Common use of Replacement Lease Clause in Contracts

Replacement Lease. If (i) Tenant is not the Person that constituted Tenant initially, and (ii) either (I) this Lease is disaffirmed or rejected pursuant to the Bankruptcy Code, or (II) this Lease terminates by reason of occurrence of an Insolvency Event, then, subject to the terms of this Section 20.2, the Persons that constituted Tenant hereunder previously, including, without limitation, the Person that constituted Tenant initially (each such Person that previously constituted Tenant hereunder (but does not then constitute Tenant hereunder), and with respect to which Landlord exercises Landlord’s rights under this Section 20.2, being referred to herein as a “Predecessor Tenant”) shall (1) pay to Landlord the aggregate Rental that is then due and owing by Tenant to Landlord under this Lease to and including the date of such disaffirmance, rejection or termination, and (2) enter into a new lease, between Landlord, as landlord, and the Predecessor Tenant, as tenant, for the Premises, and for a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the Fixed Expiration Date, at the same Fixed Rent and upon the then executory terms that are contained in this Lease, except that (a) the Predecessor Tenant’s rights under the new lease shall be subject to the possessory rights of Tenant under this Lease and the possessory rights of any Person claiming by, through or under Tenant or by virtue of any statute or of any order of any court, and (b) such new lease shall require all defaults existing under this Lease to be cured by the Predecessor Tenant with reasonable diligence. Landlord shall have the right to require the Predecessor Tenant to execute and deliver such new lease on the terms set forth in this Section 20.2 only by giving notice thereof to Tenant within thirty (30) days after Landlord receives notice of any such disaffirmance or rejection (or, if this Lease terminates by reason of Landlord making an election to do so, then Landlord may exercise such right only by giving such notice to Tenant within thirty (30) days after this Lease so terminates). If the Predecessor Tenant defaults in its obligation to enter into said new lease for a period of ten (10) days following Landlord’s request therefor, then, in addition to all other rights and remedies by reason of such default, either at law or in equity, Landlord shall have the same rights and remedies against such Predecessor Tenant as if such Predecessor Tenant had entered into such new lease and such new lease had thereafter been terminated as of the commencement date thereof by reason of such Predecessor Tenant’s default thereunder.

Replacement Lease. If (i) Tenant is not the Person that constituted Tenant initially, and (ii) either (I) this Lease is disaffirmed or rejected pursuant to the Bankruptcy Code, or (II) this Lease terminates by reason of occurrence of an Insolvency Event, then, subject to the terms of this Section 20.2, the Persons that constituted Tenant hereunder previously, including, without limitation, the Person that constituted Tenant initially (each such Person that previously constituted Tenant hereunder (but does not then constitute Tenant hereunder), and with respect to which Landlord exercises Landlord’s rights under this Section 20.2, being referred to herein as a “Predecessor Tenant”) shall (1) pay to Landlord the aggregate Rental that is then due and owing by Tenant to Landlord under this Lease to and including the date of such disaffirmance, rejection or termination, and (2) enter into a new lease, between Landlord, as landlord, and the Predecessor Tenant, as tenant, for the Premises, and for a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the Fixed Expiration Date, at the same Fixed Rent and upon the then executory terms that are contained in this Lease, except that (a) the Predecessor Tenant’s rights under the new lease shall be subject to the possessory rights of Tenant under this Lease and the possessory rights of any Person claiming by, through or under Tenant or by virtue of any statute or of any order of any court, and (b) such new lease shall require all defaults existing under this Lease to be cured by the Predecessor Tenant with reasonable diligence. Landlord shall have the right to require the Predecessor Tenant to execute and deliver such new lease on the terms set forth in this Section 20.2 only by giving notice thereof to Tenant and to the Predecessor Tenant within thirty (30) days after Landlord receives notice of any such disaffirmance or rejection (or, if this Lease terminates by reason of Landlord making an election to do so, then Landlord may exercise such right only by giving such notice to Tenant and the Predecessor Tenant within thirty (30) days after this Lease so terminates). If the Predecessor Tenant defaults in its obligation to enter into said new lease for a period of ten (10) days following Landlord’s request therefor, then, in addition to all other rights and remedies by reason of such default, either at law or in equity, Landlord shall have the same rights and remedies against such Predecessor Tenant as if such Predecessor Tenant had entered into such new lease and such new lease had thereafter been terminated as of the commencement date thereof by reason of such Predecessor Tenant’s default thereunder.

