Common use of Lease Documents Clause in Contracts

Lease Documents. (a) Purchaser has made available to Seller and Parent, as of the Lease Disclosure Date true and complete copies of each Lease Document have been made available to the Parent. As of the Lease Disclosure Date, there were no other material agreements between any AerCap Lessee and any Purchaser Group Member concerning any AerCap Aircraft that is the subject of the AerCap Lease Documents that has not been made available to the Parent. Each aircraft or aircraft engine lease or other agreements related thereto entered into by any Purchaser Group Member after the Lease Disclosure Date through the Signing Date was entered into in compliance with clause 8.4 as if such clause was in effect as of the Lease Disclosure Date (provided that for purposes of this sentence of this paragraph 20.2 of Part B of Schedule 1 all references to “Signing Date” in clause 8.4 shall be deemed to be references to the Lease Disclosure Date). Each AerCap Lease Document is a valid and binding obligation of each Purchaser Group Member that is party thereto and, to the knowledge of AerCap as of the Lease Disclosure Date each other party to such AerCap Lease Document, except for such failures to be valid and binding as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. Each AerCap Lease Document is enforceable against each Purchaser Group Member that is party thereto and, to the knowledge of AerCap, as of the Lease Disclosure Date, each other party to such AerCap Lease Document in accordance with its terms (subject in each case to the Bankruptcy Exceptions), except for such failures to be enforceable as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. No Purchaser Group Member or, to the knowledge of AerCap as of the Lease Disclosure Date, any other party to an AerCap Lease Document, (i) is in default or breach of any provision of any AerCap Lease Document (including the relevant AerCap Lessee’s obligations therein with respect to payment of rentals) and, to the knowledge of AerCap, as of the Lease Disclosure Date, there does not exist any event, condition or omission that would constitute such a default or breach (whether by lapse of time or notice or both), in each case, except as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect, or (ii) has the right (which is exercisable) to, or, to the knowledge of the AerCap, has provided notice of any intent to, cancel or terminate except for such cancelations or terminations as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. As of the Lease Disclosure Date, no Purchaser Group Member has received any notice from an AerCap Lessee of its exercise of an existing option to purchase any AerCap Aircraft or AerCap Engine under the applicable AerCap Lease Documents. To the knowledge of AerCap, as of the Lease Disclosure Date, no Purchaser Group Member has received notice under any AerCap Lease of any Event of Loss (as such term or any comparable term thereto is defined in the AerCap Lease) with respect to a total loss of any airframe of an any AerCap Aircraft.

Lease Documents. (a) Purchaser has The AerCap Entities have made available to Seller Existing Shareholders and the Parent, as of the Lease Disclosure Date true and complete copies of each Lease Document have been made available to the Parent(insofar as material). As of the Lease Disclosure Date, there were no other material agreements between any AerCap Lessee and any Purchaser AerCap Group Member concerning any AerCap Aircraft that is the subject of the AerCap Lease Documents that has not been made available to the Parent. Each 141 aircraft or aircraft engine lease or other agreements related thereto entered into by any Purchaser AerCap Group Member after the Lease Disclosure Date through the Signing Date was entered into in compliance with clause 8.4 as if such clause was in effect as of the Lease Disclosure Date (provided that for purposes of this sentence of this paragraph 20.2 of Part B of Schedule 1 1B all references to “Signing Date” in clause 8.4 shall be deemed to be references to the “Lease Disclosure Date”). Each AerCap Lease Document is a valid and binding obligation of each Purchaser AerCap Group Member that is party thereto and, to the knowledge of AerCap as of the Lease Disclosure Date each other party to such AerCap Lease Document, except for such failures to be valid and binding as, individually or in the aggregate, would not reasonably be expected to have a Purchaser AerCap Material Adverse Effect. Each AerCap Lease Document is enforceable against each Purchaser AerCap Group Member that is party thereto and, to the knowledge of AerCap, as of the Lease Disclosure Date, each other party to such AerCap Lease Document in accordance with its terms (subject in each case to the Bankruptcy Exceptions), except for such failures to be enforceable as, individually or in the aggregate, would not reasonably be expected to have a Purchaser AerCap