Common use of Transaction Approval Requirements Clause in Contracts

Transaction Approval Requirements. (a) Consistent with the overall business objectives of the Serviced Group Members with respect to the Aircraft Assets and with the delegation to the Servicers by each Serviced Group Member of a practicable and workable level of autonomy, responsibility and authority regarding the performance of the Services, the Servicers shall not do any of the following without the prior approval of the relevant Serviced Group Member: (i) lease (or any renewal or extension of an existing Lease), sell (or enter into any commitment or agreement to lease or sell) or otherwise dispose of such Aircraft Asset (excluding any sale or exchange of any Engine, parts or components thereof or aircraft or engine spare parts or ancillary equipment or devices furnished therewith); (ii) terminate any Lease except in the case of an actual or likely lessee default, bankruptcy or insolvency; (iii) enter into any contract for the modification or maintenance of such Aircraft Assets outside the ordinary course of the relevant Serviced Group Member's business; (iv) on behalf of any Serviced Group Member, enter into any capital commitment to acquire, confirm any order or commitment to acquire, or acquire, any aircraft or, engines (except replacement engines) with any aircraft or engine manufacturers; and (v) make or consent to any material modification that is not consistent with the Minimum Lease Provisions (to the extent that either Servicer has any right to make, consent to, or prevent any modification) to any required insurance or cause any Aircraft to be employed in any place or in any manner or for any purpose inconsistent with the terms of or outside the coverage provided by any required insurance; (b) Any transaction entered into by the Servicers for the benefit of any Serviced Group Member shall be on an arm's length basis and on then current market terms, unless otherwise agreed by the relevant Serviced Group Member or directed by any Serviced Group Member in accordance with Section 2.04(a) hereof or otherwise permitted by Section 2.04(b) hereof. The transaction approval requirements (the "Transaction Approval Requirements") set forth in this Section 2.05 may be amended only by mutual agreement of the Servicers and the Serviced Group Members; provided, that no amendment shall reduce or circumscribe the delegation to the Servicers of the level of autonomy, authority and responsibility contemplated by these Transaction Approval Requirements with respect to the performance of the Services.

Transaction Approval Requirements. (a) Consistent with the overall business objectives of the Serviced AerCo Group Members with respect to the Aircraft Assets Assets, and with the delegation to the Servicers Servicer by each Serviced AerCo Group Member of a practicable and workable level of autonomy, responsibility and authority regarding the performance of the Services, the Servicers Servicer shall not do any of the following without the express prior written approval of the relevant Serviced Group MemberAerCo: (i) lease except as required in accordance with the terms of any Lease existing as of the date hereof, sell (or enter into any agreement to sell or grant any option for a Lessee or any other party to acquire) or otherwise dispose of any Aircraft or any engine; (ii) enter into any new Lease (or any renewal or extension of an existing Lease), sell (or enter into any commitment or agreement to lease or sell) or otherwise dispose of such an Aircraft Asset if such Lease shall not comply with the covenants of the Indenture (excluding as summarized or set forth in Annex 2 hereto) and any sale amendments, modifications or exchange of any Engine, parts supplements thereto or components such other covenants specifically relating to Leases as AerCo shall identify to the Servicer in writing and provide the Servicer with copies thereof or aircraft or engine spare parts or ancillary equipment or devices furnished therewith); (ii) terminate with any Lease except in the case of an actual or likely lessee default, bankruptcy or insolvencyexpress direction issued by AerCo as contemplated by this Agreement; (iii) terminate any Lease or Leases to any single Lessee or related Lessees with respect to any Aircraft having an aggregate depreciated net book value on the books of the relevant Person in AerCo Group in excess of $100,000,000; (iv) unless provided for in the then current Approved Budget, enter into any contract for the modification, maintenance or refurbishment of any Aircraft (A) if the costs to be incurred thereunder by AerCo Group exceed the greater of (1) the estimated aggregate cost of a heavy maintenance "D" check for the airframe and the equivalent for engines for Aircraft of the type in question and (2) the amount of the available maintenance reserve or other collateral received and available under the applicable Lease or (B) if such modification or maintenance of such Aircraft Assets shall be outside the ordinary course of the relevant Serviced Group MemberAerCo Group's business; (ivv) enter into on behalf of AerCo or any Serviced Group Memberof the Subsidiaries, enter into any capital commitment to acquire, or confirm any order or commitment to acquire, or acquireacquire on behalf of AerCo Group, any