Common use of Concentration Limits Clause in Contracts

Concentration Limits. (a) Commencing on the date of the IPO Event and continuing thereafter, aggregate rent and other payments under a Lease or Leases to any single tenant or any group of Affiliates thereof shall not account for more than thirty-five percent (35%) of Adjusted Net Operating Income from the Borrowing Base Properties (the “Single Tenant Limitation”); provided that a failure to satisfy the requirements of this §9.10(a) shall not result in any Real Estate not being included as a Borrowing Base Property, but any such rent and other payments accounting for more than the Single Tenant Limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base Availability. (b) Commencing on the date of the IPO Event and continuing thereafter, no more than thirty-five percent (35%) of the Borrowing Base Availability shall be attributable to any single Borrowing Base Property; provided that a failure to satisfy the requirements of this §9.10(b) shall not result in any Real Estate not being included as a Borrowing Base Property, but any Borrowing Base Availability in excess of such limitation shall be excluded. (c) Commencing on the date hereof and continuing until the date that is six (6) months after the occurrence of the IPO Event, no more than thirty-five percent (35%) of the total Adjusted Net Operating Income or the aggregate Appraised Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, and commencing on the date that is six (6) months after the occurrence of the IPO Event and continuing thereafter, no more than twenty-five percent (25%) of the total Adjusted Net Operating Income or the aggregate Appraised Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, provided that a failure to satisfy the requirements of this §9.10(c) shall not result in any Real Estate not being included as a Borrowing Base Property but any such Adjusted Net Operating Income or Appraised Value in excess of such limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base Availability.

Concentration Limits. (a) Commencing on the date of the IPO Event and continuing thereafter, aggregate rent and other payments under a Lease or Leases The Company shall use reasonable endeavours to ensure that no Concentration Limit is exceeded with respect to any single tenant Eligible Equities or any group of Affiliates thereof shall not account for more than thirty-five percent (35%) of Adjusted Net Operating Income from Eligible ETFs included in the Borrowing Base Properties (the “Single Tenant Limitation”); provided that a failure to satisfy the requirements of this §9.10(a) shall not result in any Real Estate not being included as a Borrowing Base Property, but any such rent and other payments accounting for more than the Single Tenant Limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base AvailabilityCollateral. (b) Commencing If the Collateral provided by the Company in respect of a Loan on or before the date Utilisation Date for that Loan includes Eligible Equities or Eligible ETFs where the relevant Concentration Limit in respect of those Eligible Equities or Eligible EFTs is exceeded, the Eligible Equities or Elgibible ETFs (as applicable) exceeding that Concentration Limit shall be deemed to have a value of zero for purposes of the IPO Event Collateral Value set out in the Collateral Report provided or to be provided by the Collateral Monitor. The Lenders will (subject to all other terms and continuing thereafter, no more than thirty-five percent (35%) of the Borrowing Base Availability shall be attributable to any single Borrowing Base Property; provided that a failure to satisfy the requirements conditions of this §9.10(bAgreement) remain obliged to make that Loan available notwithstanding that the relevant Concentration Limit has been exceeded in relation to those Eligible Equities or Eligible ETFs (as applicable) unless the Collateral Value is less than the Outstanding Facility Amount (after taking the Proposed Loan into account), in which case the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above shall not result in any Real Estate not being included as a Borrowing Base Property, but any Borrowing Base Availability in excess of such limitation shall be excludedapply. (c) Commencing on If the date hereof Collateral includes any Eligible Equities or Eligible ETFs where the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable) is exceeded: (i) the Company shall, promptly upon becoming aware that the relevant Concentration Limit is exceeded for any Eligible Equities or Eligible ETFs (as applicable) in the Collateral, or upon notice from the Facility Agent, the Security Agent or the Collateral Monitor that they consider that that Concentration Limit is or may have been exceeded, give notice of that fact to each relevant Agent and continuing until the date that is six Security Agent, including: (6A) months after the occurrence details of the IPO Event, no more than thirty-five percent relevant Eligible Equities or Eligible ETFs (35%as applicable); (B) the amount of the total Adjusted Net Operating Income relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion to the Average Daily Traded Volume of such Eligible Equities or Eligible ETFs (as applicable); (C) the aggregate Appraised Market Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, and commencing on relevant Eligible Equities or Eligible ETFs (as applicable) in the date that is six (6) months after the occurrence Collateral as a proportion of the IPO Event and continuing thereafterOutstanding Facility Amount; and/or (D) in relation to Eligible Equities only, no more than twenty-five percent (25%) of the total Adjusted Net Operating Income or the aggregate Appraised Market Value of the Borrowing Base Properties shall be attributable relevant Eligible Equities in the Collateral as a proportion of the Market Capitalisation of such Eligible Equities. For the avoidance of doubt, the Facility Agent and the Security Agent are under no obligation to Newly-Built Propertiescheck whether any Concentration Limit is exceeded. (ii) the Company shall: (A) without limiting the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above, where those Eligible Equities or Eligible ETFs (as applicable) were provided by the Company in respect of a Loan on or before the Utilisation Date for that a failure to satisfy Loan, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the requirements of this §9.10(cLoan(s) shall not result by 3:00 p.m., on the London Business Day following the Utilisation Date for that Loan; or (B) in any Real Estate other case, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m. on the London Business Day following the day on which the Company became aware that the Concentration Limit is exceeded for those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral, in each case in a sufficient amount to enable the Collateral Monitor to provide a Collateral Report and the Company to deliver a confirmation that on the basis described in paragraph (d) below the Collateral Value is equal to or exceeds the Outstanding Facility Amount. (d) The Company shall ensure that, by no later than 5:00 p.m. on the London Business Day on which it is required to provide additional Collateral and/or repay or prepay Loan(s) in accordance with paragraph (c) above: (i) the Collateral Monitor provides a Collateral Report which shows that the Collateral Value is equal to or exceeds the Outstanding Facility Amount; and (ii) the Company provides either: (A) a confirmation that none of the Eligible Equities or the Eligible ETFs included in the calculation of Collateral Value in that Collateral Report exceeds the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable); or (B) (if Eligible Equities or Eligible ETFs are included in that calculation of Collateral Value which exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) a confirmation that, if calculated without taking into account any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable), the Collateral Value will continue to be equal to or exceed the Outstanding Facility Amount, together with a description showing (in reasonable detail) the deductions to be made from the Collateral Value (as stated by the Collateral Monitor in the Collateral Report) on account of the Eligible Equities or Eligible ETFs (as applicable) which exceed their Concentration Limit. (e) An Event of Default will occur if a Collateral Report and confirmation from the Company is not being delivered in accordance with paragraph (d) above and by the time required in that paragraph, unless, by that time, the Company demonstrates to the satisfaction of the Security Agent (acting on the instructions of the Facility Agent, itself acting on the instructions of all Lenders, acting reasonably) that the Collateral Value (excluding any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) is equal to or more than the Outstanding Facility Amount. (f) Where a Collateral Report has been delivered in accordance with paragraph (d) above, the Company may instruct the Custodians and Collateral Monitor to transfer out of the Collateral Accounts any Eligible Equities or Eligible ETFs to the extent those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral exceed the relevant Concentration Limit, and provided no Default is continuing or would occur as a Borrowing Base Property but result of the transfer of those Eligible Equities or Eligible ETFs (as applicable) and the Collateral Value, after that transfer, will be equal to or will exceed the Outstanding Facility Amount. On request by the Company, the Security Agent will give to the Custodians and Collateral Monitor its consent to such a transfer provided no Default is continuing or would occur as a result of any such Adjusted Net Operating Income or Appraised Value transfer and it has received confirmation from the Collateral Monitor that its conditions of transfer (as set out in excess of such limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base Availabilitythe Collateral Monitoring Deed) have been satisfied.

