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 101 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 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 101 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 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 101 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 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 101 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 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 101 for an Aircraft of the same category and (ii) the Rating Agencies have confirmed that 112 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).