aircraft or, Aircraft or engines (except replacement engines) with any aircraft or engine manufacturers; andmanufacturers or other third party; (vvi) make issue any guarantee on behalf of, or consent otherwise pledge the credit of any Person within, AerCo Group other than guarantees by a member of AerCo Group of the Lease obligations of another member of AerCo Group and other than with respect to trade payables in the ordinary course of AerCo Group's business; (vii) enter into any material modification that agreement for a particular service costing in excess of $50,000 for such service to be provided in respect of Aircraft Assets by third parties, the cost of which is not consistent with the Minimum Lease Provisions (to be borne by AerCo Group, except in each case to the extent that either the same is an Aircraft Asset Expense provided for in the then applicable Approved Budget; (viii) on behalf of any Person within AerCo Group enter into, amend or grant a waiver with respect to any transaction with the Servicer has or any right to makeof its Affiliates including without limitation for the acquisition, consent sale or lease of any Aircraft Assets from or to, or prevent the obtaining or provision of services by, any modificationsuch Person; or (ix) to enter into any required insurance agreement or cause any Aircraft to be employed in any place or in any manner or for any purpose commitment which is inconsistent with the terms of or outside the coverage provided any express direction issued by any required insurance;AerCo as contemplated by this Agreement. (b) Any transaction entered into by the Servicers for the benefit Servicer on behalf of any Serviced Person or Persons within AerCo Group Member (other than with another Person within AerCo Group) shall be on an arm's length basis and on then current fair market value terms, unless otherwise agreed by the relevant Serviced Group Member AerCo or directed by any Serviced Group Member AerCo in accordance with Section 2.04(a7.02. (c) hereof or otherwise permitted by Section 2.04(b) hereof. The transaction approval requirements (the "Transaction Approval RequirementsTRANSACTION APPROVAL REQUIREMENTS") set forth in this Section 2.05 7.05 may only be amended only by mutual agreement of the Servicers parties, and the Serviced Group Members; provided, that no amendment shall not in any event be amended to reduce or circumscribe the delegation to the Servicers Servicer of the level of autonomy, authority and responsibility contemplated by these the Transaction Approval Requirements with respect to the performance of the Services.

Transaction Approval Requirements. (a) Consistent with the overall business objectives of the Serviced AerCo Group Members with respect to the Aircraft Assets Assets, and with the delegation to the Servicers Servicer by each Serviced AerCo Group Member of a practicable and workable level of autonomy, responsibility and authority regarding the performance of the Services, the Servicers Servicer shall not do any of the following without the express prior written approval of the relevant Serviced Group MemberAerCo: (i) lease except as required in accordance with the terms of any Lease existing as of the date hereof, sell (or enter into any agreement to sell or grant any option for a Lessee or any other party to acquire) or otherwise dispose of any Aircraft or any engine; (ii) enter into any new Lease (or any renewal or extension of an existing Lease), sell (or enter into any commitment or agreement to lease or sell) or otherwise dispose of such an Aircraft Asset if such Lease shall not comply with the covenants of the Indenture (excluding as summarized or set forth in Annex 2 hereto) and any sale amendments, modifications or exchange of any Engine, parts supplements thereto or components such other covenants specifically relating to Leases as AerCo shall identify to the Servicer in writing and provide the Servicer with copies thereof or aircraft or engine spare parts or ancillary equipment or devices furnished therewith); (ii) terminate with any Lease except in the case of an actual or likely lessee default, bankruptcy or insolvencyexpress direction issued by AerCo as contemplated by this Agreement; (iii) terminate any Lease or Leases to any single Lessee or related Lessees with respect to any Aircraft having an aggregate depreciated net book value on the books of the relevant Person in AerCo Group in excess of $100,000,000; (iv) unless provided for in the then current Approved Budget, enter into any contract for the modification, maintenance or refurbishment of any Aircraft (A) if the costs to be incurred thereunder by AerCo Group exceed the greater of (1) the estimated aggregate cost of a heavy maintenance "D" check for the airframe and the equivalent for engines for Aircraft of the type in question and (2) the amount of the available maintenance reserve or other collateral received and available under the applicable Lease or (B) if such modification or maintenance of such Aircraft Assets shall be outside the ordinary course of the relevant Serviced Group MemberAerCo Group's business; (ivv) enter into on behalf of AerCo or any Serviced Group Memberof the Subsidiaries, enter into any capital commitment to acquire, or confirm any order or commitment to acquire, or acquireacquire on behalf