Common use of Representations and Warranties; No Defaults Clause in Contracts

Representations and Warranties; No Defaults. Each Borrower hereby represents and warrants to Lenders, LC Issuer and Administrative Agent that the following are true and correct as of the date of this Modification: (a) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, the representations and warranties of each Borrower contained in the Agreement are true and correct on and as of the date of this Modification as if made on and as of such date, unless stated to relate to a specific earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date; (b) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, all financial statements and information of Borrowers provided to Administrative Agent and Lenders are true, accurate and complete in all material respects as of the date of, and for the periods covered by, such financial statements and information; (c) neither this Modification nor any other document, certificate or written statement furnished to Administrative Agent and/or Lenders or to special counsel to Administrative Agent by or on behalf of any Borrower in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading; (d) each Borrower has full power and authority (i) to execute, deliver and perform this Modification, and (ii) to incur the obligations provided for herein and therein, all of which have been duly authorized by all necessary and proper action by each Borrower; (e) no consent, waiver or authorization of, or filing with, any person, entity or governmental authority is required to be made or obtained by any Borrower in connection with the execution, delivery, performance, validity or enforceability of this Modification; (f) this Modification constitutes the legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms; (g) giving effect to the changes to the Agreement contemplated by this Modification, no Unmatured Default nor Default has occurred and is continuing; (h) no event has occurred which would have a Material Adverse Effect; and (i) the execution and delivery by Borrowers of this Modification and the performance by Borrowers of this Modification and the transactions contemplated hereby: (i) do not and will not violate any law or regulation; (ii) do not and will not violate any order, decree or judgment by which any Borrower is bound; (iii) do not and will not violate or conflict with, result in a breach of or constitute (with notice, lapse of time, or otherwise) a default under any material agreement, mortgage, indenture or other contractual obligation to which any Borrower is a party, or by which any Borrower’s properties are bound; or (iv) do not and will not result in the creation or imposition of any lien upon any property or assets of any Borrower.

Representations and Warranties; No Defaults. Each Borrower Loan Party, by executing this Consent and Amendment, hereby represents certifies and warrants to Lenders, LC Issuer and Administrative Agent confirms that the following are true and correct as of the date of this Modification: Consent and Amendment and after giving effect to this Consent and Amendment: (ai) except as otherwise disclosed the execution, delivery and performance of this Consent and Amendment and any and all other documents executed and/or delivered in connection herewith have been duly authorized by all necessary corporate or limited liability company action on the part of such Loan Party and do not contravene such Loan Party’s articles of incorporation, certificate of formation, bylaws, operating agreement or other organizational documents or any Law applicable to the Lenders, Administrative Agent and LC Issuer, such Loan Party; (ii) the representations and warranties of each Borrower Loan Party contained in the Agreement Credit Agreement, as amended by this Consent and Amendment, and the other Loan Documents, as amended and supplemented by this Consent and Amendment, are true and correct in all material respects on and as of the date of this Modification Consent and Amendment with the same effect as if though such representations and warranties had been made on and as of such date, unless stated except (A) representations and warranties that are qualified by materiality, which shall be true and correct on the date of this Consent and Amendment with the same effect as though such representations and warranties had been made on and as of such date and (B) representations and warranties which expressly relate solely to relate to a specific an earlier datedate or time, in which case they were true, representations and warranties shall be true and correct and complete in all material respects on and as of such earlier date; the specific dates or times referred to therein; (biii) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, all financial statements and information of Borrowers provided to Administrative Agent and Lenders are true, accurate and complete in all material respects as consummation of the date ofRestructuring Transactions and the execution, delivery and for performance of the periods covered byRestructuring Transactions Documents do not contravene any Law or any agreement, such financial statements and information; (c) neither this Modification nor instrument, order, writ, judgment, injunction or decree to which any other document, certificate Loan Party is a party or written statement furnished to Administrative Agent and/or Lenders by which it is bound or to special counsel to Administrative Agent by which it is subject, or on behalf result in the creation or enforcement of any Borrower in connection with the transactions contemplated hereby contains Lien, charge or encumbrance whatsoever upon any untrue statement property (now or hereafter acquired) of any Loan Party; (iv) all consents required under any Law or Recurring Service Contract or other agreement to which a material fact Loan Party is a party or omits to state a material fact necessary by which it or its property is bound in order to make consummate the statements contained herein Restructuring Transactions and therein not misleading; (d) each Borrower has full power and authority (i) to execute, deliver and perform this Modification, and (ii) to incur operate its business after the obligations provided for herein and therein, all consummation of which the Restructuring Transactions have been duly authorized by all necessary and proper action by each Borrower; obtained; (ev) no consent, waiver or authorization of, or filing with, any person, entity or governmental authority is required to be made or obtained by any Borrower in connection with the execution, delivery, performance, validity or enforceability of this Modification; (f) this Modification constitutes the legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms; (g) after giving effect to the changes to the Agreement contemplated by this ModificationConsent and Amendment, no Unmatured Event of Default nor or Potential Default under the Credit Agreement and/or the Loan Documents has occurred and is continuing; ; and (h) no event has occurred which would have a Material Adverse Effect; and (ivi) the execution Credit Agreement and delivery all other Loan Documents constitute legal, valid, binding and enforceable obligations of each Loan Party party thereto in accordance with the terms thereof, except as may be limited by Borrowers applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of this Modification creditors’ rights generally and the performance by Borrowers general principles of this Modification and the transactions contemplated hereby: (i) do not and will not violate any law or regulation; (ii) do not and will not violate any order, decree or judgment by which any Borrower is bound; (iii) do not and will not violate or conflict with, result in a breach of or constitute (with notice, lapse of time, or otherwise) a default under any material agreement, mortgage, indenture or other contractual obligation to which any Borrower is a party, or by which any Borrower’s properties are bound; or (iv) do not and will not result in the creation or imposition of any lien upon any property or assets of any Borrowerequity.