Material Adverse Effect. No Purchaser AerCap Group Member or, to the knowledge of AerCap as of the Lease Disclosure Date, any other party to an AerCap Lease Document, (i) (a) is in default or material breach of any provision payment obligation of any AerCap Lease Document (including the relevant AerCap Lessee’s obligations therein with respect to payment of rentals) and, (b) to the knowledge of AerCap, as of the Lease Disclosure Date, there does not exist any event, condition or omission that would constitute such a default or breach (whether by lapse of time or notice or both), in each casecase of (a) and (b), except as, individually or in the aggregate, would not reasonably be expected to have a Purchaser AerCap Material Adverse Effect, or (ii) has the right (which is exercisable) to, or, to the knowledge of the AerCap, has provided notice of any intent to, cancel or terminate except for such cancelations or terminations as, individually or in the aggregate, would not reasonably be expected to have a Purchaser AerCap Material Adverse Effect. As of the Lease Disclosure Date, no Purchaser AerCap Group Member has received any notice from an AerCap Lessee of its exercise of an existing option to purchase any AerCap Aircraft or AerCap Engine under the applicable AerCap Lease Documents. To the knowledge of AerCap, as of the Lease Disclosure Date, no Purchaser AerCap Group Member has received notice under any AerCap Lease of any Event of Loss (as such term or any comparable term thereto is defined in the AerCap Lease) with respect to a total loss of any airframe of an any AerCap Aircraft.

Lease Documents. (a) Purchaser has Parent and Existing Shareholders have made available to Seller and Parentthe AerCap Entities, as of the Lease Disclosure Date Date, true and complete copies of each Lease Document have been made available to the Parent(insofar as material). As of the Lease Disclosure Date, there were no other material agreements between any AerCap Lessee and any Purchaser Company Group Member concerning any AerCap Aircraft that is the subject of the AerCap Lease Documents that has not been made available to the ParentAerCap Entities. Each aircraft or aircraft engine lease or other agreements related thereto entered into by any Purchaser Company Group Member after the Lease Disclosure Date through the Signing Date was entered into in compliance with clause 8.4 8.1 as if such clause was in effect as of the Lease Disclosure Date (provided that for purposes of this sentence of this paragraph 20.2 of Part B 21.2(a) of Schedule 1 1A all references to “Signing Date” in clause 8.4 8.1 and Schedule 2A shall be deemed to be references to the “Lease Disclosure Date”). Each AerCap Lease Document is a valid and binding obligation of each Purchaser Company Group Member that is party thereto and, to the knowledge of AerCap the Parent as of the Lease Disclosure 123 Date each other party to such AerCap Lease Document, except for such failures to be valid and binding as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. Each AerCap Lease Document is enforceable against each Purchaser Company Group Member that is party thereto and, to the knowledge of AerCapthe Parent, as of the Lease Disclosure Date, each other party to such AerCap Lease Document in accordance with its terms (subject in each case to the Bankruptcy Exceptions), except for such failures to be enforceable as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. No Purchaser Company Group Member or, to the knowledge of AerCap the Parent as of the Lease Disclosure Date, any other party to an AerCap a Lease Document, (i) (a) is in default or material breach of any provision payment obligation of any AerCap Lease Document (including the relevant AerCap Lessee’s obligations therein with respect to payment of rentals) and, (b) to the knowledge of AerCapthe Parent, as of the Lease Disclosure Date, there does not exist any event, condition or omission that would constitute such a default or breach (whether by lapse of time or notice or both), in each casecase of (a) and (b), except as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect, or (ii) has the right (which is exercisable) to, or, to the knowledge of the AerCapParent, has provided notice of any intent to, cancel or terminate terminate, except for such cancelations or terminations as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. As of the Lease Disclosure Date, no Purchaser Company Group Member has received any notice from an AerCap a Lessee of its exercise of an existing option to purchase any AerCap Aircraft or AerCap Engine under the applicable AerCap Lease Documents. To the knowledge of AerCapthe Parent, as of the Lease Disclosure Date, no Purchaser Company Group Member has received notice under any AerCap Lease of any Event of Loss (as such term or any comparable term thereto is defined in the AerCap Lease) with respect to a total loss of any airframe of an any AerCap Aircraft.

