Common use of Limitation on Encumbrances Clause in Contracts

Limitation on Encumbrances. The Borrower shall not, and shall not permit any ACS Bermuda Subsidiary to, create, Incur, assume or suffer to exist any mortgage, pledge, lien, encumbrance, charge or security interest (in each case, an “Encumbrance”), including, without limitation, any conditional sale, any sale with recourse against any ACS Bermuda Subsidiary or any Affiliate of any ACS Bermuda Subsidiary, or any agreement to give any security interest over or with respect to any of the Borrower’s or any ACS Bermuda Subsidiary’s assets (other than the segregation of the Segregated Funds) including, without limitation, all shares of capital stock, all beneficial interests in trusts, all ordinary shares and preferred shares and any options, warrants and other rights to acquire such shares or beneficial interests (“Ownership Interest”) and any Indebtedness of any ACS Bermuda Subsidiary held by the Borrower or any ACS Bermuda Subsidiary. Notwithstanding the foregoing, the Borrower may create, Incur, assume or suffer to exist (i) any Permitted Encumbrance, (ii) any security interest created or required to be created under the Security Documents, (iii) Encumbrances over rights in or derived from Leases upon the prior written consent of the Facility Agent, (provided that any transaction or series of transactions resulting in such Encumbrance, taken as a whole, does not materially adversely affect the amount of Collections that would have been received by the Borrower and any other ACS Bermuda Group Member from such Lease had such Encumbrance not been created), (iv) any other Encumbrance the validity or applicability of which is being contested in good faith in appropriate proceedings by the Borrower or any ACS Bermuda Subsidiary and enforcement of which is stayed or effectively bonded, (v) any Encumbrance in connection with any transfer of title to or Lease of Aircraft (A) to or in favor of a trust or an entity (which, in either case, is not an ACS Group Member) for the purpose of registering the Aircraft under the laws of an applicable jurisdiction so long as, however, the Borrower or any ACS Bermuda Subsidiary retains the beneficial or economic ownership of the Aircraft or (B) from such trust or entity to the Borrower or an ACS Bermuda Subsidiary (subject in the case of this subclause (v) to the limitations set forth in subclause (vi) of Section 5.02(g) below), and (vi) any lien created in favor of the issuer of a surety bond, letter of credit or similar instrument to be obtained by the Borrower or any ACS Bermuda Subsidiary in connection with the repossession of an Aircraft or other enforcement action under a Lease.

Limitation on Encumbrances. The Borrower shall not, and shall not permit any ACS Bermuda Ireland Subsidiary to, create, Incur, assume or suffer to exist any mortgage, pledge, lien, encumbrance, charge or security interest (in each case, an “Encumbrance”), including, without limitation, any conditional sale, any sale with recourse against any ACS Bermuda Ireland Subsidiary or any Affiliate of any ACS Bermuda Ireland Subsidiary, or any agreement to give any security interest over or with respect to any of the Borrower’s or any ACS Bermuda Ireland Subsidiary’s assets (other than the segregation of the Segregated Funds) including, without limitation, all shares of capital stock, all beneficial interests in trusts, all ordinary shares and preferred shares and any options, warrants and other rights to acquire such shares or beneficial interests (“Ownership Interest”) and any Indebtedness of any ACS Bermuda Ireland Subsidiary held by the Borrower or any ACS Bermuda Ireland Subsidiary. Notwithstanding the foregoing, the Borrower may create, Incur, assume or suffer to exist (i) any Permitted Encumbrance, (ii) any security interest created or required to be created under the Security Documents, (iii) Encumbrances over rights in or derived from Leases upon the prior written consent of the Facility Agent, (provided that any transaction or series of transactions resulting in such Encumbrance, taken as a whole, does not materially adversely affect the amount of Collections that would have been received by the Borrower and any other ACS Bermuda Ireland Group Member from such Lease had such Encumbrance not been created), (iv) any other Encumbrance the validity or applicability of which is being contested in good faith in appropriate proceedings by the Borrower or any ACS Bermuda Ireland Subsidiary and enforcement of which is stayed or effectively bonded, (v) any Encumbrance in connection with any transfer of title to or Lease of Aircraft (A) to or in favor of a trust or an entity (which, in either case, is not an ACS Group Member) for the purpose of registering the Aircraft under the laws of an applicable jurisdiction so long as, however, the Borrower or any ACS Bermuda Ireland Subsidiary retains the beneficial or economic ownership of the Aircraft or (B) from such trust or entity to the Borrower or an ACS Bermuda Ireland Subsidiary (subject in the case of this subclause (v) to the limitations set forth in subclause (vi) of Section 5.02(g) below), and (vi) any lien created in favor of the issuer of a surety bond, letter of credit or similar instrument to be obtained by the Borrower or any ACS Bermuda Ireland Subsidiary in connection with the repossession of an Aircraft or other enforcement action under a Lease.