Concentration Limits. (a) Commencing The Seller shall not sell or substitute Eligible Receivables on any Settlement Date if, and to the extent that, after giving effect to such sales and substitutions on such date (unless the Managing Facility Agent and all of the IPO Purchasers otherwise agree with respect to clauses (i) and (ii) below and unless the Managing Facility Agent and the Required Purchasers otherwise agree with respect to clauses (iii) through (xvi) below): (i) the aggregate outstanding Principal Balances of all Purchased Receivables in respect of a single Obligor and all of its Affiliates or a single Unaffiliated Foreign Lessee and all of its Affiliates would exceed an amount equal to 10% of the Outstanding Purchase Price on such Settlement Date, provided, that (x) if no Amortization Event has occurred and continuing thereafteris continuing, aggregate rent and other payments under a Lease or Leases the Servicer may request that the 10% concentration limit with respect to any single tenant Obligor be waived and such waiver may be granted with the unanimous written consent of the Purchasers; and (y) the 10% concentration limit is hereby waived with respect to both Mesa and Great Lakes, and a 15% concentration limit shall be applicable to each; (ii) the aggregate outstanding Principal Balances of Purchased Receivables of the five Obligors and all of their Affiliates with the largest aggregate outstanding Principal Balances would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date; provided, that the greater of (x) the Principal Balances of Receivables having Mesa as the applicable Obligor and (y) the Principal Balances of Receivables having Great Lakes as the applicable Obligor shall be excluded from the foregoing concentration limitations unless Raytheon's Debt Rating is below either BBB- or any group the equivalent thereof during which time such Receivables shall be subject to the foregoing limitations. For purposes of Affiliates thereof this subsection 2.7(a)(ii), the Obligor under an Affiliate Receivable shall not account for be deemed to be the Unaffiliated Foreign Lessee thereunder; (iii) the aggregate outstanding Principal Balances of Purchased Receivables in connection with the financing or refinancing of Refinanced Aircraft would constitute more than thirty50% of the Outstanding Purchase Price paid for all Receivables (other than Wholesale Receivables) on such Settlement Date; (iv) the aggregate outstanding Principal Balances of all Nonstandard Receivables would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date; (v) the aggregate outstanding Principal Balances of all Secured Lease Receivables would exceed an amount equal to 45% of the Outstanding Purchase Price on such Settlement Date; (vi) the aggregate outstanding Principal Balances of all Uncertified Foreign Receivables (other than L/C Receivables and Foreign Wholesale Receivables) would exceed an amount equal to 40% of the Outstanding Purchase Price on such Settlement Date; (vii) the aggregate outstanding Principal Balances of all Purchased Receivables which are not required to be paid in consecutive monthly installments (including, without limitation, Quarterly Receivables and Semi-five percent Annual Receivables but excluding those Receivables referred to in clause (35%g)(ii)(B) of Adjusted Net Operating Income the definition of "Eligible Receivables") would exceed 20% of the Outstanding Purchase Price on such Settlement Date; (viii) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to which the FAA Assignment for the Financed Aircraft related thereto (if required by subsection 5.2(e) hereof) is without a conveyance number from the Borrowing Base Properties (FAA on such Settlement Date would exceed 20% of the “Single Tenant Limitation”)Outstanding Purchase Price on such Settlement Date; provided that if Raytheon's Debt Rating is below BBB- or the equivalent thereof, the concentration limit shall be 0%; (ix) with respect to each foreign jurisdiction (other than Brazil, Turkey and Venezuela) whose long-term foreign currency debt rating is rated below BBB-or the equivalent thereof, the aggregate outstanding Principal Balances of all Purchased Receivables which are Foreign Receivables having a failure Foreign Obligor located in such jurisdiction would exceed an amount equal to satisfy 5% or, in the requirements case of each of Brazil, Turkey and Venezuela, 10% of the Outstanding Purchase Price on such Settlement Date. For purposes of this §9.10(a) shall not result in any Real Estate not being included as a Borrowing Base Propertyclause (ix), but any such rent and other payments accounting for more than the Single Tenant Limitation Obligor under an Affiliate Receivable shall be excluded for purposes deemed to be the Unaffiliated Foreign Lessee thereunder; (x) the aggregate outstanding Principal Balances of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base Availabilityall Unsecured Receivables on any Settlement Date would exceed an amount equal to 30% of the Outstanding Purchase Price on such Settlement Date; (xi) the aggregate outstanding Principal Balances of all Wholesale Receivables would exceed an amount equal to 20% of the Outstanding Purchase Price on such Settlement Date; (xii) the aggregate outstanding Principal Balances of all Unsecured Foreign the Obligor of which is a Governmental Authority would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date; (xiii) the aggregate outstanding Principal Balances of all Extended Term Receivables would exceed an amount equal to 50% of the Outstanding Purchase Price on such Settlement Date; (xiv) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to Aircraft manufactured by any Person other than RAC would exceed an amount equal to 5% of the Outstanding Purchase Price on such Settlement Date; (xv) [Intentionally omitted]; (xvi) [Intentionally omitted]; (xvii) the aggregate outstanding Principal Balances of all Travel Air Receivables on any Settlement Date would exceed an amount equal to 15% of the Outstanding Purchase Price on such Settlement Date; or (xviii) the aggregate outstanding Principal Balances of Receivables referred to in clause (g)(ii)(B) of the definition of "Eligible Receivable" would exceed $75,000,000 on such Settlement Date. (b) Commencing If any such sale or substitution on any Settlement Date shall cause a breach of any of the limitations specified in subsections 2.7(a)(i) through 2.7(a)(xvii), the Seller shall, subject to subsection 2.13, repurchase from the Purchasers, on the Settlement Date immediately following the date the Managing Facility Agent notifies the Seller of such breach, the fewest number of Receivables necessary such that after such repurchase such breach shall have been remedied (each Receivable required to be so repurchased, a "Concentration Receivable"). The Seller shall effect such repurchase by depositing into the Concentration Account on such Settlement Date cash in an amount equal to the aggregate Outstanding Balances of the IPO Concentration Receivables plus, if a Trigger Amortization Event has occurred and continuing thereafteris continuing, no more than thirty-five percent accrued and unpaid interest thereon at the rate under the related Contract except to the extent (35%without duplication) of any payment made pursuant to subsection 2.18 for the Borrowing Base Availability Settlement Period during which such interest accrued and was not paid by the related Obligor. The amount of any such deposit shall be attributable to any single Borrowing Base Property; provided that a failure to satisfy the requirements of this §9.10(b) shall not result applied and distributed in any Real Estate not being included as a Borrowing Base Property, but any Borrowing Base Availability in excess of such limitation shall be excludedaccordance with subsections 2.15 and 2.16. (c) Commencing on the date hereof and continuing until the date that is six (6) months after the occurrence of the IPO Event, no more than thirty-five percent (35%) of the total Adjusted Net Operating Income or the aggregate Appraised Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, and commencing on the date that is six (6) months after the occurrence of the IPO Event and continuing thereafter, no more than twenty-five percent (25%) of the total Adjusted Net Operating Income or the aggregate Appraised Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, provided that a failure to satisfy the requirements of this §9.10(c) shall not result in any Real Estate not being included as a Borrowing Base Property but any such Adjusted Net Operating Income or Appraised Value in excess of such limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base Availability.

