Common use of Limitation on Aircraft Acquisitions Clause in Contracts

Limitation on Aircraft Acquisitions. The Issuer shall not, and shall not permit any Issuer Subsidiary to, purchase or otherwise acquire, directly or indirectly, any Aircraft other than the Initial Aircraft or any interest therein. Notwithstanding the foregoing, the Issuer may, and may permit any Issuer Subsidiary to (A) purchase or acquire, directly or indirectly, Additional Aircraft from time to time (a “Permitted Additional Aircraft Acquisition”); provided that, (i) no Event of Default shall have occurred and be continuing, (ii) the acquisition does not result in a Concentration Default, (iii) in the case of any Additional Aircraft acquired by means of the issuance of Additional Notes, the prior written consent of each of the Policy Provider and the Initial Liquidity Facility Provider has been obtained and a Rating Agency Confirmation has been received, and (B) purchase or otherwise acquire, directly or indirectly, (x) Remaining Aircraft pursuant to the Asset Purchase Agreement or (y) Substitute Aircraft, provided that, with respect to Substitute Aircraft, each of a Rating Agency Confirmation and the prior written consent of the Policy Provider has been received, except that that the consent of the Policy Provider shall not be required for such substitution if (i) such Substitute Aircraft is not a cargo or regional jet aircraft or, if such Substitute Aircraft is a cargo or regional jet aircraft, such Substitute Aircraft is being substituted for an Aircraft of the same category and (ii) the Rating Agencies have confirmed that such substitution will not result in an adverse change to the Policy Provider’s capital charge associated with the Class G-1 Notes or the ratings assigned to the Class G-1 Notes by each Rating Agency (as determined without regard to the Policy), and (C) acquire, by way of a contribution from the holders of the Class A Shares, any Additional Aircraft. All Additional Aircraft shall hold or are capable of holding a noise reduction certificate issued under Chapter 3 of Volume I, Part II of annex 16 of the Chicago Convention or comply with the Stage 3 noise levels set out in Section 36.3 of Appendix C of Part 36 of the United States Federal Aviation Regulations (in each case without the use of noise reduction kits).

Limitation on Aircraft Acquisitions. The Issuer shall not, and shall not permit any Issuer Subsidiary to, purchase or otherwise acquire, directly or indirectly, acquire any Aircraft other than the Initial Aircraft or any interest therein. Notwithstanding the foregoing, the Issuer may, and may permit any Issuer Subsidiary to to, (A) purchase or otherwise acquire, directly or indirectly, Additional Aircraft from time to time (a “"Permitted Additional Aircraft Acquisition”"); provided that, that (i) no Event of Default shall have occurred and be continuing, (ii) all Scheduled Principal Payment Amounts have been paid, (iii) the acquisition does not result in a Concentration DefaultDefault and (iv) after giving effect to such acquisition, no more than 90% by appraised Base Value of the Portfolio consists of Stage 3 narrowbody aircraft and regional jets, no more than 50% by appraised Base Value of the Portfolio consists of Stage 3 widebody aircraft and no more than 15% by appraised Base Value of the Portfolio consists of Stage 2 aircraft and turboprop aircraft without the Board of the Issuer having obtained Rating Agency Confirmation, (iiiB) in act as sponsor of a Guarantor that would fund an acquisition of aircraft assets with Indebtedness guaranteed by the case Issuer pursuant to Section 12.01 hereof; provided that, if such acquisition of any Additional Aircraft acquired aircraft assets had been consummated indirectly by means of the issuance of Additional NotesIssuer, such acquisition would have been permitted pursuant to the prior written consent of each of the Policy Provider and the Initial Liquidity Facility Provider has been obtained and a Rating Agency Confirmation has been receivedpreceding clause (A), and (BC) purchase or otherwise acquire, directly or indirectly, (x) Remaining Aircraft or Substitute Aircraft pursuant to the Asset Purchase Agreement or (y) Substitute Aircraft, provided that, with respect to Substitute Aircraft, each of a Rating Agency Confirmation and the prior written consent of the Policy Provider has been received, except that that the consent of the Policy Provider shall not be required for such substitution if (i) such Substitute Aircraft is not a cargo or regional jet aircraft or, if such Substitute Aircraft is a cargo or regional jet aircraft, such Substitute Aircraft is being substituted for an Aircraft of the same category and (ii) the Rating Agencies have confirmed that such substitution will not result in an adverse change to the Policy Provider’s capital charge associated with the Class G-1 Notes or the ratings assigned to the Class G-1 Notes by each Rating Agency (as determined without regard to the Policy), and (C) acquire, by way of a contribution from the holders of the Class A Shares, any Additional Aircraft. All Additional Aircraft shall hold or are capable of holding a noise reduction certificate issued under Chapter 3 of Volume I, Part II of annex 16 of the Chicago Convention or comply with the Stage 3 noise levels set out in Section 36.3 of Appendix C of Part 36 of the United States Federal Aviation Regulations (in each case without the use of noise reduction kits)Acquisition Agreements.