Representations and Warranties; No Defaults. Each Borrower Loan Party, by executing this Waiver and Amendment, hereby represents certifies and warrants to Lenders, LC Issuer and Administrative Agent confirms that the following are true and correct as of the date of this Modification: Waiver and Amendment and after giving effect to this Waiver and Amendment: (ai) except as otherwise disclosed the execution, delivery and performance of this Waiver and Amendment and any and all other documents executed and/or delivered in connection herewith have been duly authorized by all necessary corporate or limited liability company action on the part of such Loan Party and do not contravene such Loan Party’s articles of incorporation, certificate of formation, bylaws, operating agreement or other organizational documents or any Law applicable to the Lenders, Administrative Agent and LC Issuer, such Loan Party; (ii) the representations and warranties of each Borrower Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Modification Waiver and Amendment with the same effect as if though such representations and warranties had been made on and as of such date, unless stated except (A) representations and warranties that are qualified by materiality, which shall be true and correct on the date of this Waiver and Amendment with the same effect as though such representations and warranties had been made on and as of such date and (B) representations and warranties which expressly relate solely to relate to a specific an earlier datedate or time, in which case they were true, representations and warranties shall be true and correct and complete in all material respects on and as of such earlier date; the specific dates or times referred to therein; (biii) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, all financial statements and information of Borrowers provided to Administrative Agent and Lenders are true, accurate and complete in all material respects as consummation of the date ofUpper Level Debt Issuance and the execution, delivery and for performance of the periods covered bydocuments and instruments being entered into in connection therewith would not contravene any Law or any agreement, such financial statements and information; (c) neither this Modification nor instrument, order, writ, judgment, injunction or decree to which any other document, certificate Loan Party is a party or written statement furnished to Administrative Agent and/or Lenders by which it is bound or to special counsel to Administrative Agent by which it is subject, or on behalf result in the creation or enforcement of any Borrower in connection with the transactions contemplated hereby contains Lien, charge or encumbrance whatsoever upon any untrue statement property (now or hereafter acquired) of any Loan Party; (iv) all consents required under any Law or Recurring Service Contract or other agreement to which a material fact Loan Party is a party or omits to state a material fact necessary by which it or its property is bound in order to make consummate the statements contained herein Upper Level Debt Issuance and therein not misleading; (d) each Borrower has full power and authority (i) to execute, deliver and perform this Modification, and (ii) to incur operate its business after the obligations provided for herein and therein, all consummation of which the Upper Level Debt Issuance have been duly authorized by all necessary and proper action by each Borrower; obtained or will be obtained prior to the consummation of the Upper Level Debt Issuance; (ev) no consent, waiver or authorization of, or filing with, any person, entity or governmental authority is required to be made or obtained by any Borrower in connection with the execution, delivery, performance, validity or enforceability of this Modification; (f) this Modification constitutes the legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms; (g) after giving effect to the changes to the Agreement contemplated by this ModificationWaiver and Amendment, no Unmatured Event of Default nor or Potential Default under the Credit Agreement and/or the Loan Documents has occurred and is continuing; ; and (h) no event has occurred which would have a Material Adverse Effect; and (ivi) the execution Credit Agreement and delivery all other Loan Documents constitute legal, valid, binding and enforceable obligations of each Loan Party party thereto in accordance with the terms thereof, except as may be limited by Borrowers applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of this Modification creditors’ rights generally and the performance by Borrowers general principles of this Modification and the transactions contemplated hereby: (i) do not and will not violate any law or regulation; (ii) do not and will not violate any order, decree or judgment by which any Borrower is bound; (iii) do not and will not violate or conflict with, result in a breach of or constitute (with notice, lapse of time, or otherwise) a default under any material agreement, mortgage, indenture or other contractual obligation to which any Borrower is a party, or by which any Borrower’s properties are bound; or (iv) do not and will not result in the creation or imposition of any lien upon any property or assets of any Borrowerequity.

