Transaction Approval Requirements Sample Clauses

Transaction Approval Requirements. (a) The Servicer shall not do any of the following without the approval of the Borrower or applicable Person in the Serviced Group: 9 (i) Except as required in accordance with the terms of any Portfolio Documents (or any other agreement with the Asset Lessee or Loan Asset Borrower) and in any event in accordance with the terms and conditions of the Loan Documents, sell (or enter into any commitment or agreement to sell) or otherwise transfer or dispose of any Asset (excluding any sale or exchange of spare parts or ancillary equipment or devices furnished therewith) forming part of the Assets; provided, however, that, the Servicer may transfer title or another interest in an Asset, or cause an Owned Asset to be subject to an Asset Lease: (A) to or in favor of a trust or an entity for the purpose of addressing tax, regulatory or other objectives under the laws of an applicable jurisdiction so long as a Person in the Serviced Group retains the beneficial or economic ownership of such Asset; (B) from such trust or entity to a Person within the Serviced Group or (C) within or among the Persons in the Serviced Group without limitation (provided that a Person in the Serviced Group retains the beneficial or economic ownership of such Asset and related Portfolio Documents); provided further that, unless the Servicer has been notified in writing that an Event of Default has occurred (or has been notified in writing that such Event of Default has been waived or has otherwise ceased to exist), the Servicer may enter into any agreement for part-out, consignment agreement, agreements for the leasing of engines and components or for the swapping of engines, if determined by the Servicer in good faith to be in the best interests of maximizing returns in respect of such Asset, subject always to the limitations on parting-out and consignments set forth in the Credit Agreement.

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. The Servicers shall not do any of the following without the prior approval of the Company: (a) other than as required under the terms of the Lease sell (or enter into any agreement to sell) or otherwise dispose of the Aircraft (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) forming part of the Aircraft; (b) enter into any new lease of the Aircraft (or any renewal or extension of a Lease); (c) terminate a Lease with respect to the Aircraft except in the case of a lessee default, bankruptcy or insolvency or circumstances in which the Servicers consider such a default, bankruptcy or insolvency as likely to occur; (d) enter into on behalf of the Company any order or commitment to acquire aircraft, engines or any part thereof, other than as contemplated by the Lease; and (e) to the extent that they have a right to make, consent to, or prevent any such action, make or consent to any material modification to the Aircraft or to any required insurance with respect to the Aircraft, or cause the 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.

Transaction Approval Requirements. (a) The Servicer shall not do any of the following without the express prior written approval of LIFT: (i) Except as otherwise required in accordance with the terms of any Lease or the Asset Purchase Agreement, sell (or enter into any agreement to sell) or otherwise dispose of any Aircraft (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) forming part of the Aircraft Assets; provided, however, that the Servicer may transfer title or another interest in an Aircraft (x) to or in favor of a trust or an entity for the purpose of registering the Aircraft under the laws of an applicable jurisdiction so long as a Person in the LIFT Group retains the beneficial or economic ownership of the Aircraft, (y) from such trust or entity to a Person within the LIFT Group or (z) within or among LIFT and its Subsidiaries without limitation, provided with respect to this clause (z), that written notification shall have been given to each Rating Agency (as defined in the Indenture) of such transfer. (ii) Enter into any new Lease (or any renewal or extension of an existing Lease, unless any such Lease being renewed or extended had previously been approved pursuant to this Section 7.04(a) or if any such Lease contains an extension option and such option is being exercised in accordance with the terms of such Lease) of Aircraft Assets if the Lease shall not comply with all the applicable provisions of Sections 5.02 and 5.03 of the Indenture with respect to the leasing of such Aircraft Assets or if the Lease grants a purchase option in favor of the Lessee. (iii) Terminate any Lease or Leases (without substitution of, or replacement by, another substantially similar Lease or Leases with respect to such Aircraft Assets) to any single Lessee with respect to any Aircraft Assets then having an aggregate depreciated net book value on the books of 38 SERVICING AGREEMENT the applicable Person(s) within the LIFT Group in excess of $75,000,000. (iv) Unless provided for in the then current Approved Budget (including the provisions of Section 7.03(e)), enter into any contract for the modification and/or maintenance of Aircraft Assets if the costs to be incurred thereunder by the applicable Person within the LIFT Group (A) exceed the greater of (1) the estimated aggregate cost of a heavy maintenance "D" check for the airframe and a total refurbishment of the engines for Aircraft As...

Transaction Approval Requirements. The Servicers shall not do any of the following without the prior approval of the Company: (a) sell (or enter into any agreement to sell) or otherwise dispose of the Aircraft (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) forming part of the Aircraft; (b) enter into any new lease (or any renewal or extension of an existing Lease); (c) terminate any Lease with respect to the Aircraft except in the case of an actual or likely lessee default, bankruptcy or insolvency; (d) enter into on behalf of the Company any order or commitment to acquire Aircraft, engines or any part thereof; and (e) make or consent to any material modification (to the extent that either Servicer has any right to make, consent to, or prevent any modification) to any required insurance or cause the 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.

Transaction Approval Requirements. Consistent with the overall business objectives of AerCo Group with respect to the Aircraft Assets, and with the delegation to the Servicer by AerCo Group of a practicable and workable level of autonomy, responsibility and authority regarding the performance of the Services, the Servicer shall not do any of the following without the express prior written approval of AerCo:

Transaction Approval Requirements. (a) Consistent with the overall business objectives of the MSAF Group with respect to the Aircraft Assets, and with the delegation to the Servicer by the MSAF Group of a practicable and workable level of autonomy, responsibility and authority regarding the performance of the Services, the Servicer shall not do any of the following without the express prior written approval of MSAF. (i) Except as required in accordance with the terms of any Lease or other agreement with the Lessee, sell (or enter into any commitment or agreement to sell) or otherwise dispose of any Aircraft or any Engine; (ii) Enter into any new Lease (or any renewal or extension of an existing Lease or other agreement with a Lessee) of Aircraft Assets if such new Lease shall not comply with the applicable provision of any indenture or similar agreement binding MSAF or any of its Affiliates and related to a Notes Offering (each such agreement, an "INDENTURE"). (iii) Terminate any Lease or Leases to any single Lessee with respect to any Aircraft having an aggregate depreciated net book value on the books of the relevant Person (or Persons) in MSAF Group in excess of $100,000,000. (iv) Unless provided for in the then current One Year Approved Budget, enter into any contract for the modification or maintenance of Aircraft Assets forming part of the Aircraft Assets (A) if the costs to be incurred thereunder by the MSAF Group exceed the greater of (1) the estimated aggregate cost of a heavy maintenance "D" check for the airframe and a full restoration shop visit for the engines for Aircraft Assets of the type in question and (2) the amount of the available maintenance reserve or other collateral under the applicable Lease or (B) outside the ordinary course of the MSAF Group's business. (v) Enter into on behalf of MSAF or any of the Subsidiaries, any capital commitment or confirm any order or commitment to acquire, or acquire on behalf of the MSAF Group, aircraft or; subject to Section (e) of Article 4 of Schedule 2.02 (a) engines with any aircraft or engine manufacturers except Servicer may enter into any capital commitment or order or commitment to acquire a replacement engine or spare part for an Aircraft so long as the same is provided for in the then applicable One Year Approved Budget. (vi) Issue any guarantee on behalf of, or otherwise pledge the credit of any Person within the MSAF Group. (vii) Unless permitted by any other provision of this Section 7.06, enter into any agreement for serv...

Transaction Approval Requirements. The Servicer shall not do any of the following without the express prior written approval of LIFT: