Exhibit 2.23

Private & Confidential

Execution Copy

Dated 12 March 2009

	THE BANKS AND FINANCIAL INSTITUTIONS
	NAMED HEREIN	(1)
	as ECA Lenders

	CALYON	(2)
	as ECA Agent

	CALYON	(3)
	as Security Trustee

	CONSTELLATION AIRCRAFT LEASING LIMITED	(4)
	as Principal Borrower

	ANDROMEDA AIRCRAFT LEASING LIMITED	(5)
	and
	AQUARIUS AIRCRAFT LEASING LIMITED
	as Lessees

	AERVENTURE LIMITED	(6)

	and
	AERCAP HOLDINGS N.V.	(7)

FACILITY AGREEMENT
in respect of up to twenty (20)
Airbus A320 Aircraft

Contents

Clause		Page

1	Definitions	1

2	Availability - ECA Facility	2

3	Utilisation of the ECA Facility	4

4	Representations and warranties	5

5	Undertakings and covenants - general	11

6	Undertakings and covenants of Lessees - operational and sub-leasing	16

7	Change of ownership and/or leasing structure with respect to an Aircraft	26

8	Mitigation	35

9	Contest	36

10	Covenants - ECA Finance Parties	38

11	Enforcement of Trust Documents	42

12	Proceeds Account	45

13	Application of sums received	46

14	Fees, Expenses and indemnities	57

15	ECA Agent	59

16	Appointment and powers of the Security Trustee	62

17	Declaration of trust; supplemental provisions	63

18	Restrictions and limitations on and exclusions of the duties and responsibilities of the Security Trustee	64

19	No restriction on or liability to account for other transactions	66

20	Common Agent and Security Trustee	66

21	Change of Security Trustee	67

22	Limited recourse obligations of Borrowers	68

23	Set-off	70

24	Notices	71

25	Confidentiality	73

26	Joint and several liability	73

27	Consents and related matters	74

28	Subordination	74

29	Miscellaneous	75

30	Transfers	78

31	Governing law and jurisdiction	80

32	Contracts (Rights of Third Parties) Act 1999	81

33	Export Credit Agency	81

34	Parallel debt	82


Schedule 1 Definitions		84

Schedule 2 The Lenders		129

Schedule 3 The Aircraft		130

Schedule 4 ECA Utilisation Notice		131

Schedule 5 - IDERA Form of Irrevocable De-registration and Export Request Authorisation		133

Schedule 6 ECA Loan Agreement		135

Schedule 7 Operational Undertakings		136

Schedule 8 Sub-Lease requirements		150

Schedule 9 Quiet Enjoyment Undertaking		155

Schedule 10 Part I : Conditions precedent - initial		157

Schedule 11 Transfer Certificate		161

Schedule 12 English Law Mortgage Letter		165

THIS FACILITY AGREEMENT is made on 12 March 2009, as a deed

BETWEEN:

(1) THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 2 as ECA Lenders;

(2) CALYON, a société anonyme established under the laws of France with a capital social of 6,055,504,839 Euros, whose registered office is at 9 Quai du President Paul Doumer, 92920 Paris La Defense Cedex, France, in its capacity as agent of the ECA Lenders;

(3) CALYON, a société anonyme established under the laws of France with a capital social of 6,055,504,839 Euros, whose registered office is at 9 Quai du President Paul Doumer, 92920 Paris La Defense Cedex, France, in its capacity as Security Trustee for and on behalf of the Secured Parties;

(4) CONSTELLATION AIRCRAFT LEASING LIMITED, a company incorporated under the laws of the Cayman Islands and having its registered office at Walkers SPV Limited, Walker House, Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands as Principal Borrower;

(5) ANDROMEDA AIRCRAFT LEASING LIMITED, a company incorporated under the laws of Ireland, whose registered office is at AerCap House, Shannon, Co. Clare, Ireland (the “First Lessee”); and

AQUARIUS AIRCRAFT LEASING LIMITED, a limited liability company incorporated under the laws of Bermuda having its registered office at Clarendon House, 2 Church Street, Hamilton, Bermuda HM 11 (the “First Intermediate Lessee”),

as Lessees.

