Common use of Lease Documents Clause in Contracts

Lease Documents. (a) Parent and Seller have made available toPurchaser, as of the Lease Disclosure Date, true and complete copies of each Lease Document. As of the Lease Disclosure Date, there were no other material agreements between any Lessee and any Company Group Member concerning any Aircraft that is the subject of the Lease Documents that has not been made available to the Purchaser. Each aircraft or aircraft engine lease or other agreements related thereto entered into by any Company Group Member after the Lease Disclosure Date through the Signing Date was entered into in compliance with clause 8.1 as if such clause was in effect as of the Lease Disclosure Date (provided that for purposes of this sentence of this paragraph 22.2(a) of Part A of Schedule 1 all references to “Signing Date” in clause 8.1 and Part A of Schedule 2 shall be deemed to be references to the “Lease Disclosure Date”). Each Lease Document is a valid and binding obligation of each Company Group Member that is party thereto and, to the knowledge of the Parent as of the Lease Disclosure Date each other party to such Lease Document, except for such failures to be valid and binding as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each Lease Document is enforceable against each Company Group Member that is party thereto and, to the knowledge of the Parent, as of the Lease Disclosure Date, each other party to such Lease Document in accordance with its terms (subject in each case to the Bankruptcy Exceptions), except for such failures to be enforceable as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No Company Group Member or, to the knowledge of the Parent as of the Lease Disclosure Date, any other party to a Lease Document, (i) is in default or breach of any provision of any Lease Document (including the relevant Lessee’s obligations therein with respect to payment of rentals) and, to the knowledge of the Parent, as of the Lease Disclosure Date, there does not exist any event, condition or omission that would constitute such a default or breach (whether by lapse of time or notice or both), in each case, except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (ii) has the right (which is exercisable) to, or, to the knowledge of the Parent, has provided notice of any intent to, cancel or terminate, except for such cancelations or terminations as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. As of the Lease Disclosure Date, no Company Group Member has received any notice from a Lessee of its exercise of an existing option to purchase any Aircraft or Engine under the applicable Lease Documents. To the knowledge of the Parent, as of the Lease Disclosure Date, no Company Group Member has received notice under any Lease of any Event of Loss (as such term or any comparable term thereto is defined in the Lease) with respect to a total loss of any airframe of an any Aircraft. (b) The information set forth in Paragraph 22.2(b) of Schedule 1 of the Disclosure Letter is true and correct in all material respects. (c) Paragraph 22.2(c) of Schedule 1 of the Disclosure Letter lists, as of the Lease Disclosure Date (i) all failures by Lessees to make any basic rental cash payment or, to the knowledge of the Parent based on the most recent utilization report received from each Lessee, any cash maintenance rent payment, in each case 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 termination, in each case delivered by any Company Group Member to any Lessees in the last sixty (60) days, and (iii) all Aircraft 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.

Lease Documents. (a) Parent and Seller Existing Shareholders have made available toPurchaserto the AerCap Entities, as of the Lease Disclosure Date, true and complete copies of each Lease DocumentDocument (insofar as material). As of the Lease Disclosure Date, there were no other material agreements between any Lessee and any Company Group Member concerning any Aircraft that is the subject of the Lease Documents that has not been made available to the PurchaserAerCap Entities. Each aircraft or aircraft engine lease or other agreements related thereto entered into by any Company Group Member after the Lease Disclosure Date through the Signing Date was entered into in compliance with clause 8.1 as if such clause was in effect as of the Lease Disclosure Date (provided that for purposes of this sentence of this paragraph 22.2(a21.2(a) of Part A of Schedule 1 1A all references to “Signing Date” in clause 8.1 and Part A of Schedule 2 2A shall be deemed to be references to the “Lease Disclosure Date”). Each Lease Document is a valid and binding obligation of each Company Group Member that is party thereto and, to the knowledge of the Parent as of the Lease Disclosure Date each other party to such Lease Document, except for such failures to be valid and binding as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each Lease Document is enforceable against each Company Group Member that is party thereto and, to the knowledge of the Parent, as of the Lease Disclosure Date, each other party to such Lease Document in accordance with its terms (subject in each case to the Bankruptcy Exceptions), except for such failures to be enforceable as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No Company Group Member or, to the knowledge of the Parent as of the Lease Disclosure Date, any other party to a Lease Document, (i) (a) is in default or material breach of any provision payment obligation of any Lease Document (including the relevant Lessee’s obligations therein with respect to payment of rentals) and, (b) to the knowledge of the Parent, as of the Lease Disclosure Date, there does not exist any event, condition or omission that would