Replacement Lease. If (i) Tenant is not the Person that constituted Tenant initially, and (ii) either (I) this Lease is disaffirmed or rejected pursuant to the Bankruptcy Code, or (II) this Lease terminates by reason of occurrence of an Insolvency Event, then, subject to the terms of this Section 20.2, the Persons that constituted Tenant hereunder previously, including, without limitation, the Person that constituted Tenant initially (each such Person that previously constituted Tenant hereunder (but does not then constitute Tenant hereunder), and with respect to which Landlord exercises Landlord’s rights under this Section 20.2, being referred to herein as a “Predecessor Tenant”) shall (1) pay to Landlord the aggregate Rental that is then due and owing by Tenant to Landlord under this Lease to and including the date of such disaffirmance, rejection or termination, and (2) enter into a new lease, between Landlord, as landlord, and the Predecessor Tenant, as tenant, for the Premises, and for a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the Fixed Expiration Date, at the same Fixed Rent and upon the then executory terms that are contained in this Lease, except that (a) the Predecessor Tenant’s rights under the new lease shall be subject to the possessory rights of Tenant under this Lease and the possessory rights of any Person claiming by, through or under Tenant or by virtue of any statute or of any order of any court, and (b) such new lease shall require all defaults existing under this Lease to be cured by the Predecessor Tenant with reasonable diligence. Landlord shall have the right to require the Predecessor Tenant to execute and deliver such new lease on the terms set forth in this Section 20.2 only by giving notice thereof to Tenant and to the Predecessor Tenant within thirty (30) days after Landlord receives notice of any such disaffirmance or rejection (or, if this Lease terminates by reason of Landlord making an election to do so, then Landlord may exercise such right only by giving such notice to Tenant and the Predecessor Tenant within thirty (30) days after this Lease so terminates). If the Predecessor Tenant defaults in its obligation to enter into said new lease for a period of ten often (10) days following Landlord’s request therefor, then, in addition to all other rights and remedies by reason of such default, either at law or in equity, Landlord shall have the same rights and remedies against such Predecessor Tenant as if such Predecessor Tenant had entered into such new lease and such new lease had thereafter been terminated as of the commencement date thereof by reason of such Predecessor Tenant’s default thereunder.

Replacement Lease. If (i) Tenant is not the Person that constituted Tenant initially, and (ii) either (I) this Lease is disaffirmed or rejected pursuant to the Bankruptcy Code, or (II) this Lease terminates by reason of occurrence of an Insolvency Event, then, subject to the terms of this Section 20.222.2, the Persons that constituted Tenant hereunder previously, including, without limitation, the Person that constituted Tenant initially (each such Person that previously constituted Tenant hereunder (but does not then constitute Tenant hereunder), and with respect to which Landlord exercises Landlord’s 's rights under this Section 20.222.2, being referred to herein as a “"Predecessor Tenant”") shall (1) pay to Landlord the aggregate Rental that is then due and owing by Tenant to Landlord under this Lease to and including the date of such disaffirmance, rejection or termination, and (2) enter into a new lease, between Landlord, as landlord, and the Predecessor Tenant, as tenant, for the Premises, and for a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the Fixed Expiration DateDate (or the last day of the Renewal Term, if such disaffirmance, rejection or termination occurs during the Renewal Term), at the same Fixed Rent and upon the then executory terms that are contained in this Lease, except that (a) the Predecessor Tenant’s 's rights under the new lease shall be subject to the possessory rights of Tenant under this Lease and the possessory rights of any Person claiming by, through or under Tenant or by virtue of any statute or of any order of any court, and (b) such new lease shall require all defaults existing under this Lease to be cured by the Predecessor Tenant with reasonable diligence. Landlord shall have the right to require the Predecessor Tenant to execute and deliver such new lease on the terms set forth in this Section 20.2 22.2 only by giving notice thereof to Tenant and to the Predecessor Tenant within thirty (30) days after Landlord receives notice of any such disaffirmance or rejection (or, if this Lease terminates by reason of Landlord making an election to do so, then Landlord may exercise such right only by giving such notice to Tenant and the Predecessor Tenant within thirty (30) days after this Lease so terminates). If the Predecessor Tenant defaults in its obligation to enter into said new lease for a period of ten (10) days following Landlord’s 's request therefor, then, in addition to all other rights and remedies by reason of such default, either at law or in equity, Landlord shall have the same rights and remedies against such Predecessor Tenant as if such Predecessor Tenant had entered into such new lease and such new lease had thereafter been terminated as of the commencement date thereof by reason of such Predecessor Tenant’s 's default thereunder.