Limitation on Encumbrances. The Borrower Issuer shall not, and shall not permit any ACS Bermuda Subsidiary to, create, Incur, assume or suffer to exist any mortgage, pledge, lien, encumbrance, charge or security interest (in each case, an “"Encumbrance”"), including, without limitation, any conditional sale, any sale with recourse against any ACS Bermuda Subsidiary or any Affiliate of any ACS Bermuda Subsidiary, or any agreement to give any security interest over or with respect to any of the Borrower’s Issuer's or any ACS Bermuda Subsidiary’s 's assets (other than the segregation of the Segregated Funds) including, without limitation, all shares of capital stock, all beneficial interests in trusts, all ordinary shares and preferred shares and any options, warrants and other rights to acquire such shares or beneficial interests (“"Ownership Interest”") and any Indebtedness of any ACS Bermuda Subsidiary held by the Borrower Issuer or any ACS Bermuda Subsidiary. Notwithstanding the foregoing, the Borrower Issuer may create, Incur, assume or suffer to exist (i) any Permitted Encumbrance, (ii) any security interest created or required to be created under the Security Documents, (iii) Encumbrances over rights in or derived from Leases Leases, upon the prior written consent of the Facility Agent, Policy Provider and receipt of a Rating Agency Confirmation (provided that any transaction or series of transactions resulting in such Encumbrance, taken as a whole, does not materially adversely affect the amount of Collections that would have been received by the Borrower Issuer and any other ACS Bermuda Group Member from such Lease had such Encumbrance not been created), (iv) any other Encumbrance the validity or applicability of which is being contested in good faith in appropriate proceedings by the Borrower Issuer or any ACS Bermuda Subsidiary and enforcement of which is stayed or effectively bondedSubsidiary, (v) any Encumbrance in connection with any transfer of title to or Lease of Aircraft (A) to or in favor of a trust or an entity (which, in either case, is not an ACS Group Member) for the purpose of registering the Aircraft under the laws of an applicable jurisdiction so long as, however, the Borrower Issuer or any ACS Bermuda Subsidiary retains the beneficial or economic ownership of the Aircraft or (B) from such trust or entity to the Borrower Issuer or an ACS Bermuda Subsidiary (subject in the case of this subclause (v) to the limitations set forth in subclause (vi) of Section 5.02(g) below), and (vi) any lien created in favor of the issuer of a surety bond, letter of credit or similar instrument to be obtained by the Borrower Issuer or any ACS Bermuda Subsidiary in connection with the repossession of an Aircraft or other enforcement action under a Lease.