constitute such a default or breach (whether by lapse of time or notice or both), in each casecase of (a) and (b), except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (ii) has the right (which is exercisable) to, or, to the knowledge of the Parent, has provided notice of any intent to, cancel or terminate, except for such cancelations or terminations as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. As of the Lease Disclosure Date, no Company Group Member has received any notice from a Lessee of its exercise of an existing option to purchase any Aircraft or Engine under the applicable Lease Documents. To the knowledge of the Parent, as of the Lease Disclosure Date, no Company Group Member has received notice under any Lease of any Event of Loss (as such term or any comparable term thereto is defined in the Lease) with respect to a total loss of any airframe of an any Aircraft. (b) The information set forth in Paragraph 22.2(bparagraph 21.2(b) of Schedule 1 1A of the Disclosure Letter is true and correct in all material respects. (c) Paragraph 22.2(c21.2(c) of Schedule 1 1A of the Disclosure Letter lists, as of the Lease Disclosure Date (i) all failures by Lessees to make any basic rental cash payment or, to the knowledge of the Parent based on the most recent utilization report received from each Lessee, any cash maintenance rent payment, in each case 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 termination, in each case delivered by any Company Group Member to any Lessees in the last sixty (60) daysdays (and not withdrawn), and (iii) all Aircraft 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.

Lease Documents. (a) Parent and Seller have Purchaser has made available toPurchaserto Seller and Parent, as of the Lease Disclosure Date, Date true and complete copies of each Lease DocumentDocument have been made available to the Parent. As of the Lease Disclosure Date, there were no other material agreements between any AerCap Lessee and any Company Purchaser Group Member concerning any AerCap Aircraft that is the subject of the AerCap Lease Documents that has not been made available to the PurchaserParent. Each aircraft or aircraft engine lease or other agreements related thereto entered into by any Company Purchaser Group Member after the Lease Disclosure Date through the Signing Date was entered into in compliance with clause 8.1 8.4 as if such clause was in effect as of the Lease Disclosure Date (provided that for purposes of this sentence of this paragraph 22.2(a) 20.2 of Part A B of Schedule 1 all references to “Signing Date” in clause 8.1 and Part A of Schedule 2 8.4 shall be deemed to be references to the “Lease Disclosure Date”). Each AerCap Lease Document is a valid and binding obligation of each Company Purchaser Group Member that is party thereto and, to the knowledge of the Parent AerCap as of the Lease Disclosure Date each other party to such AerCap Lease Document, except for such failures to be valid and binding as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. Each AerCap Lease Document is enforceable against each Company Purchaser Group Member that is party thereto and, to the knowledge of the ParentAerCap, as of the Lease Disclosure Date, each other party to such AerCap Lease Document in accordance with its terms (subject in each case to the Bankruptcy Exceptions), except for such failures to be enforceable as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. No Company Purchaser Group Member or, to the knowledge of the Parent AerCap as of the Lease Disclosure Date, any other party to a an AerCap Lease Document, (i) is in default or breach of any provision of any AerCap Lease Document (including the relevant AerCap Lessee’s obligations therein with respect to payment of rentals) and, to the knowledge of the ParentAerCap, as of the Lease Disclosure Date, there does not exist any event, condition or omission that would constitute such a default or breach (whether by lapse of time or notice or both), in each case, except as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect, or (ii) has the right (which is exercisable) to, or, to the knowledge of the ParentAerCap, has provided notice of any intent to, cancel or terminate, terminate except for such cancelations or terminations as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. As of the Lease Disclosure Date, no Company Purchaser Group Member has received any notice from a an AerCap Lessee of its exercise of an existing option to purchase any AerCap Aircraft or AerCap Engine under the applicable AerCap Lease Documents. To the knowledge of the ParentAerCap, as of the Lease Disclosure Date, no Company Purchaser Group Member has received notice under any AerCap Lease of any Event of Loss (as such term or any comparable term thereto is defined in the AerCap Lease) with respect to a total loss of any airframe of an any AerCap Aircraft. (b) The information set forth in Paragraph 22.2(b20.2(b) of Schedule 1 of the Purchaser Disclosure Letter is true and correct in all material respects. (c) Paragraph 22.2(c20.2(c) of Schedule 1 of the Purchaser Disclosure Letter lists, as of the date set forth therein, which date will be no earlier than the Lease Disclosure Date (i) all failures by AerCap Lessees to make any basic rental cash payment or, to the knowledge of the Parent based on the most recent utilization report received from each Lessee, any cash maintenance rent payment, in each case required under a an AerCap 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 termination, in each case delivered by any Company Purchaser Group Member to any AerCap Lessees in the last sixty (60) days, and (iii) all AerCap Aircraft which is subject to a an AerCap 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 AerCap Lease.

