreements;
(ivvi) the value, fair market value and utility and remaining useful life (without regard to hours or cyclesand cycles until overhaul) of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be not less than the value, then fair market value and utility and remaining useful life (without regard to hours or cyclesand cycles until overhaul) of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) the fair market value of the Airframe immediately prior to the date the Airframe suffered an Event of Loss (assuming such Airframe was in the condition and repair required to be maintained under the Lease),
(viii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred exists which has not been remedied or waived, that each of the conditions specified in (ss.)
10.3.1 of the Lease with respect to the Replacement Airframe shall have been satisfied and that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe, in the performance of any of the terms and covenants of the Lease.; and
(ix) that the release of the Airframe so to be released will not be in contravention of any of the provisions of this Mortgage; or
B. with respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by manufacturer's serial number;; 2002 EETC - Mortgage (LL) (11) 45 Mortgage N__TZ
(ii) a description of the Replacement Engine (including the manufacturer's name and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Mortgage supplement relating to the Replacement Engine Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except as are permitted by (ss.) 6 of the Lease, that such Replacement Engine will on such date be in good working order and condition and that such Replacement Engine is substantially the same as the Engine to be released (or an improved model);,
(iv) the fair market value, utility and remaining useful life (without regard to hours or cyclesand cycles until overhaul) and modification and remaining manufacturers warranty status of the Replacement Engine as of the date of such certificate (which value shall not be less than the value, utility and remaining useful life (without regard to hours or cycles) then fair market value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) the fair market value of the Engine to be released (immediately prior to any Event of Loss suffered by such Engine and assuming that such Engine was in the condition and repair required to be maintained under the Lease);
(vi) that each of the conditions specified in Section 10(b(ss.) 10.3.1 of the Lease with respect to such Replacement Engine have been satisfiedsatisfied and that Lessee will not be in default, by the making and granting of the request for release and the addition of the Replacement Engine, in the performance of any of the terms and covenants of the Lease; and
(vivii) that, with respect to that the replacement of an Engine pursuant to Section 9(d) release of the Lease, no Lease Event Engine so to be released will not be in contravention of Default and no Lease Default has occurred which has not been remedied or waivedany of the provisions of this Mortgage.
(a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and Indenture Supplement Mortgage supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Lien of this Indenture.Mortgage. 2002 EETC - Mortgage (LL) (11) 46 Mortgage N__TZ
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien Lien created by this Indenture Mortgage as deemed necessary or desirable by counsel for the Indenture Loan Trustee to protect the lien Lien under the Indenture Mortgage in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee confirming the accuracy of the information set forth in clause (2)A(iv2)A(vi) of this Section 5.06(ss.)
(5) The opinion of in-house counsel to Lessee, or other counsel satisfactory to the Indenture Loan Trustee, stating that that:
(i) the certificates, opinions, and other instruments or property which have been or are therewith delivered to and deposited with Loan Trustee conform to the requirements of this Mortgage and the Lease and, upon the basis of such application, the property so sold or disposed of may be lawfully released from the Lien of this Mortgage and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture Mortgage and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust IndentureMortgage, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest of the Owner Trustee to and the lien Lien of this Trust Indenture Mortgage on such Replacement Aircraft or Replacement Engine.
Appears in 1 contract
Replacement Airframes and Replacement Engines. At any time an and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is to required to, be replaced under Section 10.03, 11.03 or pursuant to Section 10 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied and is continuing or waived, and that Lessee will not be in default, by would result from the making and granting of the request for release and the addition of a Replacement Airframe, ;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Liens permitted under Section 6.01 of the same Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the Engine terms of the Lease and will otherwise conform to be released (or an improved model)the requirements set forth in the definition of "Replacement Engine";
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10(b) 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust an Indenture and Security Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Trust Agreement and to the Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A.(vi) of this Section 5.069.
(5) The opinion of in-house Davis Polk & Wardwell, special counsel to the Lessee, or other counsel ▇▇▇▇▇ ▇▇▇nse▇ ▇▇▇▇▇▇ably satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such Replacement Aircraft Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time an Airframe or Engine is to be replaced under or pursuant to Section 10 of the Lease by a Replacement Airframe or Replacement Engine, if no Lease Event of Default is continuing, the Owner Trustee shall direct the Indenture Trustee to execute and deliver to the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, requesting such release specifically describing the Airframe and/or Engine(s) so to be released.