Lease Documents. (a) Purchaser has made available to Seller and Parent, as of The Lease Documents listed on the Lease Disclosure Date true and complete copies of each Lease Document have been made available to the Parent. As of the Lease Disclosure Date, there were no other material agreements between any AerCap Lessee and any Purchaser Group Member concerning any AerCap Aircraft that is the subject of the AerCap Lease Documents that has not been made available to the Parent. Each aircraft or aircraft engine lease or other agreements related thereto entered into by any Purchaser Group Member after the Lease Disclosure Date through the Signing Date was entered into in compliance with clause 8.4 as if such clause was in effect as of the Lease Disclosure Date (provided that for purposes of this sentence of this paragraph 20.2 of Part B of Schedule 1 all references to “Signing Date” in clause 8.4 shall be deemed to be references to the Lease Disclosure Date). Each AerCap Lease Document is a valid and binding obligation of each Purchaser Group Member that is party thereto and, to the knowledge of AerCap as of the Lease Disclosure Date each other party to such AerCap Lease Document, except for such failures to be valid and binding as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. Each AerCap Lease Document is enforceable against each Purchaser Group Member that is party thereto and, to the knowledge of AerCap, as of the Lease Disclosure Date, each other party to such AerCap Lease Document in accordance with its terms (subject in each case to the Bankruptcy Exceptions), except for such failures to be enforceable as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. No Purchaser Group Member or, to the knowledge of AerCap as of the Lease Disclosure Date, any other party to an AerCap Lease Document, (i) is in default contain all material obligations of (x) the Tenants or breach of any provision of any AerCap Lease Document (including other parties to the relevant AerCap Lessee’s obligations therein Subsidiaries with respect to payment of rentalsthe transactions contemplated by the Leases and (y) and, the Subsidiaries to the knowledge of AerCap, as of Tenants or any other parties with respect to the Lease Disclosure Date, there does not exist any event, condition or omission that would constitute such a default or breach (whether transactions contemplated by lapse of time or notice or both), in each case, except as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect, or Leases and (ii) has the right (which is exercisable) to, or, to the knowledge create all of the AerCap, has provided notice of any intent to, cancel or terminate except for such cancelations or terminations as, individually or in Encumbrances held by the aggregate, would not reasonably be expected Subsidiaries to have a Purchaser Material Adverse Effect. As secure the obligations of the Lease Disclosure Date, no Purchaser Group Member has received any notice from an AerCap Lessee of its exercise of an existing option to purchase any AerCap Aircraft or AerCap Engine Tenants under the applicable AerCap Leases; PROVIDED, HOWEVER, that the Lease Documents Schedule does not include a list of all of the Financing Statements included within the definition of Lease Documents. To the knowledge best of AerCapthe Meditrust Parties' knowledge, except as set forth on EXHIBIT YY-3 attached hereto, the Subsidiaries have not entered into any express written agreement waiving, in any material respect, any material obligation of any Tenant or any Guarantor under any of the Lease Disclosure DateDocuments that would pertain to any period from and after the date hereof. To the best of the Meditrust Parties' knowledge, no Purchaser Group Member has received notice none of the Subsidiaries is in default under any AerCap of the Lease Documents in any material respect. The Lease Documents listed on the Lease Documents Schedule have not been modified or amended, by written or express verbal agreement, except as expressly set forth on the Lease Documents Schedule. True and correct copies of the Lease Documents will be made available to the Purchaser for its review during the entire Study Period and thereafter until the Closing Date. No Rent (including, without limitation, Additional Rent) under any of the Leases has been paid in advance other than as set forth on EXHIBIT YY-2 attached hereto. Except as disclosed in the Lease Documents identified in the Lease Document Schedule or as set forth on EXHIBIT YY-3, none of the Tenants have been given any free rent, partial rent, rebates, rent abatements or rent concessions of any Event kind (including, without limitation, any waiver of Loss (as any such term or any comparable term thereto is defined in the AerCap Tenant's agreement to fulfill its payment obligations under its Lease) with respect that would pertain to a total loss any period from and after the Closing Date. The rent due and payable per annum currently payable under the Leases and the formula for computing Additional Rent thereunder is set forth on EXHIBIT YY-1 attached hereto. The Subsidiaries are the only Meditrust Entities that are parties to, are bound by or hold any interest in any of any airframe of an any AerCap Aircraftthe Lease Documents.

