WILMINGTON TRUST SP SERVICES Clause Samples
WILMINGTON TRUST SP SERVICES. (LONDON) LIMITED acting through its office at ▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (▇▇ its capacity as the Corporate Services Provider and the Share Trustee);
WILMINGTON TRUST SP SERVICES. (LONDON) LIMITED (registered number 02548079), a private limited company incorporated under the laws of England and Wales, whose registered office is at Third Floor, 1 King’s Arms Yard, London EC2R 7AF (in its capacity as Back-Up Servicer Facilitator).
WILMINGTON TRUST SP SERVICES. (LONDON) LIMITED, a company incorporated in England and Wales, with limited liability (registered number 2548079) whose registered office is at Third Floor, 1 King’s ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (acting in its capacity as the Master Issuer Corporate Services Provider, which expression shall include such person and all other persons for the time being acting as master issuer corporate services provider to the Master Issuer pursuant to the Master Issuer Corporate Services Agreement);
WILMINGTON TRUST SP SERVICES. (LONDON) LIMITED, in its capacity as trustee for the 2020 Junior Lenders (the “2020 Junior Trustee”); and
WILMINGTON TRUST SP SERVICES. (DUBLIN) LIMITED, not in its individual capacity, but solely as owner trustee, and having its principal place of business at Fourth Floor, 3 George’▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇, Ireland (“Buyer”). The parties refer to:
A. The aircraft asset sale and purchase agreement dated as of August 2, 2019 between, amongst others, Seller and Buyer (the “Sale and Purchase Agreement”); and
B. The novation and amendment agreement in respect of one (1) Boeing B737-800 aircraft with manufacturer's serial number 29922 (the “Aircraft”) entered or to be entered into between Seller, Buyer and MIAT Mongolian Airlines (as “Lessee”) (the “Novation”). Capitalized terms defined in the Sale and Purchase Agreement and Novation shall have the same meanings when used herein. It is agreed between the parties that:
1. The parties intend for the Delivery Date to be today, unless otherwise agreed in writing by the parties.
2. Provided that the Delivery Date is today, the Purchase Price for Asset No. 1 is US$ [ ], which was calculated by starting with the Base Purchase Price of US$ [ ] and:
(a) in accordance with clause 5.2.2(b) of the Sale and Purchase Agreement, subtracting an amount equal to US$ [ ]; and
(b) in accordance with clause 5.2.2(a) of the Sale and Purchase Agreement, adding an amount equal to US$ [ ]; representing the adjustment to account for the difference between the Delivery Date and the Economic Closing Date.
3. Provided that the Delivery Date is today, Seller is obligated to pay Buyer an amount equal to US$ [ ] (the “Netting Amount”), which represents the sum of Seller’s payment obligations under clause 5.9.1 of the Sale and Purchase Agreement for the following:
(a) the Commitment Fee;
(b) Maintenance Reserves (which is equal to US$ [ ]);
(c) Security Deposit (which is equal to US$ [ ]); and
(d) any Prepaid Rent held by Seller as of the date hereof (which is equal to US$ [ ]).
4. Provided, that in accordance with clause 5.9.1 of the Sale and Purchase Agreement and this Letter, the parties agree to net the Netting Amount from the Purchase Price, and they agree that doing so results in a net amount owing from Buyer to Seller in respect of the Purchase Price of US$ [ ] (the “Net Purchase Price”).
5. Seller hereby irrevocably instructs and directs Buyer to pay, or cause to be paid, an amount equal to the Net Purchase Price to the following account (the “Seller’s Account”) for the benefit of Seller on or before the Delivery in connection with Buyer’s obligation under clau...
WILMINGTON TRUST SP SERVICES. (LONDON) LIMITED (formerly known as SPV Management Limited) (registered in England and Wales No. 2548079) whose registered office is Third Floor, 1 King’s Arms Yard, London EC2R 7AF (the Corporate Services Provider, which expression shall include such person and all other persons for the time being acting as the corporate services provider or corporate services providers pursuant to the Corporate Services Agreement);
WILMINGTON TRUST SP SERVICES. (FRANKFURT) GMBH, a company incorporated under the laws of the Federal Republic of Germany, with its registered office at ▇▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ am Main and registered in the commercial register at the local court (Amtsgericht) in Frankfurt am Main under HRB 76380, as corporate service provider and substitute servicer facilitator (the "Corporate Service Provider" and "Substitute Servicer Facilitator"); and