Common use of Limitation on Business Activities Clause in Contracts

Limitation on Business Activities. (a) The Borrower will not, and will not permit its Subsidiaries to, engage in any business or activity other than: (i) activities otherwise permitted by this Agreement; (ii) purchasing or otherwise acquiring, owning, holding, converting, maintaining, modifying, managing, operating, leasing, re-leasing and, subject to the limitations set forth in this Agreement, selling or otherwise disposing of Aircraft and entering into all contracts and engaging in all related activities incidental thereto, including, from time to time, accepting, exchanging, holding or permitting any such Subsidiary to accept, exchange or hold promissory notes, contingent payment obligations or Ownership Interests, of lessees or their Affiliates issued in connection with the bankruptcy, reorganization or other similar process, or in settlement of delinquent obligations or obligations anticipated to be delinquent, of such lessees or their respective Affiliates in the ordinary course of business; provided that the Borrower will not, and will not permit any Subsidiary, other than an Aircraft Owning Entity, to own an Aircraft or permit any Aircraft Owning Entity to hold legal title to (or to be a conditional buyer under a title reservation agreement (within the meaning of the Cape Town Convention)) to more than a single Portfolio Aircraft; (iii) in the case of any Borrower Group Company (other than any Aircraft Owning Entity or an Intermediate Lessee), entering into the Derivatives Agreement specifically required under Section 5.21; and (iv) taking out, acquiring, surrendering and assigning policies of insurance and assurances with any insurance company or companies in the ordinary course of a Borrower Group Company’s business and not for speculative purposes which such Borrower Group Company may think fit and to pay the premiums thereon. (b) The Borrower will not, and will not permit its Subsidiaries to, employ or maintain any employees other than as required by any provisions of local law; provided that directors shall not be deemed to be employees for purposes of this Section.

Limitation on Business Activities. (a) The Borrower will not, and will not permit its Subsidiaries to, engage in any business or activity other than: (i) activities otherwise permitted by this Agreement, the Note Purchase Agreement and the Credit Agreement; (ii) purchasing or otherwise acquiring, owning, holding, converting, maintaining, modifying, managing, operating, leasing, re-leasing and, subject to the limitations set forth in this Agreement, selling or otherwise disposing of Portfolio Aircraft and entering into all contracts and engaging in all related activities incidental thereto, including, from time to time, accepting, exchanging, holding or permitting any such Subsidiary to accept, exchange or hold promissory notes, contingent payment obligations or Ownership Interests, of lessees or their Affiliates issued in connection with the bankruptcy, reorganization or other similar process, or in settlement of delinquent obligations or obligations anticipated to be delinquent, of such lessees or their respective Affiliates in the ordinary course of business; provided that the Borrower will not, and will not permit any Subsidiary, other than an Aircraft Owning Entity, to own an a Portfolio Aircraft or permit any and no Aircraft Owning Entity to hold legal title to (or to be a conditional buyer under a title reservation agreement (within the meaning of the Cape Town Convention)) to shall own more than a single one (1) Portfolio Aircraft; (iii) in the case of any Borrower Group Company (other than any Aircraft Owning Entity or an Intermediate Lessee), entering into the Derivatives Agreement specifically required under Section 5.21; and (iv) taking out, acquiring, surrendering and assigning policies of insurance and assurances with any insurance company or companies in the ordinary course of a Borrower Group Company’s 's business and not for speculative purposes which such Borrower Group Company may think fit and to pay the premiums thereon. (b) The Borrower will not, and will not permit its Subsidiaries to, employ or maintain any employees other than as required by any provisions of local law; provided that directors shall not be deemed to be employees for purposes of this Section. (c) For the avoidance of doubt, nothing in this Agreement or in the other Financing Documents shall restrict the Guarantor from making capital contributions to the Borrower and the other Borrower Group Companies at any time or from time to time.