Representations and Warranties; No Defaults. Each Borrower hereby represents and warrants to Lenders, LC Issuer and Administrative Agent that the following are true and correct as of the date of this Modification: (a) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, the representations and warranties of each Borrower contained in the Agreement are true and correct on and as of the date of this Modification as if made on and as of such date, unless stated to relate to a specific earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date; (b) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, all financial statements and information of Borrowers provided to Administrative Agent and Lenders are true, accurate and complete in all material respects as of the date of, and for the periods covered by, such financial statements and information; (c) neither this Modification nor any other document, certificate or written statement furnished to Administrative Agent and/or Lenders or to special counsel to Administrative Agent by or on behalf of any Borrower in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading; (d) each Borrower has full power and authority (i) to execute, deliver and perform this Modification, and (ii) to incur the obligations provided for herein and therein, all of which have been duly authorized by all necessary and proper action by each Borrower; (e) no consent, waiver or authorization of, or filing with, any person, entity or governmental authority is required to be made or obtained by any Borrower in connection with the execution, delivery, performance, validity or enforceability of this Modification; (f) this Modification constitutes the legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms; (g) giving effect to the changes to the Agreement contemplated by this Modification, no Unmatured Default nor Default has occurred and is continuing; (h) no event has occurred which would have a Material Adverse Effect; and (i) the execution and delivery by Borrowers of this Modification and the performance by Borrowers of this Modification and the transactions contemplated hereby: (i) do not and will not violate any law or regulation; (ii) do not and will not violate any order, decree or judgment by which any Borrower is bound; (iii) do not and will not violate or conflict with, result in a breach of or constitute (with notice, lapse of time, or otherwise) a default under any material agreement, mortgage, indenture or other contractual obligation to which any Borrower is a party, or by which any Borrower’s properties are bound; or (iv) do not and will not result in the creation or imposition of any lien upon any property or assets of any Borrower.

Representations and Warranties; No Defaults. Each Borrower hereby represents (i) Both before and warrants after giving effect to Lenders, LC Issuer and Administrative Agent that any Advance the following are statements shall be true and correct as of the date of this Modificationcorrect: (aA) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, the representations and warranties of set forth in each Borrower contained Loan Document shall, in the Agreement are each case, be true and correct on and as of in all material respects with the date of this Modification same effect as if then made on and as of such date, (unless stated to relate solely to a specific an earlier date, in which case they were true, such representations and warranties shall be true and correct and complete in all material respects on and as of such earlier date; (b) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, all financial statements and information of Borrowers provided to Administrative Agent and Lenders are true, accurate and complete in all material respects as of the date of, and for the periods covered by, such financial statements and information;earlier date); and (cB) neither this Modification nor any other documentno Facility Default, certificate Facility Event of Default, Amortization Event or written statement furnished to Administrative Agent and/or Lenders or to special counsel to Administrative Agent by or on behalf of any Borrower in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein Servicer Replacement Event shall have then occurred and therein not misleading;be continuing. (d) each Borrower has full power and authority (i) to execute, deliver and perform this Modification, and (ii) to incur The Agent shall have received a certificate from an Authorized Officer of the obligations provided for herein Borrower and therein, all any Applicable Aircraft Subsidiaries dated as of which have been duly authorized by all necessary and proper action by each Borrower;the applicable Transfer Date that: (eA) no consentall representations and warranties made by it herein or in any of the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects as though made at such time, waiver provided however, if representations or authorization ofwarranties shall not be true and correct in all material respects at such time, or filing withsuch certificate shall specifically identify the representations and warranties that cannot be remade and the Agent shall then determine, any personin its sole discretion, entity or governmental authority is required to if such representations and warranties shall be waived and if the proposed Advance shall be made or obtained by any Borrower in connection with the execution, delivery, performance, validity or enforceability of this Modification;on such Transfer Date; and (fB) this Modification constitutes the legalthere exists no Collateral Deficiency (or that, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms; (g) after giving effect to the changes Aircraft being added to the Agreement contemplated Portfolio on such Transfer Date and any prepayment, if any, made by this Modification, the Borrower on such Transfer Date no Unmatured Default nor Default has occurred and is continuing; (h) no event has occurred which would have a Material Adverse EffectCollateral Deficiency will exist); and (iC) no law, regulation, ruling or other governmental action shall be in effect or have occurred which, to the execution Borrower’s or the Applicable Aircraft Subsidiary’s knowledge (as applicable), would prevent the Borrower, the Applicable Aircraft Subsidiary, or, to the Borrower’s or the Applicable Aircraft Subsidiary’s knowledge, any Lessee, from performing in all material respects their respective obligations under the Loan Documents and delivery by Borrowers of this Modification and the performance by Borrowers of this Modification and the transactions contemplated hereby: (i) do not and will not violate any law or regulationLease Documents to which they are a party; (ii) do