Common use of Intermediate Lessees Clause in Contracts

Intermediate Lessees. In connection with (i) the replacement of any Lease of any Pool Aircraft, (ii) the addition of Non-Pool Aircraft to the Designated Pool, (iii) any Requirement of Law or (iv) a request by a Lessee, the Owner Subsidiary or Intermediate Lessee shall be entitled, by giving notice to the Administrative Agent, to enter into one or more Intermediate Leases with one or more Intermediate Lessees with respect to such Pool Aircraft or to hold, directly or indirectly, subject to the Local Requirements Exception, 100% of the Equity Interests in another Intermediate Lessee; provided that: (i) such Intermediate Lessee that is a lessor shall have executed and delivered to the Administrative Agent and the Collateral Agent such certificates, opinions and documents (including registrations and recordings with the FAA (if applicable), the International Registry and/or any Applicable Foreign Aviation Law) as are required to evidence such Intermediate Lessee as the lessor of such Pool Aircraft; (ii) in each case subject to the Local Requirements Exception and as and to the extent permitted in the country of registration of such Pool Aircraft (x) such Intermediate Lessee that is a lessor shall be (or shall be in the process of becoming in due course) registered as a lessor with respect to such Pool Aircraft and (y) an Owner Subsidiary shall be (or shall be in the process of becoming in due course) registered as the owner with respect to such Pool Aircraft, and the Required Cape Town Registrations, if applicable, shall have been made; (iii) the relevant Transaction Parties shall have executed and delivered to the Administrative Agent and the Collateral Agent a Grantor Supplement and/or Collateral Supplement (as applicable) and such documents (including UCC Financing Statements and charge documents) as are required to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in, and Lien on, the Equity Collateral related to the relevant Pool Aircraft and Intermediate Lessee (to the extent required under the Express Perfection Requirements); and (iv) such Intermediate Lessee shall have executed and delivered to the Administrative Agent an Obligor Assumption Agreement.

Intermediate Lessees. In connection with (i) the replacement of any Lease of any Pool Aircraft, (ii) the addition inclusion in the Designated Pool of Non-any Additional Pool Aircraft pursuant to the Designated PoolSection 2.18(c) above, or (iii) any Requirement of Law applicable to a Grantor or (iv) a request by Lessee or a LesseePool Aircraft, the Owner Subsidiary or Intermediate Lessee a Grantor holding title to a Pool Aircraft shall be entitled, by giving notice to the Administrative AgentSecurity Trustee, to enter into one or more an Intermediate Leases Lease with one or more an Intermediate Lessees Lessee with respect to such Pool Aircraft or to hold, directly or indirectly, subject to the Local Requirements Exception, 100% of the Equity Interests in another Intermediate LesseeAircraft; provided that: (i) such Intermediate Lessee that is a lessor shall have executed and delivered to the Administrative Agent and the Collateral Agent such certificates, opinions and documents (including registrations and recordings with the FAA (if applicable), the International Registry and/or any Applicable Foreign Aviation Law) as are required to evidence such Intermediate Lessee as the lessor of such Pool Aircraft; (ii) in each case subject to the Local Requirements Exception and as and to the extent permitted in the country of registration of such Pool Aircraft (x) such Intermediate Lessee that is a lessor shall be (or shall be in the process of becoming in due course) registered as a lessor with respect to such Pool Aircraft and (y) an Owner Subsidiary shall be (or shall be in the process of becoming in due course) registered as the owner with respect to such Pool Aircraft, and the Required Cape Town Registrations, if applicable, shall have been made; (iii) the relevant Transaction Parties shall have executed and delivered to the Administrative Agent and the Collateral Agent a Grantor Supplement and/or Collateral Supplement (as applicable) and such documents (including UCC Financing Statements and charge documents) as are required to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in, and Lien on, the Equity Collateral related to the relevant Pool Aircraft and Intermediate Lessee (to the extent required under the Express Perfection Requirements); and (ivA) such Intermediate Lessee shall have executed and delivered to the Administrative Agent an Obligor Assumption Security Trustee (1) on or prior to entering into the Intermediate Lease (or, if later, in the case of any Additional Pool Aircraft, on or prior to such addition), a Grantor Supplement and/or Collateral Supplement, as