Common use of Limitation on the Issuance, Delivery and Sale of Equity Interests Clause in Contracts

Limitation on the Issuance, Delivery and Sale of Equity Interests. The Borrower shall not (i) issue, deliver or sell any shares, interests, participations or other equivalents (however designated, whether voting or non-voting, other than beneficial interests, shares, participations or other equivalents existing on the Initial Closing Date) in equity of the Borrower, or (ii) sell, or permit any ACS Bermuda Subsidiary, directly or indirectly, to issue, deliver or sell, any shares, interests, participations or other equivalents in equity (however designated, whether voting or non-voting, other than beneficial interests, shares, participations or other equivalents existing on the Initial Closing Date and disclosed on Schedule 6 hereto), except (A) the issuance, sale, delivery, transfer or pledge of Ownership Interest in any ACS Bermuda Group Member to or for the benefit of any other ACS Bermuda Group Member or other ACS Group Member, (B) issuances or sales of shares of Ownership Interest of foreign ACS Bermuda Subsidiaries to nationals in the jurisdiction of incorporation or organization of such ACS Bermuda Subsidiary, as the case may be, to the extent required by applicable law or necessary in the determination of the Board to avoid adverse tax consequences or to facilitate the registration or leasing of Aircraft; provided that the prior written consent of the Facility Agent has been obtained in connection therewith, (C) the pledge of the Pledged Shares and Pledged Beneficial Interests pursuant to the Security Documents, and (D) the sale of any Ownership Interest in an ACS Group Subsidiary in order to effect the sale of all Aircraft owned by such ACS Group Subsidiary in compliance with Section 5.02(g) hereof.

Limitation on the Issuance, Delivery and Sale of Equity Interests. The Borrower LIFT shall not (ia) issue, deliver or sell any shares, interests, participations or other equity equivalents (however designated, whether voting or non-voting, other than beneficial interests, shares, participations or other equivalents existing on the Initial Closing Date) in equity of the Borrower, or (iib) sell, or permit any ACS Bermuda Subsidiarysubsidiary, directly or indirectly, to issue, deliver or sell, any shares, interests, participations or other equity equivalents in equity (however designated, whether voting or non-voting, other than beneficial interests, shares, participations or other equivalents existing on the Initial Closing Date and disclosed on Schedule 6 heretoDate), except (Ai) the issuance, sale, delivery, transfer or pledge of Ownership Interest Interests in any ACS Bermuda Issuer Group Member to or for the benefit of any other ACS Bermuda Group Member or other ACS Issuer Group Member, (ii) issuances or sales of any Additional Certificates the proceeds of which are applied to finance a Permitted Additional Aircraft Acquisition and as provided in Section 2.04(d)(iv) hereof in accordance with the provisions of Section 2.11 of the Indenture, provided that (A) a Rating Agency Confirmation is obtained prior to such issuance and (B) the net proceeds of such issuance shall be used only to finance such Permitted Additional Aircraft Acquisition and as provided in Section 2.04(d)(iv) hereof, (iii) issuances or sales of shares of Ownership Interest of Interests in foreign ACS Bermuda Issuer Subsidiaries to nationals in the jurisdiction of incorporation or organization of such ACS Bermuda Issuer Subsidiary, as the case may be, to the extent required by applicable law Applicable Law or necessary in the determination of the Board Controlling Trustees to avoid adverse tax consequences or to facilitate the registration or leasing of Aircraft; provided that the prior written consent of the Facility Agent has been obtained in connection therewithany such jurisdiction, (Civ) the pledge of the Pledged Shares Stock and Pledged Beneficial Interests Interest or pledge of any other Ownership Interest pursuant to the Security DocumentsTrust Agreement, and (Dv) the sale or other disposition of any Ownership Interest in an ACS Group Issuer Subsidiary in order to effect the sale of all Aircraft owned by such ACS Group Issuer Subsidiary in compliance with Section 5.02(g) of the Indenture, (vi) contributions to the capital of LIFT by the Certificateholders for the purpose of exercising LIFT's rights under Section 3.13 of the Indenture, for the purpose of an Optional Redemption of any subclass of Notes or for the purpose of discharging the Notes upon their Acceleration and (vii) the issuance of certificates in replacement for, or upon transfer or exchange of, then Outstanding Beneficial Interest Certificates in accordance with the terms hereof.