(2) A certificate signed by a duly authorized officer of Lessee stating the following:
A. With respect to the replacement Replacement of any Airframe:
(i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Trust Agreement and Indenture Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of such Replacement Airframe free and clear of all Liens except as are permitted by Section 6 of the Lease, that such Replacement Airframe will on such date be in good working order and condition, and that such Replacement Airframe has been or, substantially concurrently with such withdrawal, will be duly registered in the name of the Owner Trustee under the Federal Aviation Act or under the law then applicable to the registration of the Airframe and that an airworthiness certificate has been duly issued under the Federal Aviation Act (or such other applicable law) with respect to such Replacement Airframe, and that such registration and certificate is in full force and effect, and that Lessee will have the full right and authority to use such Replacement Airframe;
(iv) the existence of the insurance required by Section 11 of the Lease with respect to such Replacement Airframe and the payment of all premiums then due thereon;
(v) that the Replacement Airframe is of the same or an improved model as the Airframe requested to be released from this Indenture;
(ivvi) the value, utility and remaining useful life (without regard to hours or cycles) fair market value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be not less than the value, utility and remaining useful life (without regard to hours or cycles) then fair market value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) the fair market value of the Airframe immediately prior to the date the Airframe suffered an Event of Loss (assuming such Airframe was in the condition and repair required to be maintained under the Lease);
(viii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe, in the performance of any of the terms and covenants of the Lease.; and
(ix) that the release of the Airframe so to be released will not be in contravention of any of the provisions of this Indenture; or
B. with respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Trust Agreement and Indenture Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine free and clear of all Liens except as are permitted by Section 6 of the Lease, that such Replacement Engine will on such date be in good working order and condition and that such Replacement Engine is substantially the same as the Engine to be released (or an improved model);
(iv) the value, utility and remaining useful life (without regard to hours or cycles) fair market value of the Replacement Engine as of the date of such certificate (which value shall not be less than the value, utility and remaining useful life (without regard to hours or cycles) then fair market value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) the fair market value of the Engine to be released (immediately prior to any Event of Loss suffered by such Engine and assuming that such Engine was in the condition and repair required to be maintained under the Lease);
(vi) that each of the conditions specified in Section 10(b) of the Lease with respect to such Replacement Engine have been satisfied; andsatisfied and that Lessee will not be in default, by the making and granting of the request for release and the addition of the Replacement Engine, in the performance of any of the terms and covenants of the Lease;
(vivii) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived; and
(viii) that the release of the Engine so to be released will not be in contravention of any of the provisions of this Indenture.
(a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee confirming the accuracy of the information set forth in clause (2)A(iv2)A(vi) of this Section 5.06.
(5) The opinion of in-house counsel to Lessee, or other counsel satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Trust Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be lawfully released from the lien of this Trust Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest of the Owner Trustee to and the lien of this Trust Indenture on such Replacement Aircraft or Replacement Engine.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Northwest Airlines Corp)
Replacement Airframes and Replacement Engines. At any --------------------------------------------- time an and from time to time any Airframe or Engine may, or is to required to, be replaced under Section 8(a) or pursuant to Section 10 7(e) of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of such Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the supplement to this Indenture relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good title to such Replacement Airframe free and clear of all Liens except Permitted Liens, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Section 9 of the Lease is in full force and effect with respect to such Replacement Airframe ;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time exists or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and that Lessee will not be in default, by result from the making and granting of the request for release and the addition of a Replacement Airframe, ;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of this Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee; and
(x) that each of the conditions specified in Section 8(d) of the Lease with respect to such Replacement Airframe has been satisfied.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the supplement to this Indenture relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Permitted Liens, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the same as terms of the Engine Lease and will otherwise conform to be released (or an improved model)the requirements set forth in the definition of "Replacement Engine";
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (without regard to the number of hours or cycles remaining until the next scheduled maintenance visit, and assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of this Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10(b7(e) of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and supplement to this Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Trust Agreement and to the Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing reasonably satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A(vi) of this Section 5.069.