Lease Documents. (a) Purchaser has Parent and Seller have made available to Seller and ParenttoPurchaser, as of the Lease Disclosure Date Date, true and complete copies of each Lease Document have been made available to the ParentDocument. As of the Lease Disclosure Date, there were no other material agreements between any AerCap Lessee and any Purchaser Company Group Member concerning any AerCap Aircraft that is the subject of the AerCap Lease Documents that has not been made available to the ParentPurchaser. Each aircraft or aircraft engine lease or other agreements related thereto entered into by any Purchaser Company Group Member after the Lease Disclosure Date through the Signing Date was entered into in compliance with clause 8.4 8.1 as if such clause was in effect as of the Lease Disclosure Date (provided that for purposes of this sentence of this paragraph 20.2 22.2(a) of Part B A of Schedule 1 all references to “Signing Date” in clause 8.4 8.1 and Part A of Schedule 2 shall be deemed to be references to the “Lease Disclosure Date”). Each AerCap Lease Document is a valid and binding obligation of each Purchaser Company Group Member that is party thereto and, to the knowledge of AerCap the Parent as of the Lease Disclosure Date each other party to such AerCap Lease Document, except for such failures to be valid and binding as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. Each AerCap Lease Document is enforceable against each Purchaser Company Group Member that is party thereto and, to the knowledge of AerCapthe Parent, as of the Lease Disclosure Date, each other party to such AerCap Lease Document in accordance with its terms (subject in each case to the Bankruptcy Exceptions), except for such failures to be enforceable as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. No Purchaser Company Group Member or, to the knowledge of AerCap the Parent as of the Lease Disclosure Date, any other party to an AerCap a Lease Document, (i) is in default or breach of any provision of any AerCap Lease Document (including the relevant AerCap Lessee’s obligations therein with respect to payment of rentals) and, to the knowledge of AerCapthe Parent, as of the Lease Disclosure Date, there does not exist any event, condition or omission that would constitute such a default or breach (whether by lapse of time or notice or both), in each case, except as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect, or (ii) has the right (which is exercisable) to, or, to the knowledge of the AerCapParent, has provided notice of any intent to, cancel or terminate terminate, except for such cancelations or terminations as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. As of the Lease Disclosure Date, no Purchaser Company Group Member has received any notice from an AerCap a Lessee of its exercise of an existing option to purchase any AerCap Aircraft or AerCap Engine under the applicable AerCap Lease Documents. To the knowledge of AerCapthe Parent, as of the Lease Disclosure Date, no Purchaser Company Group Member has received notice under any AerCap Lease of any Event of Loss (as such term or any comparable term thereto is defined in the AerCap Lease) with respect to a total loss of any airframe of an any AerCap Aircraft.