Replacement Lease. If (A) Upon the expiration or earlier termination of the Atos Lease prior to the scheduled expiration date, and such termination is not subject to dispute or challenge by Atos or QTS (it being agreed, that in the event of such dispute or challenge, QTS shall not adversely affect McGraw Hill’s rights under the MSA throughout the duration of the dispute or challenge), QTS and McGraw Hill shall, prior to the stated expiration or termination date thereof, enter into a replacement lease solely with respect to the DCH Premises (the “Replacement Lease”), provided, however, that QTS shall not be obligated to provide a Replacement Lease in the event of a casualty or condemnation of a substantial portion of the DCH Premises or in the event of a casualty or condemnation that is not within the DCH Premises but is of a substantial portion of the building, and in either event, QTS elects and/or is not obligated to replace, rebuild or restore the DCH Premises or the building, respectively. The Replacement Lease shall be on and subject to the following terms and conditions: (i) Tenant The leaseable area in the DCH Premises is segmented into three (3) “pods” and McGraw Hill shall have the right, under the Replacement Lease, to lease from QTS the DCH Premises (or such lesser portion thereof) in whole (but not the Person that constituted Tenant initiallypartial) pod increments, up to and including all three (3) pods; (ii) either (I) this Lease is disaffirmed or rejected pursuant McGraw Hill shall have sole and exclusive access to the Bankruptcy CodeDCH Premises and the use of the Data Center Hardware seven (7) days a week, twenty-four (24) hours a day; (iii) The term of the Replacement Lease shall be for a term of two (2) years from the date of the expiration or earlier termination of the Atos Lease; (IIiv) this The Replacement Lease terminates by reason of occurrence of an Insolvency Event, then, shall be on and subject to the same terms of this Section 20.2, applicable to the Persons that constituted Tenant hereunder previouslyDCH Premises and the Data Center Hardware as are set forth in the Atos Lease, including, without limitation, the Person that constituted Tenant initially (each such Person that previously constituted Tenant hereunder (but does not then constitute Tenant hereunder)maintenance, repair, insurance, condemnation, compliance with laws, and with respect to which Landlord exercises Landlord’s rights under this Section 20.2, being referred to herein as a “Predecessor Tenant”) shall (1) pay to Landlord the aggregate Rental that is then due and owing by Tenant to Landlord under this Lease to and including the date of such disaffirmance, rejection or termination, and (2) enter into a new lease, between Landlord, as landlord, and the Predecessor Tenant, as tenant, for the Premises, and for a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the Fixed Expiration Date, at the same Fixed Rent and upon the then executory terms that are contained in this Leaseuse, except that (a) the Predecessor Tenant’s rights rent payable by McGraw Hill to QTS under the new lease Replacement Lease shall be subject prorated based upon the square footage of the leaseable area actually leased by QTS to McGraw Hill under the possessory rights of Tenant under this Replacement Lease and the possessory rights critical electrical capacity allotted to McGraw Hill under the Replacement Lease; (v) Upon vacation of any Person claiming bythe DCH Premises by Atos, through or under Tenant or by virtue of any statute or of any order of any courtthe DCH Premises and the Data Center Hardware shall be delivered in their existing condition, and (b) such new lease shall require all defaults existing under this Lease be leased to be cured by McGraw Hill on an “AS IS, WHERE IS” basis; provided, however, that QTS shall maintain a “mission critical data center” with industry standard security during the Predecessor Tenant with reasonable diligence. Landlord shall have the right to require the Predecessor Tenant to execute and deliver such new lease on the terms set forth in this Section 20.2 only by giving notice thereof to Tenant within thirty (30) days after Landlord receives notice of any such disaffirmance or rejection (or, if this Lease terminates by reason of Landlord making an election to do so, then Landlord may exercise such right only by giving such notice to Tenant within thirty (30) days after this Lease so terminates). If the Predecessor Tenant defaults in its obligation to enter into said new lease for a period of ten (10) days following Landlord’s request therefor, then, in addition to all other rights and remedies by reason of such default, either at law or in equity, Landlord shall have the same rights and remedies against such Predecessor Tenant as if such Predecessor Tenant had entered into such new lease and such new lease had thereafter been terminated as term of the commencement date thereof by reason of such Predecessor Tenant’s default thereunder.Replacement Lease;