Limitation on Aircraft Acquisitions. The Issuer shall not, and shall not permit any Issuer Subsidiary to, purchase or otherwise acquire, directly or indirectly, acquire any Aircraft other than the Initial Aircraft (or any Substitute Aircraft) or any interest therein. Notwithstanding the foregoing, the Issuer may, and may permit any Issuer Subsidiary to to, (A) purchase or otherwise acquire, directly or indirectly, any Aircraft owned by another Issuer Group Member and (B) purchase or acquire, directly or indirectly, Additional Aircraft from time to time (a “Permitted Additional Aircraft Acquisition”); provided that, in the case of Clause (B): (i) no Event of Default shall have occurred and be continuing, ; (ii) the acquisition does not result in a Concentration Default, ; (iii) such Additional Aircraft is purchased with the proceeds of (A) Additional Notes or, (B) only in the case of any Permitted Additional Aircraft acquired by means Acquisition (other than in the case of a Substitute Aircraft for a Remaining Aircraft) occurring prior to the issuance of Additional Notes, Scheduled Final Payment Date with respect to the prior written consent of each of the Policy Provider Initial Class A Notes and the Initial Liquidity Facility Provider Class B Notes, with Available Disposition Proceeds (provided that the amount of Available Disposition Proceeds resulting from a Permitted Aircraft Disposition that is applied toward any applicable purchase price may not exceed an amount equal to the Initial Appraised Value of such Additional Aircraft) in each case together with the proceeds of any Additional Class E Notes (if any) issued in connection with such acquisition; and (iv) if such Additional Aircraft is purchased with Available Disposition Proceeds resulting from a Permitted Aircraft Disposition, (t) written notice of such Permitted Additional Aircraft Acquisition shall be provided to the Rating Agencies, (u) the inclusion of such Additional Aircraft does not result in fewer Aircraft continuing to be owned by the Issuer Group after giving effect to such purchase, (v) such Additional Aircraft is not in a freighter configuration and is manufactured by the Boeing Company or Airbus S.A.S.; provided that if a disposed Aircraft is manufactured by Embraer S.A., such Additional Aircraft may also be manufactured by Embraer S.A., (w) such Additional Aircraft is subject to a Lease having aggregate Rental Payments for the remaining term of such Lease with a present value that is no less than 90% of the present value of the aggregate Rental Payments for the remaining term of the Lease for the disposed Aircraft (with an applied discount rate of 2% for purposes of such calculations), (x) the age of such Additional Aircraft is not greater than the age of the disposed Aircraft from which such Available Disposition Proceeds were derived, plus twelve (12) months, (y) the aircraft has been obtained an Adjusted Base Value equal to or greater than the disposed Aircraft from which the applicable Available Disposition Proceeds derived and (z) such Additional Aircraft is, at the time of the acquisition thereof, subject to a Rating Agency Confirmation has been received, Lease containing the Core Lease Provisions and the remaining term of such Lease is greater than or equal to the lesser of (A) the remaining term of the Lease of the disposed Aircraft and (B) purchase or otherwise acquire, directly or indirectly, (x) Remaining Aircraft pursuant to the Asset Purchase Agreement or (y) Substitute Aircraftdate which is eighteen months after the Scheduled Final Payment Date, provided that, with respect to Substitute Aircraft, each of a Rating Agency Confirmation and the prior written consent aggregate Initial Appraised Value as of the Policy Provider has been received, except that that the consent Initial Closing Date of all Aircraft to be substituted hereunder shall not at any time exceed 30% of the Policy Provider shall not be required for such substitution if (i) such Substitute Aircraft is not a cargo or regional jet aircraft or, if such Substitute Aircraft is a cargo or regional jet aircraft, such Substitute Aircraft is being substituted for an Aircraft aggregate Initial Appraised Value of the same category and (ii) the Rating Agencies have confirmed that such substitution will not result in an adverse change to the Policy Provider’s capital charge associated with the Class G-1 Notes or the ratings assigned to the Class G-1 Notes by each Rating Agency (Initial Aircraft as determined without regard to the Policy), and (C) acquire, by way of a contribution from the holders of the Class A Shares, any Additional Aircraft. All Additional Aircraft shall hold or are capable of holding a noise reduction certificate issued under Chapter 3 of Volume I, Part II of annex 16 of the Chicago Convention or comply with the Stage 3 noise levels set out in Section 36.3 of Appendix C of Part 36 of the United States Federal Aviation Regulations (in each case without the use of noise reduction kits)Initial Closing Date.

