Common use of Acknowledgement and Ratification Clause in Contracts

Acknowledgement and Ratification. Each of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to the modifications effected pursuant to this Amendment. Each of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto hereby ratifies and confirms its obligations under this Amendment and each other Loan Document to which it is a party or under which it has obligations (including by assumption of obligations thereunder pursuant to this Amendment), and, in the case of Grandparent Holdco, Parent Holdco, the Borrower, CA Subsidiary Holdco and Irish Subsidiary Holdco, confirms its grants to the Collateral Agent of a continuing lien on and security interest in all of its right, title and interest in and to all Collateral as and to the extent provided under the Loan Documents as collateral security for the prompt payment and performance in full when due of the Obligations. Without limiting the foregoing, the Borrower Parties, ILFC, the Financing Trust and the Acceding Obligors hereby acknowledge and confirm that each transfer of Ownership of a Pool Aircraft contemplated to be performed in connection with the transactions contemplated under the Transfer Agreements shall be performed in compliance with Section 2.10 of the Credit Agreement and the other provisions of the Loan Documents, it being acknowledged and agreed that no transfer of legal title to any Pool Aircraft is contemplated by the declarations of trust and that the instrument to be delivered (in connection with the transfer of Ownership by way of the declaration of trust) by each relevant Grantor for the purposes of Section 2.10 of the Credit Agreement and Section 2.15 of the Security Agreement shall be the Collateral Supplement.

Acknowledgement and Ratification. Each of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to the modifications effected pursuant to this Amendment. Each of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto hereby ratifies and confirms its obligations under this Amendment and each other Loan Document to which it is a party or under which it has obligations (including by assumption of obligations thereunder pursuant to this Amendment), and, in the case of Grandparent Holdco, Parent Holdco, the Borrower, CA Subsidiary Holdco and Irish Subsidiary Holdco, confirms its grants to the Collateral Agent of a continuing lien on and security interest in all of its right, title and interest in and to all Collateral as and to the extent provided under the Loan Documents as collateral security for the prompt payment and performance in full when due of the Obligations. Without limiting the foregoing, the Borrower Parties, ILFC, the Financing Trust and the Acceding Obligors hereby acknowledge and confirm that each transfer of Ownership of a Pool Aircraft contemplated to be performed in connection with the transactions contemplated under the Transfer Agreements shall be performed in compliance with Section 2.10 of the Credit Agreement and the other provisions of the Loan Documents, it being acknowledged and agreed that no transfer of legal title to any Pool Aircraft is contemplated by the declarations of trust and that the instrument documents to be delivered (in connection with the any transfer of Ownership by way of the a declaration of trust) by each relevant Grantor Borrower Party for the purposes of Section 2.10 of the Credit Agreement and Section 2.15 of the Security Agreement shall be: (a) a notice to Administrative Agent of beneficial ownership of relevant Pool Aircraft (it being agreed that one such notice may be given in respect of two or more Pool Aircraft); (b) a Collateral Supplement from each party that is a beneficiary under such declaration of trust (and a UCC financing statement filed in the state of California or District of Columbia, as applicable, in respect of each such Collateral Supplement); (c) an Irish law security deed of assignment and charge from each party that is a beneficiary under such declaration of trust (and an Irish Companies Registration Office filing and, if applicable, Irish Revenue Commissioners filing in respect of each such security deed of assignment and charge); (d) a notice to, and acknowledgement from, the trustee under the declaration of trust in respect of the security created under each Irish law security deed of assignment and charge; (e) a trust assets ownership certificate and assignment instrument (executed in blank) in relation thereto from each party that is a beneficiary under such declaration of trust (and a further trust assets ownership certificate upon any reallocation of beneficial interests to an existing beneficiary under such declaration of trust); and (f) an officer’s certificate complying with the Express Perfection Requirements (it being agreed that one such certificate may be given in respect of two or more Pool Aircraft).