Limitation on Business Activities. (a) The Borrower will not, and nor will not it permit its Subsidiaries any other Borrower Group Company to, engage in any business or activity other than: : (i) performing its obligations under and engaging in activities otherwise permitted by this Agreement; the Loan Documents; (ii) purchasing or otherwise acquiring, owning, holding, converting, maintaining, modifying, managing, operating, leasing, re-leasing leasing, making, advancing and, subject to the limitations set forth in this Agreement, selling or otherwise disposing of Aircraft an Asset or Unfunded Asset (or related Asset Interest) and entering into all contracts and engaging in all related activities incidental thereto, including, from time to time, accepting, exchanging, holding or permitting any such Subsidiary Borrower Group Company to accept, exchange or hold promissory notes, contingent payment obligations or Ownership Interestsequity interests, of lessees Obligors or their Affiliates issued in connection with the bankruptcy, reorganization or other similar process, or in settlement of delinquent obligations or obligations anticipated to be delinquent, of such lessees Obligors or their respective Affiliates in the ordinary course of business; provided that the Borrower will not(iii) issuing loans to, and will not permit guaranteeing or otherwise supporting the obligations and liabilities of any SubsidiaryBorrower Group Company; (iv) the incorporation, establishment, formation, organization, purchase, ownership and management of other than an Aircraft Owning EntityBorrower Group Companies, acquiring, holding or disposing of shares or other interests therein, or causing the dissolution thereof, subject to own an Aircraft or permit any Aircraft Owning Entity to hold legal title to the requirements in the Loan Documents; (or to be a conditional buyer under a title reservation agreement (within the meaning of the Cape Town Convention)) to more than a single Portfolio Aircraft; (iiiv) in the case of any Borrower Group Company (other than any Aircraft Owning Entity an intermediate lessor or an Intermediate LesseeOwner Trustee), entering into engaging in currency and interest rate exchange transactions for the Derivatives Agreement specifically required under Section 5.21purposes of avoiding, reducing, minimizing, hedging against or otherwise managing the risk of any loss, cost, expense or liability arising, or which may arise, directly or indirectly, from any change or changes in any interest rate or currency exchange rate or in the price or value of any property or assets of any Borrower Group Company and not for speculative purposes, within limits and with providers specified by the Administrative Agent, including, but not limited to, dealings, whether involving purchases, sales or otherwise, in foreign currency, spot and forward interest rate exchange contracts, forward interest rate agreements, caps, floors and collars, futures, options, swaps and any other currency, interest rate and other similar hedging arrangements and such other instruments as are similar to, or derivatives of, any of the foregoing in each case in accordance with the terms of the Loan Documents; and (ivvi) taking out, acquiring, surrendering and assigning policies of insurance and assurances with any insurance company or companies in the ordinary course of a Borrower Group Company’s business and not for speculative purposes which such Borrower Group Company may think fit and to pay the premiums thereonthereon in each case in accordance with the terms of the Loan Documents; and - 108 - (vii) entering into all contracts and engaging in all related activities incidental to the activities described in this Section 8.11(a). (b) The Borrower will not, and nor will not it permit its Subsidiaries any other Borrower Group Company to, employ or maintain any employees other than as required by any provisions of local lawApplicable Law; provided that directors directors, the institutions acting as Owner Trustees and their employees shall not be deemed to be employees for purposes of this Section.