Replacement Lease. If (i) Tenant is not the Person that constituted Tenant initially, and (ii) either (I) this Lease is disaffirmed or rejected pursuant to the Bankruptcy Code, or (II) this Lease terminates by reason of occurrence of an Insolvency Event, then, subject to the terms of this Section 20.221.2, the Persons that constituted Tenant hereunder previously, including, without limitation, the Person that constituted Tenant initially (each such Person that previously constituted Tenant hereunder (but does not then constitute Tenant hereunder), and with respect to which Landlord exercises Landlord’s rights under this Section 20.221.2, being referred to herein as a “Predecessor Tenant”) shall (1) pay to Landlord the aggregate Rental that is then due and owing by Tenant to Landlord under this Lease to and including the date of such disaffirmance, rejection or termination, and (2) enter into a new lease, between Landlord, as landlord, and the Predecessor Tenant, as tenant, for the Premises, and for a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the Fixed Expiration Date, at the same Fixed Rent and upon the then executory terms that are contained in this Lease, except that (a) the Predecessor Tenant’s rights under the new lease shall be subject to the possessory rights of Tenant under this Lease and the possessory rights of any Person claiming by, through or under Tenant or by virtue of any statute or of any order of any court, and (b) such new lease shall require all defaults existing under this Lease to be cured by the Predecessor Tenant with reasonable diligence. Landlord shall have the right to require the Predecessor Tenant to execute and deliver such new lease on the terms set forth in this Section 20.2 21.2 only by giving notice thereof to Tenant within thirty (30) days after Landlord receives notice of any such disaffirmance or rejection (or, if this Lease terminates by reason of Landlord making an election to do so, then Landlord may exercise such right only by giving such notice to Tenant within thirty (30) days after this Lease so terminates). If the Predecessor Tenant defaults in its obligation to enter into said new lease for a period of ten (10) days following Landlord’s request therefor, then, in addition to all other rights and remedies by reason of such default, either at law or in equity, Landlord shall have the same rights and remedies against such Predecessor Tenant as if such Predecessor Tenant had entered into such new lease and such new lease had thereafter been terminated as of the commencement date thereof by reason of such Predecessor Tenant’s default thereunder.

Replacement Lease. If (i) Tenant Sublessee is not the Person that constituted Tenant Sublessee initially, and (ii) either (I) this Lease Sublease is disaffirmed or rejected pursuant to the Bankruptcy Code, or (II) this Lease Sublease terminates by reason of occurrence of an Insolvency Event, then, subject to the terms of this Section 20.2, 13(b) the Persons that constituted Tenant Sublessee hereunder previously, including, without limitation, the Person that constituted Tenant Sublessee initially (each such Person that previously constituted Tenant Sublessee hereunder (but does not then constitute Tenant Sublessee hereunder), and with respect to which Landlord Sublessor exercises Landlord’s 's rights under this Section 20.213(b), being referred to herein as a “Predecessor TenantSublessee”) shall (1) pay to Landlord Sublessor the aggregate Rental Rent that is then due and owing by Tenant Sublessee to Landlord Sublessor under this Lease Sublease to and including the date of such disaffirmance, rejection or termination, and (2) enter into a new leasesublease, between LandlordSublessor, as landlordsublessor, and the Predecessor TenantSublessee, as tenantsublessee, for the Sublet Premises, and for a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the Fixed Sublease Expiration Date, at the same Fixed Base Rent and upon the then executory terms that are contained in this LeaseSublease, except that (a) the Predecessor Tenant’s Sublessee's rights under the new lease sublease shall be subject to the possessory rights of Tenant Sublessee under this Lease Sublease and the possessory rights of any Person claiming by, through or under Tenant Sublessee or by virtue of any statute or of any order of any court, and (b) such new lease sublease shall require all defaults existing under this Lease Sublease to be cured by the Predecessor Tenant Sublessee with reasonable diligence. Landlord Sublessor shall have the right to require the Predecessor Tenant Sublessee to execute and deliver such new lease sublease on the terms set forth in this Section 20.2 13(b) only by giving notice thereof to Tenant Sublessee and to the Predecessor Sublessee within thirty (30) days after Landlord Sublessor receives notice of any such disaffirmance or rejection (or, if this Lease Sublease terminates by reason of Landlord Sublessor making an election to do so, then Landlord Sublessor may exercise such right only by giving such notice to Tenant Sublessee and the Predecessor Sublessee within thirty (30) days after this Lease Sublease so terminates). If the Predecessor Tenant Sublessee defaults in its obligation to enter into said new lease sublease for a period of ten (10) days following Landlord’s Sublessor's request therefor, then, in addition to all other rights and remedies by reason of such default, either at law or in equity, Landlord Sublessor shall have the same rights and remedies against such Predecessor Tenant Sublessee as if such Predecessor Tenant Sublessee had entered into such new lease sublease and such new lease sublease had thereafter been terminated as of the commencement date thereof by reason of such Predecessor Tenant’s Sublessee's default thereunder.