Lease Documents. (a) Parent and Seller have made available toPurchaser, as No Obligor may without the consent of the Majority Lenders: (i) enter into any Agreement for Lease; (ii) (other than under an Agreement for Lease Disclosure Date, true and complete copies of each Lease Document. As of existing as at the Lease Disclosure Date, there were no other material agreements between any Lessee and any Company Group Member concerning any Aircraft that is the subject of the Lease Documents that has not been made available to the Purchaser. Each aircraft or aircraft engine lease or other agreements related thereto entered into by any Company Group Member after the Lease Disclosure Date through the Signing Date was entered into in compliance with clause 8.1 as if such clause was in effect as of the Lease Disclosure Date (provided that for purposes date of this sentence of this paragraph 22.2(aAgreement) of Part A of Schedule 1 all references grant or agree to “Signing Date” in clause 8.1 and Part A of Schedule 2 shall be deemed to be references to the “Lease Disclosure Date”). Each Lease Document is a valid and binding obligation of each Company Group Member that is party thereto andgrant any new Occupational Lease; (iii) grant, to the knowledge of the Parent as of the Lease Disclosure Date each other party to such Lease Documentor enter into, any renewal Occupational Lease, except for if an Obligor is required to grant such failures to be valid and binding as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each Lease Document is enforceable against each Company Group Member that is party thereto and, to the knowledge of the Parent, as of the Lease Disclosure Date, each other party to such Lease Document renewal lease in accordance with its the terms of the relevant Existing Lease; (subject iv) agree to any amendment, supplement, extension, waiver, surrender or release in respect of any Lease Document or do, permit or omit to do anything that might have such effect; (v) exercise any right to break, determine or extend any Lease Document; (vi) forfeit or irritate or commence any forfeiture or irritancy proceedings in respect of any Lease Document; (vii) grant any licence or right to use or occupy any part of a Property, in each case except as permitted by the Existing Leases; (viii) consent to any sublease or assignment or assignation of any tenant’s interest under any Lease Document provided that the consent of the Majority Lenders is not to be withheld or delayed to the Bankruptcy Exceptions), except for such failures extent that to be enforceable as, individually do so would require any Obligor unlawfully to withhold or in delay the aggregate, would not reasonably be expected to have a Material Adverse Effect. No Company Group Member or, giving of any consent; (ix) consent to the knowledge grant of any licence or right to use or occupy any part of a Property by the Parent as of the Lease Disclosure Date, any other party to tenant under a Lease Document, in each case except as permitted by the Existing Leases; (ix) is agree to any change of use under, or (except where required to do so under the terms of the relevant Lease Document) rent review in default respect of, any Lease Document; or (xi) serve any notice on any former tenant under any Lease Document (or breach on any guarantor of that former tenant) which would entitle it to a new lease or tenancy; (xii) serve any notice on any former tenant under any Lease Document under section 17(2) of the Landlord and Tenant (Covenants) Xxx 0000 or on any guarantor of any provision such former tenant under section 17(3) of that Act; (xiii) undertake (whether by itself or through contractors) any alterations (whether structural or non-structural), redevelopment, refurbishment or any other works in respect of any part of a Property, except such works (other than the Proposed Developments) that an Obligor or a Tenant is obligated to undertake under a Lease Document, in which case an Obligor must give prior written notice to the Agent; (xiv) consent to a Tenant (whether by itself or through contractors) undertaking