not and will not violate any order, decree or judgment by which any Borrower is bound; and (iii) do The Agent shall have received a certificate from an Authorized Officer of the Servicer dated as of the applicable Transfer Date that: (A) all representations and warranties of the Servicer contained in any of the Loan Documents or otherwise made in writing in connection therewith shall be true and correct in all material respects as though made at such time; provided however, if representations or warranties shall not be true and will not violate or conflict with, result correct in a breach of or constitute (with notice, lapse of all material respects at such time, such certificate shall specifically identify the representations and warranties that cannot be remade and the Agent shall then determine, in its sole discretion, if such representations and warranties shall be waived and if the proposed Advance shall be made on such Transfer Date; (B) the Servicer has no knowledge of any of the representations and warranties of the Borrower contained in any Loan Document being untrue or otherwise) a default under incorrect in any material agreementrespect at the time made or deemed made; provided however, mortgageif the Servicer has knowledge of any such representation or warranty being untrue or incorrect at the time made or deemed made, indenture the Servicer shall disclose such untrue or incorrect representations and warranties or representations or warranties that would be untrue or incorrect if made), and the Agent shall then determine, in its sole discretion, if such representations and warranties shall be waived and if the proposed Advance shall be made on such Transfer Date; (C) there exists no Servicer Replacement Event, Facility Event of Default or Amortization Event; (D) there exists no Collateral Deficiency (or that, after giving effect to the Aircraft being added to the Portfolio on such Transfer Date and any prepayment, if any, made by the Borrower on such Transfer Date no Collateral Deficiency will exist); and (E) no law, regulation, ruling or other contractual obligation to governmental action shall be in effect or have occurred which any Borrower is a party, or by which any Borrower’s properties are bound; or (iv) do not and will not result would prevent the Servicer from performing in all material respects its obligations under the creation or imposition of any lien upon any property or assets of any BorrowerServicing Agreement.

Representations and Warranties; No Defaults. Each Borrower hereby represents and warrants to Lenders, LC Issuer and Administrative Agent that the The following are statements shall be true and correct as of on the date of this Modificationsuch Loan or issuance of a Letter of Credit, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds therefrom: (ai) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, the representations and warranties of each Borrower contained set forth in Article V (Representations and Warranties) and in the Agreement are other Loan Documents shall be true and correct in all material respects on and as of the Closing Date and shall be true and correct in all material respects on and as of any such date of this Modification after the Closing Date with the same effect as if though made on and as of such date, unless stated except to the extent such representations and warranties expressly relate to a specific an earlier date, in which case they were true, such representations and warranties shall have been true and correct and complete in all material respects on and as of such earlier date; (b) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, all financial statements and information of Borrowers provided to Administrative Agent and Lenders are true, accurate and complete in all material respects as of the date ofsuch earlier date, and for the periods covered by, such financial statements and information; (c) neither this Modification nor any other document, certificate or written statement furnished to Administrative Agent and/or Lenders or to special counsel to Administrative Agent by or on behalf of any Borrower in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading; (d) each Borrower has full power and authority (i) to execute, deliver and perform this Modification, and (ii) to incur the obligations provided for herein and therein, all of which have been duly authorized by all necessary and proper action by each Borrower; (e) no consent, waiver or authorization of, or filing with, any person, entity or governmental authority is required to be made or obtained by any Borrower in connection with the execution, delivery, performance, validity or enforceability of this Modification; (f) this Modification constitutes the legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms; (g) giving effect except to the changes extent such representations and warranties are qualified as to the Agreement contemplated by this Modificationmateriality, no Unmatured Default nor Default has occurred in which case such representations and is continuing; (h) no event has occurred which would have a Material Adverse Effectwarranties shall be true and correct; and (iii) no Default or Event of Default shall have occurred and be continuing. Each submission by the execution and delivery by Borrowers Borrower Representative to the Administrative Agent of this Modification a Dollar Revolving Loan Notice, Multicurrency Revolving Loan Notice, Tranche A Term Loan Interest Rate Selection Notice, Tranche B Term Loan Interest Rate Selection Notice, Facilities Increase Notice or Swing Line Loan Notice, as the case may be, and the performance acceptance by Borrowers the US Borrower or the Luxembourg Borrower, as applicable, of this Modification the proceeds of each Loan requested therein, and each submission by the US Borrower to a L/C Issuer of a Letter of Credit Application, and the transactions contemplated hereby: issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by the US Borrower and the Luxembourg Borrower, as to the matters specified in clause (ib) do not and will not violate any law above on the date of the making of such Loan or regulation; (ii) do not and will not violate any order, decree or judgment by which any Borrower is bound; (iii) do not and will not violate or conflict with, result in a breach the issuance of or constitute (with notice, lapse such Letter of time, or otherwise) a default under any material agreement, mortgage, indenture or other contractual obligation to which any Borrower is a party, or by which any Borrower’s properties are bound; or (iv) do not and will not result in the creation or imposition of any lien upon any property or assets of any BorrowerCredit.

