Common use of Extension, Amendment or Replacement of Leases Clause in Contracts

Extension, Amendment or Replacement of Leases. Upon execution of any renewal, extension or replacement Lease, the relevant Grantor shall comply with the provisions of Sections 2.06 and 2.08 of this Agreement, as applicable, and shall deliver the following: (i) to the Senior Security Trustee, the Chattel Paper Original, if any, of such renewal, extension or replacement Lease; (ii) to each Security Trustee, AIG Funding and the FRBNY, a notice of assignment substantially in the form attached hereto as Exhibit F-1 (a “Lessee Notice”) and an acknowledgement from the Lessee substantially in the form attached hereto as Exhibit F-2 (a “Lessee Acknowledgment”), or such forms of such notices as may be pre-agreed in the relevant Lease, addressed to, or for the benefit of, each Security Trustee with respect to such Lease; (iii) to each Security Trustee, AIG Funding and the FRBNY, certificates of insurance from qualified brokers of aircraft insurance (or other evidence satisfactory to each Security Trustee, AIG Funding and the FRBNY), evidencing all insurance required to be maintained by the applicable Lessee, together with the endorsements required pursuant to Section 2.19 and Schedule V of this Agreement; (iv) to each Security Trustee, AIG Funding and the FRBNY, promptly and in any case within 15 days of the effectiveness of the leasing of such Pool Aircraft, a copy of such Lease, and an amended and restated Schedule 3.19(b) to the Credit Agreement incorporating all information required under such schedule with respect to such renewal, extension or replacement Lease; and (v) to each Security Trustee, with respect to any renewal, extension or replacement Lease, copies of such legal opinions with regard to compliance with the registration requirements of the relevant jurisdiction, enforceability of such Lease and such other matters customary for such transactions, in each case to the extent that receiving such legal opinions is consistent with Leasing Company Practice.

Extension, Amendment or Replacement of Leases. (a) The Borrower shall not allow any Borrower Subsidiary to amend, replace, or waive any term of, or otherwise modify any Lease if the effect of such amendment or waiver would cause such Lease to cease to comply with the Core Lease Provisions. (b) Upon the termination of any Lease with respect to any Aircraft, the Borrower shall cause the applicable Borrower Subsidiary to use its reasonable commercial efforts to renew or extend such Lease or lease such Aircraft to another Eligible Carrier pursuant to an Eligible Lease and otherwise shall be in compliance with the terms of the Servicing Agreement. No such additional Lease shall be permitted if it would constitute a Lessee Limitation Event; provided that no Lessee Limitation Event shall be deemed to have occurred as a result of the renewal, extension or replacement of any Lease with the same Eligible Carrier. (c) Upon execution of any renewal, extension or replacement Lease, the relevant Grantor Borrower or the applicable Borrower Subsidiary shall comply with the provisions of Sections 2.06 and 2.08 Section 2.11(e), (f) or (g) of this the Security Trust Agreement, as applicable, and shall deliver the followingdeliver: (i) to the Senior Security Trustee, and only if the Lease is with a Lessor organized under the laws of a State (or the District of Columbia) within the United States within the meaning of Article 9 of the UCC, the Chattel Paper Original, if any, Original of such renewal, extension or replacement Lease; (ii) to each the Security Trustee, AIG Funding a Notice and the FRBNY, a notice of assignment substantially in the form attached hereto as Exhibit F-1 (a “Lessee Notice”) and an acknowledgement from the Lessee substantially in the form attached hereto as Exhibit F-2 (a “Lessee Acknowledgment”), or such forms of such notices as may be pre-agreed in the relevant Lease, addressed to, or for the benefit of, each Security Trustee Acknowledgment with respect to such Lease; (iii) to each the Security Trustee, AIG Funding Trustee and the FRBNYAdministrative Agent, certificates of insurance from qualified brokers of aircraft insurance (or other evidence satisfactory to each Security Trustee, AIG Funding and the FRBNYAdministrative Agent), evidencing all insurance required to be maintained by the applicable LesseeObligor, together with endorsements naming (i) the Security Trustee, for the benefit of the Administrative Agent and the Lenders, as a “contract party” and listing the relevant Transaction Documents as “contracts” for purposes of certificates incorporating Lloyd’s AVN67B endorsements required pursuant or similar language or as “loss payee” or as an “additional insured”, if applicable and (ii) each of the Borrower, the Borrower Subsidiary that is the owner, or lessor, of such Aircraft, the Security Trustee and the Administrative Agent, on behalf of the Lenders, as an additional insured (except to Section 2.19 and Schedule V the extent that the applicable Lease does not require the addition of this Agreementthe Administrative Agent as an additional insured); (iv) to each Security Trustee, AIG Funding and the FRBNYAdministrative Agent, promptly and in any case within 15 days of the effectiveness of the leasing of such Pool Aircraftdays, a copy of such Lease, and an amended and restated Schedule 3.19(b) to the Credit Agreement III hereto incorporating all information required under such schedule with respect to such renewal, extension or replacement Lease; and (v) to each the Security Trustee, with respect to any renewal, extension or replacement Lease, copies of such legal opinions with regard to compliance with the registration requirements of the relevant jurisdiction, enforceability of such Lease and such other matters customary for such transactions, in each case to the extent that receiving such legal opinions is consistent with Leasing Company Practice.

