Common use of Removal of Pool Aircraft from the Designated Pool; Modifications to the Designated Pool Clause in Contracts

Removal of Pool Aircraft from the Designated Pool; Modifications to the Designated Pool. The Borrower may remove any PS Pool Aircraft (and, subject to Sections 2.10(d) and (g), each related Intermediate Lessee and Owner Subsidiary) from the Designated Pool if (i) Parent Holdco shall have provided at least five (5) Business Days’ revocable prior written notice to the Administrative Agent (who shall promptly deliver such notice to the Lenders) prior to any such removal in the case of a Pool Aircraft, and one (1) Business Day prior written notice in the case of an Undelivered Pool Aircraft, (ii) after giving pro forma effect to such removal of any Pool Aircraft and any addition of a Non-Pool Aircraft as a Pool Aircraft and/or Interim Cash, the Borrower shall be in compliance with Section 5.16(a); provided that, if a Default shall occur or be reasonably expected to occur relating to a particular Owner Subsidiary, Intermediate Lessee or PS Pool Aircraft, the Borrower may remove such PS Pool Aircraft (and, subject to Sections 2.10(d) and (g), each related Intermediate Lessee and Owner Subsidiary) from the Designated Pool if Parent Holdco shall have provided prior written notice to the Lender Parties on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) and if, after giving pro forma effect to such removal, the Borrower is in compliance with Section 5.16(a). Upon satisfaction of the conditions set forth in the preceding sentence with respect to any Pool Aircraft, the Collateral Agent’s security interest in, and Lien on, the Equity Collateral directly related to such Pool Aircraft (including, subject to Sections 2.10(d) and (g), in respect of the related Intermediate Lessee and Owner Subsidiary) shall be automatically released and Schedule 3.17(a) shall be amended to reflect the removal of such Pool Aircraft from the Designated Pool. The Collateral Agent shall promptly execute and deliver to the Borrower, at the Borrower’s expense, all documents that the Borrower shall reasonably request to evidence its release of the security interests in, and Liens on, the relevant Equity Collateral related to the relevant Pool Aircraft (including, subject to Sections 2.10(d) and (g), in respect of the related Intermediate Lessee and Owner Subsidiary). From time to time prior to the Final Release Date, in respect of Undelivered Pool Aircraft, in accordance with the terms hereof, the Obligors shall update the Designated Pool to ensure each Undelivered Pool Aircraft set forth on Schedule 3.17(a) shall constitute an Aircraft for which the Obligors have a good faith intention and, to ILFC’s knowledge, ability to transfer to an Owner Subsidiary within a reasonable period.

Removal of Pool Aircraft from the Designated Pool; Modifications to the Designated Pool. The Borrower may remove any PS Pool Aircraft (and, subject to Sections 2.10(d) and (g), each related Intermediate Lessee and Owner Subsidiary) from the Designated Pool if (i) Parent Holdco the Borrower shall have provided at least five (5) Business Days’ revocable prior written notice to the Administrative Agent (who shall promptly deliver such notice to the Lenders) prior to any such removal in the case of a Pool Aircraft, and one (1) Business Day prior written notice in the case of an Undelivered Pool Aircraft, (ii) after giving pro forma effect to such removal of any Pool Aircraft and any addition of a Non-Pool Aircraft as a Pool Aircraft and/or Interim Cash, the Borrower shall be in compliance with Section 5.16(a); provided that, if a Default shall occur or be reasonably expected to occur relating to a particular Owner Subsidiary, Intermediate Lessee or PS Pool Aircraft, the Borrower may remove such PS Pool Aircraft (and, subject to Sections 2.10(d) and (g), each related Intermediate Lessee and Owner Subsidiary) from the Designated Pool if Parent Holdco the Borrower shall have provided prior written notice to the Lender Parties on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) and if, after giving pro forma effect to such removal, the Borrower is in compliance with Section 5.16(a). Upon satisfaction of the conditions set forth in the preceding sentence with respect to any Pool Aircraft, the Collateral Agent’s security interest in, and Lien on, the Equity Collateral directly related to such Pool Aircraft (including, subject to Sections 2.10(d) and (g), in respect of the related Intermediate Lessee and Owner Subsidiary) shall be automatically released and Schedule 3.17(a) shall be amended to reflect the removal of such Pool Aircraft from the Designated Pool. The Collateral Agent shall promptly execute and deliver to the Borrower, at the Borrower’s expense, all documents that the Borrower shall reasonably request to evidence its release of the security interests in, and Liens on, the relevant Equity Collateral related to the relevant Pool Aircraft (including, subject to Sections 2.10(d) and (g), in respect of the related Intermediate Lessee and Owner Subsidiary). From time to time prior to the Final Release Date, in respect of Undelivered Pool Aircraft, in accordance with the terms hereof, the Obligors shall update the Designated Pool to ensure each Undelivered Pool Aircraft set forth on Schedule 3.17(a) shall constitute an Aircraft for which the Obligors have a good faith intention and, to ILFC’s knowledge, ability to transfer to an Owner Subsidiary within a reasonable period.

