Extension, Amendment or Replacement of Leases. (a) Except as provided by this Section 10.9 (and in any case subject to the limitations of Section 10.7), the Borrower shall not allow any Borrower Subsidiary to transfer, assign, extend, amend, replace, or waive any term of, or otherwise modify any Lease, in any way that may cause such Lease to no longer constitute an Eligible Lease, or that would have a material adverse effect on the validity, perfection or priority of the security interest of the Collateral Agent therein. (b) Upon the termination of any Lease with respect to any Aircraft, the Borrower shall cause the applicable Borrower Subsidiary to use its reasonable commercial efforts to renew such Lease or lease such Aircraft to another Eligible Carrier pursuant to an Eligible Lease and otherwise in compliance with the terms of the Servicing Agreement. No such renewal or additional Lease shall be permitted if it would constitute a Lessee Limitation Event. (c) Upon execution of any renewal or replacement Lease, the Borrower or the applicable Borrower Subsidiary shall deliver: (i) to the Collateral Agent, and only if the Lease is with a Lessor organized under the laws of a State (or the District of Columbia) within the United States within the meaning of Article 9 of the UCC, the Chattel Paper Original of such renewal or replacement Lease; (ii) to the Collateral Agent, a Notice and Acknowledgment with respect to such Lease; (iii) to the Collateral Agent and the Administrative Agent, certificates of insurance from qualified brokers of aircraft insurance or other evidence satisfactory to the Administrative Agent, evidencing all insurance required to be maintained by the applicable Obligor together with endorsements naming (i) the Collateral Agent, for the benefit of the Administrative Agent and the Lenders, as a “contract party” and listing the relevant Transaction Documents as “contracts” for purposes of certificates incorporating ▇▇▇▇▇’▇ AVN67B endorsements or similar language or as “loss payee” or as an “additional insured”, if applicable and (ii) each of the Borrower, the Borrower Subsidiary that is the owner, or lessor, of such Aircraft, the Collateral Agent and the Administrative Agent, on behalf of the Lenders, as an additional insured; (iv) to the Administrative Agent, promptly and in any case within 15 days, a copy of such Lease, and an amended and restated Schedule III hereto incorporating all information required under such schedule with respect to such renewed or replacement Lease; and (v) to the Collateral Agent, with respect to any renewal or replacement Lease, copies of such legal opinions with regard to compliance with the registration requirements of the relevant jurisdiction, enforceability of such Lease and such other Eighth Amended and Restated Credit Agreement 135 #4890-1996-9475v9 matters customary for such transactions to the extent that receiving such legal opinions is consistent with Leasing Company Practice. (d) The Borrower shall, and shall cause each applicable Borrower Subsidiary to, in each case, whether directly or through the Servicer, commence the negotiation of any commitment for an Eligible Lease or Leases in a manner consistent with the practices employed by the Servicer with respect to its aircraft operating leasing services business generally and in accordance with the terms of the Servicing Agreement.
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Extension, Amendment or Replacement of Leases. (a) Except as provided by this Section 10.9 (and in any case subject to the limitations of Section 10.7), the The Borrower shall not allow any Borrower Subsidiary to transfer, assign, extend, amend, replace, or waive any term of, or otherwise modify any Lease, in any way that may (i) would cause such Lease to no longer constitute an Eligible Lease, or that (ii) would have a material an adverse effect on the validity, perfection or priority of the security interest of the Collateral Agent therein, or (iii) would create an Overconcentration Amount or cause an increase in the Overconcentration Amount.
(b) Upon the termination of any Lease with respect to any Aircraft, the Borrower shall cause the applicable Borrower Subsidiary to use its reasonable commercial efforts to renew such Lease or lease such Aircraft to another Eligible Carrier pursuant to an Eligible Lease and otherwise in compliance with the terms of the Servicing Agreement. No such renewal or additional Lease shall be permitted if it would constitute a Lessee Limitation Event.
(c) Upon execution of any renewal or replacement Lease, the Borrower or the applicable Borrower Subsidiary shall deliver:
(i) to the Collateral Agent, and only if the Lease is with a Lessor organized under the laws of a State (or the District of Columbia) within the United States within the meaning of Article 9 of the UCC, the Chattel Paper Original of such renewal or replacement Lease;
(ii) to the Collateral Agent, with a copy to the Administrative Agent and each of the Class A Lenders, a Notice and Acknowledgment with respect to such Lease;
(iii) to the Collateral Agent, the Administrative Agent and each of the Administrative AgentClass A Lenders, certificates of insurance from qualified brokers of aircraft insurance or other evidence satisfactory to the Administrative AgentAgent and each of the Class A Lenders, evidencing all insurance required to be maintained by the applicable Obligor together with endorsements naming (iA) the Collateral Agent, for the benefit of itself, the Administrative Agent and the Class A Lenders, as a “contract party” and listing the relevant Transaction Documents as “contracts” for purposes of certificates incorporating ▇▇▇▇▇’▇ Lloyd’s AVN67B or AVN67C endorsements or similar language or as “loss payee” or as an “additional insured”, if applicable and (iiB) each of the Borrower, the Borrower Subsidiary that is the owner, or lessor, of such Aircraft, the Collateral Agent and the Administrative Agent, on behalf of the Class A Lenders, as an additional insured;
(iv) to the Administrative Agent, with a copy to the Collateral Agent, promptly and in any case within 15 days, a copy of such Lease, and an amended and restated Schedule III hereto incorporating all information required under such schedule with respect to such renewed or replacement Lease; and
(v) to the Collateral Agent and the Administrative Agent, with respect to any renewal or replacement Lease, copies of such legal opinions with regard to compliance with the registration requirements of the relevant jurisdiction, enforceability of such Lease and such other Eighth Amended and Restated Credit Agreement 135 #4890-1996-9475v9 matters customary for such transactions transactions, in each case, in form and substance satisfactory to the extent that receiving such legal opinions is consistent with Leasing Company PracticeClass A Lenders.
(d) The Borrower shall, and shall cause each applicable Borrower Subsidiary to, in each case, whether directly or through the Servicer, commence the negotiation of any commitment for an Eligible Lease or Leases in a manner consistent with the practices employed by the Servicer with respect to its aircraft operating leasing services business generally and in accordance with the terms of the Servicing Agreement.
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