Lease Documents. The Lease Documents listed on the Lease Documents Schedule (ai) Purchaser has made available contain all material obligations of (x) the Tenants (or any other parties) to Seller the Sellers with respect to the transactions contemplated by the Leases and Parent(y) the Sellers to the Tenants (or any other parties) with respect to the transactions contemplated by the Leases and (ii) create all of the Encumbrances held by the Sellers to secure the obligations of the Tenants under the Leases. The rent due and payable per annum currently payable under the Leases is set forth on the rent roll for the Properties (the “Rent Roll”) attached hereto as EXHIBIT BB. Except as disclosed in the Reimbursement Agreements or as set forth on the Lease Document Schedule, as the Sellers have not entered into any express written agreement waiving, in any material respect, any material obligation of any Tenant or any Guarantor under any of the Lease Disclosure Date true Documents that would pertain to any period from and after the Effective Date. The Lease Documents listed on the Lease Documents Schedule have not been modified or amended except as expressly set forth on the Lease Documents Schedule. True, correct and complete copies of each the Lease Document Documents have been made available to the ParentPurchaser for its review prior to the Effective Date. As of the Lease Disclosure Effective Date, there were no other material agreements between rent under any AerCap Lessee and any Purchaser Group Member concerning any AerCap Aircraft that is the subject of the AerCap Lease Documents that Leases has not been made available to paid in advance other than as set forth on the ParentRent Roll. Each aircraft or aircraft engine lease or other agreements related thereto entered into by Except as disclosed in any Purchaser Group Member after the Lease Disclosure Date through the Signing Date was entered into in compliance with clause 8.4 as if such clause was in effect as of the Lease Disclosure Date Documents listed on the Lease Document Schedule or the Reimbursement Agreements, none of the Tenants has been given any free rent, partial rent, rebates, rent abatements or rent concessions of any kind (provided including, without limitation, any waiver of any such Tenant’s agreement to fulfill its payment obligations under its Lease) that for purposes of this sentence of this paragraph 20.2 of Part B of Schedule 1 all references would pertain to “Signing any period from and after the Closing Date” in clause 8.4 shall be deemed . The Rent Roll and the Security Deposit List attached hereto, and the updated Rent Roll and the Security Deposit List to be references to delivered at the Lease Disclosure Date). Each AerCap Lease Document is a valid Closing, are and binding obligation of each Purchaser Group Member that is party thereto and, to the knowledge of AerCap as of the Lease Disclosure Date each other party to such AerCap Lease Document, except for such failures to will be valid true and binding as, individually or correct in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. Each AerCap Lease Document is enforceable against each Purchaser Group Member that is party thereto and, to the knowledge of AerCap, as of the Lease Disclosure Date, each other party to such AerCap Lease Document in accordance with its terms (subject in each case to the Bankruptcy Exceptions), except for such failures to be enforceable as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. No Purchaser Group Member or, to the knowledge of AerCap as of the Lease Disclosure Date, any other party to an AerCap Lease Document, (i) is in default or breach of any provision of any AerCap Lease Document (including the relevant AerCap Lessee’s obligations therein with respect to payment of rentals) and, to the knowledge of AerCap, as of the Lease Disclosure Date, there does not exist any event, condition or omission that would constitute such a default or breach (whether by lapse of time or notice or both), in each case, except as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect, or (ii) has the right (which is exercisable) to, or, to the knowledge of the AerCap, has provided notice of any intent to, cancel or terminate except for such cancelations or terminations as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. As of the Lease Disclosure Date, no Purchaser Group Member has received any notice from an AerCap Lessee of its exercise of an existing option to purchase any AerCap Aircraft or AerCap Engine under the applicable AerCap Lease Documents. To the knowledge of AerCap, as of the Lease Disclosure Date, no Purchaser Group Member has received notice under any AerCap Lease of any Event of Loss (as such term or any comparable term thereto is defined in the AerCap Lease) with respect to a total loss of any airframe of an any AerCap Aircraftall material respects.