Representations and Warranties; No Defaults. Each Borrower Loan Party, by executing this Consent and Amendment, hereby represents certifies and warrants to Lenders, LC Issuer and Administrative Agent confirms that the following are true and correct as of the date of this Modification: Consent and Amendment and after giving effect to this Consent and Amendment: (ai) except as otherwise disclosed the execution, delivery and performance of this Consent and Amendment and any and all other documents executed and/or delivered in connection herewith have been duly authorized by all necessary corporate or limited liability company action on the part of such Loan Party and do not contravene such Loan Party's articles of incorporation, certificate of formation, bylaws, operating agreement or other organizational documents or any Law applicable to the Lenders, Administrative Agent and LC Issuer, such Loan Party; (ii) the representations and warranties of each Borrower Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Modification Consent and Amendment with the same effect as if though such representations and warranties had been made on and as of such date, unless stated except (A) representations and warranties that are qualified by materiality, which shall be true and correct on the date of this Consent and Amendment with the same effect as though such representations and warranties had been made on and as of such date and (B) representations and warranties which expressly relate solely to relate to a specific an earlier datedate or time, in which case they were true, representations and warranties shall be true and correct and complete in all material respects on and as of such earlier date; the specific dates or times referred to therein; (biii) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, all financial statements and information of Borrowers provided to Administrative Agent and Lenders are true, accurate and complete in all material respects as consummation of the date ofGrand Master Debt Issuance and the execution, delivery and for performance of the periods covered bydocuments and instruments being entered into in connection therewith would not contravene any Law or any agreement, such financial statements and information; (c) neither this Modification nor instrument, order, writ, judgment, injunction or decree to which any other document, certificate Loan Party is a party or written statement furnished to Administrative Agent and/or Lenders by which it is bound or to special counsel to Administrative Agent by which it is subject, or on behalf result in the creation or enforcement of any Borrower in connection with Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan Party, including, without limitation under the transactions contemplated hereby contains Indenture and the Upper Level Debt Indenture; (iv) all consents required under any untrue statement of Law or Recurring Service Contract or other agreement to which a material fact Loan Party is a party or omits to state a material fact necessary by which it or its property is bound in order to make consummate the statements contained herein Grand Master Debt Issuance and therein not misleading; (d) each Borrower has full power and authority (i) to execute, deliver and perform this Modification, and (ii) to incur operate its business after the obligations provided for herein and therein, all consummation of which the Grand Master Debt Issuance have been duly authorized by all necessary and proper action by each Borrower; obtained or will be obtained prior to the consummation of the Grand Master Debt Issuance; (ev) no consent, waiver Event of Default or authorization of, or filing with, any person, entity or governmental authority is required to be made or obtained by any Borrower in connection with Potential Default under the execution, delivery, performance, validity or enforceability of this Modification; (f) this Modification constitutes Credit Agreement and the legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms; (g) giving effect to the changes to the Agreement contemplated by this Modification, no Unmatured Default nor Default other Loan Documents has occurred and is continuing; ; and (h) no event has occurred which would have a Material Adverse Effect; and (ivi) the execution Credit Agreement and delivery all other Loan Documents constitute legal, valid, binding and enforceable obligations of each Loan Party party thereto in accordance with the terms thereof, except as may be limited by Borrowers applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of this Modification creditors’ rights generally and the performance by Borrowers general principles of this Modification and the transactions contemplated hereby: (i) do not and will not violate any law or regulation; (ii) do not and will not violate any order, decree or judgment by which any Borrower is bound; (iii) do not and will not violate or conflict with, result in a breach of or constitute (with notice, lapse of time, or otherwise) a default under any material agreement, mortgage, indenture or other contractual obligation to which any Borrower is a party, or by which any Borrower’s properties are bound; or (iv) do not and will not result in the creation or imposition of any lien upon any property or assets of any Borrowerequity.