applicable, and (2) such documents (including UCC Financing Statements, charge documents (if applicable) and registrations and recordings with the FAA (if applicable) and the International Registry) as are required to grant to the Security Trustee for the benefit of the Secured Parties a perfected security interest in the Collateral owned by such Intermediate Lessee (it being understood and agreed that, with respect to the Aircraft Collateral, only the Express Perfection Requirements shall be required to be satisfied); (B) such Intermediate Lessee shall have delivered a Lessee Notice to the applicable Lessee in accordance with this Agreement, and, to the extent required under the Express Perfection Requirements, shall procure a Lessee Acknowledgement in accordance with this Agreement signed by the applicable Lessee as promptly as practicable after the date the aircraft is added to the Designated Pool (or, if later, on or prior to entering into such Intermediate Lease) and in any event no later than 180 days after such date; and (C) if such Intermediate Lessee is incorporated under the laws of Ireland, within 21 days following the execution of the Security Documents referred to in clauses (A) - (B) above, the relevant Intermediate Lessee and/or Issuer or the relevant Grantor, as applicable, shall cause each such Security Document, or the particulars thereof, to be filed with the Irish Companies Registration Office and, if applicable, the Irish Revenue Commissioners and in each case shall provide evidence of such filings reasonably satisfactory to the Security Trustee or, if such Intermediate Lessee is incorporated under the laws of any other jurisdiction requiring specific filings or other actions, the relevant Intermediate Lessee and/or Issuer or the relevant Grantor, as applicable, shall cause such filings to be made or such other actions to be taken.

Intermediate Lessees. In connection with (i) the replacement of any Lease of any Pool Aircraft, (ii) the addition of Non-Pool Aircraft to the Designated Pool, or (iii) any Requirement of Law or (iv) Law, a request by a Lessee, the Owner Lessor Subsidiary or Intermediate Lessee shall be entitled, by giving notice (an “Intermediate Lease Notice”) to the Administrative Agent, to enter into one or more an Intermediate Leases Lease with one or more an Intermediate Lessees Lessee with respect to such Pool Aircraft or to hold, directly or indirectly, subject to the Local Requirements Exception, 100% of the Equity Interests in another Intermediate LesseeAircraft; provided that: (iA) if such Intermediate Lessee that is a lessor not an Initial Intermediate Lessee, such Intermediate Lessee shall have executed and delivered to the Administrative Agent and the Collateral Agent (1) at least twenty (20) days prior to entering into an Intermediate Lease, a Borrower Party Request and Assumption Agreement, (2) a Grantor Supplement and (3) such certificates, opinions and documents (including UCC Financing Statements, charge documents and registrations and recordings with the FAA (if applicable), the International Registry and/or any Applicable Foreign Non-U.S. Aviation Law) as are required to evidence such Intermediate Lessee as the lessor of such Pool Aircraft; (ii) in each case subject to the Local Requirements Exception and as and to the extent permitted in the country of registration of such Pool Aircraft (x) such Intermediate Lessee that is a lessor shall be (or shall be in the process of becoming in due course) registered as a lessor with respect to such Pool Aircraft and (y) an Owner Subsidiary shall be (or shall be in the process of becoming in due course) registered as the owner with respect to such Pool Aircraft, and the Required Cape Town Registrations, if applicable, shall have been made; (iii) the relevant Transaction Parties shall have executed and delivered to the Administrative Agent and the Collateral Agent a Grantor Supplement and/or Collateral Supplement (as applicable) and such documents (including UCC Financing Statements and charge documents) as are required to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in, and Lien on, the Collateral held by such Intermediate Lessee or the Equity Collateral related to the relevant Pool Aircraft and such Intermediate Lessee (it being understood and agreed that, with respect to each applicable Aircraft Asset and any related Equity Collateral of the extent required under relevant Intermediate Lessee, only the Express Perfection RequirementsRequirements shall apply); and; (ivB) such Intermediate Lessee shall have executed delivered a Notice of Assignment to such Lessee in substantially the form of Exhibit F-1 to the Mortgage (or such other form as has been agreed with the Collateral Agent), and delivered shall have taken such other actions required by clause (a) of the definition of Express Perfection