Replacement Lease. If (a) Notwithstanding the provisions of Section 15.2 above or any other provision of this Lease, Lessor hereby covenants and agrees that in all events, if (i) Tenant the Lease is terminated for any reason, including, but not limited to, any default by Lessee under the Person that constituted Tenant initially, and Lease; (ii) either (I) this the Lease is disaffirmed rejected (regardless of whether the Lease has been terminated as a result thereof) in a bankruptcy or rejected pursuant insolvency proceeding or other such similar action relating to creditor’s rights; or (iii) Lender effects a foreclosure of Xxxxxx’s interest in the Bankruptcy CodeLease, or (II) this Lease terminates by reason of occurrence of an Insolvency Event, then, subject to the terms of this Section 20.2, the Persons that constituted Tenant hereunder previously, including, without limitation, the Person that constituted Tenant initially (each such Person that previously constituted Tenant hereunder (but does not then constitute Tenant hereunder), and with respect to which Landlord exercises Landlord’s rights under this Section 20.2, being referred to herein as accepts a “Predecessor Tenant”) shall (1) pay to Landlord the aggregate Rental that is then due and owing by Tenant to Landlord under this Lease to and including the date deed in lieu of such disaffirmanceforeclosure, rejection or terminationthen in all events, and (2) Lessor, upon Xxxxxx’s request, shall enter into a new leaselease with Xxxxxx, between Landlordits successors, as landlordassigns or other designee (each, and the Predecessor Tenant, as tenant, for the Premises, and for a term commencing on the effective date “Successor Lessee”) with a waiver of such disaffirmance, rejection or termination and ending on the Fixed Expiration Date, at any defaults that are not curable by Successor Lessee (a “Replacement Lease”). The Replacement Lease shall be upon the same Fixed Rent terms and upon conditions of the then executory terms that are contained in this Leaseunexpired term of the Lease immediately prior to such termination, except that (a) the Predecessor Tenant’s rights under the new lease shall be subject to the possessory rights of Tenant under this Lease and the possessory rights of any Person claiming byrejection, through or under Tenant or by virtue of any statute or of any order of any court, and foreclosure. (b) such new lease shall require Landlord hereby covenants and agrees that with respect to any Replacement Lease: (i) title to all defaults existing under this Lease to be cured improvements, fixtures, furniture, equipment, and any other property owned by the Predecessor Tenant with reasonable diligence. Landlord shall have the right to require the Predecessor Tenant to execute and deliver such new lease Lessee situate on the terms set forth Property shall automatically vest in this Section 20.2 only by giving notice thereof Successor Lessee; (ii) upon request of Successor Lessee, Lessor shall promptly assign to Tenant within thirty Successor Lessee all space leases and subleases under which the Lessees have attorned to Lessor; (30iii) days after Landlord receives notice so long as any Successor Lessee is the owner of any such disaffirmance or rejection (orthe leasehold estate, if this Lease terminates by reason of Landlord making an election Lessor shall look solely to do so, then Landlord may exercise such right only by giving such notice to Tenant within thirty (30) days after this Lease so terminates). If the Predecessor Tenant defaults in its obligation to enter into said new lease for a period of ten (10) days following Landlord’s request therefor, then, in addition to all other rights and remedies by reason interest of such default, either at law Successor Lessee in the Property and the improvements located thereon in the event of the breach or default by such Successor Lessee under the terms of the Replacement Lease and Lessor hereby agrees that any judgment or decree to enforce the obligations of such Successor Lessee shall be enforceable only to the extent of the interest of such Successor Lessee in equity, Landlord shall have the same rights and remedies against such Predecessor Tenant as if such Predecessor Tenant had entered into such new lease Property and such new lease had thereafter been terminated as improvements; and (iv) any further successors and/or assigns to Successor Lessee shall, upon such further assignment of the commencement date thereof by reason leasehold estate, be relieved of such Predecessor Tenant’s default thereunderall obligations under the Replacement Lease.

