Common use of No Release of Obligations Clause in Contracts

No Release of Obligations. The Issuer shall not take, or knowingly permit any Issuer Subsidiary to take, any action which would amend, terminate (other than any termination in connection with the replacement of such agreement with an agreement on terms substantially no less favorable to the Issuer Group than the agreement being terminated) or discharge or prejudice the validity or effectiveness of this Indenture (other than as permitted herein), the Security Trust Agreement, any Acquisition Agreement, the Administrative Services Agreement, the Cash Management Agreement, any organizational document of the Issuer or any Issuer Subsidiary, the Policy (other than as expressly permitted hereunder), the Initial Liquidity Facility (other than as expressly permitted hereunder), the Reference Agency Agreement, the Servicing Agreement, the Capital Markets Advisory Agreement or any other Related Document to which the Issuer or any Issuer Subsidiary is a party or permit any party (other than an Issuer Group Member) to any such document to be released from such obligations, except, in each case, as permitted or contemplated by the terms of such document and except that in no event shall the Policy be so terminated (other than as expressly permitted hereunder), and provided that such actions may be taken or permitted, and such releases may be permitted (other than with respect to the termination of the Policy), if the Issuer shall have (i) obtained an authorizing resolution of the Board determining that such action, permitted action or release does not materially adversely affect the interests of the Holders or the Policy Provider (ii) given prior notice thereof to the Rating Agencies and (iii) obtained the prior written consent of the Policy Provider; and provided further that, in any case (i) the Issuer shall not amend or modify the conflicts standard or duty of care in the Servicing Agreements, (ii) except in the circumstances expressly contemplated in this Indenture, the Issuer may not amend the Policy without the unanimous consent of the Holders of Notes and without obtaining a Rating Agency Confirmation and (iii) there must be at all times an administrative agent with respect to the Issuer Group Services (as defined in the Administrative Services Agreement) and a servicer (provided that, if the Servicer terminates the Servicing Agreement pursuant to Section 10.02(a) thereof, or the Policy Provider terminates the Servicing Agreement pursuant to Section 10.02(b) thereof, this Section 5.02(a) shall not be violated if the Issuer uses its best efforts to obtain a successor servicer) with respect to all Aircraft in the Portfolio.

Appears in 1 contract

Samples: Trust Indenture (Babcock & Brown Air LTD)

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No Release of Obligations. The Issuer shall not take, or knowingly permit any Issuer Subsidiary to take, any action which would amend, terminate (other than any termination in connection with the replacement of such agreement with an agreement on terms substantially no less favorable to the Issuer AerCo Group than the agreement being terminated) or discharge or prejudice the validity or effectiveness of this Indenture (other than as permitted herein), the Security Trust Agreement, any Acquisition AgreementDocuments, the Administrative Services AgreementIntercompany Loan Agreements, the Cash Management Agreement, any organizational document of the Issuer or any Issuer Subsidiary, the Policy (other than as expressly permitted hereunder), the Initial Liquidity Facility (other than as expressly permitted hereunder), the Reference Administrative Agency Agreement, the Servicing Deposit Agreement, the Capital Markets Advisory Servicing Agreement or any other Related Document to which the Issuer or any Issuer Subsidiary is a party Additional Servicing Agreement or permit any party (other than an Issuer Group Member) to any such document to be released from such obligations, except, in each case, as permitted or contemplated by the terms of such document and except that in no event shall the Policy be so terminated (other than as expressly permitted hereunder)document, and provided that such actions may be taken or permitted, and such releases may be permitted (other than with respect to the termination of the Policy)permitted, if the Issuer shall have (i) first obtained an authorizing resolution of the Board of the Issuer determining that such action, permitted action or release does not materially adversely affect the interests of the Holders or the Policy Provider (ii) Noteholders and having given prior notice thereof to the Rating Agencies and (iii) obtained the prior written consent of the Policy ProviderAgencies; and provided further that, in any case (i) the Issuer shall not amend take any action which would result in any amendment or modify modification to the conflicts standard or duty of care in the Servicing Agreements, such agreements and (ii) except in the circumstances expressly contemplated in this Indenture, the Issuer may not amend the Policy without the unanimous consent of the Holders of Notes and without obtaining a Rating Agency Confirmation and (iii) there must be at all times an administrative agent with respect to the Issuer Group Services (as defined in the Administrative Services Agreement) agent, a cash manager and a servicer (provided that, if the Servicer terminates or any Additional Servicer resigns prior to the Servicing Agreement pursuant appointment of a replacement servicer as a result of any failure to Section 10.02(a) thereof, or the Policy Provider terminates the Servicing Agreement pursuant pay amounts due and owing to Section 10.02(b) thereofit, this Section 5.02(a) shall not be violated if violated; provided, however, that notice of such termination shall have been given to the Issuer uses its best efforts to obtain a successor servicer) with respect to all Aircraft in the PortfolioRating Agencies).