Requirements; (C) the Administrative Agent shall have received with respect to such Intermediate Lessee such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to them, as may be required by it in its sole discretion; (D) such Intermediate Lessee shall be, as permitted in the country of registration of such Pool Aircraft, registered as a lessor with respect to such Pool Aircraft and such Intermediate Lessee shall be, as and to the extent permitted in the country of registration of such Pool Aircraft, registered as the owner with respect to such Pool Aircraft and such Intermediate Lessee has made the Required Cape Town Registration, if applicable; (E) if such Intermediate Lessee is incorporated under the laws of Ireland, within 21 days following the execution of the Security Documents referred to at (A) and (B) above, the relevant Intermediate Lessee and/or the relevant Borrower Party, as applicable, shall enter into an Irish Charge Over Shares and cause each such Security Document to be filed with the Irish Companies Registration Office and where applicable the Irish Revenue Commissioners and in each case shall provide evidence of such filings reasonably satisfactory to the Administrative Agent; (F) if such Intermediate Lessee is incorporated under the laws of Bermuda, the relevant Intermediate Lessee and/or the relevant Borrower Party, as applicable, shall enter into a Bermuda Share Charge and (1) cause each such Bermuda Share Charge to be filed with the Bermuda Registrar of Companies and in each case shall provide evidence of such filing reasonably satisfactory to the Administrative Agent and (2) prior to the entry into such Bermuda Share Charge, obtain the consent of the Bermuda Monetary Authority to such Bermuda Share Charge (if required); (G) if such Intermediate Lessee is incorporated under the laws of Australia, the relevant Intermediate Lessee and/or the relevant Borrower Party or Guarantor Party, as applicable, shall enter into an Obligor Assumption AgreementAustralian Share Charge and shall take all steps required under the laws of Australia (and the relevant State or Territory thereof) in order to ensure the validity, perfection, priority and enforceability of the security interests created thereby; and (H) if such Intermediate Lessee is incorporated under the laws of another acceptable jurisdiction (as listed in the definition of “Intermediate Lessee”), the relevant Intermediate Lessee and/or the relevant Borrower Party or Guarantor Party, as applicable, shall enter into a charge, pledge or equivalent security agreement, in respect of the shares or other Equity Interests in the Intermediate Lessee and shall take all steps required under the laws of such jurisdiction in order to ensure the validity, perfection, priority and enforceability of the security interests created thereby.

Intermediate Lessees. In connection with (i) the replacement of any Lease of any Pool Aircraft, (ii) the addition of Non-Pool Aircraft to the Designated Pool, or (iii) any Requirement of Law applicable to the Issuer or (iv) another Grantor or a request by Lessee or a LesseePool Aircraft, the Owner Subsidiary or Intermediate Lessee Issuer shall be entitled, by giving notice (an “Intermediate Lease Notice”) to the Administrative AgentSecurity Trustee, to enter into one or more an Intermediate Leases Lease with one or more an Intermediate Lessees Lessee with respect to such Pool Aircraft or to hold, directly or indirectly, subject to the Local Requirements Exception, 100% of the Equity Interests in another Intermediate Lesseeaircraft; provided that: (iA) if such Intermediate Lessee that is a lessor not an Initial Intermediate Lessee, such Intermediate Lessee shall have executed and delivered to the Administrative Agent Trustee and the Collateral Agent Security Trustee (1) at least five (5) days prior to entering into an Intermediate Lease, a Request and Assumption Agreement pursuant to the Indenture, (2) a Grantor Supplement and (3) such certificates, opinions and documents (including UCC Financing Statements, charge documents and registrations and recordings with the FAA (if applicable), ) and the International Registry and/or any Applicable Foreign Aviation Law) as are required to evidence such Intermediate Lessee as the lessor of such Pool Aircraft; (ii) in each case subject to the Local Requirements Exception and as and to the extent permitted in the country of registration of such Pool Aircraft (x) such Intermediate Lessee that is a lessor shall be (or shall be in the process of becoming in due course) registered as a lessor with respect to such Pool Aircraft and (y) an Owner Subsidiary shall be (or shall be in the process of becoming in due course) registered as the owner with respect to such Pool Aircraft, and the Required Cape Town Registrations, if applicable, shall have been made; (iii) the relevant