Limitation on Aircraft Acquisitions. The Issuer shall not, and shall not permit any Issuer ACS Bermuda Subsidiary to, purchase or otherwise acquire, directly or indirectly, acquire any Aircraft other than the Initial Aircraft or any interest therein. Notwithstanding the foregoing, the Issuer may, and may permit any Issuer ACS Bermuda Subsidiary to to, (A) purchase or otherwise acquire, directly or indirectly, Additional Aircraft from time to time (a “"Permitted Additional Aircraft Acquisition”"); provided that, that (i) no Event of Default shall have occurred and be continuing, (ii) the acquisition does not result in a Concentration Default, (iii) in the case of any with respect to Additional Aircraft acquired by means of the issuance of Additional NotesSecurities, Rating Agency Confirmation has been received and the prior written consent of each of the Policy Provider and the Initial Liquidity Credit Facility Provider has been obtained and a Rating Agency Confirmation has been receivedobtained, and (B) purchase or otherwise acquire, directly or indirectly, (x) Remaining Aircraft pursuant to the Asset 119 Purchase Agreement or (y) Substitute Aircraft, provided that, with respect to Substitute Aircraft, each of a Rating Agency Confirmation and the prior written consent of the Policy Provider has been received, except that that the consent of the Policy Provider shall not be required for such substitution if (i) such Substitute Aircraft is not a cargo or regional jet aircraft or, if such Substitute Aircraft is a cargo or regional jet aircraft, such Substitute Aircraft is being substituted for an Aircraft of the same category and (ii) the Rating Agencies have confirmed that such substitution will not result in an adverse change to the Policy Provider’s capital charge associated with the Class G-1 Notes or the ratings assigned to the Class G-1 Notes by each Rating Agency (as determined without regard to the Policy), received and (C) so long as such acquisition does not result in a Default or a Concentration Default, acquire, by way of as a contribution from the holders a Holder of the a Class A Shares, any E Security or a Shareholder an Additional Aircraft. All , provided that, the representations and warranties with respect to Aircraft set forth in Section 5.01 hereto shall be made on the date of such acquisition; and provided further that any such Additional Aircraft shall hold holds or are is capable of holding a noise reduction certificate issued under Chapter 3 of Volume I, Part II of annex 16 of the Chicago Convention or comply with the Stage 3 noise levels set out in Section 36.3 of Appendix C of Part 36 of the United States Federal Aviation Regulations (in each case without the use of noise reduction kits).

Limitation on Aircraft Acquisitions. The Issuer shall not, and shall not permit any Issuer ACS Bermuda Subsidiary to, purchase or otherwise acquire, directly or indirectly, acquire any Aircraft other than the Initial Aircraft or any interest therein. Notwithstanding the foregoing, the Issuer may, and may permit any Issuer ACS Bermuda Subsidiary to to, (A) purchase or otherwise acquire, directly or indirectly, Additional Aircraft from time to time (a “Permitted Additional Aircraft Acquisition”); provided that, that (i) no Event of Default shall have occurred and be continuing, (ii) the acquisition does not result in a Concentration Default, (iii) in the case of any with respect to Additional Aircraft acquired by means of the issuance of Additional NotesSecurities, Rating Agency Confirmation has been received and the prior written consent of each of the Policy Provider and the Initial Liquidity Credit Facility Provider has been obtained and a Rating Agency Confirmation has been receivedobtained, and (B) purchase or otherwise acquire, directly or indirectly, (x) Remaining Aircraft pursuant to the Asset Purchase Agreement or (y) Substitute Aircraft, provided that, with respect to Substitute Aircraft, each of a Rating Agency Confirmation and the prior written consent of the Policy Provider has been received, except that that the consent of the Policy Provider shall not be required for such substitution if (i) such Substitute Aircraft is not a cargo or regional jet aircraft or, if such Substitute Aircraft is a cargo or regional jet aircraft, such Substitute Aircraft is being substituted for an Aircraft of the same category and (ii) the Rating Agencies have confirmed that such substitution will not result in an adverse change to the Policy Provider’s capital charge associated with the Class G-1 Notes or the ratings assigned to the Class G-1 Notes by each Rating Agency (as determined without regard to the Policy), received and (C) so long as such acquisition does not result in a Default or a Concentration Default, acquire, by way of as a contribution from the holders a Holder of the a Class A Shares, any E Security or a Shareholder an Additional Aircraft. All , provided that, the representations and warranties with respect to Aircraft set forth in Section 5.01 hereto shall be made on the date of such acquisition; and provided further that any such Additional Aircraft shall hold holds or are is capable of holding a noise reduction certificate issued under Chapter 3 of Volume I, Part II of annex 16 of the Chicago Convention or comply with the Stage 3 noise levels set out in Section 36.3 of Appendix C of Part 36 of the United States Federal Aviation Regulations (in each case without the use of noise reduction kits).