Appears in 1 contract

Samples: Indenture (Aerco LTD)

No Release of Obligations. The Issuer shall not take, or knowingly permit any Issuer Subsidiary to take, any action which would amend, terminate (other than any termination in connection with the replacement of such agreement with an agreement on terms substantially no less favorable to the Issuer Group than the agreement being terminated) or discharge or prejudice the validity or effectiveness of this Indenture (other than as permitted herein), the Security Trust Agreement, any Acquisition Agreement, the Administrative Services Agreement, the Cash Management Agreement, any organizational document of the Issuer or any Issuer Subsidiary, the Loan, Expenses Apportionment and Guarantee Agreement, the Administrative Agency Agreement, the Policy (other than as expressly permitted provided hereunder), the Initial Liquidity Facility (other than as expressly permitted hereunder)Cash Management Agreement, the Reference Agency Agreement, the Servicing Agreement, the Capital Markets Advisory Agreement or any other Related Document to which the Issuer or any Issuer Subsidiary is a party or permit any party (other than an Issuer Group Member) to any such document to be released from such obligations, except, in each case, as permitted or contemplated by the terms of such document and except that in no event shall the Policy be so terminated (other than as expressly permitted provided hereunder), and provided that such actions may be taken or permitted, and such releases may be permitted (other than with respect to the termination of the Policy), if the Issuer shall have (i) first obtained an authorizing resolution of the a Board Resolution determining that such action, permitted action or release does not materially adversely affect the interests of the Holders or the Policy Provider (ii) and having given prior notice thereof to the Rating Agencies and (iii) obtained the prior written consent of the Policy ProviderProvider has been obtained; and provided further that, in any case (i) the Issuer shall not amend take any action which would result in any amendment or modify modification to the conflicts standard or duty of care in the Servicing Agreementssuch agreements, (ii) except in the circumstances expressly contemplated in this Indenture, the Issuer may not amend the Policy without the unanimous consent of the Holders of Class G Notes and without obtaining a Rating Agency Confirmation and (iii) there must be at all times an administrative agent with respect to the Issuer Group Services (as defined in the Administrative Services Agency Agreement) and a servicer (provided that, if the Servicer terminates the Servicing Agreement pursuant to Section 10.02(a) thereof, or the Policy Provider terminates the Servicing Agreement pursuant to Section 10.02(b) thereof, this Section 5.02(a) shall not be violated if the Issuer uses its best efforts to obtain a successor servicer) with respect to all Aircraft in the Portfolio.

Appears in 1 contract

Samples: Trust Indenture (AerCap Holdings N.V.)

No Release of Obligations. The Issuer shall not take, or knowingly permit any Issuer Subsidiary to take, any action which would amend, terminate (other than any termination in connection with the replacement of such agreement with an agreement on terms substantially no less favorable to the Issuer MSAF Group than the agreement being terminated) or discharge or prejudice the validity or effectiveness of this Indenture (other than as permitted herein), the Security Trust Agreement, any Acquisition Agreement, the Administrative Services Agreement, the Cash Management Agreement, any organizational document of the Issuer or any Issuer Subsidiary, the Policy (other than as expressly permitted hereunder), the Initial Liquidity Facility (other than as expressly permitted hereunder), the Reference Administrative Agency Agreement, the Servicing Financial Advisory Agreement, the Capital Markets Advisory Servicing Agreement or any other Related Document to which the Issuer or any Issuer Subsidiary is a party Additional Servicing Agreement or permit any party (other than an Issuer Group Member) to any such document to be released from such obligations, except, in each case, as permitted or contemplated by the terms of such document and except that in no event shall the Policy be so terminated (other than as expressly permitted hereunder)document, and provided that such actions may be taken or permitted, and such releases may be permitted (other than with respect to the termination of the Policy)permitted, if the Issuer shall have (i) first obtained an authorizing resolution of the Board Controlling Trustees determining that such action, permitted action or release does not materially adversely affect the interests of the Holders or the Policy Provider (ii) Noteholders and having given prior notice thereof to the Rating Agencies and (iii) obtained the prior written consent of the Policy ProviderAgencies; and provided further that, in any case (i) the Issuer shall not amend take any action which would result in any amendment or modify modification to the conflicts standard or duty of care in the Servicing Agreements, such agreements and (ii) except in the circumstances expressly contemplated in this Indenture, the Issuer may not amend the Policy without the unanimous consent of the Holders of Notes and without obtaining a Rating Agency Confirmation and (iii) there must be at all times an administrative agent with respect to the Issuer Group Services (as defined in the Administrative Services Agreement) agent, a cash manager, a financial advisor and a servicer (provided that, if the Servicer or any Additional Servicer terminates the Servicing Agreement or any Additional Servicing Agreement pursuant to Section 10.02(a) thereof, or the Policy Provider terminates the Servicing Agreement pursuant to Section 10.02(b) thereof, this Section 5.02(a) shall not be violated if the Issuer uses its best efforts to obtain a successor servicer) with respect to all Aircraft in the Portfolio).