Extension, Amendment or Replacement of Leases. (a) Except as provided by this Section 10.9 (and in any case subject to the limitations of Section 10.7), the Borrower shall not allow any Borrower Subsidiary to transfer, assign, extend, amend, replace, or waive any term of, or otherwise modify any Lease, in any way that may cause such Lease to no longer constitute an Eligible Lease, or that would have a material adverse effect on the validity, perfection or priority of the security interest of the Collateral Agent therein. (b) Upon the termination of any Lease with respect to any Aircraft, the Borrower shall cause the applicable Borrower Subsidiary to use its reasonable commercial efforts to renew such Lease or lease such Aircraft to another Eligible Carrier pursuant to an Eligible Lease and otherwise in compliance with the terms of the Servicing Agreement. No such renewal or additional Lease shall be permitted if it would constitute a Lessee Limitation Event. (c) Upon execution of any renewal, extension renewal or replacement Lease, the relevant Grantor Borrower or the applicable Borrower Subsidiary shall comply with the provisions of Sections 2.06 and 2.08 of this Agreement, as applicable, and shall deliver the followingdeliver: (i) to the Senior Security TrusteeCollateral Agent, and only if the Lease is with a Lessor organized under the laws of a State (or the District of Columbia) within the United States within the meaning of Article 9 of the UCC, the Chattel Paper Original, if any, Original of such renewal, extension renewal or replacement Lease; (ii) to each Security Trustee, AIG Funding and the FRBNYCollateral Agent, a notice of assignment substantially in the form attached hereto as Exhibit F-1 (a “Lessee Notice”) Notice and an acknowledgement from the Lessee substantially in the form attached hereto as Exhibit F-2 (a “Lessee Acknowledgment”), or such forms of such notices as may be pre-agreed in the relevant Lease, addressed to, or for the benefit of, each Security Trustee Acknowledgment with respect to such Lease; (iii) to each Security Trustee, AIG Funding the Collateral Agent and the FRBNYAdministrative Agent, certificates of insurance from qualified brokers of aircraft insurance (or other evidence satisfactory to each Security Trustee, AIG Funding and the FRBNY)Administrative Agent, evidencing all insurance required to be maintained by the applicable Lessee, Obligor together with endorsements naming (i) the Collateral Agent, for the benefit of the Administrative Agent and the Lenders, as a “contract party” and listing the relevant Transaction Documents as “contracts” for purposes of certificates incorporating Lloyd’s AVN67B endorsements required pursuant to Section 2.19 or similar language or as “loss payee” or as an “additional insured”, if applicable and Schedule V (ii) each of this Agreementthe Borrower, the Borrower Subsidiary that is the owner, or lessor, of such Aircraft, the Collateral Agent and the Administrative Agent, on behalf of the Lenders, as an additional insured; (iv) to each Security Trustee, AIG Funding and the FRBNYAdministrative Agent, promptly and in any case within 15 days of the effectiveness of the leasing of such Pool Aircraftdays, a copy of such Lease, and an amended and restated Schedule 3.19(b) to the Credit Agreement III hereto incorporating all information required under such schedule with respect to such renewal, extension renewed or replacement Lease; and (v) to each Security Trusteethe Collateral Agent, with respect to any renewal, extension renewal or replacement Lease, copies of such legal opinions with regard to compliance with the registration requirements of the relevant jurisdiction, enforceability of such Lease and such other matters customary for such transactions, in each case transactions to the extent that receiving such legal opinions is consistent with Leasing Company Practice. (d) The Borrower shall, and shall cause each applicable Borrower Subsidiary to, in each case, whether directly or through the Servicer, commence the negotiation of any commitment for an Eligible Lease or Leases in a manner consistent with the practices employed by the Servicer with respect to its aircraft operating leasing services business generally and in accordance with the terms of the Servicing Agreement.