Limitation on Encumbrances. The Borrower Issuer shall not, and shall not permit any ACS Bermuda Issuer Subsidiary to, create, Incurincur, assume or suffer to exist any mortgage, pledge, lien, encumbrance, charge or security interest (in each case, an “"Encumbrance”"), including, without limitation, any conditional sale, any sale with recourse against any ACS Bermuda Subsidiary the seller or any Affiliate affiliate of any ACS Bermuda Subsidiarythe seller, or any agreement to give any security interest over or with respect to any of the Borrower’s Issuer's or any ACS Bermuda Issuer Subsidiary’s 's assets (other than the segregation of the Segregated Funds) including, without limitation, all shares of capital stock, all beneficial interests in trusts, all ordinary shares and preferred shares and any options, warrants and other rights to acquire such shares or beneficial interests (“Ownership Interest”"Stock") and any Indebtedness of any ACS Bermuda Issuer Subsidiary held by the Borrower Issuer or any ACS Bermuda Issuer Subsidiary. Notwithstanding the foregoing, the Borrower Issuer may create, Incurincur, assume or suffer to exist (i) any Permitted Encumbrance, (ii) any security interest created or required to be created under the Security Documents, (iii) Encumbrances over rights in or derived from Leases Leases, upon the prior written consent of the Facility Agent, Rating Agency Confirmation (provided that any transaction or series of transactions resulting in such Encumbrance, taken as a whole, does not materially adversely affect the amount of Collections that would have been received by the Borrower and any other ACS Bermuda AerCo Group Member from such Lease had such Encumbrance not been created), (iv) Encumbrances over Aircraft, Leases or funds on deposit in the Tax Defeasance Account or investments in respect thereof pursuant to any Permitted Tax-Related Disposition or (v) any other Encumbrance the validity or applicability of which is being contested in good faith in appropriate proceedings by the Borrower Issuer or any ACS Bermuda Subsidiary and enforcement of which is stayed or effectively bonded, (v) any Encumbrance in connection with any transfer of title to or Lease of Aircraft (A) to or in favor of a trust or an entity (which, in either case, is not an ACS Group Member) for the purpose of registering the Aircraft under the laws of an applicable jurisdiction so long as, however, the Borrower or any ACS Bermuda Subsidiary retains the beneficial or economic ownership of the Aircraft or (B) from such trust or entity to the Borrower or an ACS Bermuda Subsidiary (subject in the case of this subclause (v) to the limitations set forth in subclause (vi) of Section 5.02(g) below), and (vi) any lien created in favor of the issuer of a surety bond, letter of credit or similar instrument to be obtained by the Borrower or any ACS Bermuda Subsidiary in connection with the repossession of an Aircraft or other enforcement action under a LeaseIssuer Subsidiary.

Limitation on Encumbrances. The Borrower Issuer shall not, and shall not permit any ACS Bermuda Subsidiary to, create, Incur, assume or suffer to exist any mortgage, pledge, lien, encumbrance, charge or security interest (in each case, an “Encumbrance”), including, without limitation, any conditional sale, any sale with recourse against any ACS Bermuda Subsidiary or any Affiliate of any ACS Bermuda Subsidiary, or any agreement to give any security interest over or with respect to any of the BorrowerIssuer’s or any ACS Bermuda Subsidiary’s assets (other than the segregation of the Segregated Funds) including, without limitation, all shares of capital stock, all beneficial interests in trusts, all ordinary shares and preferred shares and any options, warrants and other rights to acquire such shares or beneficial interests (“Ownership Interest”) and any Indebtedness of any ACS Bermuda Subsidiary held by the Borrower Issuer or any ACS Bermuda Subsidiary. Notwithstanding the foregoing, the Borrower Issuer may create, Incur, assume or suffer to exist (i) any Permitted Encumbrance, (ii) any security interest created or required to be created under the Security Documents, (iii) Encumbrances over rights in or derived from Leases Leases, upon the prior written consent of the Facility Agent, Policy Provider and receipt of a Rating Agency Confirmation (provided that any transaction or series of transactions resulting in such Encumbrance, taken as a whole, does not materially adversely affect the amount of Collections that would have been received by the Borrower Issuer and any other ACS Bermuda Group Member from such Lease had such Encumbrance not been created), (iv) any other Encumbrance the validity or applicability of which is being contested in good faith in appropriate proceedings by the Borrower Issuer or any ACS Bermuda Subsidiary and enforcement of which is stayed or effectively bondedSubsidiary, (v) any Encumbrance in connection with any transfer of title to or Lease of Aircraft (A) to or in favor of a trust or an entity (which, in either case, is not an ACS Group Member) for the purpose of registering the Aircraft under the laws of an applicable jurisdiction so long as, however, the Borrower Issuer or any ACS Bermuda Subsidiary retains the beneficial or economic ownership of the Aircraft or (B) from such trust or entity to the Borrower Issuer or an ACS Bermuda Subsidiary (subject in the case of this subclause (v) to the limitations set forth in subclause (vi) of Section 5.02(g) below), and (vi) any lien created in favor of the issuer of a surety bond, letter of credit or similar instrument to be obtained by the Borrower Issuer or any ACS Bermuda Subsidiary in connection with the repossession of an Aircraft or other enforcement action under a Lease.