(6) AERVENTURE LIMITED a company incorporated under the laws of Ireland and having its registered office at AerCap House, Shannon, Co. Clare, Ireland; and

(7) AERCAP HOLDINGS N.V., a company organised and existing under the laws of the Netherlands whose registered office is at AerCap House, Stationsplein 965, 1117 CE Schiphol Airport, Amsterdam, The Netherlands.

IT IS AGREED as follows:

1 Definitions

In this Agreement (including schedules), except where the context otherwise requires or there is express provision to the contrary, words and expressions set out in Schedule 1 shall have the meanings ascribed thereto. The rules of interpretation set out in Schedule 1 are also applicable to this Agreement.

2 Availability - ECA Facility

2.1 ECA Facility

Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties of each Lessee and each Borrower set out in clause 4, the ECA Lenders hereby grant and undertake to make available to the Borrowers a loan facility in the principal amount of up to the ECA Facility Amount as ECA Loans.

2.2 ECA Availability Period

2.2.1 The ECA Facility shall be available for drawdown at any time during the ECA Availability Period on the terms and subject to the conditions of this Agreement.

2.2.2 It is currently contemplated that each of the Aircraft will be delivered during the Scheduled Delivery Month for that Aircraft. AerVenture shall, as soon as reasonably practicable following receipt of notice from or agreement with the Manufacturer of a change to the Scheduled Delivery Month for an Aircraft, notify the ECA Agent of that change. Upon receipt by the ECA Agent of that notice and provided that the new scheduled delivery month falls (a) no later than six (6) months after the original Scheduled Delivery Month for the relevant Aircraft specified in Part 1 of Schedule 3, and (b) within the ECA Availability Period, the Scheduled Delivery Month for that Aircraft shall, be amended accordingly. If either (a) or (b) does not apply, then, unless the ECA Agent otherwise agrees, that Aircraft shall thereupon cease to be an Aircraft under and for the purposes of this Agreement and the ECA Commitments for that Aircraft shall be reduced to zero.

2.3 Number and composition of ECA Loans

2.3.1 The ECA Facility shall be available as up to twenty (20) ECA Loans, constituting one ECA Loan for each Aircraft.

2.3.2 The maximum amount of the ECA Loan for each Aircraft shall be the Maximum ECA Amount for that Aircraft.

2.3.3 Subject to the terms and conditions of this Agreement and the ECA Loan Agreement for that ECA Loan, each ECA Lender for an Aircraft shall participate in an ECA Loan for an Aircraft through its Lending Office in an amount equal to its ECA Commitment for that Aircraft.

2.3.4 To the extent that, pursuant to the Transaction Documents, the ECA Commitments for an Aircraft, and/or the Unutilised ECA Facility are from time to time reduced:

2.3.5 the Maximum ECA Amount for an Aircraft shall from time to time be reduced by an amount equal to all reductions in the ECA Commitments for that Aircraft;

2.3.6 the ECA Facility Amount shall from time to time be reduced by an amount equal to all reductions in the ECA Commitments for any Aircraft and/or the Unutilised ECA Facility (but without double counting); and

2.3.7 the Unutilised ECA Facility shall from time to time be reduced by an amount equal to all reductions in the ECA Commitments for any Aircraft.

2.4 Cancellation of the ECA Facility

Upon the expiry of the ECA Availability Period, the Unutilised ECA Facility (if any) then remaining shall be cancelled.

2.5 Currency

Each ECA Loan shall be drawn down wholly in Dollars.

2.6 Terms and conditions

Each ECA Loan shall be documented by an ECA Loan Agreement.

2.7 Several obligations

2.7.1 The obligations of each ECA Lender to make its ECA Commitment or any part thereof available and to perform its obligations under this Agreement and the other Transaction Documents are several and not joint. The failure of any ECA Lender to perform its obligations under this Agreement or any other Transaction Document shall not result in any of the other ECA Finance Parties assuming any additional obligation or liability whatsoever.

2.7.2 Nothing contained in any Transaction Document shall constitute a partnership, association, joint venture or other entity between any two or more of the ECA Finance Parties.