any alterations (whether structural or non-structural), redevelopment, refurbishment or any other works in respect of any part of a Property provided that (except in the case of the Proposed Developments) the consent of the Majority Lenders is not to be withheld or delayed to the extent that to do so would require any Obligor unlawfully to withhold or delay the giving of any consent; or (xv) commence, or enter into, any dispute resolution proceeding in respect of any Lease Document (including the relevant Lessee’s obligations therein with respect to payment of rentals) and, to the knowledge of the Parent, as of the Lease Disclosure Date, there does not exist any event, condition or omission that would constitute such a default or breach (whether by lapse of time or notice or both), in each case, except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (ii) has the right (which is exercisable) to, or, to the knowledge of the Parent, has provided notice of any intent to, cancel or terminate, except for any such cancelations or terminations as, individually or in proceeding existing as at the aggregate, would not reasonably be expected to have a Material Adverse Effect. As date of the Lease Disclosure Date, no Company Group Member has received any notice from a Lessee of its exercise of an existing option to purchase any Aircraft or Engine under the applicable Lease Documents. To the knowledge of the Parent, as of the Lease Disclosure Date, no Company Group Member has received notice under any Lease of any Event of Loss (as such term or any comparable term thereto is defined in the Lease) with respect to a total loss of any airframe of an any Aircraftthis agreement). (b) The information set forth Each Obligor must: (i) diligently collect or procure to be collected all Rental Income; (ii) exercise its rights in Paragraph 22.2(brelation to the Properties (including in relation to Healthcare Requirements) and comply with its obligations under each Lease Document (including in relation to Healthcare Requirements) except where such rights or obligations are immaterial or are subject in the case of Schedule 1 any Landlord Discretions to obtaining consent pursuant to Clause 24.11 (Landlord Discretions); and (iii) use its reasonable endeavours to ensure that each Tenant complies with its obligations under each Lease Document (excluding in relation to Healthcare Requirements but without prejudice to paragraph (ii) above) (in each case, having regard to the availability of any amounts reserved pursuant to the Disclosure Letter is true terms of this Agreement for the remedy of any non-compliance with such obligations), except where such obligations are immaterial, in a proper and correct in all material respectstimely manner. (c) Paragraph 22.2(cAny Lease Prepayment Proceeds must be paid into the Rental Income Account for application in accordance with Clause ‎18.3 (Rental Income Account). (d) Each Obligor must supply to the Agent each Lease Document a true copy of Schedule 1 each amendment, supplement or extension to a Lease Document and a true copy of each document recording any rent review in respect of a Lease Document promptly upon entering into the Disclosure Letter lists, same. (e) Each Obligor must as soon as reasonably practicable (and in any event no more than 3 Business Days) after the receipt by each Obligor of the Lease Disclosure Date any correspondence or notices: (i) all failures of a claim by Lessees to make a tenant under any basic rental cash payment or, to the knowledge of the Parent based on the most recent utilization report received from each Lessee, any cash maintenance rent payment, in each case 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, Document; (ii) all notices of termination, in each case delivered by taking steps or threatening to take steps to terminate any Company Group Member to any Lessees in the last sixty (60) days, and Lease Document; or (iii) all Aircraft which is subject in respect of any material breach of any Lease Document, deliver a copy 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 LeaseAgent.