Limitation on Encumbrances. The Borrower Issuer shall not, and shall not permit any ACS Bermuda Issuer Subsidiary to, create, Incur, assume or suffer to exist any mortgage, pledge, lien, encumbrance, charge or security interest (in each case, an “Encumbrance”), including, without limitation, any conditional sale, any sale with recourse against any ACS Bermuda Subsidiary the Issuer or any Affiliate of any ACS Bermuda Issuer Subsidiary, or any agreement to give any security interest over or with respect to to, any of the BorrowerIssuer’s or any ACS Bermuda Issuer Subsidiary’s assets (other than the segregation of the Segregated Funds) including, without limitation, all shares of capital stock, all beneficial interests in trusts, all ordinary shares and preferred shares and any options, warrants and other rights to acquire such shares or beneficial interests (“Ownership Interest”) and any Indebtedness of any ACS Bermuda Issuer Subsidiary held by the Borrower Issuer or any ACS Bermuda Issuer Subsidiary. Notwithstanding the foregoing, the Borrower Issuer may create, Incur, assume or suffer to exist (i) any Permitted Encumbrance, (ii) any security interest created or required to be created under the Security Documents, (iii) Encumbrances over rights in or derived from Leases Leases, upon the prior written consent of the Facility Agent, Policy Provider and receipt of a Rating Agency Confirmation (provided that any transaction or series of transactions resulting in such Encumbrance, taken as a whole, does not materially adversely affect the amount of Collections that would have been received by the Borrower Issuer and any other ACS Bermuda Issuer Group Member from such Lease had such Encumbrance not been created), (iv) any other Encumbrance the validity or applicability of which is being contested in good faith in appropriate proceedings by the Borrower Issuer or any ACS Bermuda Subsidiary and enforcement of which is stayed or effectively bondedIssuer Subsidiary, (v) any Encumbrance in connection with any transfer of title to or Lease of an Aircraft (A) to or in favor of a trust or an entity (which, in either case, is not an ACS Group Member) for the purpose of registering the Aircraft under the laws of an applicable jurisdiction jurisdiction, or for tax or other regulatory purposes, so long as, however, the Borrower Issuer or any ACS Bermuda Issuer Subsidiary retains the beneficial or economic ownership of the Aircraft or (B) from such trust or entity to the Borrower Issuer or an ACS Bermuda Issuer Subsidiary (subject in the case of subclause (A) of this subclause (v) to the limitations set forth in subclause (viF) of Section 5.02(g) below), ) and (vi) any lien created in favor of the issuer of a surety bond, letter of credit or similar instrument to be obtained by the Borrower Issuer or any ACS Bermuda Issuer Subsidiary in connection with the repossession of an Aircraft or other enforcement action under a Lease.. For the purposes of this Indenture, “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with, such Person or is a director or officer of such Person; “Control” of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting Ownership Interest, by contract or otherwise. For the avoidance of doubt, each Issuer Group Member shall be an 105

Limitation on Encumbrances. The Borrower Issuer shall not, and shall not permit any ACS Bermuda Ireland Subsidiary to, create, Incur, assume or suffer to exist any mortgage, pledge, lien, encumbrance, charge or security interest (in each case, an “"Encumbrance”"), including, without limitation, any conditional sale, any sale with recourse against any ACS Bermuda Ireland Subsidiary or any Affiliate of any ACS Bermuda Ireland Subsidiary, or any agreement to give any security interest over or with respect to any of the Borrower’s Issuer's or any ACS Bermuda Ireland Subsidiary’s 's assets (other than the segregation of the Segregated Funds) including, without limitation, all shares of capital stock, all beneficial interests in trusts, all ordinary shares and preferred shares and any options, warrants and other rights to acquire such shares or beneficial interests (“"Ownership Interest”") and any Indebtedness of any ACS Bermuda Ireland Subsidiary held by the Borrower Issuer or any ACS Bermuda Ireland Subsidiary. Notwithstanding the foregoing, the Borrower Issuer may create, Incur, assume or suffer to exist (i) any Permitted Encumbrance, (ii) any security interest created or required to be created under the Security