Transaction Parties shall have executed and delivered to the Administrative Agent and the Collateral Agent a Grantor Supplement and/or Collateral Supplement (as applicable) and such documents (including UCC Financing Statements and charge documentsRegistry) as are required to grant to the Collateral Agent, for the benefit of the Secured Parties, Security Trustee a perfected security interest in, and Lien on, the Equity Collateral related to the relevant Pool Aircraft and held by such Intermediate Lessee (it being understood and agreed that, with respect to each Aircraft Asset, only the Express Perfection Requirements shall be required to be satisfied); (B) such Intermediate Lessee shall have delivered a Lessee Notice to such lessee in accordance with this Agreement, and, to the extent required under the Express Perfection Requirements), shall procure a Lessee Acknowledgement in accordance with this Agreement signed by the applicable Lessee as promptly as practicable after the date the aircraft is added to the Designated Pool and in any event no later than 180 days after such date; and (ivC) if such Intermediate Lessee is incorporated under the laws of Ireland, within 21 days following the execution of the Security Documents referred to in clauses (A) - (B) above, the relevant Intermediate Lessee and/or Issuer or the relevant Grantor, as applicable, shall have executed cause each such Security Document, or the particulars thereof, to be filed with the Irish Companies Registration Office and, if applicable, the Irish Revenue Commissioners and delivered in each case shall provide evidence of such filings reasonably satisfactory to the Administrative Agent an Obligor Assumption AgreementSecurity Trustee or, if such Intermediate Lessee is incorporated under the laws of any other jurisdiction requiring specific filings or other actions, the relevant Intermediate Lessee and/or Issuer or the relevant Grantor, as applicable, shall cause such filings to be made or such other actions to be taken.

Intermediate Lessees. In connection with (i) the replacement of any Lease of any Pool Aircraft, (ii) the addition of Non-Pool Aircraft to the Designated PoolPool pursuant to Section 5.22, or (iii) any Requirement of Law or (iv) a request by a LesseeLaw, the Owner Subsidiary or Intermediate Lessee any Borrower shall be entitled, by giving notice (an “Intermediate Lease Notice”) to the Administrative AgentLender Parties and the FRBNY, to enter into one or more an Intermediate Leases Lease with one or more an Intermediate Lessees Lessee with respect to such Pool Aircraft or to hold, directly or indirectly, subject to the Local Requirements Exception, 100% of the Equity Interests in another Intermediate LesseeAircraft; provided that: (iA) such Intermediate Lessee that has been established pursuant to Organizational Documents and Operating Documents in form and substance satisfactory to the Required Persons; (B) if such Intermediate Lessee is a lessor not an Initial Intermediate Lessee, such Intermediate Lessee shall have executed and delivered to the Administrative Agent Required Persons (1) at least twenty (20) days prior to entering into an Intermediate Lease, a Designated Borrower/Intermediate Lessee Request and Assumption Agreement, (2) a supplement to each of the Borrower Party Guarantee and the Collateral Agent Third Lien Guarantee, (3) a Grantor Supplement and (4) such certificates, opinions and documents (including UCC Financing Statements, charge documents and registrations and recordings with the FAA (if applicable), ) and the International Registry and/or any Applicable Foreign Aviation LawRegistry) as are required to evidence such Intermediate Lessee as the lessor of such Pool Aircraft; (ii) in each case subject to the Local Requirements Exception and as and to the extent permitted in the country of registration of such Pool Aircraft (x) such Intermediate Lessee that is a lessor shall be (or shall be in the process of becoming in due course) registered as a lessor with respect to such Pool Aircraft and (y) an Owner Subsidiary shall be (or shall be in the process of becoming in due course) registered as the owner with respect to such Pool Aircraft, and the Required Cape Town Registrations, if applicable, shall have been made; (iii) the relevant Transaction Parties shall have executed and delivered to the Administrative Agent and the Collateral Agent a Grantor Supplement and/or Collateral Supplement (as applicable) and such documents (including UCC Financing Statements and charge documents) as are required Persons may reasonably request to grant to the Collateral AgentSecurity Trustees, for the benefit of the Secured PartiesParties (as defined in the Mortgage), a perfected security interest in, and Lien on, all of the Equity Collateral related Intermediate Lessee’s assets (it being understood and agreed