Concentration Limits. (a) Commencing The Seller shall not sell or -------------------- substitute Eligible Receivables on any Settlement Date if, and to the extent that, after giving effect to such sales and substitutions on such date (unless the Managing Facility Agent and all of the IPO Purchasers otherwise agree with respect to clauses (i) and (ii) below and unless the Managing Facility Agent and the Required Purchasers otherwise agree with respect to clauses (iii) through (xvi) below): (i) the aggregate outstanding Principal Balances of all Purchased Receivables in respect of a single Obligor and all of its Affiliates or a single Unaffiliated Foreign Lessee and all of its Affiliates would exceed an amount equal to 10% of the Outstanding Purchase Price on such Settlement Date, provided, that (x) if no Amortization Event has occurred and continuing thereafter-------- is continuing, aggregate rent and other payments under a Lease or Leases the Servicer may request that the 10% concentration limit with respect to any single tenant Obligor be waived and such waiver may be granted with the unanimous written consent of the Purchasers; and (y) the 10% concentration limit is hereby waived with respect to Mesa, and a 13% concentration limit shall be applicable to Mesa; (ii) the aggregate outstanding Principal Balances of Purchased Receivables of the five Obligors and all of their Affiliates with the largest aggregate outstanding Principal Balances would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date. For purposes of this subsection 2.7(a)(ii), the Obligor under an Affiliate Receivable shall be deemed to be the Unaffiliated Foreign Lessee thereunder; (iii) the aggregate outstanding Principal Balances of Purchased Receivables created in connection with the financing or any group refinancing of Affiliates thereof shall not account for Refinanced Aircraft would constitute more than thirty50% of the Outstanding Purchase Price paid for all Receivables (other than Wholesale Receivables) on such Settlement Date; (iv) the aggregate outstanding Principal Balances of all Nonstandard Receivables would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date; (v) the aggregate outstanding Principal Balances of all Secured Lease Receivables would exceed an amount equal to 45% of the Outstanding Purchase Price on such Settlement Date; (vi) the aggregate outstanding Principal Balances of all Uncertified Foreign Receivables (other than L/C Receivables and Foreign Wholesale Receivables) would exceed an amount equal to 40% of the Outstanding Purchase Price on such Settlement Date; (vii) the aggregate outstanding Principal Balances of all Purchased Receivables which are not required to be paid in consecutive monthly installments (including, without limitation, Quarterly Receivables and Semi-five percent Annual Receivables but excluding those Receivables referred to in clause (35%g)(ii)(B) of Adjusted Net Operating Income the definition of "Eligible Receivables") would exceed 20% of the Outstanding Purchase Price on such Settlement Date; (viii) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to which the FAA Assignment for the Financed Aircraft related thereto (if required by subsection 5.2(e) hereof) is without a conveyance number from the Borrowing Base Properties (FAA on such Settlement Date would exceed 20% of the “Single Tenant Limitation”)Outstanding Purchase Price on such Settlement Date; provided that if Raytheon's Debt Rating is below BBB- or the -------- equivalent thereof, the concentration limit shall be 0%; (ix) with respect to each foreign jurisdiction (other than Brazil, Turkey and Venezuela) whose long-term foreign currency debt rating is rated below BBB- or the equivalent thereof, the aggregate outstanding Principal Balances of all Purchased Receivables which are Foreign Receivables having a failure Foreign Obligor located in such jurisdiction would exceed an amount equal to satisfy 5% or, in the requirements case of each of Brazil, Turkey and Venezuela, 10% of the Outstanding Purchase Price on such Settlement Date. For purposes of this §9.10(a) shall not result in any Real Estate not being included as a Borrowing Base Propertyclause (ix), but any such rent and other payments accounting for more than the Single Tenant Limitation Obligor under an Affiliate Receivable shall be excluded for purposes deemed to be the Unaffiliated Foreign Lessee thereunder; (x) the aggregate outstanding Principal Balances of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base Availabilityall Unsecured Receivables on any Settlement Date would exceed an amount equal to 30% of the Outstanding Purchase Price on such Settlement Date; (xi) the aggregate outstanding Principal Balances of all Wholesale Receivables would exceed an amount equal to 20% of the Outstanding Purchase Price on such Settlement Date; (xii) the aggregate outstanding Principal Balances of all Unsecured Foreign Receivables the Obligor of which is a Governmental Authority would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date; (xiii) the aggregate outstanding Principal Balances of all Extended Term Receivables would exceed an amount equal to 50% of the Outstanding Purchase Price on such Settlement Date; (xiv) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to Aircraft manufactured by any Person other than RAC would exceed an amount equal to 5% of the Outstanding Purchase Price on such Settlement Date; (xv) [Intentionally omitted]; (xvi) [Intentionally omitted]; (xvii) the aggregate outstanding Principal Balances of all Travel Air Receivables on any Settlement Date would exceed an amount equal to 15% of the Outstanding Purchase Price on such Settlement Date; or (xviii) the aggregate outstanding Principal Balances of Receivables referred to in clause (g)(ii)(B) of the definition of "Eligible Receivable" that are not Wholesale Receivables would exceed $75,000,000 on such Settlement Date. (b) Commencing If any such sale or substitution on any Settlement Date shall cause a breach of any of the limitations specified in subsections 2.7(a)(i) through 2.7(a)(xvii), the Seller shall, subject to subsection 2.13, repurchase from the Purchasers, on the Settlement Date immediately following the date the Managing Facility Agent notifies the Seller of such breach, the fewest number of Receivables necessary such that after such repurchase such breach shall have been remedied (each Receivable required to be so repurchased, a "Concentration Receivable"). The Seller shall effect such repurchase by ------------------------ depositing into the Concentration Account on such Settlement Date cash in an amount equal to the aggregate Outstanding Balances of the IPO Concentration Receivables plus, if a Trigger Amortization Event has occurred and continuing thereafteris continuing, no more than thirty-five percent accrued and unpaid interest thereon at the rate under the related Contract except to the extent (35%without duplication) of any payment made pursuant to subsection 2.18 for the Borrowing Base Availability Settlement Period during which such interest accrued and was not paid by the related Obligor. The amount of any such deposit shall be attributable to any single Borrowing Base Property; provided that a failure to satisfy the requirements of this §9.10(b) shall not result applied and distributed in any Real Estate not being included as a Borrowing Base Property, but any Borrowing Base Availability in excess of such limitation shall be excludedaccordance with subsections 2.15 and 2.16. (c) Commencing on the date hereof and continuing until the date that is six (6) months after the occurrence of the IPO Event, no more than thirty-five percent (35%) of the total Adjusted Net Operating Income or the aggregate Appraised Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, and commencing on the date that is six (6) months after the occurrence of the IPO Event and continuing thereafter, no more than twenty-five percent (25%) of the total Adjusted Net Operating Income or the aggregate Appraised Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, provided that a failure to satisfy the requirements of this §9.10(c) shall not result in any Real Estate not being included as a Borrowing Base Property but any such Adjusted Net Operating Income or Appraised Value in excess of such limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base Availability.