Limitation on Business Activities. (a) The Borrower will not, and will not permit its Subsidiaries to, engage in any business or activity other than: (i) activities otherwise permitted by this Agreement, the Note Purchase Agreement and the Credit Agreement; (ii) purchasing or otherwise acquiring, owning, holding, converting, maintaining, modifying, managing, operating, leasing, re-leasing and, subject to the limitations set forth in this Agreement, selling or otherwise disposing of Aircraft and entering into all contracts and engaging in all related activities incidental thereto, including, from time to time, accepting, exchanging, holding or permitting any such Subsidiary to accept, exchange or hold promissory notes, contingent payment obligations or Ownership Interests, of lessees or their Affiliates issued in connection with the bankruptcy, reorganization or other similar process, or in settlement of delinquent obligations or obligations anticipated to be delinquent, of such lessees or their respective Affiliates in the ordinary course of business; provided that the Borrower will not, and will not permit any Subsidiary, other than an Aircraft Owning Entity, to own an Aircraft or permit any Aircraft Owning Entity to hold legal title to (or to be a conditional buyer under a title reservation agreement (within the meaning of the Cape Town Convention)) to more than a single Portfolio Aircraft; (iii) in the case of any Borrower Group Company (other than any Aircraft Owning Entity or an Intermediate Lessee), entering into the Derivatives Agreement specifically required under Section 5.21; and (iv) taking out, acquiring, surrendering and assigning policies of insurance and assurances with any insurance company or companies in the ordinary course of a Borrower Group Company’s business and not for speculative purposes which such Borrower Group Company may think fit and to pay the premiums thereon. (b) The Borrower will not, and will not permit its Subsidiaries to, employ or maintain any employees other than as required by any provisions of local law; provided that directors shall not be deemed to be employees for purposes of this Section. (c) For the avoidance of doubt, nothing in this Agreement or in the other Financing Documents shall restrict the Guarantor from making capital contributions to the Borrower and the other Borrower Group Companies at any time or from time to time.

Limitation on Business Activities. (a) The Borrower will not, and will not permit its Subsidiaries any Borrower Group Company to, engage in any business or activity other than: (i) activities otherwise permitted contemplated by this Agreement or the Share Purchase Agreement; (ii) purchasing or otherwise acquiring, owning, holding, converting, maintaining, modifying, managing, operating, leasing, re-leasing and, subject to the limitations set forth in this Agreement, selling or otherwise disposing of Aircraft and entering into all contracts and engaging in all related activities incidental thereto, including, from time to time, accepting, exchanging, holding or permitting any such Subsidiary Borrower Group Company to accept, exchange or hold promissory notes, contingent payment obligations or Ownership Interests, of lessees or their Affiliates issued in connection with the bankruptcy, reorganization or other similar process, or in settlement of delinquent obligations or obligations anticipated to be delinquent, of such lessees or their respective Affiliates in the ordinary course of business; provided that the Borrower will not, and will not permit any SubsidiaryBorrower Group Company, other than an Aircraft Owning Entity, to own an Aircraft or permit any Aircraft Owning Entity to hold legal title to (or to be a conditional buyer under a title reservation agreement (within the meaning of the Cape Town Convention)) to more than four (4) Aircraft (but there shall be no limitation on the number of Aircraft Owning Entities that are Irish bare trusts (each holding legal title to one Aircraft) which may be owned beneficially by a single Portfolio AircraftAircraft Owning Entity that is not such an entity); (iii) in the case of any Borrower Group Company (other than any Aircraft Owning Entity or an Intermediate Lessee), entering into the Derivatives Agreement specifically required under Section 5.21; and (iv) taking out, acquiring, surrendering and assigning policies of insurance and assurances with any insurance company or companies in the ordinary course of a Borrower Group Company’s 's business and not for speculative purposes which such Borrower Group Company may think fit and to pay the premiums thereon. (b) The Borrower will not, and will not permit its Subsidiaries any Borrower Group Company to, employ or maintain any employees other than as required by any provisions of local law; provided that directors shall not be deemed to be employees for purposes of this Section.