Replacement Lease. If (i) Tenant is not the Person that constituted Tenant initially, and (ii) either (I) this Lease is disaffirmed or rejected pursuant to the Bankruptcy Code, or (II) this Lease terminates by reason of occurrence of an Insolvency Event, then, subject to the terms of this Section 20.223.2, the Persons that constituted Tenant hereunder previously, including, without limitation, the Person that constituted Tenant initially (each such Person that previously constituted Tenant hereunder (but does not then constitute Tenant hereunder), and with respect to which Landlord exercises Landlord’s rights under this Section 20.223.2, being referred to herein as a “Predecessor Tenant”) shall (1) pay to Landlord the aggregate Rental that is then due and owing by Tenant to Landlord under this Lease to and including the date of such disaffirmance, rejection or termination, and (2) enter into a new lease, between Landlord, as landlord, and the Predecessor Tenant, as tenant, for the Premises, and for a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the Fixed Expiration DateDate (or the last day of the Renewal Term, if such disaffirmance, rejection or termination occurs during the Renewal Term), at the same Fixed Rent and upon the then executory terms that are contained in this Lease, except that (a) the Predecessor Tenant’s rights under the new lease shall be subject to the possessory rights of Tenant under this Lease and the possessory rights of any Person claiming by, through or under Tenant or by virtue of any statute or of any order of any court, and (b) such new lease shall require all defaults existing under this Lease to be cured by the Predecessor Tenant with reasonable diligence. Landlord shall have the right to require the Predecessor Tenant to execute and deliver such new lease on the terms set forth in this Section 20.2 23.2 only by giving notice thereof to Tenant and to the Predecessor Tenant within thirty (30) days after Landlord receives notice of any such disaffirmance or rejection (or, if this Lease terminates by reason of Landlord making an election to do so, then Landlord may exercise such right only by giving such notice to Tenant and the Predecessor Tenant within thirty (30) days after this Lease so terminates). If the Predecessor Tenant defaults in its obligation to enter into said new lease for a period of ten (10) days following Landlord’s request therefor, then, in addition to all other rights and remedies by reason of such default, either at law or in equity, Landlord shall have the same rights and remedies against such Predecessor Tenant as if such Predecessor Tenant had entered into such new lease and such new lease had thereafter been terminated as of the commencement date thereof by reason of such Predecessor Tenant’s default thereunder.

Replacement Lease. If (i) Tenant is not the Person that constituted Tenant initially, and (ii) either (I) this leasing of any Aircraft under any Portfolio Lease is disaffirmed terminated, the Borrower, will be entitled to permit an Owner or rejected Intermediate Lessor to re-lease the Aircraft pursuant to a Replacement Lease without the Bankruptcy Codeconsent of any Finance Party, or (II) this Lease terminates by reason of occurrence of an Insolvency Event, then, subject to the terms of this Section 20.2, the Persons that constituted Tenant hereunder previously, including, without limitation, the Person that constituted Tenant initially (each such Person that previously constituted Tenant hereunder (but does not then constitute Tenant hereunder), and with respect to which Landlord exercises Landlord’s rights under this Section 20.2, being referred to herein as a “Predecessor Tenant”) shall (1) pay to Landlord the aggregate Rental that is then due and owing by Tenant to Landlord under this Lease to and including the date of such disaffirmance, rejection or termination, and (2) enter into a new lease, between Landlord, as landlord, and the Predecessor Tenant, as tenant, for the Premises, and for a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the Fixed Expiration Date, at the same Fixed Rent and upon the then executory terms that are contained in this Lease, except that provided that: (a) the Predecessor Tenant’s rights “Lessee” pursuant to such Replacement Lease is a Permitted Wide-body Airline (if the Aircraft is a Permitted Wide-body Aircraft) or a Permitted Narrow-body Airline (if the Aircraft is a Permitted Narrow-body Aircraft); (b) no Part II Airline Event would result from the entering into of the proposed Replacement Lease or, if a Part II Airline Event is already continuing, the entering into of such proposed Replacement Lease would remedy or mitigate the severity of such Part II Airline Event (c) such Replacement Lease complies with the Core Lease Provisions; (d) the State of Registration and/or the jurisdiction in which the Aircraft is habitually based is not, and as a result of the Replacement Lease, will not be, Prohibited Country; (e) no Concentration Limit Event would result from the entering into of the proposed Replacement Lease or, if a Concentration Limit Event is already continuing, the entering into of such proposed Replacement Lease would remedy or mitigate the severity of such Concentration Limit Event; (f) the Agent will be satisfied that on each remaining Repayment Date following the commencement of the leasing of the Aircraft pursuant to the Replacement Lease, the aggregate of: (i) each amount of “Basic Rent” (howsoever defined) due and payable to the Lessors during the Interest Period immediately preceding such Repayment Date pursuant to the Portfolio Leases; and (ii) the scheduled payments due and payable to the Borrower during the Interest Period immediately preceding such Repayment Date pursuant to