Concentration Limits. (a) Commencing The Seller shall not sell or substitute Eligible Receivables on any Settlement Date if, and to the extent that, after giving effect to such sales and substitutions on such date (unless the Managing Facility Agent and all of the IPO Purchasers otherwise agree with respect to clauses (i) and (ii) below and unless the Managing Facility Agent and the Required Purchasers otherwise agree with respect to clauses (iii) through (xvi) below): (i) the aggregate outstanding Principal Balances of all Purchased Receivables in respect of a single Obligor and all of its Affiliates or a single Unaffiliated Foreign Lessee and all of its Affiliates would exceed an amount equal to 10% of the Outstanding Purchase Price on such Settlement Date, provided, that (x) if no Amortization Event has occurred and continuing thereafteris continuing, aggregate rent and other payments under a Lease or Leases the Seller may request that the 10% concentration limit with respect to any single tenant Obligor be waived and such waiver may be granted with the unanimous written consent of the Purchasers; and (y) if on any Settlement Date, Raytheon's Debt Rating is at either of the levels set forth below then the 10% concentration limit is hereby waived with respect to Great Lakes and Mesa and the concentration percentages for each set forth opposite such Debt Rating shall be applicable: Debt Rating Mesa % Great Lakes % BBB or any group Baa2 or higher 20% 15% below BBB or Baa2 15% 10%; (ii) the aggregate outstanding Principal Balances of Purchased Receivables of the five Obligors and all of their Affiliates thereof shall not account for more than thirty-five percent (with the largest aggregate outstanding Principal Balances would exceed an amount equal to 35%) % of Adjusted Net Operating Income from the Borrowing Base Properties (Outstanding Purchase Price on such Settlement Date; provided, that the “Single Tenant Limitation”); provided that a failure to satisfy Principal Balances of Receivables having Mesa as the requirements of this §9.10(a) shall not result in any Real Estate not being included as a Borrowing Base Property, but any such rent and other payments accounting for more than the Single Tenant Limitation applicable Obligor shall be excluded for from the foregoing concentration limitations unless Raytheon's Debt Rating is below either BBB or Baa2 during which time such Receivables shall be subject to the foregoing limitations. For purposes of calculating Adjusted Net this subsection 2.7(a)(ii), the Obligor under an Affiliate Receivable shall be deemed to be the Unaffiliated Foreign Lessee thereunder; (iii) the aggregate outstanding Principal Balances of Purchased Receivables created in connection with the financing or refinancing of Refinanced Aircraft would constitute more than 50% of the Outstanding Purchase Price paid for all Receivables (other than Wholesale Receivables) on such Settlement Date; (iv) the aggregate outstanding Principal Balances of all Nonstandard Receivables would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date; (v) the aggregate outstanding Principal Balances of all Secured Lease Receivables would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date; (vi) the aggregate outstanding Principal Balances of all Uncertified Foreign Receivables (other than L/C Receivables and Foreign Wholesale Receivables) would exceed an amount equal to 40% of the Outstanding Purchase Price on such Settlement Date; (vii) the aggregate outstanding Principal Balances of all Purchased Receivables which are not required to be paid in consecutive monthly installments (including, without limitation, Quarterly Receivables and Semi-Annual Receivables) would exceed 20% of the Outstanding Purchase Price on such Settlement Date; (viii) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to which the Financed Aircraft related thereto are without conveyance numbers from the FAA on such Settlement Date would exceed, during such times as Raytheon's Debt Rating is equal to the levels set forth below, the corresponding percentage of the Outstanding Purchase Price on such Settlement Date: Concentration Raytheon Debt Rating Percentage Limit BBB/Baa2 or higher 25% below BBB/Baa2 0%; or (ix) with respect to each foreign jurisdiction (other than Brazil) whose long- term foreign currency debt rating is rated below BBB- and Baa3, the aggregate outstanding Principal Balances of all Purchased Receivables which are Foreign Receivables having a Foreign Obligor located in such jurisdiction would exceed an amount equal to 5% or, in the case of Brazil, 10% of the Outstanding Purchase Price on such Settlement Date. For purposes of this clause (ix), the Obligor under an Affiliate Receivable shall be deemed to be the Unaffiliated Foreign Lessee thereunder; (x) the aggregate outstanding Principal Balances of all Unsecured Receivables on any Settlement Date would exceed an amount equal to 30% of the Outstanding Purchase Price on such Settlement Date; (xi) the aggregate outstanding Principal Balances of all Wholesale Receivables would exceed an amount equal to 20% of the Outstanding Purchase Price on such Settlement Date; (xii) the aggregate outstanding Principal Balances of all Unsecured Foreign Receivables the Obligor of which is a Governmental Authority would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date; (xiii) the aggregate outstanding Principal Balances of all Extended Term Receivables would exceed an amount equal to 50% of the Outstanding Purchase Price on such Settlement Date; (xiv) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to Aircraft manufactured by any Person other than RAC would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date; (xv) the aggregate outstanding Principal Balances of all Purchased Receivables which are Lease Receivables which are carried on the books of Raytheon Credit or the Seller as operating leases (collectively, "Operating IncomeLease Receivables") would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date; or (xvi) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to which the FAA Assignment for the Financed Aircraft related thereto (if required pursuant to subsection 5.2(e) hereof) is without a conveyance number from the FAA on the Applicable Settlement Date would exceed an amount equal to 25% of the Outstanding Purchase Price on such Settlement Date; provided that, if Raytheon's Debt Yield and Borrowing Base AvailabilityRating is below BBB or Baa2, then such limit shall be reduced to 0%; or (xvii) the aggregate outstanding Principal Balances of all Travel Air Receivables on any Settlement Date would exceed an amount equal to 5% of the Outstanding Purchase Price on such Settlement Date. (b) Commencing If any such sale or substitution on any Settlement Date shall cause a breach of any of the limitations specified in subsections 2.7(a)(i) through 2.7(a)(xvii), the Seller shall, subject to subsection 2.13, repurchase from the Purchasers, on the Settlement Date immediately following the date the Managing Facility Agent notifies the Seller of such breach, sufficient Receivables such that after such repurchase such breach shall have been remedied (each Receivable so repurchased, a "Concentration Receivable"). The Seller shall effect such repurchase by depositing into the Concentration Account on such Settlement Date cash in an amount equal to the aggregate Outstanding Balances of the IPO Concentration Receivables plus, if a Trigger Amortization Event has occurred and continuing thereafteris continuing, no more than thirty-five percent accrued and unpaid interest thereon at the rate under the related Contract except to the extent (35%without duplication) of any payment made pursuant to subsection 2.18 for the Borrowing Base Availability Settlement Period during which such interest accrued and was not paid by the related Obligor. The amount of any such deposit shall be attributable to any single Borrowing Base Property; provided that a failure to satisfy the requirements of this §9.10(b) shall not result applied and distributed in any Real Estate not being included as a Borrowing Base Property, but any Borrowing Base Availability in excess of such limitation shall be excludedaccordance with subsections 2.15 and 2.16. (c) Commencing on the date hereof and continuing until the date that is six (6) months after the occurrence of the IPO Event, no more than thirty-five percent (35%) of the total Adjusted Net Operating Income or the aggregate Appraised Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, and commencing on the date that is six (6) months after the occurrence of the IPO Event and continuing thereafter, no more than twenty-five percent (25%) of the total Adjusted Net Operating Income or the aggregate Appraised Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, provided that a failure to satisfy the requirements of this §9.10(c) shall not result in any Real Estate not being included as a Borrowing Base Property but any such Adjusted Net Operating Income or Appraised Value in excess of such limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base Availability.