(5) The opinion opinions of in-house counsel to the Lessee (which may be Lessee's General Counsel), or (with respect to those matters set forth in clause (ii) below relating to the filing of documents pursuant to the Transportation Code) of the Lessee's special aviation counsel, or (in either case) other counsel reasonably satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such Replacement Aircraft Airframe or Replacement EngineEngine and, with respect to a Replacement Airframe, the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Replacement Airframes and Replacement Engines. At any time an and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is to required to, be replaced under Section 10.03, 11.03 or pursuant to Section 10 11.04 of the Lease by a Replacement Airframe replacement airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (replacement airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the Replacement date of the Indenture and Security Agreement Supplement relating to the replacement airframe the Owner Trustee will be the legal owner of and have good and marketable title to such replacement airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such replacement airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such replacement airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Aviation Act or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Aviation Act (or such other applicable law) with respect to such replacement airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such replacement airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such replacement airframe and all premiums then due thereon have been paid in full;
(v) that the replacement airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe replacement airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied and is continuing or waived, and that Lessee will not be in default, by would result from the making and granting of the request for release and the addition of a Replacement Airframe, replacement airframe;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the replacement airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such replacement airframe has been satisfied.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Liens permitted under Section 6.01 of the same Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the Engine terms of the Lease and will otherwise conform to be released (or an improved model)the requirements set forth in the definition of "Replacement Engine";
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10(b) 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe replacement airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe replacement airframe or Replacement Engine, and a an Indenture and Security Agreement Supplement subjecting such replacement airframe or Replacement Engine to the Trust Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A.(vi) of this Section 5.069.
(5) The opinion of in-house counsel to LesseeDavis Polk & Wardwell, special co▇▇▇▇▇ ▇▇ ▇he ▇▇▇▇▇▇, or other counsel reasonably satisfactory to the Indenture Trustee, stating that that:
(i) the Replacement Airframe certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the replacement airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe replacement airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such replacement airframe or Replacement Aircraft Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such replacement airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time an Airframe or Engine is to be replaced under or pursuant to Section 10 of the Lease by a Replacement Airframe or Replacement Engine, the Owner Trustee shall direct the Indenture Trustee to execute and deliver to the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, requesting such release specifically describing the Airframe and/or Engine(s) so to be released.
(2) A certificate signed by a duly authorized officer of Lessee stating the following:
A. With respect to the replacement Replacement of any Airframe:
(i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that the Replacement Airframe is of the same or an improved model as the Airframe requested to be released from this Indenture;
(iv) the value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be not less than the then value, utility and remaining useful life (without regard to hours or cycles) of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and
(v) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and that Lessee will not be in default, by the making and granting of the request for release and the addition of a Replacement Airframe, in the performance of any of the terms and covenants of the Lease.
B. with respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name and serial number) as consideration for the Engine to be released;
(iii) that such Replacement Engine is substantially the same as the Engine to be released (or an improved model);
(iv) the value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Engine as of the date of such certificate (which value shall not be less than the then value, utility and remaining useful life (without regard to hours or cycles) of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that each of the conditions specified in Section 10(b) of the Lease with respect to such Replacement Engine have been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee confirming the accuracy of the information set forth in clause (2)A(iv) of this Section 5.06.
(5) The opinion of in-house counsel to Lessee, or other counsel satisfactory to the Indenture Trustee, stating that the Replacement Airframe or Replacement Engine has been validly subjected to the lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest of the Owner Trustee to and the lien of this Trust Indenture on such Replacement Aircraft or Replacement Engine.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Northwest Airlines Holdings Corp/Pred)
Replacement Airframes and Replacement Engines. At any time an and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is to required to, be replaced under Section 10.03, 11.03 or pursuant to Section 10 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied and is continuing or waived, and that Lessee will not be in default, by would result from the making and granting of the request for release and the addition of a Replacement Airframe, ;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Liens permitted under Section 6.01 of the same Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the Engine to be released (or an improved model)terms of the Lease;
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10(b) 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust an Indenture and Security Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Trust Agreement and to the Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A.(vi) of this Section 5.069.
(5) The opinion of in-house counsel to Davis Polk & Wardwell, ▇▇▇▇▇▇▇ cou▇▇▇▇ ▇▇ the Lessee, or other counsel reasonably satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such Replacement Aircraft Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time an and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is to required to, be replaced under Section 10.03, 11.03 or pursuant to Section 10 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied and is continuing or waived, and that Lessee will not be in default, by would result from the making and granting of the request for release and the addition of a Replacement Airframe, ;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Liens permitted under Section 6.01 of the same Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the Engine to be released (or an improved model)terms of the Lease;
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10(b) 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust an Indenture and Security Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Trust Agreement and to the Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A.(vi) of this Section 5.069.
(5) The opinion of in-house ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Lessee, or other counsel reasonably satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such Replacement Aircraft Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time an and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is to required to, be replaced under Section 10.03, 11.03 or pursuant to Section 10 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied and is continuing or waived, and that Lessee will not be in default, by would result from the making and granting of the request for release and the addition of a Replacement Airframe, ;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Liens permitted under Section 6.01 of the same Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the Engine to be released (or an improved model)terms of the Lease;
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10(b) 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust an Indenture and Security Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Trust Agreement and to the Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A.(vi) of this Section 5.069.
(5) The opinion of in-house Davis Polk & Wardwell, special counsel to the Lessee, or other counsel ▇▇▇▇▇ ▇▇▇nse▇ ▇▇▇▇▇▇ably satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such Replacement Aircraft Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time an and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is to required to, be replaced under Section 10.03, 11.03 or pursuant to Section 10 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied and is continuing or waived, and that Lessee will not be in default, by would result from the making and granting of the request for release and the addition of a Replacement Airframe, ;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Liens permitted under Section 6.01 of the same Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the Engine to be released (or an improved model)terms of the Lease;
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine; and
(vii) that each of the conditions specified in Section 10(b) 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust an Indenture and Security Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Trust Agreement and to the Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A.(vi) of this Section 5.069.
(5) The opinion of in-house counsel to Davis Polk & Wardwell, ▇▇▇▇▇▇▇ cou▇▇▇▇ ▇▇ the Lessee, or other counsel reasonably satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such Replacement Aircraft Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any time an and from time to time, any Airframe or Engine which has been (or is to be treated as if the same had been) subject to an Event of Loss and may be replaced under Section 4.01(d)(i) or pursuant to Section 10 of the Lease (d)(ii) hereof by a Replacement Airframe or Replacement Engine, as the Owner Trustee case may be, shall be replaced in accordance with the provisions of this Section 5.06 and Section 4.01(d), and Borrower shall, from time to time, direct the Indenture Security Trustee to execute and deliver to the Owner Trustee or as directed in writing by Borrower an appropriate instrument releasing such Airframe and/or Engine Engine, as appropriate appropriate, from the Lien of this Trust Indenture Mortgage and the Indenture Security Trustee shall execute and deliver such instrument as aforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Security Trustee of the following:
(1a) A written request from the Owner TrusteeBorrower, requesting such release and specifically describing the Airframe and/or Engine(s) so to be released.
(2b) A certificate signed by a duly authorized officer Responsible Officer of Lessee Borrower stating the following:
A. (1) With respect to the replacement of any Airframe:
(i) a description of the Airframe subject to replacement, which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's ’s serial number;
(ii) a description of the Replacement Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's ’s serial number) to be received as consideration for the Airframe to be released;
(iii) that on the date of the Mortgage Supplement relating to the Replacement Airframe Borrower will be the legal owner of such Replacement Airframe free and clear of all Liens (except the Lien of this Mortgage), and that such Replacement Airframe has been or, substantially concurrently with such replacement, is in the process of being duly registered in the name of Borrower under Chapter 441 of the same Transportation Code (or under the appropriate foreign aviation authority) and that an improved model as airworthiness certificate has been duly issued under Chapter 447 of the Airframe requested Transportation Code (or under the appropriate foreign aviation authority) with respect to be released from this Indenturesuch Replacement Airframe, and that such registration and certificate is in full force and effect, and that Borrower will have the full right and authority to use such Replacement Airframe;
(iv) that the value, utility insurance required by Section 4.01(e) hereof is in full force and remaining useful life (without regard effect with respect to hours or cycles) of the such Replacement Airframe as of the date of such certificate (which and all premiums then due thereon have been paid in the judgment of Lessee shall be not less than the value, utility and remaining useful life (without regard to hours or cycles) of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); andfull;
(v) that no Lease Specified Default or Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied and is continuing or waived, and that Lessee will not be in default, by would result from the making and granting of the request for release and the addition of a such Replacement Airframe, ;
(vi) that the release of the Airframe so to be released will not impair the security of the Mortgage or be in the performance contravention of any of the terms and covenants provisions hereof; and
(vii) that each of the Leaseconditions specified in Section 4.01(d)(i) hereof with respect to such Replacement Airframe have been satisfied.
B. with (2) With respect to the replacement of any Engine:
(i) a description of the Engine subject to replacement which shall be identified by manufacturer's ’s name and serial number;
(ii) a description of the Replacement Engine (including the manufacturer's ’s name and serial number) to be received as consideration for the Engine to be released;
(iii) that on the date of the Mortgage Supplement relating to the Replacement Engine Borrower will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except the same as the Engine to be released (or an improved model)Lien of this Mortgage;
(iv) the value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Engine as of the date of such certificate (which value shall not be less than the value, utility and remaining useful life (without regard to hours or cycles) of the Engine to be released (assuming that no Event of Loss Default has occurred and that is continuing or would result from the making and granting of the request for release and the addition of such Engine was in the condition and repair required to be maintained under the Lease))Replacement Engine;
(v) that the release of the Engine so to be released will not impair the security of the Mortgage or be in contravention of any of the provisions hereof; and
(vi) that each of the conditions specified in Section 10(b4.01(d)(ii) of the Lease hereof with respect to such Replacement Engine have been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(ac) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Security Trustee the benefit of all manufacturer's ’s and vendor's warranties ’s warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, ; and (ii) a Trust Agreement and Indenture Mortgage Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Lien of this IndentureMortgage.