that, with respect to the relevant Pool each Aircraft and Intermediate Lessee (to the extent required under Asset, only the Express Perfection RequirementsRequirements shall be required to be satisfied); and; (ivC) if such Intermediate Lessee shall have established a Collection Account in its own name, the Security Trustee shall, subject to the Mortgage, have control of such Collection Account pursuant to a Deposit Account Control Agreement; (D) such Intermediate Lessee shall have executed and instructed any applicable Lessee to make all payments in respect of any applicable Lease by wire transfer directly to a Collection Account; (E) if such Intermediate Lessee is not an Initial Intermediate Lessee, the Borrower Party that owns the Equity Interests of such Intermediate Lessee shall (unless such Intermediate Lessee is an Initial Intermediate Lessee) have delivered to the Administrative Agent Security Trustee a Collateral Supplement and, if applicable, an Obligor Assumption AgreementAdditional Charge Over Shares, sufficient to grant the Security Trustee, for the benefit of the Secured Parties, a security interest in, and Lien on, such Equity Interests; (F) the Required Persons shall have received with respect to such Intermediate Lessee such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to them, as may be required by them in their sole discretion; (G) The Required Persons shall have received evidence in a form and substance satisfactory to them that the requirements of Section 60 of the Companies Xxx 0000 (as amended) of Ireland and the analogous provisions of any other relevant jurisdiction in relation to financial assistance, have been complied with in full by such Intermediate Lessee; and (H) if such Intermediate Lessee is incorporated under the laws of Ireland, within 21 days following the execution of the Security Documents referred to at (B) and (E) above, the relevant Intermediate Lessee and/or the relevant Borrower Party, as applicable, shall cause each such Security Document to be filed with the Irish Companies Registration Office and the Irish Revenue Commissioners and in each case shall provide evidence of such filings reasonably satisfactory to the Required Persons.

Intermediate Lessees. In connection with (i) the replacement of any Lease of any Pool Aircraft, (ii) the addition of Non-Pool Aircraft to the Designated PoolPool pursuant to Section 5.22, or (iii) any Requirement of Law or (iv) a request by a LesseeLaw, the Owner Subsidiary or Intermediate Lessee any Borrower shall be entitled, by giving notice (an “Intermediate Lease Notice”) to the Administrative AgentLender Parties and the FRBNY, to enter into one or more an Intermediate Leases Lease with one or more an Intermediate Lessees Lessee with respect to such Pool Aircraft or to hold, directly or indirectly, subject to the Local Requirements Exception, 100% of the Equity Interests in another Intermediate LesseeAircraft; provided that: (iA) such Intermediate Lessee that has been established pursuant to Organizational Documents and Operating Documents in form and substance satisfactory to the Required Persons; (B) if such Intermediate Lessee is a lessor not an Initial Intermediate Lessee, such Intermediate Lessee shall have executed and delivered to the Administrative Agent Required Persons (1) at least twenty (20) days prior to entering into an Intermediate Lease, a Designated Borrower/Intermediate Lessee Request and Assumption Agreement, (2) a supplement to each of the Borrower Party Guarantee and the Collateral Agent First Lien Guarantee, (3) a Grantor Supplement and (4) such certificates, opinions and documents (including UCC Financing Statements, charge documents and registrations and recordings with the FAA (if applicable), ) and the International Registry and/or any Applicable Foreign Aviation LawRegistry) as are required to evidence such Intermediate Lessee as the lessor of such Pool Aircraft; (ii) in each case subject to the Local Requirements Exception and as and to the extent permitted in the country of registration of such Pool Aircraft (x) such Intermediate Lessee that is a lessor shall be (or shall be in the process of becoming in due course) registered as a lessor with respect to such Pool Aircraft and (y) an Owner Subsidiary shall be (or shall be in the process of becoming in due course) registered as the owner with respect to such Pool Aircraft, and the Required Cape Town Registrations, if applicable, shall have been made; (iii) the relevant Transaction Parties shall have executed and delivered to the Administrative Agent and the Collateral Agent a Grantor Supplement and/or Collateral Supplement (as applicable) and such documents (including UCC Financing Statements and charge documents) as are required Persons may reasonably request to grant to the Collateral AgentSecurity Trustees, for the benefit