Concentration Limits. (a) Commencing on the date of the IPO Event and continuing thereafter, aggregate rent and other payments under a Lease or Leases The Company shall use reasonable endeavours to ensure that no Concentration Limit is exceeded with respect to any single tenant Eligible Equities or any group of Affiliates thereof shall not account for more than thirty-five percent (35%) of Adjusted Net Operating Income from Eligible ETFs included in the Borrowing Base Properties (the “Single Tenant Limitation”); provided that a failure to satisfy the requirements of this §9.10(a) shall not result in any Real Estate not being included as a Borrowing Base Property, but any such rent and other payments accounting for more than the Single Tenant Limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base AvailabilityCollateral. (b) Commencing If the Collateral provided by the Company in respect of a Loan on or before the date Utilisation Date for that Loan includes Eligible Equities or Eligible ETFs where the relevant Concentration Limit in respect of those Eligible Equities or Eligible ETFs is exceeded, the Eligible Equities or Eligible ETFs (as applicable) exceeding that Concentration Limit shall be deemed to have a value of zero for purposes of the IPO Event Collateral Value set out in the Collateral Report provided or to be provided by the Collateral Monitor. The Lenders will (subject to all other terms and continuing thereafter, no more than thirty-five percent (35%) of the Borrowing Base Availability shall be attributable to any single Borrowing Base Property; provided that a failure to satisfy the requirements conditions of this §9.10(bAgreement) remain obliged to make that Loan available notwithstanding that the relevant Concentration Limit has been exceeded in relation to those Eligible Equities or Eligible ETFs (as applicable) unless the Collateral Value is less than the Outstanding Facility Amount (after taking the Proposed Loan into account), in which case the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above shall not result in any Real Estate not being included as a Borrowing Base Property, but any Borrowing Base Availability in excess of such limitation shall be excludedapply. (c) Commencing on If the date hereof Collateral includes any Eligible Equities or Eligible ETFs where the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable) is exceeded: (i) the Company shall, promptly upon becoming aware that the relevant Concentration Limit is exceeded for any Eligible Equities or Eligible ETFs (as applicable) in the Collateral, or upon notice from the Facility Agent, the Security Agent or the Collateral Monitor that they consider that that Concentration Limit is or may have been exceeded, give notice of that fact to each relevant Agent and continuing until the date that is six Security Agent, including: (6A) months after the occurrence details of the IPO Event, no more than thirty-five percent relevant Eligible Equities or Eligible ETFs (35%as applicable); (B) the amount of the total Adjusted Net Operating Income relevant Eligible Equities or Eligible ETFs (as applicable) in the Collateral as a proportion to the Average Daily Traded Volume of such Eligible Equities or Eligible ETFs (as applicable); (C) the aggregate Appraised Market Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, and commencing on relevant Eligible Equities or Eligible ETFs (as applicable) in the date that is six (6) months after the occurrence Collateral as a proportion of the IPO Event and continuing thereafterOutstanding Facility Amount; and/or (D) in relation to Eligible Equities only, no more than twenty-five percent (25%) of the total Adjusted Net Operating Income or the aggregate Appraised Market Value of the Borrowing Base Properties shall be attributable relevant Eligible Equities in the Collateral as a proportion of the Market Capitalisation of such Eligible Equities. For the avoidance of doubt, the Facility Agent and the Security Agent are under no obligation to Newly-Built Propertiescheck whether any Concentration Limit is exceeded. (ii) the Company shall: (A) without limiting the provisions of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and Swingline Loans) above, where those Eligible Equities or Eligible ETFs (as applicable) were provided by the Company in respect of a Loan on or before the Utilisation Date for that a failure to satisfy Loan, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the requirements of this §9.10(cLoan(s) shall not result by 3:00 p.m., on the London Business Day following the Utilisation Date for that Loan; or (B) in any Real Estate other case, either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or prepay the Loan(s) by 3:00 p.m. on the London Business Day following the day on which the Company became aware that the Concentration Limit is exceeded for those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral, in each case in a sufficient amount to enable the Collateral Monitor to provide a Collateral Report and the Company to deliver a confirmation that on the basis described in paragraph (d) below the Collateral Value is equal to or exceeds the Outstanding Facility Amount. (d) The Company shall ensure that, by no later than 5:00 p.m. on the London Business Day on which it is required to provide additional Collateral and/or repay or prepay Loan(s) in accordance with paragraph (c) above: (i) the Collateral Monitor provides a Collateral Report which shows that the Collateral Value is equal to or exceeds the Outstanding Facility Amount; and (ii) the Company provides either: (A) a confirmation that none of the Eligible Equities or the Eligible ETFs included in the calculation of Collateral Value in that Collateral Report exceeds the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable); or (B) (if Eligible Equities or Eligible ETFs are included in that calculation of Collateral Value which exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) a confirmation that, if calculated without taking into account any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable), the Collateral Value will continue to be equal to or exceed the Outstanding Facility Amount, together with a description showing (in reasonable detail) the deductions to be made from the Collateral Value (as stated by the Collateral Monitor in the Collateral Report) on account of the Eligible Equities or Eligible ETFs (as applicable) which exceed their Concentration Limit. (e) An Event of Default will occur if a Collateral Report and confirmation from the Company is not being delivered in accordance with paragraph (d) above and by the time required in that paragraph, unless, by that time, the Company demonstrates to the satisfaction of the Security Agent (acting on the instructions of the Facility Agent, itself acting on the instructions of all Lenders, acting reasonably) that the Collateral Value (excluding any Eligible Equities or Eligible ETFs to the extent they exceed the relevant Concentration Limit for those Eligible Equities or Eligible ETFs (as applicable)) is equal to or more than the Outstanding Facility Amount. (f) Where a Collateral Report has been delivered in accordance with paragraph (d) above, the Company may instruct the Custodians and Collateral Monitor to transfer out of the Collateral Accounts any Eligible Equities or Eligible ETFs to the extent those Eligible Equities or Eligible ETFs (as applicable) included in the Collateral exceed the relevant Concentration Limit, and provided no Default is continuing or would occur as a Borrowing Base Property but result of the transfer of those Eligible Equities or Eligible ETFs (as applicable) and the Collateral Value, after that transfer, will be equal to or will exceed the Outstanding Facility Amount. On request by the Company, the Security Agent will give to the Custodians and Collateral Monitor its consent to such a transfer provided no Default is continuing or would occur as a result of any such Adjusted Net Operating Income or Appraised Value transfer and it has received confirmation from the Collateral Monitor that its conditions of transfer (as set out in excess of such limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base Availabilitythe Collateral Monitoring Deed) have been satisfied.

Concentration Limits. (a) Commencing The Seller shall not sell or substitute Eligible Receivables on any Settlement Date if, and to the extent that, after giving effect to such sales and substitutions on such date (unless the Managing Facility Agent and all of the IPO Purchasers otherwise agree with respect to clauses (i) and (ii) below and unless the Managing Facility Agent and the Required Purchasers otherwise agree with respect to clauses (iii) through (xvi) below): (i) the aggregate outstanding Principal Balances of all Purchased Receivables in respect of a single Obligor and all of its Affiliates or a single Unaffiliated Foreign Lessee and all of its Affiliates would exceed an amount equal to 10% of the Outstanding Purchase Price on such Settlement Date, provided, that (x) if no Amortization Event has occurred and continuing thereafteris continuing, aggregate rent and other payments under a Lease or Leases the Seller may request that the 10% concentration limit with respect to any single tenant Obligor be waived and such waiver may be granted with the unanimous written consent of the Purchasers; and (y) the 10% concentration limit is hereby waived with respect to Mesa and a 15% concentration limit shall be applicable; (ii) the aggregate outstanding Principal Balances of Purchased Receivables of the five Obligors and all of their Affiliates with the largest aggregate outstanding Principal Balances would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date; provided, that the Principal Balances of Receivables having Mesa as the applicable Obligor shall be excluded from the foregoing concentration limitations unless Raytheon's Debt Rating is below either BBB- or any group the equivalent thereof during which time such Receivables shall be subject to the foregoing limitations. For purposes of Affiliates thereof this subsection 2.7(a)(ii), the Obligor under an Affiliate Receivable shall not account for be deemed to be the Unaffiliated Foreign Lessee thereunder; (iii) the aggregate outstanding Principal Balances of Purchased Receivables created in connection with the financing or refinancing of Refinanced Aircraft would constitute more than thirty-five percent 50% of the Outstanding Purchase Price paid for all Receivables (other than Wholesale Receivables) on such Settlement Date; (iv) the aggregate outstanding Principal Balances of all Nonstandard Receivables would exceed an