Common use of Aircraft and Leases Clause in Contracts

Aircraft and Leases. (a) Section 3.10(a) of the AerCap Disclosure Letter lists each aircraft and aircraft engine owned (directly or beneficially) or leased by AerCap or a subsidiary of AerCap as of the date hereof. Except as otherwise set forth in Section 3.10(a) of the AerCap Disclosure Letter, as of the date of this Agreement, AerCap or a subsidiary of AerCap (i) is the sole legal and beneficial owner of, and has good and valid title to, each Aircraft and Engine and (ii) is the holder of a lessor’s interest in the Aircraft under the applicable Lease Documents, with respect to each lease of an Aircraft to a Lessee (or an intermediary for the Lessee), which Aircraft and which interest under those Lease Documents are, in each case, to AerCap’s knowledge, free and clear of all liens, other than Permitted Encumbrances. (b) Section 3.10(b) of the AerCap Disclosure Letter sets forth, as of the date of this Agreement, all outstanding purchase orders and other commitments made by AerCap or a subsidiary of AerCap to purchase aircraft and/or engines, including the expected month of delivery. (c) True and complete copies of each Lease Document (including, for purposes of this Section 3.10(c), the leases and all other material agreements (including any assignments, novations, side letters, amendments, waivers, modifications, assignment of warranties or option agreements) delivered in connection with, or relating to, the lease of any Aircraft or Engine that AerCap or a subsidiary of AerCap has committed to purchase) to which AerCap or a subsidiary of AerCap is a party have been made available to Genesis. Each such Lease Document is, and after the consummation of the transactions contemplated by this Agreement will continue to be, a valid and binding obligation of it and its subsidiaries (to the extent they are parties thereto or bound thereby) enforceable against it and, to its knowledge, each other party thereto, in accordance with its terms and is in full force and effect, and it and each of its subsidiaries (to the extent they are party thereto or bound thereby) and, to its knowledge, each other party thereto has performed in all material respects all obligations required to be performed by it under each Lease Document, except where such failure to be valid and binding or such non-performance has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth on Section 3.10(c), Section 3.10(d) or Section 3.10(g) of the AerCap Disclosure Letter, neither it nor any of its subsidiaries has received written notice, nor does it have knowledge, of any material violation or default in respect of any material obligation under (or any condition which with the passage of time or the giving of notice or both would result in such a violation or default), or any intention to cancel, terminate, change the scope of rights and obligations under or not to renew, any Lease Document. (d) Except as disclosed in Section 3.10(d) of the AerCap Disclosure Letter, no default or event of default has occurred and is continuing under any Lease Document due to a failure to maintain insurance over any Aircraft. (e) Except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect and for (i) claims for the return at the end of the Lease term of an Aircraft or Engine of security deposits paid by the Lessee under the applicable Lease Document, or (ii) payments or claims for reimbursement of maintenance reserves or other amounts required to be paid, reimbursed or contributed pursuant to the express terms of any Lease Document, to AerCap’s knowledge there are no claims which have been or can be asserted by any Lessee or any other person against AerCap, any subsidiary of AerCap, any Aircraft or any Engine arising out of the ownership, use, or operation of any Aircraft or Engine prior to the date of this Agreement. Section 3.10(e) of the AerCap Disclosure Letter sets forth by Lessee and Aircraft or Engine (where an Engine is not affiliated with an Aircraft), as the case may be, as of the date five (5) business days prior to the date of this Agreement, the aggregate amount of maintenance reserves paid by the Lessees under the Leases, less the aggregate amounts previously paid or reimbursed to the Lessees in respect of maintenance reserves. (f) To AerCap’s knowledge, except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Lessee has maintained the applicable Aircraft or Engine in accordance with the terms of the applicable Lease, and (ii) no destruction or other casualty loss or partial loss, nor an event which with the passage of time would result in destruction or casualty loss, has occurred in respect of any Aircraft or Engine. (g) Section 3.10(g) of the AerCap Disclosure Letter lists, as of the date set forth therein, which such date shall not be greater than five (5) business days prior to the date of this Agreement (i) all failures by Lessees of AerCap or any of its subsidiaries to make any cash payment (whether rental, maintenance reserves or otherwise) required under a Lease Document that, remains unpaid for more than (x) thirty (30) days and (y) sixty (60) days, in each case, after its respective due date, (ii) all notices of default delivered by AerCap to any Lessees in the last sixty (60) days, (iii) all requests by Lessees of AerCap delivered to AerCap in the last sixty (60) days for any amendment to any Lease Document, (iv) all Aircraft on ground owned (directly or beneficially) by AerCap and whether the Aircraft is subject to a lease or not, and (v) all Aircraft owned (directly or beneficially) by AerCap which is subject to a lease due to expire within twelve (12) months of the date hereof that is not subject to a lease that is scheduled to commence within the same month as, or the month immediately following, the expiration of the current Lease.