of the Secured PartiesParties (as defined in the Mortgage), a perfected security interest in, and Lien on, all of the Equity Collateral related Intermediate Lessee’s assets (it being understood and agreed that, with respect to the relevant Pool each Aircraft and Intermediate Lessee (to the extent required under Asset, only the Express Perfection RequirementsRequirements shall be required to be satisfied); and; (ivC) if such Intermediate Lessee shall have established a Collection Account in its own name, the Security Trustee shall, subject to the Mortgage, have control of such Collection Account pursuant to a Deposit Account Control Agreement; (D) such Intermediate Lessee shall have executed and instructed any applicable Lessee to make all payments in respect of any applicable Lease by wire transfer directly to a Collection Account; (E) if such Intermediate Lessee is not an Initial Intermediate Lessee, the Borrower Party that owns the Equity Interests of such Intermediate Lessee shall (unless such Intermediate Lessee is an Initial Intermediate Lessee) have delivered to the Administrative Agent Security Trustee a Collateral Supplement and, if applicable, an Obligor Assumption AgreementAdditional Charge Over Shares, sufficient to grant the Security Trustee, for the benefit of the Secured Parties, a security interest in, and Lien on, such Equity Interests; (F) the Required Persons shall have received with respect to such Intermediate Lessee such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to them, as may be required by them in their sole discretion; (G) The Required Persons shall have received evidence in a form and substance satisfactory to them that the requirements of Section 60 of the Companies Xxx 0000 (as amended) of Ireland and the analogous provisions of any other relevant jurisdiction in relation to financial assistance, have been complied with in full by such Intermediate Lessee; and (H) if such Intermediate Lessee is incorporated under the laws of Ireland, within 21 days following the execution of the Security Documents referred to at (B) and (E) above, the relevant Intermediate Lessee and/or the relevant Borrower Party, as applicable, shall cause each such Security Document to be filed with the Irish Companies Registration Office and the Irish Revenue Commissioners and in each case shall provide evidence of such filings reasonably satisfactory to the Required Persons.

Intermediate Lessees. In connection with (i) the replacement of any Lease of any Pool Aircraft, (ii) the addition of Non-Pool Aircraft to the Designated Pool, (iii) any Requirement of Law or (iv) a request by a Lessee, the Owner Subsidiary or Intermediate Lessee shall be entitled, by giving notice to the Administrative Agent, to enter into one or more Intermediate Leases with one or more Intermediate Lessees with respect to such Pool Aircraft or to hold, directly or indirectly, subject to the Local Requirements Exception, 100% of the Equity Interests in another Intermediate Lessee; provided that: (i) such Intermediate Lessee that is a lessor shall have executed and delivered to the Administrative Agent and the Collateral Agent such certificates, opinions and documents (including registrations and recordings with the FAA (if applicable), the International Registry and/or any Applicable Foreign Aviation Law) as are required to evidence such Intermediate Lessee as the lessor of such Pool Aircraft; (ii) in each case subject to the Local Requirements Exception and as and to the extent permitted in the country of registration of such Pool Aircraft (x) such Intermediate Lessee that is a lessor shall be (or shall be in the process of becoming in due course) ), as and to the extent permitted in the country of registration of such Pool Aircraft, registered as a lessor with respect to such Pool Aircraft and (y) an Owner Subsidiary shall be (be, as and to the extent permitted in the country of registration of such Pool Aircraft, or shall be in the process of becoming in due course) , registered as the owner with respect to such Pool Aircraft, Aircraft and such Owner Subsidiary has made the Required Cape Town Registrations, if applicable, shall have been made; (iii) the relevant Transaction Borrower Parties shall have executed and delivered to the Administrative Agent and the Collateral Agent a Grantor Supplement and/or Collateral Supplement (as applicable) and such certificates, opinions and documents (including UCC Financing Statements and charge documents) as are required to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in, and Lien on, the Equity Collateral related to the relevant Pool Aircraft and Intermediate Lessee (to the extent required under the Express Perfection Requirements); and (iv) such Intermediate Lessee shall have executed and delivered to the Administrative Agent an Obligor Assumption Agreement.