of AerCo Group, any aircraft or, Aircraft or engines (except replacement engines) with any aircraft or engine manufacturers; andmanufacturers or other third party; (vvi) make issue any guarantee on behalf of, or consent otherwise pledge the credit of any Person within, AerCo Group other than guarantees by a member of AerCo Group of the Lease obligations of another member of AerCo Group and other than with respect to trade payables in the ordinary course of AerCo Group's business; (vii) enter into any material modification that agreement for a particular service costing in excess of $50,000 for such service to be provided in respect of Aircraft Assets by third parties, the cost of which is not consistent with the Minimum Lease Provisions (to be borne by AerCo Group, except in each case to the extent that either the same is an Aircraft Asset Expense provided for in the then applicable Approved Budget; or (viii) on behalf of any Person within AerCo Group enter into, amend or grant a waiver with respect to any transaction with the Servicer has or any right to makeof its Affiliates including without limitation for the acquisition, consent sale or lease of any Aircraft Assets from or to, or prevent the obtaining or provision of services by, any modificationsuch Person; or (ix) to enter into any required insurance agreement or cause any Aircraft to be employed in any place or in any manner or for any purpose commitment which is inconsistent with the terms of or outside the coverage provided any express direction issued by any required insurance;AerCo as contemplated by this Agreement. (b) Any transaction entered into by the Servicers for the benefit Servicer on behalf of any Serviced Person or Persons within AerCo Group Member (other than with another Person within AerCo Group) shall be on an arm's length basis and on then current fair market value terms, unless otherwise agreed by the relevant Serviced Group Member AerCo or directed by any Serviced Group Member AerCo in accordance with Section 2.04(a7.02. (c) hereof or otherwise permitted by Section 2.04(b) hereof. The transaction approval requirements (the "Transaction Approval RequirementsTRANSACTION APPROVAL REQUIREMENTS") set forth in this Section 2.05 7.05 may only be amended only by mutual agreement of the Servicers parties, and the Serviced Group Members; provided, that no amendment shall not in any event be amended to reduce or circumscribe the delegation to the Servicers Servicer of the level of autonomy, authority and responsibility contemplated by these the Transaction Approval Requirements with respect to the performance of the Services.

Transaction Approval Requirements. (a) Consistent with the overall business objectives of the Serviced Group Members with respect to the Aircraft Assets and with the delegation to the Servicers Servicer by each Serviced Group Member of a practicable and workable level of autonomy, responsibility and authority regarding the performance of the Services, the Servicers Servicer shall not do any of the following without the prior approval of the relevant Serviced Group Member (and shall not, for the avoidance of doubt, have any authority to grant any such approval on behalf of such Serviced Group Member:): (i) lease (or any renewal or extension of an existing Lease), sell (or enter into any commitment or agreement to lease or sell) or otherwise dispose of such Aircraft Asset (excluding any sale or exchange of any Engine, parts or components thereof or aircraft or engine spare parts or ancillary equipment or devices furnished therewith); (ii) terminate any Lease except in the case of an actual or likely lessee default, bankruptcy or insolvency; (iii) enter into any contract for the modification or maintenance of such Aircraft Assets outside the ordinary course of the relevant Serviced Group Member's business; (iv) on behalf of any Serviced Group Member, enter into any capital commitment to acquire, confirm any order or commitment to acquire, or acquire, any aircraft or, engines (except replacement engines) with any aircraft or engine manufacturers; and (v) make or consent to any material modification that is not consistent with the Minimum Lease Provisions (to the extent that either the Servicer has any right to make, consent to, or prevent any modification) to any required insurance or cause any Aircraft to be employed in any place or in any manner or for any purpose inconsistent with the terms of or outside the coverage provided by any required insurance; (b) Any transaction entered into by the Servicers Servicer for the benefit of any Serviced Group Member shall be on an arm's length basis and on then current market terms, unless otherwise agreed by the relevant Serviced Group Member or directed by any Serviced Group Member in accordance with Section 2.04(a) hereof or otherwise permitted by Section 2.04(b) hereof. The transaction approval requirements (the "Transaction Approval Requirements") set forth in this Section 2.05 may be amended only by mutual agreement of the Servicers Servicer and the Serviced Group Members; provided, that no amendment shall reduce or circumscribe the delegation to the Servicers Servicer of the level of autonomy, authority and responsibility contemplated by these Transaction Approval Requirements with respect to the performance of the Services.