Common use of Request for Authority Clause in Contracts

Request for Authority. (a) Subject to Section 7.03(b), if the Servicer wishes to take or approve any action which it is not expressly authorized under this Agreement to take or approve, it shall request authority from AerCo to take or approve the action. The Servicer's request for authority shall be in writing, and shall include a reasonably detailed explanation of the reason for the request. If on or prior to the earlier of (i) the last day for a response by AerCo as specified by the Servicer in its request (being not less than 5 Business Days after the request) or (ii) the day following the next meeting of the Directors following the request, AerCo does not expressly refuse such request and no Referral Notice has issued in respect of it, the Servicer shall be deemed to be authorized in writing to take or to approve such action on behalf of AerCo Group following notification in writing to AerCo of the Servicer's intention to proceed in accordance with its request. For the avoidance of doubt, this Section 7.03 does not permit the Servicer to take or approve any action which it is expressly required not to take or approve under this Agreement. (b) If the Servicer reasonably determines that an action to protect the interests of AerCo Group is required before the expiration of the relevant time period specified in Section 7.03(a), then the Servicer shall notify the Directors of such determination and, unless otherwise directed by the Directors and provided no Referral Notice has issued, the action proposed may be deemed to be authorized in writing on behalf of AerCo Group following notification in writing to AerCo of the Servicer's intention to proceed in accordance with its request. (c) In relation to each payment required to be made in relation to an Aircraft Asset and not authorized under any other provision of this Agreement, the Servicer will submit a certificate to the Administrative Agent with a copy to the Directors giving reasonable details and confirming that any required authorization for such payment pursuant to this Agreement has been obtained. (d) In relation to any proposal, or proposed action, compromise, restructuring or incurring of expenses ("SERVICER PROPOSAL") which is referred or notified to AerCo by the Servicer under Section 7.03(a), 7.03(b) or 7.04(h) of this Agreement, or under Sections 1.01(c)(iv) or 1.05 of Schedule 2.02(a), any Director may issue a notice (a "REFERRAL NOTICE") requiring the relevant matter to be determined by the Board of Directors. If a Referral Notice is issued in relation to a Servicer Proposal, the Servicer Proposal may not be carried out by the Servicer unless it has been approved by the Board of Directors.

Request for Authority. (a) Subject to Section 7.03(b), if the Servicer wishes to take or approve any action which it is not expressly authorized under this Agreement to take or approve, it shall request authority from AerCo to take or approve the action. The Servicer's request for authority shall be in writing, and shall include a reasonably detailed explanation of the reason for the request. If on or prior to the earlier of (i) the last day for a response by AerCo as specified by the Servicer in its request (being not less than 5 Business Days after the request) or (ii) the day following the next meeting of the Directors following the request, AerCo does not expressly refuse such request and no Referral Notice has issued in respect of it, the Servicer shall be deemed to be authorized in writing to take or to approve such action on behalf of AerCo Group following notification in writing to AerCo of the Servicer's intention to proceed in accordance with its request. For the avoidance of doubt, this Section 7.03 does not permit the Servicer to take or approve any action which it is expressly required not to take or approve under this Agreement. (b) If the Servicer reasonably determines that an action to protect the interests of AerCo Group is required before the expiration of the relevant time period specified in Section 7.03(a), then the Servicer shall notify the Directors of such determination and, unless otherwise directed by the Directors and provided no Referral Notice has issued, the action proposed may be deemed to be authorized in writing on behalf of AerCo Group following notification in writing to AerCo of the Servicer's intention to proceed in accordance with its request. (c) In relation to each payment required to be made in relation to an Aircraft Asset and not authorized under any other provision of this Agreement, 30 39 the Servicer will submit a certificate to the Administrative Agent with a copy to the Directors giving reasonable details and confirming that any required authorization for such payment pursuant to this Agreement has been obtained. (d) In relation to any proposal, or proposed action, compromise, restructuring or incurring of expenses ("SERVICER PROPOSAL") which is referred or notified to AerCo by the Servicer under Section 7.03(a), 7.03(b) or 7.04(h) of this Agreement, or under Sections 1.01(c)(iv) or 1.05 of Schedule 2.02(a), any Director may issue a notice (a "REFERRAL NOTICE") requiring the relevant matter to be determined by the Board of Directors. If a Referral Notice is issued in relation to a Servicer Proposal, the Servicer Proposal may not be carried out by the Servicer unless it has been approved by the Board of Directors.

Request for Authority. (a) Subject to Section 7.03(b), if the Servicer wishes to take or approve any action which it is not expressly authorized under this Agreement to take or approve, it shall request authority from AerCo to take or approve the action. The Servicer's request for authority shall be in writing, and shall include a reasonably detailed explanation of the reason for the request. If on or prior to the earlier of (i) the last day for a response by AerCo as specified by the Servicer in its request (being not less than 5 Business Days after the request) or (ii) the day following the next meeting of the Directors following the request, AerCo does not expressly refuse such request and no Referral Notice has issued in respect of it, the Servicer shall be deemed to be authorized in writing to take or to approve such action on behalf of AerCo Group following notification in writing to AerCo of the Servicer's intention to proceed in accordance with its request. For the avoidance of doubt, this Section 7.03 does not permit the Servicer to take or approve any action which it is expressly required not to take or approve under this Agreement. (b) If the Servicer reasonably determines that an action to protect the interests of AerCo Group is required before the expiration of the relevant time period specified in Section 7.03(a), then the Servicer shall notify the Directors of such determination and, unless otherwise directed by the Directors and provided no Referral Notice has issued, the action proposed may be deemed to be authorized in writing on behalf of AerCo Group following notification in writing to AerCo of the Servicer's intention to proceed in accordance with its request. (c) In relation to each payment required to be made in relation to an Aircraft Asset and not authorized under any other provision of this Agreement, the Servicer will submit a certificate to the Administrative Agent with a copy to the Directors giving reasonable details and confirming that any required authorization for such payment pursuant to this Agreement has been obtained. (d) In relation to any proposal, or proposed action, compromise, restructuring or incurring of expenses ("SERVICER PROPOSAL") which is referred or notified to AerCo by the Servicer under Section 7.03(a), 7.03(b) or 7.04(h) of this Agreement, or under Sections 1.01(c)(iv) or 1.05 of Schedule 2.02(a), any Director may issue a notice (a "REFERRAL NOTICE") requiring the relevant matter to be determined by the Board of Directors. If a Referral Notice is issued in relation 30 37 to a Servicer Proposal, the Servicer Proposal may not be carried out by the Servicer unless it has been approved by the Board of Directors.