2.8 Repayment Schedules

2.8.1 Each ECA Loan shall be repaid on a quarterly instalment basis, one on each ECA Repayment Date for that ECA Loan, in the amounts specified in Schedule 1 to the ECA Loan Agreement for that ECA Loan, with the final repayment being due on the Final ECA Repayment Date for that ECA Loan.

2.8.2 The amounts of the repayment instalments shown in Schedule 1 to the ECA Loan Agreement for an ECA Loan shall be calculated on a mortgage style basis applying the Relevant Rate plus the ECA Margin for that ECA Loan.

2.9 ECA Premium

Each Obligor hereby expressly agrees and acknowledges that the ECA Premium for an ECA Loan is payable to COFACE in full, as a condition to, and prior to, the issue by COFACE of the Support Agreement for that ECA Loan and is not refundable in whole or in part in any circumstances or for any reason whatsoever except if COFACE does not issue its Support Agreement for that ECA Loan. The Borrower in relation to an Aircraft agrees with the Lessee of that Aircraft that it will pay the ECA Premium for the ECA Loan for that Aircraft to the ECA Agent as soon as reasonably practicable following the receipt by that Borrower of the full amount of the Initial Rent under (and as defined in) the Lease for that Aircraft.

3.2 Conditions precedent

3.2.1 The obligations of each of the ECA Finance Parties under this Agreement and the relevant ECA Loan Agreement in respect of the first ECA Loan shall be subject to the ECA Agent having received (or (acting on the instructions of the Majority Lenders) having waived receipt of) the documents and other evidence referred to in Part I of Schedule 10, in each case, in form and substance satisfactory to the ECA Agent (acting reasonably).

3.2.2 The obligations of each of the ECA Finance Parties under this Agreement and the relevant ECA Loan Agreement in respect of each ECA Loan shall be subject to:

(a) the ECA Agent having received (or (acting on the instructions of the Majority Lenders) having waived receipt of) the documents and other evidence referred to in Part II of Schedule 10 in form and substance satisfactory to the ECA Agent and, if the relevant Aircraft is to be placed on lease to a Sub-Lessee pursuant to a Sub-Lease on the ECA Drawdown Date for that ECA Loan, the Sub-Lease Requirements shall have been complied with in full to the satisfaction of the ECA Agent (acting reasonably) in respect of that Sub-Lease;

(b) no Relevant Event, Termination Event, ECA Utilisation Block Event or Mandatory Prepayment Event in respect of that Aircraft having occurred which is continuing;

(c) any requisite approvals of the competent authorities of the French Republic shall have been obtained and COFACE shall have indicated that it is willing to issue its Support Agreement (subject to satisfaction of the relevant conditions precedent) in terms satisfactory to the ECA Agent on that ECA Drawdown Date; and

(d) in the case of each Lender, that Lender having received approval from its credit committee to enter into the transactions contemplated by this Agreement and the relevant ECA Loan Agreement and to the relevant Margin, and the relevant arrangement fee payable pursuant to the relevant Fee Letter, having been agreed.

4 Representations and warranties

4.1 Representations and warranties of each Borrower

To induce each of the ECA Finance Parties, the Lessees, AerVenture and the other AerCap Obligors to enter into the Transaction Documents, each Borrower represents and warrants (as to itself only) to the ECA Finance Parties, the Lessees, AerVenture and each of the other AerCap Obligors that:

4.1.1 it is duly organised or, as the case may be, incorporated and validly existing under the laws of its State of Incorporation, and has full power, authority and legal right to own its property and carry on its business as presently conducted;

4.1.2 it has the power and capacity to execute and deliver, and to perform its obligations under, the Borrower Documents and all necessary action has been or will prior to the entering into of the same be taken to authorise the execution, delivery and performance of the same;

4.1.3 all necessary legal action to authorise the person or persons who execute and deliver the Borrower Documents to execute and deliver the same and thereby bind it to all the terms and conditions hereof and thereof and to act for and on behalf of it as contemplated hereby and thereby has been or will prior to the entering into of the same be taken;

4.1.4 the Borrower Documents constitute or will when executed constitute its legal, valid and binding obligations enforceable in accordance with their terms subject to bankruptcy, insolvency and other laws affecting creditor’s rights generally, subject to general principles of equity and subject to the qualifications set out in the legal opinions to be provided to the ECA Finance Parties in accordance with the provisions of this Agreement;