Aircraft and Leases. (a) Section 3.10(a) 3.15‎ of the AerCap Company Disclosure Letter lists each aircraft and aircraft engine owned (directly or beneficiallyindirectly) or leased by AerCap the Company or a subsidiary Subsidiary of AerCap the Company as of the date hereof. Except as otherwise set forth in Section 3.10(a) ‎Section 3.15‎ of the AerCap Company Disclosure Letter, as of the date of this Agreement, AerCap the Company or a subsidiary Subsidiary of AerCap the Company (i) is the sole legal and beneficial owner of, and has good and valid title to, each Aircraft and Engine and (ii) is the holder of a lessor’s interest in the Aircraft under the applicable Lease Documents, with respect to each lease of an Aircraft to a Lessee (or an intermediary for the Lessee), which Aircraft and which interest under those Lease Documents are, in each case, to AerCap’s knowledgethe knowledge of the Company, free and clear of all liensLiens, other than Permitted Encumbrances. (b) Section 3.10(b) ‎Section 3.15‎ of the AerCap Company Disclosure Letter sets forth, as of the date of this Agreement, all outstanding purchase orders orders, sale contracts and other commitments made by AerCap the Company or a subsidiary Subsidiary of AerCap the Company to purchase or sell aircraft, aircraft engines and/or engines, including the expected month of deliveryparts. (cA) True and complete copies of each Lease Document (including, for purposes of this Section 3.10(c‎Section 3.15‎(c), the leases and all other material agreements (including including, without limitation, any assignments, novations, side letters, amendments, waivers, modifications, assignment of warranties warranties, assignment of insurances or option agreements) delivered in connection with, or relating to, the lease of any Aircraft or Engine that AerCap the Company or a subsidiary Subsidiary of AerCap the Company has committed to purchase) to which AerCap the Company or a subsidiary Subsidiary of AerCap the Company is a party have been made available to Genesis. Each Parent, (B) each such Lease Document is, and after the consummation of the transactions contemplated by this Agreement will continue to be, a valid and binding obligation of it and its subsidiaries Subsidiaries (to the extent they are parties thereto or bound thereby) enforceable against it and, to its knowledgethe knowledge of the Company, each other party thereto, in accordance with its terms and is in full force and effect, and it and each of its subsidiaries Subsidiaries (to the extent they are party thereto or bound thereby) and, to its knowledgethe knowledge of the Company, each other party thereto has performed in all material respects all obligations required to be performed by it under each Lease Document, except where such failure to be valid and binding or such non-performance has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. Except , and (C) except as set forth on Section 3.10(c), Section 3.10(d) or Section 3.10(g) in ‎Section 3.15‎ of the AerCap Company Disclosure Letter, neither it the Company nor any of its subsidiaries Subsidiaries has received written notice, nor does it have knowledge, notice of any material violation or default in respect of any material obligation under (or any condition which with the passage of time or the giving of notice or both would result in such a violation or default), or any intention to cancel, terminate, change the scope of rights and obligations under or not to renew, any Lease Document. (d) Except To the knowledge of the Company, except as disclosed in Section 3.10(d) ‎Section 3.15‎ of the AerCap Company Disclosure Letter, no default or event of default has occurred and is continuing under any Lease Document due to a failure to maintain hull and liability insurance over any AircraftAircraft pursuant to such Lease Document. (e) Except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect and for (i) claims for the return at the end of the Lease term of an Aircraft or Engine of security deposits paid by the Lessee under the applicable Lease Document, or (ii) maintenance-related claims, lease-end adjustment payments or claims for reimbursement of maintenance reserves or other amounts required to be paid, reimbursed paid or contributed pursuant to the express terms of any Lease Document, to AerCap’s the knowledge of the Company there are no claims which have been or can be asserted by any Lessee or any other person against AerCapthe Company, any subsidiary Subsidiary of AerCapthe Company, any Aircraft or any Engine arising out of the ownership, use, or operation of any Aircraft or Engine prior to the date of this Agreement. Section 3.10(e) To the knowledge of the AerCap Company, ‎Section 3.15‎ of the Company Disclosure Letter sets forth forth, by Lessee and Aircraft or Engine (where an Engine is not affiliated with an Aircraft), as the case may be, and by component as of the date five (5) business days Business Days prior to the date of this Agreement, the aggregate amount of maintenance reserves additional rent paid by the Lessees under the Leases, less the aggregate of any amounts previously paid or reimbursed contributed to the Lessees in respect of qualifying maintenance reservesevents, such contributions being limited to the amount of additional rent paid by the Lessees at the date when the qualifying maintenance event commenced less amounts already contributed to the Lessees in respect of previous qualifying maintenance events and which were limited to the amounts of additional rent paid. (f) To AerCap’s knowledgethe knowledge of the Company, except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Lessee has maintained and operated the applicable Aircraft or Engine in accordance with the terms of the applicable Lease, and (ii) no damage, destruction or other casualty loss or partial loss, nor an event which with the passage of time would result in damage, destruction or casualty loss, has occurred in respect of any Aircraft or Engine. (g) Section 3.10(g) To the knowledge of the AerCap Company, ‎Section 3.15‎ of the Company Disclosure Letter lists, as of the date set forth therein, which such date shall not be greater than five (5) business days Business Days prior to the date of this Agreement (i) all failures by Lessees of AerCap the Company or any of its subsidiaries Subsidiaries to make any cash payment (whether rental, additional rent, maintenance reserves reserves, or otherwise) required under a Lease Document that, that remains unpaid for more than (x) thirty (30) days and (y) sixty (60) days, in each case, after its respective due date, (ii) all notices of default delivered by AerCap the Company to any Lessees in the last sixty (60) days, (iii) all written requests by Lessees of AerCap the Company delivered to AerCap the Company in the last sixty (60) days for any amendment to any Lease Document, (iv) all Aircraft on ground owned (directly or beneficially) by AerCap the Company and whether the Aircraft is subject to a lease or not, and (v) all Aircraft owned (directly or beneficially) by AerCap the Company which is subject to a lease due to expire within twelve (12) months of the date hereof that is not subject to a new lease that is scheduled to commence within the same month as, or the month immediately following, the expiration of the current Lease.