Common use of Organization; Authority and Enforceability Clause in Contracts

Organization; Authority and Enforceability. 1.1 AerCap is validly existing and is a company duly incorporated under the Laws of the Netherlands and the Purchaser is validly existing and is a company duly incorporated under the Laws of Ireland. 1.2 Each Purchaser Group Member is duly incorporated or otherwise organized and validly existing under the Laws of its jurisdiction of organization and has the requisite power and authority to own its assets and properties and operate its business as now conducted. Each Purchaser Group Member is duly qualified as a foreign corporation or other organization to do business, and is in good standing (where such concept is legally recognized in the applicable jurisdiction), in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification and good standing necessary, except for failures to so qualify or be in good standing that, individually or in the aggregate, would not have a Purchaser Material Adverse Effect. 1.3 AerCap has made available to the Parent prior to the Signing Date true and complete copies of the articles of association or similar constitutional documents of AerCap and each Purchaser Material Subsidiary. 1.4 Each of AerCap and the Purchaser has all requisite power to enter into, complete the transactions contemplated by, and carry out its obligations under, each of the Transaction Agreements to which it is a party. 1.5 This Agreement has been duly executed and delivered by AerCap and the Purchaser. 1.6 Assuming due authorization, execution and delivery by the other parties hereto, each of the Transaction Agreements to which AerCap or the Purchaser (as applicable) is a party constitutes, or upon execution and delivery thereof, will constitute, the legal, valid and binding obligation of AerCap or the Purchaser (as applicable), enforceable against AerCap or the Purchaser (as applicable) in accordance with its terms, subject to the Bankruptcy Exceptions. 1.7 The execution, delivery and performance by each of AerCap and the Purchaser of this Agreement and the other Transaction Agreements to which it is a party, and the consummation by AerCap and the Purchaser (as applicable) of the transactions contemplated hereunder and thereunder, have been duly authorized by all necessary corporate and shareholder action on the part of AerCap and the Purchaser, subject to the receipt of the AerCap Shareholder Approval, and no further approval or authorization shall be required on the part of AerCap or the Purchaser.

Organization; Authority and Enforceability. 1.1 AerCap The Parent is a corporation duly incorporated and validly existing and is a company duly incorporated under the Laws of the Netherlands State of New York. Each of Existing Ireland Shareholder 1 and the Purchaser Existing Ireland Shareholder 2 is validly existing and is a an unlimited liability company duly incorporated and validly existing under the Laws of Ireland. The Existing U.S. Shareholder is a corporation duly incorporated and validly existing under the Laws of the State of Delaware. 1.2 Each Purchaser of the Company Group Member Members and SES is duly incorporated or otherwise organized and validly existing under the Laws of its jurisdiction of organization and has the requisite power and authority to own its assets and properties and operate its business as now conducted. Each Purchaser of the Company Group Member Members and SES is duly qualified as a foreign corporation or other organization to do business, and is in good standing (where such concept is legally recognized in the applicable jurisdiction), in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification and good standing necessary, except for failures to so qualify or be in good standing that, individually or in the aggregate, would not have a Purchaser Material Adverse Effect. 1.3 AerCap The Parent has made available to the Parent AerCap Entities prior to the Signing Date true and complete copies of the articles certificate of association incorporation, bylaws or similar constitutional documents of AerCap each Company, each Material Subsidiary and each Purchaser Material SubsidiarySES. 1.4 Each of AerCap the Parent and the Purchaser Existing Shareholders has all requisite power to enter into, complete the transactions contemplated by, and carry out its obligations under, each of the Transaction Agreements Documents to which it is a party. At Completion, the Ireland Company 1 will have all requisite power to enter into and complete the transactions described in paragraph 3 of Schedule 3 of this Agreement. 1.5 This Agreement has been duly executed and delivered by AerCap the Parent and the PurchaserExisting Shareholders. 1.6 Assuming due authorization, execution and delivery by the other parties hereto, each of the Transaction Agreements Documents to which AerCap the Parent or the Purchaser Existing Shareholders (as applicable) is a party constitutes, or upon execution and delivery thereof, will constitute, the legal, valid and binding obligation of AerCap the Parent or the Purchaser Existing Shareholders (as applicable), enforceable against AerCap the Parent or the Purchaser Existing Shareholders (as applicable) in accordance with its terms, subject to the Bankruptcy Exceptions. 1.7 The execution, delivery and performance by each of AerCap the Parent and the Purchaser Existing Shareholders of this Agreement and the other Transaction Agreements Documents to which it is a party, and the consummation by AerCap the Parent and the Purchaser Existing Shareholders (as applicable) of the transactions contemplated hereunder and thereunder, have been duly authorized by all necessary corporate and shareholder action on the part of AerCap the Parent and the Purchaser, subject to the receipt of the AerCap Shareholder ApprovalExisting Shareholders, and no further approval or authorization shall be required on the part of AerCap the Parent or the PurchaserExisting Shareholders. 1.8 Each of the Companies has provided the AerCap Entities with true and complete copies of (i) the organizational documents set forth on paragraph 1.8 of Schedule 1A of the Disclosure Letter, (ii) all principal Contracts relating to existing or planned Indebtedness for borrowed money of any such Company over US$10 million as of the Signing Date and (iii) the following information for each Company Group Member legally or beneficially owning Aircraft or Engines: (v) such Company Group Member’s jurisdiction of incorporation or establishment, jurisdiction of intended tax residence, organizational form, classification for U.S. Tax purposes and, to the extent such Company Group Member is a trust or partnership, its beneficial owner and trustee or general partner, as applicable, as of the Signing Date; (w) a description of the Aircraft and/or Engines owned by such Company Group Member as of the Aircraft Disclosure Date (in the case of Engines subject to any transfer of title that may have occurred under or pursuant to any Lease of which the Parent does not have knowledge); (x) whether such Aircraft were subject to Encumbrances to secure the Indebtedness of the Company Group as of the Aircraft Disclosure Date; (y) to the Parent’s knowledge, the jurisdiction in which such Aircraft were registered as of the Aircraft Disclosure Date; and (z) to the Parent’s knowledge, the jurisdiction in which the applicable Lessee was incorporated as of the Aircraft Disclosure Date. 1.9 Paragraph 1.9 of Schedule 1A of the Disclosure Letter contains a correct and complete list of each Minority Interest Entity, including as of the date hereof, the form of entity and jurisdiction of organization. To the Parent’s knowledge, none of the Minority Interests were issued in violation of any Contract or any preemptive or similar rights of any Person. All of the Minority Interests are owned, directly or indirectly, of record and beneficially by a Company Group Member, free and clear of all Encumbrances, other than restrictions on transfer under applicable securities Laws or the organizational documents of the relevant Minority Interest Entity.