Lease Documents. (a) Purchaser has made available to Seller and Parent, as of The Lease Documents listed on the Lease Disclosure Date true and complete copies of each Lease Document have been made available to the Parent. As of the Lease Disclosure Date, there were no other material agreements between any AerCap Lessee and any Purchaser Group Member concerning any AerCap Aircraft that is the subject of the AerCap Lease Documents that has not been made available to the Parent. Each aircraft or aircraft engine lease or other agreements related thereto entered into by any Purchaser Group Member after the Lease Disclosure Date through the Signing Date was entered into in compliance with clause 8.4 as if such clause was in effect as of the Lease Disclosure Date (provided that for purposes of this sentence of this paragraph 20.2 of Part B of Schedule 1 all references to “Signing Date” in clause 8.4 shall be deemed to be references to the Lease Disclosure Date). Each AerCap Lease Document is a valid and binding obligation of each Purchaser Group Member that is party thereto and, to the knowledge of AerCap as of the Lease Disclosure Date each other party to such AerCap Lease Document, except for such failures to be valid and binding as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. Each AerCap Lease Document is enforceable against each Purchaser Group Member that is party thereto and, to the knowledge of AerCap, as of the Lease Disclosure Date, each other party to such AerCap Lease Document in accordance with its terms (subject in each case to the Bankruptcy Exceptions), except for such failures to be enforceable as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. No Purchaser Group Member or, to the knowledge of AerCap as of the Lease Disclosure Date, any other party to an AerCap Lease Document, (i) is in default contain all material obligations of (x) the Tenants or breach of any provision of any AerCap Lease Document (including other parties to the relevant AerCap Lessee’s obligations therein Subsidiaries with respect to payment of rentalsthe transactions contemplated by the Leases and (y) and, the Subsidiaries to the knowledge of AerCap, as of Tenants or any other parties with respect to the Lease Disclosure Date, there does not exist any event, condition or omission that would constitute such a default or breach (whether transactions contemplated by lapse of time or notice or both), in each case, except as, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect, or Leases and (ii) has the right (which is exercisable) to, or, to the knowledge create all of the AerCap, has provided notice of any intent to, cancel or terminate except for such cancelations or terminations as, individually or in Encumbrances held by the aggregate, would not reasonably be expected Subsidiaries to have a Purchaser Material Adverse Effect. As secure the obligations of the Lease Disclosure Date, no Purchaser Group Member has received any notice from an AerCap Lessee of its exercise of an existing option to purchase any AerCap Aircraft or AerCap Engine Tenants under the applicable AerCap Leases; PROVIDED, HOWEVER, that the Lease Documents Schedule does not include a list of all of the Financing Statements included within the definition of Lease Documents. To the knowledge best of AerCapthe Meditrust Parties' knowledge, except as set forth on EXHIBIT YY-3 attached hereto, the Subsidiaries have not entered into any express written agreement waiving, in any material respect, any material obligation of any Tenant or any Guarantor under any of the Lease Disclosure DateDocuments that would pertain to any period from and after the date hereof. To the best of the Meditrust Parties' knowledge, no Purchaser Group Member has received notice none of the Subsidiaries is in default under any AerCap of the Lease Documents in any material respect. The Lease Documents listed on the Lease Documents Schedule have not been modified or amended, by written or express verbal agreement, except as expressly set forth on the Lease Documents Schedule. True and correct copies of the Lease Documents will be made available to the Purchaser for its review during the entire Study Period and thereafter until the Closing Date. No Rent (including, without limitation, Additional Rent) under any of the Leases has been paid in advance other than as set forth on EXHIBIT YY-2 attached hereto. Except as disclosed in the Lease Documents identified in the Lease Document Schedule or as set forth on EXHIBIT YY-3, none of the Tenants have been given any free rent, partial rent, rebates, rent abatements or rent concessions of any Event kind (including, without limitation, any waiver of Loss (as any such term or any comparable term thereto is defined in the AerCap Tenant's agreement to fulfill its payment obligations under its Lease) with respect that would pertain to a total loss any period from and after the Closing Date. The rent due and payable per annum currently payable under the Leases and the formula for computing Additional Rent thereunder is set forth on EXHIBIT YY-1 attached hereto. The Subsidiaries are the only Meditrust Entities that are parties to, are bound by or hold any interest in any of any airframe of an any AerCap Aircraft.the Lease Documents. (2)