Lease Documents. The Lease Documents listed on the Lease Documents Schedule (ai) Parent contain all material obligations of (x) the Tenants or any other parties to the Subsidiaries with respect to the transactions contemplated by the Leases and Seller have made available toPurchaser, as (y) the Subsidiaries to the Tenants or any other parties with respect to the transactions contemplated by the Leases and (ii) create all of the Lease Disclosure Date, true and complete copies of each Lease Document. As Encumbrances held by the Subsidiaries to secure the obligations of the Tenants under the Leases; PROVIDED, HOWEVER, that the Lease Disclosure DateDocuments Schedule does not include a list of all of the Financing Statements included within the definition of Lease Documents. To the best of the Meditrust Parties' knowledge, there were no other except as set forth on EXHIBIT YY-3 attached hereto, the Subsidiaries have not entered into any express written agreement waiving, in any material agreements between respect, any Lessee and material obligation of any Company Group Member concerning Tenant or any Aircraft that is the subject Guarantor under any of the Lease Documents that has would pertain to any period from and after the date hereof. To the best of the Meditrust Parties' knowledge, none of the Subsidiaries is in default under any of the Lease Documents in any material respect. The Lease Documents listed on the Lease Documents Schedule have not been modified or amended, by written or express verbal agreement, except as expressly set forth on the Lease Documents Schedule. True and correct copies of the Lease Documents will be made available to the PurchaserPurchaser for its review during the entire Study Period and thereafter until the Closing Date. Each aircraft No Rent (including, without limitation, Additional Rent) under any of the Leases has been paid in advance other than as set forth on EXHIBIT YY-2 attached hereto. Except as disclosed in the Lease Documents identified in the Lease Document Schedule or aircraft engine lease as set forth on EXHIBIT YY-3, none of the Tenants have been given any free rent, partial rent, rebates, rent abatements or other agreements related thereto entered into by rent concessions of any Company Group Member kind (including, without limitation, any waiver of any such Tenant's agreement to fulfill its payment obligations under its Lease) that would pertain to any period from and after the Lease Disclosure Date through Closing Date. The rent due and payable per annum currently payable under the Signing Date was entered into Leases and the formula for computing Additional Rent thereunder is set forth on EXHIBIT YY-1 attached hereto. The Subsidiaries are the only Meditrust Entities that are parties to, are bound by or hold any interest in compliance with clause 8.1 as if such clause was in effect as any of the Lease Disclosure Date (provided that for purposes of this sentence of this paragraph 22.2(a) of Part A of Schedule 1 all references to “Signing Date” in clause 8.1 and Part A of Schedule 2 shall be deemed to be references to the “Lease Disclosure Date”). Each Lease Document is a valid and binding obligation of each Company Group Member that is party thereto and, to the knowledge of the Parent as of the Lease Disclosure Date each other party to such Lease Document, except for such failures to be valid and binding as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each Lease Document is enforceable against each Company Group Member that is party thereto and, to the knowledge of the Parent, as of the Lease Disclosure Date, each other party to such Lease Document in accordance with its terms (subject in each case to the Bankruptcy Exceptions), except for such failures to be enforceable as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No Company Group Member or, to the knowledge of the Parent as of the Lease Disclosure Date, any other party to a Lease Document, (i) is in default or breach of any provision of any Lease Document (including the relevant Lessee’s obligations therein with respect to payment of rentals) and, to the knowledge of the Parent, as of the Lease Disclosure Date, there does not exist any event, condition or omission that would constitute such a default or breach (whether by lapse of time or notice or both), in each case, except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (ii) has the right (which is exercisable) to, or, to the knowledge of the Parent, has provided notice of any intent to, cancel or terminate, except for such cancelations or terminations as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. As of the Lease Disclosure Date, no Company Group Member has received any notice from a Lessee of its exercise of an existing option to purchase any Aircraft or Engine under the applicable Lease Documents. To the knowledge of the Parent, as of the Lease Disclosure Date, no Company Group Member has received notice under any Lease of any Event of Loss (as such term or any comparable term thereto is defined in the Lease) with respect to a total loss of any airframe of an any Aircraft. (b) The information set forth in Paragraph 22.2(b) of Schedule 1 of the Disclosure Letter is true and correct in all material respects. (c) Paragraph 22.2(c) of Schedule 1 of the Disclosure Letter lists, as of the Lease Disclosure Date (i) all failures by Lessees to make any basic rental cash payment or, to the knowledge of the Parent based on the most recent utilization report received from each Lessee, any cash maintenance rent payment, in each case 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 termination, in each case delivered by any Company Group Member to any Lessees in the last sixty (60) days, and (iii) all Aircraft 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.