Representations and Warranties; No Defaults. Each Borrower hereby represents and warrants to Lenders, LC Issuer Lenders and Administrative Agent that the following are true and correct as of the date of this ModificationAmendment: (a) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, the representations and warranties of each Borrower contained in the Agreement are true and correct on and as of the date of this Modification Amendment as if made on and as of such date, unless stated to relate to a specific earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date; (b) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, all financial statements and information of Borrowers provided to Administrative Agent and Lenders are true, accurate and complete in all material respects as of the date of, and for the periods covered by, such financial statements and information; (c) neither this Modification Amendment nor any other document, certificate or written statement furnished to Administrative Agent and/or Lenders or to special counsel to Administrative Agent by or on behalf of any Borrower in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading; (d) each Borrower has full power and authority (i) to execute, deliver and perform this ModificationAmendment, and (ii) to incur the obligations provided for herein and therein, all of which have been duly authorized by all necessary and proper action by each Borrower; (e) no consent, waiver or authorization of, or filing with, any person, entity or governmental authority is required to be made or obtained by any Borrower in connection with the execution, delivery, performance, validity or enforceability of this ModificationAmendment; (f) this Modification Amendment constitutes the legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms; (g) giving effect to the changes to the Agreement contemplated by this ModificationAmendment, no Unmatured Default nor Default has occurred and is continuing; (h) no event has occurred which would have a Material Adverse Effect; and (i) the execution and delivery by Borrowers of this Modification Amendment and the performance by Borrowers of this Modification Amendment and the transactions contemplated hereby: (i) do not and will not violate any law or regulation; (ii) do not and will not violate any order, decree or judgment by which any Borrower is bound; (iii) do not and will not violate or conflict with, result in a breach of or constitute (with notice, lapse of time, or otherwise) a default under any material agreement, mortgage, indenture or other contractual obligation to which any Borrower is a party, or by which any Borrower’s 's properties are bound; or (iv) do not and will not result in the creation or imposition of any lien upon any property or assets of any Borrower.

Representations and Warranties; No Defaults. Each Borrower hereby represents (i) Both before and warrants after giving effect to Lenders, LC Issuer and Administrative Agent that any Advance the following are statements shall be true and correct as of the date of this Modificationcorrect: (aA) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, the representations and warranties of set forth in each Borrower contained Loan Document shall, in the Agreement are each case, be true and correct on and as of in all material respects with the date of this Modification same effect as if then made on and as of such date, (unless stated to relate solely to a specific an earlier date, in which case they were true, such representations and warranties shall be true and correct and complete in all material respects on and as of such earlier date; (b) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, all financial statements and information of Borrowers provided to Administrative Agent and Lenders are true, accurate and complete in all material respects as of the date of, and for the periods covered by, such financial statements and information;earlier date); and (cB) neither this Modification nor any other documentno Facility Default, certificate Facility Event of Default, or written statement furnished to Administrative Agent and/or Lenders or to special counsel to Administrative Agent by or on behalf of any Borrower in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein Servicer Replacement Event shall have then occurred and therein not misleading;be continuing. (d) each Borrower has full power and authority (i) to execute, deliver and perform this Modification, and (ii) to incur The Agent shall have received a certificate from an Authorized Officer of each of the obligations provided for herein Applicable Aircraft Subsidiaries and therein, all the Borrower dated as of which have been duly authorized by all necessary and proper action by each Borrower;the applicable Transfer Date that: (eA) no consentall representations and warranties made by it herein or in any of the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects as though made at such time, waiver provided however, if representations or authorization ofwarranties shall not be true and correct in all material respects at such time, or filing withsuch certificate shall specifically identify the representations and warranties that cannot be remade and the Agent shall then determine, any personin its sole discretion, entity or governmental authority is required to if such representations and warranties shall be waived and if the proposed Advance shall be made or obtained by any Borrower in connection with the execution, delivery, performance, validity or enforceability of this Modification;on such Transfer Date; and (fB) this Modification constitutes the legalthere exists no Collateral Deficiency (or that, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms; (g) after giving effect to the changes Aircraft being added to the Agreement contemplated Portfolio on such Transfer Date and any prepayment, if any, made by this Modification, the Borrower on such Transfer Date no Unmatured Default nor Default has occurred and is continuing; (h) no event has occurred which would have a