Documents, (iii) Encumbrances over rights in or derived from Leases Leases, upon the prior written consent of the Facility Agent, Policy Provider and receipt of a Rating Agency Confirmation (provided that any transaction or series of transactions resulting in such Encumbrance, taken as a whole, does not materially adversely affect the amount of Collections that would have been received by the Borrower Issuer and any other ACS Bermuda Ireland Group Member from such Lease had such Encumbrance not been created), (iv) any other Encumbrance the validity or applicability of which is being contested in good faith in appropriate proceedings by the Borrower Issuer or any ACS Bermuda Subsidiary and enforcement of which is stayed or effectively bondedIreland Subsidiary, (v) any Encumbrance in connection with any transfer of title to or Lease of Aircraft (A) to or in favor of a trust or an entity (which, in either case, is not an ACS Group Member) for the purpose of registering the Aircraft under the laws of an applicable jurisdiction so long as, however, the Borrower Issuer or any ACS Bermuda Ireland Subsidiary retains the beneficial or economic ownership of the Aircraft or (B) from such trust or entity to the Borrower Issuer or an ACS Bermuda Ireland Subsidiary (subject in the case of this subclause (v) to the limitations set forth in subclause (vi) of Section 5.02(g) below), and (vi) any lien created in favor of the issuer of a surety bond, letter of credit or similar instrument to be obtained by the Borrower Issuer or any ACS Bermuda Ireland Subsidiary in connection with the repossession of an Aircraft or other enforcement action under a Lease.

Limitation on Encumbrances. The Borrower Issuer shall not, and shall not permit any ACS Bermuda Ireland Subsidiary to, create, Incur, assume or suffer to exist any mortgage, pledge, lien, encumbrance, charge or security interest (in each case, an “Encumbrance”), including, without 116 limitation, any conditional sale, any sale with recourse against any ACS Bermuda Ireland Subsidiary or any Affiliate of any ACS Bermuda Ireland Subsidiary, or any agreement to give any security interest over or with respect to any of the BorrowerIssuer’s or any ACS Bermuda Ireland Subsidiary’s assets (other than the segregation of the Segregated Funds) including, without limitation, all shares of capital stock, all beneficial interests in trusts, all ordinary shares and preferred shares and any options, warrants and other rights to acquire such shares or beneficial interests (“Ownership Interest”) and any Indebtedness of any ACS Bermuda Ireland Subsidiary held by the Borrower Issuer or any ACS Bermuda Ireland Subsidiary. Notwithstanding the foregoing, the Borrower Issuer may create, Incur, assume or suffer to exist (i) any Permitted Encumbrance, (ii) any security interest created or required to be created under the Security Documents, (iii) Encumbrances over rights in or derived from Leases Leases, upon the prior written consent of the Facility Agent, Policy Provider and receipt of a Rating Agency Confirmation (provided that any transaction or series of transactions resulting in such Encumbrance, taken as a whole, does not materially adversely affect the amount of Collections that would have been received by the Borrower Issuer and any other ACS Bermuda Ireland Group Member from such Lease had such Encumbrance not been created), (iv) any other Encumbrance the validity or applicability of which is being contested in good faith in appropriate proceedings by the Borrower Issuer or any ACS Bermuda Subsidiary and enforcement of which is stayed or effectively bondedIreland Subsidiary, (v) any Encumbrance in connection with any transfer of title to or Lease of Aircraft (A) to or in favor of a trust or an entity (which, in either case, is not an ACS Group Member) for the purpose of registering the Aircraft under the laws of an applicable jurisdiction so long as, however, the Borrower Issuer or any ACS Bermuda Ireland Subsidiary retains the beneficial or economic ownership of the Aircraft or (B) from such trust or entity to the Borrower Issuer or an ACS Bermuda Ireland Subsidiary (subject in the case of this subclause (v) to the limitations set forth in subclause (vi) of Section 5.02(g) below), and (vi) any lien created in favor of the issuer of a surety bond, letter of credit or similar instrument to be obtained by the Borrower Issuer or any ACS Bermuda Ireland Subsidiary in connection with the repossession of an Aircraft or other enforcement action under a Lease.