Limitation on the Issuance, Delivery and Sale of Equity Interests. The Borrower AFT shall not (ia) issue, deliver or sell any shares, interests, participations or other equity equivalents (however designated, whether voting or non-voting, other than beneficial interests, shares, participations or other equivalents existing on the Initial Closing Date) in equity of the Borrower, or (iib) sell, or permit any ACS Bermuda Subsidiarysubsidiary, directly or indirectly, to issue, deliver or sell, any shares, interests, participations or other equity equivalents in equity (however designated, whether voting or non-voting, other than beneficial interests, shares, participations or other equivalents existing on the Initial Closing Date and disclosed on Schedule 6 heretoDate), except (Ai) the issuance, sale, delivery, transfer or pledge of Ownership Interest Interests in any ACS Bermuda Issuer Group Member to or for the benefit of any other ACS Bermuda Group Member or other ACS Issuer Group Member, (ii) issuances or sales of any Additional Certificates the proceeds of which are applied to finance a Permitted Additional Aircraft Acquisition and as provided in Section 2.04(d)(iv) hereof in accordance with the provisions of Section 2.11 of the Indenture, provided that (A) a Rating Agency Confirmation is obtained prior to such issuance and (B) the net proceeds of such issuance shall be used only to finance such Permitted Additional Aircraft Acquisition and as provided in Section 2.04(d) (iv) hereof; (iii) issuances or sales of shares of Ownership Interest of Interests in foreign ACS Bermuda Issuer Subsidiaries to nationals in the jurisdiction of incorporation or organization of such ACS Bermuda Issuer Subsidiary, as the case may be, to the extent required by applicable law Applicable Law or necessary in the determination of the Board Controlling Trustees to avoid adverse tax consequences or to facilitate the registration or leasing of Aircraft; provided that the prior written consent of the Facility Agent has been obtained in connection therewithany such jurisdiction, (Civ) the pledge of the Pledged Shares Stock and Pledged Beneficial Interests Interest or pledge of any other Ownership Interest pursuant to the Security DocumentsTrust Agreement, and (Dv) the sale or other disposition of any Ownership Interest in an ACS Group Issuer Subsidiary in order to effect the sale of all Aircraft owned by such ACS Group Issuer Subsidiary in compliance with Section 5.02(g) of the Indenture, (vi) contributions to the capital of AFT by the Certificateholders for the purpose of exercising AFT's rights under Section 3.13 of the Indenture, for the purpose of an Optional Redemption of any subclass of Notes or for the purpose of discharging the Notes upon their Acceleration and (vii) the issuance of certificates in replacement for, or upon transfer or exchange of, then Outstanding Beneficial Interest Certificates in accordance with the terms hereof.

Limitation on the Issuance, Delivery and Sale of Equity Interests. The Borrower Issuer shall not (i) issue, deliver or sell any shares, interests, participations or other equivalents (however designated, whether voting or non-voting, other than beneficial interests, shares, participations or other equivalents existing on the Initial Closing Date) in equity of the BorrowerIssuer, or (ii) sell, or permit any ACS Bermuda Subsidiary, directly or indirectly, to issue, deliver or sell, any shares, interests, participations or other equivalents in equity (however designated, whether voting or non-voting, other than beneficial interests, shares, participations or other equivalents existing on the Initial Closing Date and disclosed on Schedule 6 heretoDate), except (A) the issuance, sale, delivery, transfer or pledge of Ownership Interest in any ACS Bermuda Group Member to or for the benefit of any other ACS Bermuda Group Member or other ACS Group Member, (B) issuances or sales of shares of Ownership Interest of foreign ACS Bermuda Subsidiaries to nationals in the jurisdiction of incorporation or organization of such ACS Bermuda Subsidiary, as the case may be, to the extent required by applicable law or necessary in the determination of the Board to avoid adverse tax consequences or to facilitate the registration or leasing of Aircraft; , provided that the prior written consent of the Facility Agent Policy Provider has been obtained in connection therewith, (C) the pledge of the Pledged Shares and Pledged Beneficial Interests pursuant to the Security Documents, and (D) the sale of any Ownership Interest in an ACS Group Subsidiary in order to effect the sale of all Aircraft owned by such ACS Group Subsidiary in compliance with Section 5.02(g) hereof.