the Hedging Agreements required to be entered into pursuant to, and complying with, the Hedging Principles, will be equal to or greater than 105% of the aggregate scheduled payments of principal and interest due and payable under this Agreement on such Repayment Date pursuant to the new lease Repayment Schedules for all of the Loans, provided that for the purposes of this calculation: (A) if the date of any such Repayment Date is the first Repayment Date or the Final Repayment Date in respect of a Loan, then such Loan, any Hedging Agreements entered into in respect of such Loan and the Portfolio Lease for the Aircraft attributable to such Loan, together with any amounts payable thereunder, will be disregarded; and (B) the Fixed Rate and the Floating Rate as well as the fixed and floating rate of interest applicable to the calculation of “Basic Rent” pursuant to each Portfolio Lease shall be subject the applicable Notional Rate. In the event that the Borrower is not able to satisfy this condition, the Borrower shall be entitled to exercise its rights in accordance with Clause 8.7 (Scheduled Debt to Basic Rent Test Ratios). (g) all “know your customer” information requested by the Agent on behalf of any Finance Party (which such Finance Party actually requires in connection with, or as a result of, the Replacement Lease) has been provided to the possessory rights satisfaction of Tenant under this such Finance Party (unless otherwise agreed in writing by such Finance Party). (h) if the most recent Portfolio Lease in respect of the Aircraft was: (i) a Fixed Rate Lease and the possessory rights Replacement Lease is a Floating Rate Lease, the Notional Swap in respect of any Person claiming by, through or under Tenant or by virtue of any statute or of any order of any court, and (b) such new lease shall require all defaults existing under this Lease Loan will be deemed to be cured by the Predecessor Tenant with reasonable diligence. Landlord shall have the right to require the Predecessor Tenant to execute and deliver such new lease on the terms set forth terminated in this Section 20.2 only by giving notice thereof to Tenant within thirty (30) days after Landlord receives notice of any such disaffirmance or rejection (or, if this Lease terminates by reason of Landlord making an election to do so, then Landlord may exercise such right only by giving such notice to Tenant within thirty (30) days after this Lease so terminates). If the Predecessor Tenant defaults in its obligation to enter into said new lease for a period of ten (10) days following Landlord’s request therefor, then, in addition to all other rights and remedies by reason of such default, either at law or in equity, Landlord shall have the same rights and remedies against such Predecessor Tenant as if such Predecessor Tenant had entered into such new lease and such new lease had thereafter been terminated whole as of the date of the commencement date thereof by reason of such Predecessor Tenant’s default thereunderthe leasing of the Aircraft pursuant to the Replacement Lease, and the Borrower will pay to the Agent (for the account of the relevant Lenders) any Swap Breakage Loss payable pursuant to Clause 16.4 (Swap Breakage Loss/Gains); and (ii) a Floating Rate Lease and the Replacement Lease is a Fixed Rate Lease, the Borrower has complied with the requirements of the Hedging Principles; and (i) on entry into the Replacement Lease, the Agent is provided with documents and other evidence referred to in Part B of Schedule 6 (Aircraft Substitution and Replacement Lease Documents).

Replacement Lease. If (i) Tenant is not the Person that constituted Tenant initially, and (ii) either (I) this leasing of any Aircraft under any Portfolio Lease is disaffirmed terminated, the Borrower, will be entitled to permit an Owner or rejected Intermediate Lessor to re-lease the Aircraft pursuant to a Replacement Lease without the Bankruptcy Codeconsent of any Finance Party, or (II) this Lease terminates by reason of occurrence of an Insolvency Event, then, subject to the terms of this Section 20.2, the Persons that constituted Tenant hereunder previously, including, without limitation, the Person that constituted Tenant initially (each such Person that previously constituted Tenant hereunder (but does not then constitute Tenant hereunder), and with respect to which Landlord exercises Landlord’s rights under this Section 20.2, being referred to herein as a “Predecessor Tenant”) shall (1) pay to Landlord the aggregate Rental that is then due and owing by Tenant to Landlord under this Lease to and including the date of such disaffirmance, rejection or termination, and (2) enter into a new lease, between Landlord, as landlord, and the Predecessor Tenant, as tenant, for the Premises, and for a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the Fixed Expiration Date, at the same Fixed Rent and upon the then executory terms that are contained in this Lease, except that provided that: (a) the Predecessor Tenant’s rights “Lessee” pursuant to such Replacement Lease is a Permitted Wide-body Airline (if the Aircraft is a Permitted Wide-body Aircraft) or a Permitted Narrow-body Airline (if the Aircraft is a Permitted Narrow-body Aircraft); (b) no Part II Airline Event would result from the entering into of the proposed Replacement Lease or, if a Part II Airline Event is already continuing, the entering into of such proposed Replacement Lease would remedy or mitigate the severity of such Part II Airline Event (c) such Replacement Lease complies with the Core Lease Provisions; (d) the State of Registration and/or the jurisdiction in which the Aircraft is habitually based is not, and as a result of the Replacement Lease, will not be, Prohibited Country; (e) no Concentration