Lease Documents. (a) Parent and Seller The AerCap Entities have made available toPurchaserto Existing Shareholders and the Parent, as of the Lease Disclosure Date, Date true and complete copies of each Lease DocumentDocument (insofar as material). As of the Lease Disclosure Date, there were no other material agreements between any AerCap Lessee and any Company AerCap Group Member concerning any AerCap Aircraft that is the subject of the AerCap Lease Documents that has not been made available to the PurchaserParent. Each aircraft or aircraft engine lease or other agreements related thereto entered into by any Company AerCap Group Member after the Lease Disclosure Date through the Signing Date was entered into in compliance with clause 8.1 8.4 as if such clause was in effect as of the Lease Disclosure Date (provided that for purposes of this sentence of this paragraph 22.2(a) of Part A 20.2 of Schedule 1 1B all references to “Signing Date” in clause 8.1 and Part A of Schedule 2 8.4 shall be deemed to be references to the “Lease Disclosure Date”). Each AerCap Lease Document is a valid and binding obligation of each Company AerCap Group Member that is party thereto and, to the knowledge of the Parent AerCap as of the Lease Disclosure Date each other party to such AerCap Lease Document, except for such failures to be valid and binding as, individually or in the aggregate, would not reasonably be expected to have a AerCap Material Adverse Effect. Each AerCap Lease Document is enforceable against each Company AerCap Group Member that is party thereto and, to the knowledge of the ParentAerCap, as of the Lease Disclosure Date, each other party to such AerCap Lease Document in accordance with its terms (subject in each case to the Bankruptcy Exceptions), except for such failures to be enforceable as, individually or in the aggregate, would not reasonably be expected to have a AerCap Material Adverse Effect. No Company AerCap Group Member or, to the knowledge of the Parent AerCap as of the Lease Disclosure Date, any other party to a an AerCap Lease Document, (i) (a) is in default or material breach of any provision payment obligation of any AerCap Lease Document (including the relevant AerCap Lessee’s obligations therein with respect to payment of rentals) and, (b) to the knowledge of the ParentAerCap, as of the Lease Disclosure Date, there does not exist any event, condition or omission that would constitute such a default or breach (whether by lapse of time or notice or both), in each casecase of (a) and (b), except as, individually or in the aggregate, would not reasonably be expected to have a AerCap Material Adverse Effect, or (ii) has the right (which is exercisable) to, or, to the knowledge of the ParentAerCap, has provided notice of any intent to, cancel or terminate, terminate except for such cancelations or terminations as, individually or in the aggregate, would not reasonably be expected to have a AerCap Material Adverse Effect. As of the Lease Disclosure Date, no Company AerCap Group Member has received any notice from a an AerCap Lessee of its exercise of an existing option to purchase any AerCap Aircraft or AerCap Engine under the applicable AerCap Lease Documents. To the knowledge of the ParentAerCap, as of the Lease Disclosure Date, no Company AerCap Group Member has received notice under any AerCap Lease of any Event of Loss (as such term or any comparable term thereto is defined in the AerCap Lease) with respect to a total loss of any airframe of an any AerCap Aircraft. (b) The information set forth in Paragraph 22.2(bparagraph 20.2(b) of Schedule 1 1B of the AerCap Disclosure Letter is true and correct in all material respects. (c) Paragraph 22.2(c20.2(c) of Schedule 1 1B of the AerCap Disclosure Letter lists, as of the date set forth therein, which date will be no earlier than the Lease Disclosure Date (i) all failures by AerCap Lessees to make any basic rental cash payment or, to the knowledge of the Parent based on the most recent utilization report received from each Lessee, any cash maintenance rent payment, in each case required under a an AerCap 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 termination, in each case delivered by any Company AerCap Group Member to any AerCap Lessees in the last sixty (60) daysdays (and not withdrawn), and (iii) all AerCap Aircraft which is subject to a an AerCap 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 AerCap Lease.