amount equal to 35%% of the Outstanding Purchase Price on such Settlement Date; (v) the aggregate outstanding Principal Balances of Adjusted Net Operating Income from all Secured Lease Receivables would exceed an amount equal to 35% of the Borrowing Base Properties (the “Single Tenant Limitation”)Outstanding Purchase Price on such Settlement Date; provided that once $250,000,000 of Bulk Sales have occurred such concentration limit shall increase to 45%; (vi) the aggregate outstanding Principal Balances of all Uncertified Foreign Receivables (other than L/C Receivables and Foreign Wholesale Receivables) would exceed an amount equal to 40% of the Outstanding Purchase Price on such Settlement Date; (vii) the aggregate outstanding Principal Balances of all Purchased Receivables which are not required to be paid in consecutive monthly installments (including, without limitation, Quarterly Receivables and Semi-Annual Receivables but excluding those Receivables referred to in clause (g)(ii)(B) of the definition of "Eligible Receivables") would exceed 20% of the Outstanding Purchase Price on such Settlement Date; (viii) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to which the Financed Aircraft related thereto are without conveyance numbers from the FAA on such Settlement Date would exceed, during such times as Raytheon's Debt Rating is equal to the levels set forth below, the corresponding percentage of the Outstanding Purchase Price on such Settlement Date: Concentration Raytheon Debt Rating Percentage Limit -------------------- ---------------- BBB- or the equivalent thereof or higher 20% below BBB- or the equivalent thereof 0%; or (ix) with respect to each foreign jurisdiction (other than Brazil, Turkey and Venezuela) whose long-term foreign currency debt rating is rated below BBB- or the equivalent thereof, the aggregate outstanding Principal Balances of all Purchased Receivables which are Foreign Receivables having a failure Foreign Obligor located in such jurisdiction would exceed an amount equal to satisfy 5% or, in the requirements case of each of Brazil, Turkey and Venezuela, 10% of the Outstanding Purchase Price on such Settlement Date. For purposes of this §9.10(a) shall not result in any Real Estate not being included as a Borrowing Base Propertyclause (ix), but any such rent and other payments accounting for more than the Single Tenant Limitation Obligor under an Affiliate Receivable shall be excluded deemed to be the Unaffiliated Foreign Lessee thereunder; (x) the aggregate outstanding Principal Balances of all Unsecured Receivables on any Settlement Date would exceed an amount equal to 30% of the Outstanding Purchase Price on such Settlement Date; (xi) the aggregate outstanding Principal Balances of all Wholesale Receivables would exceed an amount equal to 20% of the Outstanding Purchase Price on such Settlement Date; (xii) the aggregate outstanding Principal Balances of all Unsecured Foreign Receivables the Obligor of which is a Governmental Authority would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date; (xiii) the aggregate outstanding Principal Balances of all Extended Term Receivables would exceed an amount equal to 50% of the Outstanding Purchase Price on such Settlement Date; (xiv) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to Aircraft manufactured by any Person other than RAC would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date; (xv) the aggregate outstanding Principal Balances of all Purchased Receivables which are Lease Receivables which are carried on the books of Raytheon Credit or the Seller as operating leases (collectively, "Operating Lease Receivables") would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date; or (xvi) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to which the FAA Assignment for purposes the Financed Aircraft related thereto (if required pursuant to subsection 5.2(e) hereof) is without a conveyance number from the FAA on the Applicable Settlement Date would exceed an amount equal to 25% of calculating Adjusted Net Operating Incomethe Outstanding Purchase Price on such Settlement Date; provided that, if Raytheon's Debt Yield and Borrowing Base AvailabilityRating is below BBB- or the equivalent thereof, then such limit shall be reduced to 0%; or (xvii) the aggregate outstanding Principal Balances of all Travel Air Receivables on any Settlement Date would exceed an amount equal to 5% of the Outstanding Purchase Price on such Settlement Date. (b) Commencing If any such sale or substitution on any Settlement Date shall cause a breach of any of the limitations specified in subsections 2.7(a)(i) through 2.7(a)(xvii), the Seller shall, subject to subsection 2.13, repurchase from the Purchasers, on the Settlement Date immediately following the date the Managing Facility Agent notifies the Seller of such breach, sufficient Receivables such that after such repurchase such breach shall have been remedied (each Receivable so repurchased, a "Concentration Receivable"). The Seller shall effect such repurchase by depositing into the Concentration Account on such Settlement Date cash in an amount equal to the aggregate Outstanding Balances of the IPO Concentration Receivables plus, if a Trigger Amortization Event has occurred and continuing thereafteris continuing, no more than thirty-five percent accrued and unpaid interest thereon at the rate under the related Contract except to the extent (35%without duplication) of any payment made pursuant to subsection 2.18 for the Borrowing Base Availability Settlement Period during which such interest accrued and was not paid by the related Obligor. The amount of any such deposit shall be attributable to any single Borrowing Base Property; provided that a failure to satisfy the requirements of this §9.10(b) shall not result applied and distributed in any Real Estate not being included as a Borrowing Base Property, but any Borrowing Base Availability in excess of such limitation shall be excludedaccordance with subsections 2.15 and 2.16. (c) Commencing on the date hereof and continuing until the date that is six (6) months after the occurrence of the IPO Event, no more than thirty-five percent (35%) of the total Adjusted Net Operating Income or the aggregate Appraised Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, and commencing on the date that is six (6) months after the occurrence of the IPO Event and continuing thereafter, no more than twenty-five percent (25%) of the total Adjusted Net Operating Income or the aggregate Appraised Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, provided that a failure to satisfy the requirements of this §9.10(c) shall not result in any Real Estate not being included as a Borrowing Base Property but any such Adjusted Net Operating Income or Appraised Value in excess of such limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base Availability.

Concentration Limits. (a) Commencing on the date Without prior written notification to each of the IPO Event Rating Agencies and continuing thereafterthe prior written consent of the Holders of a majority of the Outstanding Principal Balance of the Senior Class (provided that the consent of the Holders of the Senior Class will be deemed to have been given if the Holders of the Senior Class do not respond within fourteen (14) days of receipt by such Holders from the Issuer or the Trustee of a request for such consent), aggregate rent and other payments under a Lease or Leases to any single tenant or any group of Affiliates thereof the Issuer shall not account for more than thirtypermit any Issuer Subsidiary to lease or re-five percent (35%) lease any Aircraft if entering into such proposed Lease would cause the Portfolio to exceed any of Adjusted Net Operating Income from the Borrowing Base Properties Concentration Limits set forth in Exhibit C hereto (the “Single Tenant LimitationConcentration Limits”); . Without prior written notification to each of the Rating Agencies and the prior written consent of the Holders of a majority of the Outstanding Principal Balance of the Senior Class (provided that the consent of the Holders of the Senior Class will be deemed to have been given if the Holders of the Senior Class do not respond within fourteen (14) days of receipt by such Holders from the Issuer or the Trustee of a failure to satisfy request for such consent), the requirements of this §9.10(a) Issuer shall not result permit any Issuer Group Member (i) to lease or re-lease any Aircraft to any Lessee habitually based or domiciled in any Real Estate not being included as a Borrowing Base Property, but any such rent and other payments accounting for more than the Single Tenant Limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base Availability. (b) Commencing on the date of the IPO Event and continuing thereafter, no more than thirty-five percent (35%) jurisdictions set forth as “Prohibited” in the last section of the Borrowing Base Availability shall be attributable Concentration Limits set forth on Exhibit C hereto (each such jurisdiction, a “Prohibited Country”), (ii) to enter into any single Borrowing Base Property; provided Lease (including any renewal or extension of any existing Lease) that expressly permits the Lessee to sublease an Aircraft to a failure sublessee habitually based or domiciled in a Prohibited Country or (iii) to satisfy consent to a sublease of an Aircraft to a sublessee of an Aircraft habitually based or domiciled in a Prohibited Country. The calculations with respect to the requirements of this §9.10(b) shall not result Concentration Limits as set forth in any Real Estate not being included as a Borrowing Base Property, but any Borrowing Base Availability in excess of such limitation shall be excluded. (c) Commencing on the date hereof and continuing until the date Exhibit C hereto assume that is six (6) months after the occurrence all of the IPO Event, no more than thirty-five percent (35%) of the total Adjusted Net Operating Income or the aggregate Appraised Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, and commencing on the date that is six (6) months after the occurrence of the IPO Event and continuing thereafter, no more than twenty-five percent (25%) of the total Adjusted Net Operating Income or the aggregate Appraised Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, provided that a failure to satisfy the requirements of this §9.10(c) shall not result in any Real Estate not being included as a Borrowing Base Property but any such Adjusted Net Operating Income or Appraised Value in excess of such limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base AvailabilityInitial Aircraft have been delivered.