Limit Event would result from the entering into of the proposed Replacement Lease or, if a Concentration Limit Event is already continuing, the entering into of such proposed Replacement Lease would remedy or mitigate the severity of such Concentration Limit Event; (f) the Agent will be satisfied that on each remaining Repayment Date following the commencement of the leasing of the Aircraft pursuant to the Replacement Lease, the aggregate of: (i) each amount of “Basic Rent” (howsoever defined) due and payable to the Lessors pursuant to the Portfolio Leases, in each case during the Interest Period for the Loan attributable to each such Portfolio Lease which immediately precedes such Repayment Date; and (ii) the scheduled payments due and payable to the Borrower pursuant to the Hedging Agreements required to be entered into pursuant to, and complying with, the Hedging Principles, in each case during the Interest Period for the Loan attributable to each such Hedging Agreement which immediately precedes such Repayment Date, will be equal to or greater than: (iii) 105% of the aggregate scheduled payments of principal and interest due and payable under this Agreement on such Repayment Date pursuant to the Repayment Schedules for all of the Loans, provided that for the purposes of this calculation: (A) if the date of any such Repayment Date is the first Repayment Date or the Final Repayment Date in respect of a Loan, then such Loan, any Hedging Agreements entered into in respect of such Loan and the Portfolio Lease for the Aircraft attributable to such Loan, together with any amounts payable thereunder, will be disregarded; and (B) if the date of any such Repayment Date is not also a Repayment Date under the new lease Loan attributable to q Quarterly Rent Aircraft, then the Loan, any Hedging Agreements entered into in respect of such Loan and the Portfolio Lease for such Quarterly Rent Aircraft, together with any amounts payable thereunder, will be disregarded; and (C) the Fixed Rate and the Floating Rate as well as the fixed and floating rate of interest applicable to the calculation of “Basic Rent” pursuant to each Portfolio Lease shall be subject the applicable Notional Rate. In the event that the Borrower is not able to satisfy this condition, the Borrower shall be entitled to exercise its rights in accordance with Clause 8.7 (Scheduled Debt to Basic Rent Test Ratios). (g) all “know your customer” information requested by the Agent on behalf of any Finance Party (which such Finance Party actually requires in connection with, or as a result of, the Replacement Lease) has been provided to the possessory rights satisfaction of Tenant under this such Finance Party (unless otherwise agreed in writing by such Finance Party). (h) if the most recent Portfolio Lease in respect of the Aircraft was: (i) a Fixed Rate Lease and the possessory rights Replacement Lease is a Floating Rate Lease, the Notional Swap in respect of any Person claiming by, through or under Tenant or by virtue of any statute or of any order of any court, and (b) such new lease shall require all defaults existing under this Lease Loan will be deemed to be cured by the Predecessor Tenant with reasonable diligence. Landlord shall have the right to require the Predecessor Tenant to execute and deliver such new lease on the terms set forth terminated in this Section 20.2 only by giving notice thereof to Tenant within thirty (30) days after Landlord receives notice of any such disaffirmance or rejection (or, if this Lease terminates by reason of Landlord making an election to do so, then Landlord may exercise such right only by giving such notice to Tenant within thirty (30) days after this Lease so terminates). If the Predecessor Tenant defaults in its obligation to enter into said new lease for a period of ten (10) days following Landlord’s request therefor, then, in addition to all other rights and remedies by reason of such default, either at law or in equity, Landlord shall have the same rights and remedies against such Predecessor Tenant as if such Predecessor Tenant had entered into such new lease and such new lease had thereafter been terminated whole as of the date of the commencement date thereof by reason of the leasing of the Aircraft pursuant to the Replacement Lease, and the Borrower will pay to the Agent (for the account of the relevant Lenders) any Swap Breakage Loss payable pursuant to Clause 16.4 (Swap Breakage Loss/Gains); or (ii) a Floating Rate Lease and the Replacement Lease is a Fixed Rate Lease, then either: (A) the Borrower and the Agent will have established the Fixed Rate for the Loan attributable to such Aircraft in accordance with Clause 9.3 (Establishment of Fixed Rate); or (B) if the Borrower did not accept the quote and the “fixed rate” in accordance with Clause 9.3.2, the Borrower will have complied with the Hedging Principles; (i) if, immediately prior to the commencement of the leasing of such Predecessor Tenant’s default thereunder.Aircraft pursuant to the Replacement Lease, the Aircraft was: (i) a Quarterly Rent Aircraft, and immediately after the commencement of the leasing of such Aircraft pursuant to the Replacement Lease, such Aircraft will no longer be a Quarterly Rent Aircraft; or (ii) not a Quarterly Rent Aircraft, and immediately after the commencement of the leasing of such Aircraft pursuant to the Replacement Lease, such Aircraft will be a Quarterly Rent Aircraft, then: (iii) the Agent will have received payment from the Borrower for the account of the Lenders of a fee of $15,000, which such fee the Agent will distribute between the Lenders on the date of commencement of the leasing of the Aircraft pursuant to such Replacement Lease on a pro-rata basis based on the Lenders’ Commitments as at such date; and