(bd) With respect to (i) a Replacement Airframe, a certificate from a firm of nationally recognized independent aircraft appraisers selected by the replacement Security Trustee and satisfactory to a Majority in Interest of any Note Holders confirming the value, condition, utility, airworthiness and remaining economic useful life as required by Section 4.01(d) hereof, or (ii) a Replacement Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A other than a General Electric Model CF34-3B1, a certificate from either an a firm of nationally recognized independent aircraft appraisers selected by the Security Trustee and satisfactory to a Majority in Interest of Note Holders or a qualified engineer (who which engineer may be an employee of LesseeBorrower reasonably satisfactory to a Majority in Interest of Note Holders) or a firm of independent aircraft appraisers selected by Lessee confirming the accuracy of the information set forth in clause (2)A(iv) of this Section 5.06value, condition, utility, airworthiness and remaining economic useful life as required for an Acceptable Alternate Engine.
(5e) The opinion of in-house counsel to LesseeBorrower, or other counsel reasonably satisfactory to the Indenture Security Trustee, stating that that:
(1) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with Security Trustee conform to the requirements of this Mortgage and, upon the basis of such application, the property so sold or disposed of may be lawfully released from the Lien of this Mortgage and, to its knowledge, all conditions precedent herein provided for relating to such release have been complied with; and
(2) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the LeaseMortgage, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, Mortgage have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the AircraftAct, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee Borrower to and the lien Lien of this Trust Indenture Mortgage on such Replacement Aircraft or Replacement EngineEngine and, as to any such Replacement Airframe and associated Replacement Engines, that Borrower and Security Trustee shall be entitled to the benefits of Section 1110 of Bankruptcy Code with respect thereto to the same extent as immediately prior to such replacement.
(f) Borrower shall pay all reasonable costs associated with the matters set forth in this Section 5.06.
Appears in 1 contract
Sources: Aircraft Mortgage and Security Agreement (Skywest Inc)
Replacement Airframes and Replacement Engines. At any time an and from time to time any Airframe or Engine may, or is to required to, be replaced under Section 4.04(a) or pursuant to Section 10 of the Lease 4.03(e) hereof by a Replacement Airframe or Replacement Engine, as the Owner Trustee case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of such preceding Sections hereof, the Company shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee Company an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Company requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of Lessee the Company stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the supplement to this Indenture relating to the Replacement Airframe the Company will be the legal owner of and have good title to such Replacement Airframe free and clear of all Liens except Permitted Liens that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of this Indenture, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Company under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Company will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Section 4.05 hereof is in full force and effect with respect to such Replacement Airframe;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Leasethis Indenture)); and;
(vvii) that no Lease Indenture Event of Default and no event which, with lapse of time exists or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and that Lessee will not be in default, by result from the making and granting of the request for release and the addition of a Replacement Airframe, ;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms provisions of this Indenture; and
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the supplement to this Indenture relating to the Replacement Engine the Company will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Permitted Liens, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the same as terms of the Engine Indenture and will otherwise conform to be released (or an improved model)the requirements set forth in the definition of "Replacement Engine";
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (without regard to the number of hours or cycles remaining until the next scheduled maintenance visit, and assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease)Indenture);
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10(b4.03(e) of the Lease this Indenture with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Trust Agreement and to the Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing reasonably satisfactory to the Indenture Trustee and the Company confirming the accuracy of the information set forth in clause (2)A(iv2)A(vi) of this Section 5.069.08.
(5) The opinion opinions of in-house counsel to Lesseethe Company (which may be Company's General Counsel), or (with respect to those matters set forth in clause (ii) below relating to the filing of documents pursuant to the Transportation Code) of the Company's special aviation counsel, or (in either case) other counsel reasonably satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the LeaseIndenture, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest of the Owner Trustee to and the lien Lien of this Trust Indenture on such Replacement Aircraft Airframe or Replacement EngineEngine and, with respect to a Replacement Airframe, the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Replacement Airframes and Replacement Engines. At any time an and from time to time any Airframe or Engine may, or is to required to, be replaced under Section 8(a) or pursuant to Section 10 7(e) of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of such Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. (A) With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the supplement to this Indenture relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good title to such Replacement Airframe free and clear of all Liens except Permitted Liens that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Aviation Act (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Section 9 of the Lease is in full force and effect with respect to such Replacement Airframe;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time exists or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and that Lessee will not be in default, by result from the making and granting of the request for release and the addition of a Replacement Airframe, ;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee; and
(x) that each of the conditions specified in Section 8(d) of the Lease with respect to such Replacement Airframe has been satisfied.