Concentration Limits. (a) Commencing on the date Without prior written notification to each of the IPO Event Rating Agencies, receipt of a Rating Agency Confirmation from Moody’s alone and continuing thereafterthe prior written consent of the Policy Provider, aggregate rent and other payments the Issuer shall not permit any Issuer Subsidiary to lease or re-lease any Aircraft if entering into such proposed Lease would cause the Portfolio to exceed any of the Concentration Limits set forth in Exhibit B hereto (excluding from such limits renewals or extensions of a Lease to an existing Lessee under a Lease or Leases entered into in compliance with the Concentration Limits and as such limits may be adjusted by the Issuer from time to any single tenant or any group time, subject to a Rating Agency Confirmation from Moody’s alone and the prior written consent of Affiliates thereof shall not account for more than thirty-five percent (35%) of Adjusted Net Operating Income from the Borrowing Base Properties (Policy Provider, the “Single Tenant LimitationConcentration Limits”); provided that the Issuer or any Issuer Subsidiary shall be entitled to renew or extend any Lease to the existing Lessee thereunder irrespective of the effect of such renewal or extension on the Concentration Limits (and if the Concentration Limits absent such exception would be exceeded as a failure result of any such renewal or extension, the Issuer shall give written notification thereof to satisfy the requirements of this §9.10(a) Rating Agencies and the Policy Provider); and provided that, unless otherwise elected by the Manager, the Concentration Limits shall be determined without giving effect to any Aircraft contributed to the Issuer Group. The Issuer shall not result permit any Issuer Group Member to (i) lease (including any renewal or extension of any existing Lease) any Aircraft to any Lessee habitually based or domiciled in any Real Estate not being included as a Borrowing Base Property, but any such rent and other payments accounting for more than the Single Tenant Limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base Availability. (b) Commencing on the date of the IPO Event and continuing thereafter, no more than thirty-five percent (35%) jurisdictions set forth as “Prohibited” in the last section of the Borrowing Base Availability shall be attributable Concentration Limits as set forth on Exhibit B hereto as amended from time to any single Borrowing Base Property; provided that time upon the receipt of a failure to satisfy Rating Agency Confirmation and the requirements of this §9.10(b) shall not result in any Real Estate not being included as a Borrowing Base Property, but any Borrowing Base Availability in excess of such limitation shall be excluded. (c) Commencing on the date hereof and continuing until the date that is six (6) months after the occurrence prior written consent of the IPO EventPolicy Provider (each such jurisdiction, no more than thirty-five percent a “Prohibited Country”), (35%ii) enter into any Lease (including any renewal or extension of any existing Lease) that expressly permits the total Adjusted Net Operating Income Lessee to sublease an Aircraft to a sublessee habitually based or the aggregate Appraised Value domiciled in a Prohibited Country, or (iii) consent to a sublease of the Borrowing Base Properties shall be attributable an Aircraft to Newly-Built Properties, and commencing on the date that is six (6) months after the occurrence of the IPO Event and continuing thereafter, no more than twenty-five percent (25%) of the total Adjusted Net Operating Income a sublessee habitually based or the aggregate Appraised Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, provided that domiciled in a failure to satisfy the requirements of this §9.10(c) shall not result in any Real Estate not being included as a Borrowing Base Property but any such Adjusted Net Operating Income or Appraised Value in excess of such limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base AvailabilityProhibited Country.

Concentration Limits. (a) Commencing on Without prior written notification to Standard & Poor’s and Fitch, receipt of a Rating Agency Confirmation from Moody’s alone and the date prior written consent of the IPO Event and continuing thereafterPolicy Provider, aggregate rent and other payments the Issuer shall not permit any Issuer Subsidiary to lease or re-lease any Aircraft if entering into such proposed Lease would cause the Portfolio (including after giving effect to the acquisition of any Substitute Aircraft) to exceed any of the Concentration Limits set forth in Exhibit B hereto (excluding from such limits renewals or extensions of a Lease to an existing Lessee under a Lease entered into in compliance with the Concentration Limits and as such limits may be adjusted or Leases changed by the Issuer from time to any single tenant or any group time, subject to a Rating Agency Confirmation from Moody’s alone, the delivery of Affiliates thereof shall not account for more than thirty-five percent (35%) prior written notice to Standard & Poor’s and Fitch and the prior written consent of Adjusted Net Operating Income from the Borrowing Base Properties (Policy Provider, the “Single Tenant LimitationConcentration Limits”); provided that the Issuer or any Issuer Subsidiary shall be entitled to renew or extend any Lease to the existing Lessee thereunder irrespective of the effect of such renewal or extension on the Concentration Limits (and if the Concentration Limits absent such exception would be exceeded as a failure result of any such renewal or extension, the Issuer shall give written notification thereof to satisfy the requirements Rating Agencies and the Policy Provider); and provided that, unless otherwise elected by the Administrative Agent, the Concentration Limits shall be determined without giving effect to any Aircraft contributed (by way of this §9.10(aEquity Contributions) to the Issuer Group. The Issuer shall not result permit any Issuer Group Member to (i) lease (including any renewal or extension of any existing Lease) any Aircraft to any Lessee habitually based or domiciled in any Real Estate not being included as a Borrowing Base Property, but any such rent and other payments accounting for more than the Single Tenant Limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base Availability. (b) Commencing on the date of the IPO Event and continuing thereafter, no more than thirty-five percent (35%) jurisdictions set forth as “Prohibited” in the last section of the Borrowing Base Availability shall be attributable Concentration Limits as set forth on Exhibit B hereto as amended from time to any single Borrowing Base Property; provided that time upon the receipt of a failure Rating Agency Confirmation from Moody’s alone, the delivery of prior written notice to satisfy Standard & Poor’s and Fitch and the requirements of this §9.10(b) shall not result in any Real Estate not being included as a Borrowing Base Property, but any Borrowing Base Availability in excess of such limitation shall be excluded. (c) Commencing on the date hereof and continuing until the date that is six (6) months after the occurrence prior written consent of the IPO EventPolicy Provider (each such jurisdiction, no more than thirty-five percent a “Prohibited Country”), (35%ii) enter into any Lease (including any renewal or extension of any existing Lease) that expressly permits the total Adjusted Net Operating Income Lessee to sublease an Aircraft to a sublessee habitually based or the aggregate Appraised Value domiciled in a Prohibited Country, or (iii) consent to a sublease of the Borrowing Base Properties shall be attributable an Aircraft to Newly-Built Properties, and commencing on the date that is six (6) months after the occurrence of the IPO Event and continuing thereafter, no more than twenty-five percent (25%) of the total Adjusted Net Operating Income a sublessee habitually based or the aggregate Appraised Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, provided that domiciled in a failure to satisfy the requirements of this §9.10(c) shall not result in any Real Estate not being included as a Borrowing Base Property but any such Adjusted Net Operating Income or Appraised Value in excess of such limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base AvailabilityProhibited Country.