Material Adverse EffectCollateral Deficiency will exist); and (iC) no law, regulation, ruling or other governmental action shall be in effect or have occurred which, to the execution Borrower’s or the Applicable Aircraft Subsidiary’s knowledge (as applicable), would prevent the Borrower, the Applicable Aircraft Subsidiary, or, to the Borrower’s or the Applicable Aircraft Subsidiary’s knowledge, any Lessee, from performing in all material respects their respective obligations under the Loan Documents and delivery by Borrowers of this Modification and the performance by Borrowers of this Modification and the transactions contemplated hereby: (i) do not and will not violate any law or regulationLease Documents to which they are a party; (ii) do not and will not violate any order, decree or judgment by which any Borrower is bound; and (iii) do The Agent shall have received a certificate from an Authorized Officer of each Servicer (and in the case of a certificate delivered by BBAM, as Servicer, as to itself and BBAM Europe) dated as of the applicable Transfer Date that: (A) all representations and warranties of such Servicer contained in any of the Loan Documents or otherwise made in writing in connection therewith shall be true and correct in all material respects as though made at such time; provided however, if representations or warranties shall not be true and will not violate or conflict with, result correct in a breach of or constitute (with notice, lapse of all material respects at such time, such certificate shall specifically identify the representations and warranties that cannot be remade and the Agent shall then determine, in its sole discretion, if such representations and warranties shall be waived and if the proposed Advance shall be made on such Transfer Date; (B) such Servicer has no knowledge of any of the representations and warranties of the Borrower contained in any Loan Document being untrue or otherwise) a default under incorrect in any material agreementrespect at the time made or deemed made; provided however, mortgageif such Servicer has knowledge of any such representation or warranty being untrue or incorrect at the time made or deemed made, indenture such Servicer shall disclose such untrue or incorrect representations and warranties or representations or warranties that would be untrue or incorrect if made), and the Agent shall then determine, in its sole discretion, if such representations and warranties shall be waived and if the proposed Advance shall be made on such Transfer Date; (C) there exists no Servicer Replacement Event and there exists no Facility Event of Default; provided, however, with respect to Facility Events of Default described in Section 9.01(h)(ii) or (iii) with respect to any Aircraft Subsidiary, to the knowledge of such Servicer (D) there exists no Collateral Deficiency (or that, after giving effect to the Aircraft being added to the Portfolio on such Transfer Date and any prepayment, if any, made by the Borrower on such Transfer Date no Collateral Deficiency will exist); and (E) no law, regulation, ruling or other contractual obligation to governmental action shall be in effect or have occurred which any Borrower is a party, or by which any Borrower’s properties are bound; or (iv) do not and will not result would prevent such Servicer from performing in all material respects its obligations under the creation or imposition of any lien upon any property or assets of any BorrowerServicing Agreement.

Representations and Warranties; No Defaults. Each In order to induce the Bank to enter into this Modification so as to amend the Agreement as set forth herein, the Borrower hereby represents and warrants to Lenders, LC Issuer and Administrative Agent that the following are true and correct as of the date of this ModificationBank that: (a) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, the The representations and warranties of each the Borrower contained in the Agreement as modified by this Modification are true true, correct and correct complete on and as of the date of this Modification as if made on and as of such date, date unless stated to relate to a specific earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date;. (b) except as otherwise disclosed No Event of Default exists and no event or condition exists which, with the passage of time or the giving or receipt of notice, would constitute an Event of Default. (c) All financial statements of the Borrower provided to the Lenders, Administrative Agent and LC Issuer, all financial statements and information Bank since the date of Borrowers provided to Administrative Agent and Lenders the Agreement are true, accurate and complete in all material respects as of the date of, and for the periods covered by, such financial statements and information;statements. (cd) neither The Borrower has full power and authority to (i) make the borrowings contemplated by the Agreement as modified by this Modification, (ii) execute, deliver and perform this Modification, (iii) perform the Agreement as modified by this Modification, and (iv) to incur the obligations provided for herein and in the Agreement as modified by this Modification, all of which have been duly authorized by all necessary and proper corporate action of the Borrower. (e) No consent, waiver or authorization of, or filing with, any Person is required to be made or obtained by the Borrower in connection with the borrowings under the Agreement as modified by this Modification or the execution, delivery, performance, validity or enforceability of this Modification and the Agreement as modified by this Modification. (f) This Modification and the Agreement as modified by this Modification constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms. (g) Neither this Modification nor any other document, certificate or written statement furnished to Administrative Agent and/or Lenders the Bank or to special counsel to Administrative Agent the Bank by or on behalf of any the Borrower in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading; (d) each