Intermediate Lessees. In connection with (i) the replacement of any Lease of any Pool Aircraft, (ii) the addition of Non-Pool Aircraft to the Designated Pool, or (iii) any Requirement of Law or (iv) a request by a LesseeLaw, the Owner Subsidiary or Intermediate Lessee Borrower shall be entitled, by giving notice (an “Intermediate Lease Notice”) to the Administrative Agent, to enter into one or more an Intermediate Leases Lease with one or more an Intermediate Lessees Lessee with respect to such Pool Aircraft or to hold, directly or indirectly, subject to the Local Requirements Exception, 100% of the Equity Interests in another Intermediate LesseeAircraft; provided that: (iA) if such Intermediate Lessee that is a lessor not an Initial Intermediate Lessee, such Intermediate Lessee shall have executed and delivered to the Administrative Agent and the Collateral Agent (1) at least twenty (20) days prior to entering into an Intermediate Lease, a Borrower Party Request and Assumption Agreement, (2) a Grantor Supplement and (3) such certificates, opinions and documents (including UCC Financing Statements, charge documents and registrations and recordings with the FAA (if applicable), ) and the International Registry and/or any Applicable Foreign Aviation Law) as are required to evidence such Intermediate Lessee as the lessor of such Pool Aircraft; (ii) in each case subject to the Local Requirements Exception and as and to the extent permitted in the country of registration of such Pool Aircraft (x) such Intermediate Lessee that is a lessor shall be (or shall be in the process of becoming in due course) registered as a lessor with respect to such Pool Aircraft and (y) an Owner Subsidiary shall be (or shall be in the process of becoming in due course) registered as the owner with respect to such Pool Aircraft, and the Required Cape Town Registrations, if applicable, shall have been made; (iii) the relevant Transaction Parties shall have executed and delivered to the Administrative Agent and the Collateral Agent a Grantor Supplement and/or Collateral Supplement (as applicable) and such documents (including UCC Financing Statements and charge documentsRegistry) as are required to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in, and Lien on, the Equity Collateral related to the relevant Pool Aircraft and held by such Intermediate Lessee (it being understood and agreed that, with respect to the extent required under each Aircraft Asset, only the Express Perfection RequirementsRequirements shall be required to be satisfied); and; (ivB) such Intermediate Lessee shall have executed delivered a Notice of Assignment to such Lessee in substantially the form of Exhibit F-1 to the Mortgage (or such other form as has been agreed with the Collateral Agent prior to the Effective Date), and delivered shall procure a Lessee Acknowledgement in substantially the form of Exhibit F-2 to the Mortgage (or such other form as has been agreed with the Collateral Agent prior to the Effective Date) signed by the applicable Lessee as promptly as practicable after the date the Aircraft is added to the Designated Pool and in any event no later than 120 days after such date; (C) the Administrative Agent shall have received with respect to such Intermediate Lessee such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to them, as may be required by it in its sole discretion; (D) if such Intermediate Lessee is incorporated under the laws of Ireland, within 21 days following the execution of the Security Documents referred to at (B) and (E) above, the relevant Intermediate Lessee and/or the relevant Borrower Party, as applicable, shall cause each such Security Document to be filed with the Irish Companies Registration Office and the Irish Revenue Commissioners and in each case shall provide evidence of such filings reasonably satisfactory to the Administrative Agent an Obligor Assumption AgreementAgent.