Appears in 1 contract

Samples: Indenture (Morgan Stanley Aircraft Finance)

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No Release of Obligations. The Issuer shall not take, or knowingly permit any Issuer Subsidiary to take, any action which would amend, terminate (other than any termination in connection with the replacement of such agreement with an agreement on terms substantially no less favorable to the Issuer Group than the agreement being terminated) or discharge or prejudice the validity or effectiveness of this Indenture (other than as permitted herein), the Security Trust Agreement, any Acquisition Agreement, the Administrative Services Management Agreement, the Cash Management Agreement, any organizational document of the Issuer or any Issuer Subsidiary, the Policy (other than as expressly permitted hereunder), the Initial Liquidity Facility (other than as expressly permitted hereunder), the Reference Agency Agreement, the Servicing Agreement, the Capital Markets Advisory Hedge Overview Services Agreement or any other Related Document to which the Issuer or any Issuer Subsidiary is a party or permit any party (other than an Issuer Group Member) to any such document to be released from such obligations, except, in each case, as permitted or contemplated by the terms of such document and except that in no event shall the Policy be so terminated (other than as expressly permitted hereunder), and provided that such actions may be taken or permitted, and such releases may be permitted (other than with respect to the termination of the Policy), if the Issuer shall have (i) obtained an authorizing resolution of the Board determining that such action, permitted action or release does not materially adversely affect the interests of the Holders or the Policy Provider (ii) given prior notice thereof to the Rating Agencies and (iii) obtained the prior written consent of the Policy 104 Provider; and provided further that, in any case (i) the Issuer shall not amend or modify the conflicts standard or duty of care in the Servicing Agreements, (ii) except in the circumstances expressly contemplated in this Indenture, the Issuer may not amend the Policy without the unanimous consent of the Holders of Notes and without obtaining a Rating Agency Confirmation and (iii) there must be at all times an administrative agent a manager with respect to the Issuer Group Services (as defined in the Administrative Services Management Agreement) and a servicer (provided that, if the Servicer terminates the Servicing Agreement pursuant to Section 10.02(a) thereof, or the Policy Provider terminates the Servicing Agreement pursuant to Section 10.02(b) thereof, this Section 5.02(a) shall not be violated if the Issuer uses its best efforts to obtain a successor servicer) with respect to all Aircraft in the Portfolio.

Appears in 1 contract

Samples: Trust Indenture (Genesis Lease LTD)

No Release of Obligations. The Issuer shall not take, or knowingly permit any Issuer Subsidiary to take, any action which would amend, terminate (other than any termination in connection with the replacement of such agreement with an agreement on terms substantially no less favorable to the Issuer Group than the agreement being terminated) or discharge or prejudice the validity or effectiveness of this Indenture (other than as permitted herein), the Security Trust Agreement, any Acquisition Agreement, any organizational document of any Issuer Subsidiary, the Administrative Services Agency Agreement, the Cash Management Agreement, any organizational document of the Issuer or any Issuer Subsidiary, the Policy (other than as expressly permitted hereunder), the Initial Liquidity Facility (other than as expressly permitted hereunder), the Reference Agency Agreement, the Servicing Agreement, the Capital Markets Advisory Agreement Liquidity Facility or any other Related Document to which the Issuer or any Issuer Subsidiary is a party or permit any party (other than an Issuer Group Member) to any such document to be released from such obligations, except, in each case, as permitted or contemplated by the terms of such document and except that in no event shall the Policy be so terminated (other than as expressly permitted hereunder)document, and provided that such actions may be taken or permitted, and such releases may be permitted (other than with respect to the termination of the Policy)permitted, if the Issuer shall have (i) first obtained an authorizing resolution of the a Board Resolution determining that such action, permitted action or release does not materially adversely affect the interests of the Holders or the Policy Provider (ii) given prior notice thereof to the Rating Agencies and (iii) obtained the prior written consent of the Policy ProviderHolders; and provided further that, in any case (i) the Issuer shall not amend take any action which would result in any amendment or modify modification to the conflicts standard or duty of care in the Servicing Agreements, such agreements and (ii) except in the circumstances expressly contemplated in this Indenture, the Issuer may not amend the Policy without the unanimous consent of the Holders of Notes and without obtaining a Rating Agency Confirmation and (iii) there must be at all times an administrative agent with respect to the Issuer Group Services (as defined in the Administrative Services Agency Agreement) and a servicer (provided that, if the Servicer terminates the Servicing Agreement pursuant to Section 10.02(a) thereof, or the Policy Provider terminates the Servicing Agreement pursuant to Section 10.02(b) thereof, this Section 5.02(a) shall not be violated if the Issuer uses its best efforts to obtain a successor servicer) with respect to all Aircraft in the Portfolio.

Appears in 1 contract

Samples: Trust Indenture (Avolon Holdings LTD)

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