B. with (B) With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the supplement to this Indenture relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Permitted Liens, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the same as terms of the Engine Lease and will otherwise conform to be released (or an improved model)the requirements set forth in the definition of "Replacement Engine";
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (without regard to the number of hours or cycles remaining until the next scheduled maintenance visit, and assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10(b7(e) of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and supplement to this Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Trust Agreement and to the Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing reasonably satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A(vi) of this Section 5.069.
(5) The opinion opinions of in-house counsel to the Lessee (which may be Lessee's General Counsel), or (with respect to those matters set forth in clause (ii) below relating to the filing of documents pursuant to the Transportation Code) of the Lessee's special aviation counsel, or (in either case) other counsel reasonably satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such Replacement Aircraft Airframe or Replacement EngineEngine and, with respect to a Replacement Airframe, the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Midway Airlines Corp)
Replacement Airframes and Replacement Engines. At any time an and from time to time any Airframe or Engine which has been subject to an Event of Loss and may, or is to required to, be replaced under Section 10.03, 11.03 or pursuant to Section 10 11.04 of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of said Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good and marketable title to such Replacement Airframe free and clear of all Liens except Liens permitted under Section 6.01 of the Lease, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Aviation Act (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Article 13 of the Lease is in full force and effect with respect to such Replacement Airframe and all premiums then due thereon have been paid in full;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied and is continuing or waived, and that Lessee will not be in default, by would result from the making and granting of the request for release and the addition of a Replacement Airframe, ;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of the Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee; and
(x) that each of the conditions specified in Section 11.03 of the Lease with respect to such Replacement Airframe has been satisfied.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the Indenture and Security Agreement Supplement relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Liens permitted under Section 6.01 of the same Lease, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the Engine terms of the Lease and will otherwise conform to be released (or an improved model)the requirements set forth in the definition of "Replacement Engine";
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of the Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10(b) 10.03, 11.03 or 11.04 of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust an Indenture and Security Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Trust Agreement and to the Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A.(vi) of this Section 5.069.
(5) The opinion of in-house counsel to Davis Polk & Wardwell, ▇▇▇▇▇▇▇ cou▇▇▇▇ ▇▇ the Lessee, or other counsel reasonably satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such Replacement Aircraft Airframe or Replacement Engine and the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe or Replacement Engine, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Federal Express Corp)
Replacement Airframes and Replacement Engines. At any --------------------------------------------- time an and from time to time, any Airframe or Engine which has been (or is to be treated as if the same had been) subject to an Event of Loss and may be replaced under Section 7(e) or pursuant to Section 10 8(a) of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 5.06 and the provisions of the applicable Section of the Lease, and the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine Engine, as appropriate appropriate, from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaid, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:following (modified as appropriate if the Airframe or Engines and/or the Replacement Airframe or Replacement Engines shall not, if permitted pursuant to the Participation Agreement, be registered in the United States):
(1a) A written request from the Owner Trustee, requesting such release and specifically describing the Airframe and/or Engine(s) so to be released.
(2b) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. 1. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) to be received as consideration for the Airframe to be released;
(iii) that on the date of the Indenture Supplement relating to the Replacement Airframe the Owner Trustee will be the legal owner of such Replacement Airframe free and clear of all Liens except Permitted Liens (excluding for this purpose Lessor's Liens), and that such Replacement Airframe has been or, substantially concurrently with such replacement, is in the process of being duly registered in the name of the same or Owner Trustee under Chapter 441 of the Act and that an improved model as airworthiness certificate has been duly issued under Chapter 447 of the Airframe requested Act with respect to be released from this Indenturesuch Replacement Airframe, and that such registration and certificate is in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) insurance required by Section 9 of the Lease is in full force and effect with respect to such Replacement Airframe as of the date of such certificate (which and all premiums then due thereon have been paid in the judgment of Lessee shall be not less than the value, utility and remaining useful life (without regard to hours or cycles) of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); andfull;
(v) that no Lease Specified Default or Event of Default and no event which, with lapse of time or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied and is continuing or waived, and that Lessee will not be in default, by would result from the making and granting of the request for release and the addition of a such Replacement Airframe, ;
(vi) that the release of the Airframe so to be released will not impair the security of the Indenture (except in the performance respect of such release) or be in contravention of any of the terms and covenants provisions of the Lease.