Removal of Pool Aircraft from the Designated Pool; Modifications to the Designated Pool. The Borrower may remove any PS Pool Aircraft (and, subject to Sections 2.10(d) and (g), each the related Intermediate Lessee and Owner Lessor Subsidiary) from the Designated Pool if (i) Parent Holdco the Borrower shall have provided at least five twenty (520) Business Daysdays’ revocable prior written notice to the Administrative Agent (who shall promptly deliver such notice to the Lenders) Lender Parties prior to any such removal in the case of a Pool Aircraft, and one (1) Business Day prior written notice in the case of an Undelivered Pool Aircraft, Aircraft and (ii) after giving pro forma effect to such removal of any PS Pool Aircraft and any addition of a Non-Pool Aircraft as a Pool Aircraft and/or Interim CashAircraft, the Borrower shall be in compliance with Section 5.16(a); provided that, if a Default shall occur or be reasonably expected to occur relating to a particular Owner Subsidiary, Intermediate Lessee Lessor Subsidiary or PS Pool Aircraft, the Borrower may remove such PS Pool Aircraft (and, subject to Sections 2.10(d) and (g), each the related Intermediate Lessee and Owner Lessor Subsidiary) from the Designated Pool if Parent Holdco the Borrower shall have provided at least one (1) Business Day prior written notice to the Lender Parties on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) and if, after giving pro forma effect to such removal, the Borrower is in compliance with Section 5.16(a). Upon satisfaction of the conditions set forth in the preceding sentence with respect to any Pool Aircraft, the Collateral Agent’s security interest in, and Lien on, the Equity Collateral directly related to such Pool Aircraft (including, subject to Sections 2.10(d) and (g), in respect of the related Intermediate Lessee and Owner Subsidiary) shall be automatically released and Schedule 3.17(a) shall be amended to reflect the removal of such Pool Aircraft from the Designated Pool. The Collateral Agent shall promptly execute and deliver to the Borrower, at the Borrower’s expense, all documents that the Borrower shall reasonably request to evidence its release of the security interests in, and Liens on, the relevant Equity Collateral related to the relevant Pool Aircraft (including, subject to Sections 2.10(d) and (g), in respect of the related Intermediate Lessee and Owner Subsidiary)Aircraft. From time to time prior to the Final Release Date, in respect of Undelivered Pool Aircraft, in accordance with the terms hereof, the Obligors shall update the Designated Pool to ensure each Undelivered Pool Aircraft set forth on Schedule 3.17(a) shall constitute an Aircraft for which the Obligors have a good faith intention andand , to ILFC’s knowledge, ability to transfer to an Owner a Lessor Subsidiary within a reasonable period.

Removal of Pool Aircraft from the Designated Pool; Modifications to the Designated Pool. The Borrower may remove any PS Pool Aircraft (and, subject to Sections 2.10(d) and (gh), each related Owner Subsidiary and Intermediate Lessee and Owner SubsidiaryLessee) from the Designated Pool if (i) Parent Holdco the Borrower shall have provided at least five (5) Business Days’ revocable prior written notice to the Administrative Agent (who shall promptly deliver such notice to the Lenders) prior to any such removal in the case of a Pool Aircraft, and one (1) Business Day prior written notice in the case of an Undelivered Pool Aircraft, (ii) after giving pro forma effect to such removal of any Pool Aircraft and any addition of a Non-Pool Aircraft as a Pool Aircraft and/or Interim Cash, the Borrower shall be in compliance with Section 5.16(a)) and (iii) after giving pro forma effect to such removal of any Undelivered Pool Aircraft prior to the first anniversary of the date hereof and any addition of a Non-Pool Aircraft, the Pool Specifications shall be satisfied; provided that, if a Default shall occur or be reasonably expected to occur relating to a particular Owner Subsidiary, Intermediate Lessee or PS Pool Aircraft, the Borrower may remove such PS Pool Aircraft (and, subject to Sections 2.10(d) and (gh), each related Owner Subsidiary and Intermediate Lessee and Owner SubsidiaryLessee) from the Designated Pool if Parent Holdco the Borrower shall have provided prior written notice to the Lender Parties on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) and if, after giving pro forma effect to such removal, the Borrower is in compliance with Section 5.16(a). Upon satisfaction of the conditions set forth in the preceding sentence with respect to any PS Pool Aircraft, the Collateral Agent’s security interest in, and Lien on, the Equity Collateral directly related to such PS Pool Aircraft (including, subject to Sections 2.10(d) and (gh), in respect of the related Owner Subsidiary and Intermediate Lessee and Owner SubsidiaryLessee) shall be automatically released and Schedule 3.17(a) shall be amended to reflect the removal of such PS Pool Aircraft from the Designated Pool. The Collateral Agent shall promptly execute and deliver to the Borrower, at the Borrower’s expense, all documents that the Borrower shall reasonably request to evidence its release of the security interests in, and Liens on, the relevant Equity Collateral related to the relevant Pool Aircraft (including, subject to Sections 2.10(d) and (gh), in respect of the related Owner Subsidiary and Intermediate Lessee and Owner SubsidiaryLessee). From time to time prior to the Final Release Advance Date, in respect of Undelivered Pool Aircraft, in accordance with the terms hereof, the Obligors shall update the Designated Pool to ensure each Undelivered Pool Aircraft set forth on Schedule 3.17(a) shall constitute an Aircraft for which the Obligors have a good faith intention and, to ILFC’s knowledge, ability to transfer to an Owner Subsidiary within prior to the first anniversary of the Effective Date. The Obligors will use reasonable commercial efforts to cause each Undelivered Aircraft to become a reasonable periodPool Aircraft prior to the first anniversary of the Effective Date.