Organization; Authority and Enforceability. 1.1 AerCap is validly existing and is a company duly incorporated under the Laws of the Netherlands Netherlands; U.S. Purchaser is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware; and the Purchaser Ireland Subscriber is validly existing and is a private company limited by shares duly incorporated under the Laws of Ireland. 1.2 Each Purchaser AerCap Group Member is duly incorporated or otherwise organized and validly existing under the Laws of its jurisdiction of organization and has the requisite power and authority to own its assets and properties and operate its business as now conducted. Each Purchaser AerCap Group Member is duly qualified as a foreign corporation or other organization to do business, and is in good standing (where such concept is legally recognized in the applicable jurisdiction), in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification and good standing necessary, except for failures to so qualify or be in good standing that, individually or in the aggregate, would not have a Purchaser AerCap Material Adverse Effect. 1.3 AerCap has made available to the Parent prior to the Signing Date true and complete copies of the articles of association or similar constitutional documents of AerCap and each Purchaser AerCap Material Subsidiary. 1.4 Each of AerCap and the Purchaser AerCap Entities has all requisite power to enter into, complete the transactions contemplated by, and carry out its obligations under, each of the Transaction Agreements Documents to which it is a party. 1.5 This Agreement has been duly executed and delivered by AerCap and the PurchaserAerCap Entities. 1.6 Assuming due authorization, execution and delivery by the other parties hereto, each of the Transaction Agreements Documents to which AerCap or the Purchaser any AerCap Entity (as applicable) is a party constitutes, or upon execution and delivery thereof, will constitute, the legal, valid and binding obligation of AerCap or the Purchaser such AerCap Entity (as applicable), enforceable against AerCap or the Purchaser such AerCap Entity (as applicable) in accordance with its terms, subject to the Bankruptcy Exceptions. 1.7 The execution, delivery and performance by each of AerCap and the Purchaser AerCap Entities of this Agreement and the other Transaction Agreements Documents to which it is a party, and the consummation by AerCap and the Purchaser AerCap Entities (as applicable) of the transactions contemplated hereunder and thereunder, have been duly authorized by all necessary corporate and shareholder action on the part of AerCap and the PurchaserAerCap Entities, subject to the receipt of the AerCap Shareholder Approval, and no further approval or authorization shall be required on the part of AerCap or the PurchaserAerCap Entities. 1.8 Paragraph 1.8 of Schedule 1B of the Disclosure Letter contains a correct and complete list of each AerCap Minority Interest Entity, including as of the date hereof, the form of entity and jurisdiction of organization. To AerCap’s knowledge, none of the AerCap Minority Interests were issued in violation of any Contract or any preemptive or similar rights of any Person. All of the AerCap Minority Interests are owned, directly or indirectly, of record and beneficially by a AerCap Group Member, free and clear of all Encumbrances, other than restrictions on transfer under applicable securities Laws or the organizational documents of the relevant AerCap Minority Interest Entity.