B. with respect to the replacement of any Engine:; and
(i) a description of the Engine which shall be identified by manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name and serial number) as consideration for the Engine to be released;
(iii) that such Replacement Engine is substantially the same as the Engine to be released (or an improved model);
(iv) the value, utility and remaining useful life (without regard to hours or cycles) of the Replacement Engine as of the date of such certificate (which value shall not be less than the value, utility and remaining useful life (without regard to hours or cycles) of the Engine to be released (assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(vvii) that each of the conditions specified in Section 10(b8(d) of the Lease with respect to such Replacement Engine Airframe have been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien of this Indenture.
(b) 2. With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture Engine (in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee confirming the accuracy of the information set forth in clause (2)A(iv) of this Section 5.06.
(5) The opinion of in-house counsel to Lessee, or other counsel satisfactory addition to the Indenture Trustee, stating that the Replacement Airframe or Replacement Engine has been validly subjected to the lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable items required in order to establish and perfect the right, title, estate and interest of the Owner Trustee to and the lien of this Trust Indenture on such Replacement Aircraft or Replacement Engine.Section 5.06(b)(1) above):
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Midway Airlines Corp)
Replacement Airframes and Replacement Engines. At any --------------------------------------------- time an and from time to time any Airframe or Engine may, or is to required to, be replaced under Section 8(a) or pursuant to Section 10 7(e) of the Lease by a Replacement Airframe or Replacement Engine, as the case may be, shall be replaced in accordance with the provisions of this Section 9.08 and the provisions of such Sections of the Lease, the Owner Trustee shall shall, from time to time, direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing such Airframe and/or Engine as appropriate from the Lien of this Trust Indenture and the Indenture Trustee shall execute and deliver such instrument as aforesaidaforesaid without recourse or warranty, but only upon compliance by Lessee with the applicable provisions of Section 10 of the Lease and upon receipt by or deposit with the Indenture Trustee of the following:
(1) A written request from the Owner Trustee, Trustee requesting such release and specifically describing the Airframe and/or Engine(s) so to be so released.
(2) A certificate signed by a duly authorized officer of the Lessee stating the following:
A. With respect to the replacement of any Airframe:
(i) a description of the Airframe which shall be identified by subject to the Event of Loss including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number;
(ii) a description of the Replacement Airframe to be received (Airframe, including the manufacturer, model, FAA registration number (or other applicable registration information) and manufacturer's serial number) as consideration for the Airframe to be released;
(iii) that on the date of the supplement to this Indenture relating to the Replacement Airframe the Owner Trustee will be the legal owner of and have good title to such Replacement Airframe free and clear of all Liens except Permitted Liens, that such Replacement Airframe will on such date be in at least as good operating condition and repair as required by the terms of the Lease, and that such Replacement Airframe has been or, substantially concurrently with such replacement, will be duly registered in the name of the Owner Trustee under the Transportation Code or under the law then applicable to the registration of the Airframe subject to the Event of Loss and that an airworthiness certificate has been duly issued under the Transportation Code (or such other applicable law) with respect to such Replacement Airframe and that such registration and certificate is, or will be, in full force and effect, and that the Lessee will have the full right and authority to use such Replacement Airframe;
(iv) that the insurance required by Section 9 of the Lease is in full force and effect with respect to such Replacement Airframe;
(v) that the Replacement Airframe is of the same or an improved make or model as the Airframe requested to be released from this Indenture;
(ivvi) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Airframe as of the date of such certificate (which in the judgment of Lessee shall be is not less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Airframe requested to be released (assuming no Event of Loss and that such Airframe was in the condition and repair required to be maintained under the Lease)); and;
(vvii) that no Lease Event of Default and no event which, with lapse of time exists or notice, or both, would become a Lease Event of Default, has occurred which has not been remedied or waived, and that Lessee will not be in default, by result from the making and granting of the request for release and the addition of a Replacement Airframe, ;
(viii) that the release of the Airframe subject to the Event of Loss will not impair the security of this Indenture in the performance contravention of any of the terms provisions of this Indenture;
(ix) that upon such replacement, the Lien of this Indenture will apply to the Replacement Airframe and covenants such Lien will be a first priority security interest in favor of the LeaseIndenture Trustee; and
(x) that each of the conditions specified in Section 8(d) of the Lease with respect to such Replacement Airframe has been satisfied.