Concentration Limits. (a) Commencing The Seller shall not sell or substitute Eligible Receivables on any Settlement Date if, and to the extent that, after giving effect to such sales and substitutions on such date (unless the Managing Facility Agent and all of the IPO Purchasers otherwise agree with respect to clauses (i) and (ii) below and unless the Managing Facility Agent and the Required Purchasers otherwise agree with respect to clauses (iii) through (xvi) below): (i) the aggregate outstanding Principal Balances of all Purchased Receivables in respect of a single Obligor and all of its Affiliates or a single Unaffiliated Foreign Lessee and all of its Affiliates would exceed an amount equal to 10% of the Outstanding Purchase Price on such Settlement Date, provided, that (x) if no Amortization Event has occurred and continuing thereafteris continuing, aggregate rent and other payments under a Lease or Leases the Seller may request that the 10% concentration limit with respect to any single tenant Obligor be waived and such waiver may be granted with the unanimous written consent of the Purchasers; and (y) if on any Settlement Date, Raytheon's Debt Rating is at either of the levels set forth below then the 10% concentration limit is hereby waived with respect to Great Lakes and Mesa and the concentration percentages for each set forth opposite such Debt Rating shall be applicable: Debt Rating Mesa % Great Lakes % BBB or any group Baa2 or higher 20% 15% below BBB or Baa2 15% 10%; (ii) the aggregate outstanding Principal Balances of Purchased Receivables of the five Obligors and all of their Affiliates thereof shall not account for more than thirty-five percent (with the largest aggregate outstanding Principal Balances would exceed an amount equal to 35%) % of Adjusted Net Operating Income from the Borrowing Base Properties (Outstanding Purchase Price on such Settlement Date; provided, that the “Single Tenant Limitation”); provided that a failure to satisfy Principal Balances of Receivables having Mesa as the requirements of this §9.10(a) shall not result in any Real Estate not being included as a Borrowing Base Property, but any such rent and other payments accounting for more than the Single Tenant Limitation applicable Obligor shall be excluded for from the foregoing concentration limitations unless Raytheon's Debt Rating is below either BBB or Baa2 during which time such Receivables shall be subject to the foregoing limitations. For purposes of calculating Adjusted Net this subsection 2.7(a)(ii), the Obligor under an Affiliate Receivable shall be deemed to be the Unaffiliated Foreign Lessee thereunder; (iii) the aggregate outstanding Principal Balances of Purchased Receivables created in connection with the financing or refinancing of Refinanced Aircraft would constitute more than 50% of the Outstanding Purchase Price paid for all Receivables (other than Wholesale Receivables) on such Settlement Date; (iv) the aggregate outstanding Principal Balances of all Nonstandard Receivables would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date; (v) the aggregate outstanding Principal Balances of all Secured Lease Receivables would exceed an amount equal to 35% of the Outstanding Purchase Price on such Settlement Date; (vi) the aggregate outstanding Principal Balances of all Uncertified Foreign Receivables (other than L/C Receivables and Foreign Wholesale Receivables) would exceed an amount equal to 40% of the Outstanding Purchase Price on such Settlement Date; (vii) the aggregate outstanding Principal Balances of all Purchased Receivables which are not required to be paid in consecutive monthly installments (including, without limitation, Quarterly Receivables and Semi-Annual Receivables) would exceed 20% of the Outstanding Purchase Price on such Settlement Date; (viii) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to which the Financed Aircraft related thereto are without conveyance numbers from the FAA on such Settlement Date would exceed, during such times as Raytheon's Debt Rating is equal to the levels set forth below, the corresponding percentage of the Outstanding Purchase Price on such Settlement Date: Concentration Raytheon Debt Rating Percentage Limit BBB/Baa2 or higher 25% below BBB/Baa2 0%; or (ix) with respect to each foreign jurisdiction (other than Brazil) whose long-term foreign currency debt rating is rated below BBB- and Baa3, the aggregate outstanding Principal Balances of all Purchased Receivables which are Foreign Receivables having a Foreign Obligor located in such jurisdiction would exceed an amount equal to 5% or, in the case of Brazil, 10% of the Outstanding Purchase Price on such Settlement Date. For purposes of this clause (ix), the Obligor under an Affiliate Receivable shall be deemed to be the Unaffiliated Foreign Lessee thereunder; (x) the aggregate outstanding Principal Balances of all Unsecured Receivables on any Settlement Date would exceed an amount equal to 30% of the Outstanding Purchase Price on such Settlement Date; (xi) the aggregate outstanding Principal Balances of all Wholesale Receivables would exceed an amount equal to 20% of the Outstanding Purchase Price on such Settlement Date; (xii) the aggregate outstanding Principal Balances of all Unsecured Foreign Receivables the Obligor of which is a Governmental Authority would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date; (xiii) the aggregate outstanding Principal Balances of all Extended Term Receivables would exceed an amount equal to 50% of the Outstanding Purchase Price on such Settlement Date; (xiv) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to Aircraft manufactured by any Person other than RAC would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date; (xv) the aggregate outstanding Principal Balances of all Purchased Receivables which are Lease Receivables which are carried on the books of Raytheon Credit or the Seller as operating leases (collectively, "Operating IncomeLease Receivables") would exceed an amount equal to 2% of the Outstanding Purchase Price on such Settlement Date; or (xvi) the aggregate outstanding Principal Balances of all Purchased Receivables with respect to which the FAA Assignment for the Financed Aircraft related thereto (if required pursuant to subsection 5.2(e) hereof) is without a conveyance number from the FAA on the Applicable Settlement Date would exceed an amount equal to 25% of the Outstanding Purchase Price on such Settlement Date; provided that, if Raytheon's Debt Yield and Borrowing Base AvailabilityRating is below BBB or Baa2, then such limit shall be reduced to 0%; or (xvii) the aggregate outstanding Principal Balances of all Travel Air Receivables on any Settlement Date would exceed an amount equal to 5% of the Outstanding Purchase Price on such Settlement Date. (b) Commencing If any such sale or substitution on any Settlement Date shall cause a breach of any of the limitations specified in subsections 2.7(a)(i) through 2.7(a)(xvii), the Seller shall, subject to subsection 2.13, repurchase from the Purchasers, on the Settlement Date immediately following the date the Managing Facility Agent notifies the Seller of such breach, sufficient Receivables such that after such repurchase such breach shall have been remedied (each Receivable so repurchased, a "Concentration Receivable"). The Seller shall effect such repurchase by depositing into the Concentration Account on such Settlement Date cash in an amount equal to the aggregate Outstanding Balances of the IPO Concentration Receivables plus, if a Trigger Amortization Event has occurred and continuing thereafteris continuing, no more than thirty-five percent accrued and unpaid interest thereon at the rate under the related Contract except to the extent (35%without duplication) of any payment made pursuant to subsection 2.18 for the Borrowing Base Availability Settlement Period during which such interest accrued and was not paid by the related Obligor. The amount of any such deposit shall be attributable to any single Borrowing Base Property; provided that a failure to satisfy the requirements of this §9.10(b) shall not result applied and distributed in any Real Estate not being included as a Borrowing Base Property, but any Borrowing Base Availability in excess of such limitation shall be excludedaccordance with subsections 2.15 and 2.16. (c) Commencing on the date hereof and continuing until the date that is six (6) months after the occurrence of the IPO Event, no more than thirty-five percent (35%) of the total Adjusted Net Operating Income or the aggregate Appraised Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, and commencing on the date that is six (6) months after the occurrence of the IPO Event and continuing thereafter, no more than twenty-five percent (25%) of the total Adjusted Net Operating Income or the aggregate Appraised Value of the Borrowing Base Properties shall be attributable to Newly-Built Properties, provided that a failure to satisfy the requirements of this §9.10(c) shall not result in any Real Estate not being included as a Borrowing Base Property but any such Adjusted Net Operating Income or Appraised Value in excess of such limitation shall be excluded for purposes of calculating Adjusted Net Operating Income, Debt Yield and Borrowing Base Availability.