Limitation on Business Activities. (a) The Borrower will notWith respect to Holdings, own any assets, incur any liabilities or engage in the conduct of any business or activities, other than (i) the ownership of the Equity Interests of Wholly Owned Subsidiaries, (ii) obligations under the Loan Documents, (iii) the conduct of any business or activities as are incidental to being a publicly traded company including, without limitation, complying with corporate governance requirements, complying with Securities Act and Exchange Act requirements, (iv) the issuance of Qualified Capital Stock of Holdings, (v) the payment to third parties of amounts that are dividended or distributed to Holdings in accordance with Section 6.08, and will (vi) so long as all assets acquired in such Permitted Acquisition are contributed upon or immediately after the consummation of such Permitted Acquisition to a Borrower or a Subsidiary Guarantor that is not permit its Subsidiaries toa Holding Company, the entering into and performing obligations under a merger or similar agreement with respect to a Permitted Acquisition and (vii) the conduct of any business or activities as are incidental to the foregoing clauses (i) through (vi). (b) With respect to any Holding Company other than Holdings, own any assets, incur any liabilities or engage in the conduct of any business or activities, other than the (i) ownership of the Equity Interests of Wholly Owned Subsidiaries, (ii) obligations under the Loan Documents, (iii) the payment to third parties of amounts that are dividended or distributed to such Holding Company in accordance with Section 6.08, (vi) so long as all assets acquired in such Permitted Acquisition are contributed upon or immediately after the consummation of such Permitted Acquisition to a Borrower or a Subsidiary Guarantor that is not a Holding Company, the entering into and performing obligations under a merger or similar agreement with respect to a Permitted Acquisition and (v) the conduct of any business or activities as are incidental to the foregoing clauses (i) through (iv). (c) With respect to any Borrower or Subsidiary of a Borrower other than a License Subsidiary, engage in any business other than the businesses in which such Borrower or activity Subsidiary of a Borrower is engaged on the Closing Date as described in the Confidential Information Memorandum (or, in the good faith judgment of the Board of Directors of Holdings, which are substantially related thereto or are reasonable extensions thereof) (such businesses, the “Borrower Businesses”). (d) With respect to any License Subsidiary, own any assets, incur any liabilities or engage in the conduct of any business or activities, other than: than the (i) activities otherwise permitted by this Agreement; ownership of FCC Licenses and Intellectual Property, (ii) purchasing or otherwise acquiring, owning, holding, converting, maintaining, modifying, managing, operating, leasing, re-leasing and, subject to the limitations set forth in this Agreement, selling or otherwise disposing incurrence of Aircraft and entering into all contracts and engaging in all related activities incidental thereto, including, from time to time, accepting, exchanging, holding or permitting any such Subsidiary to accept, exchange or hold promissory notes, contingent payment obligations or Ownership Interests, of lessees or their Affiliates issued in connection with the bankruptcy, reorganization or other similar process, or in settlement of delinquent obligations or obligations anticipated to be delinquent, of such lessees or their respective Affiliates in the ordinary course of business; provided that the Borrower will not, and will not permit any Subsidiary, other than an Aircraft Owning Entity, to own an Aircraft or permit any Aircraft Owning Entity to hold legal title to (or to be a conditional buyer under a title reservation agreement (within the meaning liabilities arising out of the Cape Town Convention)) to more than a single Portfolio Aircraft; ownership of FCC Licenses and Intellectual Property, (iii) obligations under the Loan Documents and (iv) conduct of any business or activities as are incidental to the ownership of FCC Licenses and Intellectual Property and the foregoing clauses (i), (ii) and (iii). No Company shall hold an FCC License other than one of the License Subsidiaries; provided that, in the case of any Borrower Group Company (other than any Aircraft Owning Entity or an Intermediate Lessee)a Permitted Acquisition, entering into the Derivatives Agreement specifically required under Section 5.21; and (iv) taking out, acquiring, surrendering Loan Parties and assigning policies of insurance and assurances their Subsidiaries shall have 180 days following such Permitted Acquisition to transfer all FCC Licenses acquired in connection with any insurance company or companies in the ordinary course of such Permitted Acquisition to a Borrower Group Company’s business and not for speculative purposes which such Borrower Group Company may think fit and to pay the premiums thereonLicense Subsidiary. (b) The Borrower will not, and will not permit its Subsidiaries to, employ or maintain any employees other than as required by any provisions of local law; provided that directors shall not be deemed to be employees for purposes of this Section.