Borrower has full power and authority (i) to execute, deliver and perform this Modification, and (ii) to incur the obligations provided for herein and therein, all of which have been duly authorized by all necessary and proper action by each Borrower; (e) no consent, waiver or authorization of, or filing with, any person, entity or governmental authority is required to be made or obtained by any Borrower in connection with the execution, delivery, performance, validity or enforceability of this Modification; (f) this Modification constitutes the legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms; (g) giving effect to the changes to the Agreement contemplated by this Modification, no Unmatured Default nor Default has occurred and is continuing;. (h) no event has occurred which would have a Material Adverse Effect; and (i) the The execution and delivery by Borrowers the Borrower of this Modification and the performance by Borrowers the Borrower of this Modification and the transactions contemplated herebyAgreement as modified by this Modification: (i) do not and will not violate any law or regulationrequirement of law; (ii) do not and will not violate any order, decree or judgment by which any the Borrower is bound; (iii) do not and will not violate or conflict with, result in a breach of or constitute (with notice, lapse of time, or otherwise) a default under any material agreement, mortgage, indenture or other contractual obligation to which any the Borrower is a party, or by which any the Borrower’s properties are bound; or (iv) do not and will not result in the creation or imposition of any lien Lien upon any property or assets of any the Borrower; or (v) do not and will not violate the articles of incorporation or code of regulations of the Borrower.

Representations and Warranties; No Defaults. Each Borrower Loan Party, by executing this Amendment, hereby represents certifies and warrants to Lenders, LC Issuer and Administrative Agent confirms that the following are true and correct as of the date hereof and after giving effect to this Amendment: (i) the execution, delivery and performance of this Modification: Amendment and any and all other documents executed and/or delivered in connection herewith have been authorized by all requisite corporate action on the part of such Loan Party and will not violate such Loan Party’s organizational documents; (aii) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, the representations and warranties of each Borrower such Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the date of this Modification as if made on and as of such date, unless stated specific dates or times referred to relate to a specific earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date; (b) except as otherwise disclosed to the Lenders, Administrative Agent and LC Issuer, all financial statements and information of Borrowers provided to Administrative Agent and Lenders are true, accurate and complete in all material respects as of the date of, and for the periods covered by, such financial statements and information; (c) neither this Modification nor any other document, certificate or written statement furnished to Administrative Agent and/or Lenders or to special counsel to Administrative Agent by or on behalf of any Borrower in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading; (d) each Borrower has full power and authority (i) to execute, deliver and perform this Modification, and (ii) to incur the obligations provided for herein and therein, all of which have been duly authorized by all necessary and proper action by each Borrower; (e) no consent, waiver or authorization of, or filing with, any person, entity or governmental authority is required to be made or obtained by any Borrower in connection with the execution, delivery, performance, validity or enforceability of this Modification; (f) this Modification constitutes the legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms; (g) giving effect to the changes to the Agreement contemplated by this Modification, no Unmatured Default nor Default has occurred and is continuing; (h) no event has occurred which would have a Material Adverse Effect; and (i) the execution and delivery by Borrowers of this Modification and the performance by Borrowers of this Modification and the transactions contemplated hereby: (i) do not and will not violate any law or regulation; (ii) do not and will not violate any order, decree or judgment by which any Borrower is bound); (iii) do not the execution, delivery and performance of this Amendment and any and all other documents executed and/or delivered in connection herewith will not violate or conflict with, result in a breach of or constitute (with notice, lapse a Default or Event of time, Default under the Credit Agreement or otherwise) a default under require any material agreement, mortgage, indenture consent order or other contractual obligation to which any Borrower is a party, or by which any Borrower’s properties are bound; or (iv) do not and will not result in the creation or imposition of any lien lien, charge or encumbrance upon any property or assets of any BorrowerLoan Party or any of its properties that may be bound or affected (except for liens, charges or encumbrances in favor of the Lenders); (iv) such Loan Party has performed and complied with all covenants and conditions of the Credit Agreement and the other Loan Documents and no Event of Default or Default under the Credit Agreement has occurred and is continuing or exists which will not be cured by the execution and effectiveness of this Amendment; (v) the Credit Agreement (as amended by this Amendment) and all other Loan Documents are and remain legal, valid, binding and enforceable obligations in accordance with the terms thereof; and (vi) as of the date hereof, there has been no material adverse change in the financial condition of any Loan Party from that reflected in the most recent financial statements of the Loan Parties delivered or made available to the Administrative Agent.