B. with With respect to the replacement of any Engine:
(i) a description of the Engine which shall be identified by subject to the Event of Loss including the manufacturer's serial number;
(ii) a description of the Replacement Engine (including the manufacturer's name name, the engine model and serial number) as consideration for the Engine to be released;
(iii) that on the date of the supplement to this Indenture relating to the Replacement Engine the Owner Trustee will be the legal owner of such Replacement Engine is substantially free and clear of all Liens except Permitted Liens, and that such Replacement Engine will on such date be in at least as good operating condition and repair as required by the same as terms of the Engine Lease and will otherwise conform to be released (or an improved model)the requirements set forth in the definition of "Replacement Engine";
(iv) that the value, utility and remaining useful life (without regard to hours or cycles) value of the Replacement Engine as of the date of such certificate (which value shall is not be less than the value, utility and remaining useful life (without regard to hours or cycles) value of the Engine to be released (without regard to the number of hours or cycles remaining until the next scheduled maintenance visit, and assuming no Event of Loss and that such Engine was in the condition and repair required to be maintained under the Lease));
(v) that the release of the Engine subject to the Event of Loss will not impair the security of this Indenture in contravention of any of the provisions of this Indenture;
(vi) that upon such replacement, the Lien of this Indenture will apply to the Replacement Engine and such Lien will be a first priority security interest in favor of the Indenture Trustee; and
(vii) that each of the conditions specified in Section 10(b7(e) of the Lease with respect to such Replacement Engine have has been satisfied; and
(vi) that, with respect to the replacement of an Engine pursuant to Section 9(d) of the Lease, no Lease Event of Default and no Lease Default has occurred which has not been remedied or waived.
(a3) The appropriate instruments (i) transferring to the Owner Trustee title to the Replacement Airframe or Replacement Engine to be received as consideration for the Airframe or Engine to be released and (ii) assigning to the Owner Trustee the benefit of all manufacturer's and vendor's warranties warranties, if any, generally available with respect to such Replacement Airframe or Replacement Engine, and a Trust Agreement and supplement to this Indenture Supplement subjecting such Replacement Airframe or Replacement Engine and any related warranty rights to the lien Trust Agreement and to the Lien of this Indenture.
(b) With respect to the replacement of any Engine, such Uniform Commercial Code financing statements covering the lien created by this Indenture as deemed necessary or desirable by counsel for the Indenture Trustee to protect the lien under the Indenture in the Replacement Engine.
(4) A certificate from either an aircraft engineer (who may be an employee of Lessee) or a firm of independent aircraft appraisers selected by Lessee of national standing reasonably satisfactory to the Indenture Trustee and the Owner Trustee confirming the accuracy of the information set forth in clause (2)A(iv2)A(vi) of this Section 5.069.
(5) The opinion opinions of in-house counsel to the Lessee (which may be Lessee's General Counsel), or (with respect to those matters set forth in clause (ii) below relating to the filing of documents pursuant to the Transportation Code) of the Lessee's special aviation counsel, or (in either case) other counsel reasonably satisfactory to the Indenture Trustee, stating that that:
(i) the certificates, opinions and other instruments and/or property which have been or are therewith delivered to and deposited with the Indenture Trustee conform to the requirements of this Indenture and the Lease and, upon the basis of such application, the property so sold or disposed of may be properly released from the Lien of this Indenture and all conditions precedent herein provided for relating to such release have been complied with; and
(ii) the Replacement Airframe or Replacement Engine has been validly subjected to the lien Lien of this Indenture and covered by the Lease, the instruments subjecting such Replacement Airframe or Replacement Engine to the Lease and to the Lien of this Trust Indenture, as the case may be, have been duly filed for recordation pursuant to the Federal Aviation Act Transportation Code or any other law then applicable to the registration of the Aircraft, and no further action, filing or recording of any document is necessary or advisable in order to establish and perfect the right, title, estate and interest title of the Owner Trustee to and the lien Lien of this Trust Indenture on such Replacement Aircraft Airframe or Replacement EngineEngine and, with respect to a Replacement Airframe, the Indenture Trustee would be entitled to the benefits of Section 1110 of the Bankruptcy Code with respect to such Replacement Airframe, provided, that such opinion need not be to the effect specified in the foregoing clause to the extent that the benefits of such Section 1110 would not have been, by reason of a change in law or governmental interpretation thereof after the date hereof, available to the Indenture Trustee with respect to the Aircraft immediately prior to such substitution had such Event of Loss not occurred.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Midway Airlines Corp)