Extension, Amendment or Replacement of Leases. (a) Except as provided by this Section 10.9 (and in any case subject to the limitations of Section 10.7), the Borrower shall not allow any Borrower Subsidiary to transfer, assign, extend, amend, replace, or waive any term of, or otherwise modify any Lease, in any way that may cause such Lease to no longer constitute an Eligible Lease, or that would have a material adverse effect on the validity, perfection or priority of the security interest of the Collateral Agent therein. (b) Upon the termination of any Lease with respect to any Aircraft, the Borrower shall cause the applicable Borrower Subsidiary to use its reasonable commercial efforts to renew such Lease or lease such Aircraft to another Eligible Carrier pursuant to an Eligible Lease and otherwise in compliance with the terms of the Servicing Agreement. No such renewal or additional Lease shall be permitted if it would constitute a Lessee Limitation Event. (c) Upon execution of any renewal, extension renewal or replacement Lease, the relevant Grantor Borrower or the applicable Borrower Subsidiary shall comply with the provisions of Sections 2.06 and 2.08 of this Agreement, as applicable, and shall deliver the followingdeliver: (i) to the Senior Security TrusteeCollateral Agent, and only if the Lease is with a Lessor organized under the laws of a State (or the District of Columbia) within the United States within the meaning of Article 9 of the UCC, the Chattel Paper Original, if any, Original of such renewal, extension renewal or replacement Lease; (ii) to each Security Trustee, AIG Funding and the FRBNYCollateral Agent, a notice of assignment substantially in the form attached hereto as Exhibit F-1 (a “Lessee Notice”) Notice and an acknowledgement from the Lessee substantially in the form attached hereto as Exhibit F-2 (a “Lessee Acknowledgment”), or such forms of such notices as may be pre-agreed in the relevant Lease, addressed to, or for the benefit of, each Security Trustee Acknowledgment with respect to such Lease; (iii) to each Security Trustee, AIG Funding the Collateral Agent and the FRBNYAdministrative Agent, certificates of insurance from qualified brokers of aircraft insurance (or other evidence satisfactory to each Security Trustee, AIG Funding and the FRBNY)Administrative Agent, evidencing all insurance required to be maintained by the applicable Lessee, Obligor together with endorsements naming (i) the Collateral Agent, for the benefit of the Administrative Agent and the Lenders, as a “contract party” and listing the relevant Transaction Documents as “contracts” for purposes of certificates incorporating Lloyd’s AVN67B endorsements required pursuant to Section 2.19 or similar language or as “loss payee” or as an “additional insured”, if applicable and Schedule V (ii) each of this Agreementthe Borrower, the Borrower Subsidiary that is the owner, or lessor, of such Aircraft, the Collateral Agent and the Administrative Agent, on behalf of the Lenders, as an additional insured; (iv) to each Security Trustee, AIG Funding and the FRBNYAdministrative Agent, promptly and in any case within 15 days of the effectiveness of the leasing of such Pool Aircraftdays, a copy of such Lease, and an amended and restated Schedule 3.19(b) to the Credit Agreement III hereto incorporating all information required under such schedule with respect to such renewal, extension renewed or replacement Lease; and (v) to each Security Trusteethe Collateral Agent , with respect to any renewal, extension renewal or replacement Lease, copies of such legal opinions with regard to compliance with the registration requirements of the relevant jurisdiction, enforceability of such Lease and such other matters customary for such transactions, in each case transactions to the extent that receiving such legal opinions is consistent with Leasing Company Practice. (d) The Borrower shall, and shall cause each applicable Borrower Subsidiary to, in each case, whether directly or through the Servicer, commence the negotiation of any commitment for an Eligible Lease or Leases in a manner consistent with the practices employed by the Servicer with respect to its aircraft operating leasing services business generally and in accordance with the terms of the Servicing Agreement.