Lease Documents. The Lease Documents listed on the Lease Documents Schedule (ai) Parent contain all material obligations of (x) the Tenants (or any other parties) to the Sellers with respect to the transactions contemplated by the Leases and Seller have made available toPurchaser, as (y) the Sellers to the Tenants (or any other parties) with respect to the transactions contemplated by the Leases and (ii) create all of the Lease Disclosure Date, true and complete copies of each Lease Document. As Encumbrances held by the Sellers to secure the obligations of the Tenants under the Leases. The rent due and payable per annum currently payable under the Leases is set forth on the rent roll for the Properties (the “Rent Roll”) attached hereto as EXHIBIT BB. Except as disclosed in the Reimbursement Agreements or as set forth on the Lease Disclosure DateDocument Schedule, there were no other the Sellers have not entered into any express written agreement waiving, in any material agreements between respect, any Lessee and material obligation of any Company Group Member concerning Tenant or any Aircraft that is the subject Guarantor under any of the Lease Documents that has would pertain to any period from and after the Effective Date. The Lease Documents listed on the Lease Documents Schedule have not been modified or amended except as expressly set forth on the Lease Documents Schedule. True, correct and complete copies of the Lease Documents have been made available to the Purchaser. Each aircraft or aircraft engine lease or other agreements related thereto entered into by any Company Group Member after the Lease Disclosure Date through the Signing Date was entered into in compliance with clause 8.1 as if such clause was in effect as of the Lease Disclosure Date (provided that Purchaser for purposes of this sentence of this paragraph 22.2(a) of Part A of Schedule 1 all references to “Signing Date” in clause 8.1 and Part A of Schedule 2 shall be deemed to be references its review prior to the “Lease Disclosure Effective Date”). Each Lease Document is a valid and binding obligation of each Company Group Member that is party thereto and, to the knowledge of the Parent as of the Lease Disclosure Date each other party to such Lease Document, except for such failures to be valid and binding as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each Lease Document is enforceable against each Company Group Member that is party thereto and, to the knowledge of the Parent, as of the Lease Disclosure Date, each other party to such Lease Document in accordance with its terms (subject in each case to the Bankruptcy Exceptions), except for such failures to be enforceable as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No Company Group Member or, to the knowledge of the Parent as of the Lease Disclosure Date, any other party to a Lease Document, (i) is in default or breach of any provision of any Lease Document (including the relevant Lessee’s obligations therein with respect to payment of rentals) and, to the knowledge of the Parent, as of the Lease Disclosure Date, there does not exist any event, condition or omission that would constitute such a default or breach (whether by lapse of time or notice or both), in each case, except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or (ii) has the right (which is exercisable) to, or, to the knowledge of the Parent, has provided notice of any intent to, cancel or terminate, except for such cancelations or terminations as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. As of the Lease Disclosure Effective Date, no Company Group Member has received rent under any notice from a Lessee of its exercise of an existing option to purchase any Aircraft or Engine under the applicable Lease Documents. To the knowledge of the Parent, Leases has been paid in advance other than as set forth on the Rent Roll. Except as disclosed in any of the Lease Disclosure DateDocuments listed on the Lease Document Schedule or the Reimbursement Agreements, no Company Group Member none of the Tenants has received notice under been given any Lease free rent, partial rent, rebates, rent abatements or rent concessions of any Event kind (including, without limitation, any waiver of Loss (as any such term or any comparable term thereto is defined in the Tenant’s agreement to fulfill its payment obligations under its Lease) with respect that would pertain to a total loss of any airframe of an any Aircraft. (b) period from and after the Closing Date. The information set forth in Paragraph 22.2(b) of Schedule 1 of Rent Roll and the Disclosure Letter is Security Deposit List attached hereto, and the updated Rent Roll and the Security Deposit List to be delivered at the Closing, are and will be true and correct in all material respects. (c) Paragraph 22.2(c) of Schedule 1 of the Disclosure Letter lists, as of the Lease Disclosure Date (i) all failures by Lessees to make any basic rental cash payment or, to the knowledge of the Parent based on the most recent utilization report received from each Lessee, any cash maintenance rent payment, in each case 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 termination, in each case delivered by any Company Group Member to any Lessees in the last sixty (60) days, and (iii) all Aircraft 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.