4.1.5 the execution and delivery by it of, the performance of its obligations under, and compliance with the provisions of, the Borrower Documents will not (i) contravene any existing Applicable Law of its State of Incorporation to which it is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any document, instrument or agreement to which it is a party or is subject or by which it or any of its assets may be bound, (iii) contravene or conflict with any provision of its constitutional documents, or (iv) result in the creation or imposition of, or oblige it to create, any Lien on or over any of its assets other than any Lien created pursuant to or permitted by the Transaction Documents;

4.1.6 save in respect of applicable Cayman Islands stamp duty, every consent, authorisation, licence or approval of, or registration with or declaration to, any Government Entity of its State of Incorporation in connection with the execution, delivery, validity, enforceability or admissibility in evidence of the Borrower Documents, or the performance by it of its obligations under the Borrower Documents has been or will prior to the relevant ECA Drawdown Date be obtained or made and is or will prior to the relevant ECA Drawdown Date be in full force and effect and there has been no default in the observance of any of the conditions or restrictions (if any) imposed in, or in connection with, any of the same;

4.1.7 no litigation, arbitration or administrative proceeding is taking place, pending or, to its knowledge or the knowledge of its officers, threatened against it or against any of its assets;

4.1.8 it has not taken any action nor, to its knowledge or the knowledge of its officers, have any steps been taken or legal proceedings been started for any Insolvency Event in relation to it;

4.1.9 the claims of the ECA Finance Parties against it under this Agreement and the other Borrower Documents rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application or otherwise mandatorily preferred by law;

4.1.10 except as otherwise permitted hereunder, there have been no amendments or supplements to its constitutional documents from the form of those documents last supplied by it to the ECA Agent and the constitutional documents in the form last supplied by it to the ECA Agent remain in full force and effect;

4.1.11 the board resolutions and, if applicable, power of attorney supplied by it to the ECA Agent pursuant to the provisions of this Agreement remain in full force and effect and have not been amended, supplemented, varied or revoked, in whole or in part, since they were entered into and the authority therein given to the persons therein named to agree and execute on its behalf the Borrower Documents remains in full force and effect and has not been revoked, amended, supplemented or varied, in whole or in part;

4.1.12 it has not, prior to entering into the Borrower Documents, engaged in any business or transaction or entered into any contract or agreement with any person or otherwise created or incurred any liability to, or acquired any asset from, any person, other than any such transactions, contracts, agreements or liabilities or acquisitions of assets as (i) have been necessary solely in order for it to establish itself as a company duly incorporated and validly existing under the laws of its State of Incorporation, or (ii) have occurred pursuant to or are contemplated by any of the Borrower Documents;

4.1.13 no Borrower Event has occurred and is continuing;

4.1.14 it has delivered all tax returns which, as of the date hereof, it is legally required to deliver and has paid all payments which are due and payable, as of the date hereof, to the tax authorities in its jurisdiction of incorporation;

4.1.15 all amounts payable by it under the Borrower Documents may be made without any deduction or withholding for or on account of any Tax;

4.1.16 no stamp, registration or similar Tax is required to be paid in its jurisdiction of incorporation on or in relation to the Borrower Documents or the transactions contemplated by the Borrower Documents unless, in the case of Cayman Islands stamp duty, the Borrower Documents are executed in, or brought into, the Cayman Islands in original form;

4.1.17 no value added tax (or Tax of a similar nature) or import or export duty or tax is payable under the laws of its jurisdiction of incorporation in respect of any Borrower Document or the performance of the obligations under any Borrower Documents;

4.1.18 [not used];

4.1.19 none of its directors is resident for tax purposes in France;

4.1.20 its:

(a) irrevocable submission under the Borrower Documents to the jurisdiction of the courts referred to therein;

(b) agreement that the Borrower Documents are each governed by the law referred to therein; and

(c) agreement not to claim any immunity to which it or its assets may be entitled,

are legal, valid and binding under the laws of its jurisdiction of incorporation;

4.1.21 any judgment obtained in England, in relation to the Aircraft or this Agreement will be recognised and be enforceable by the courts of its jurisdiction of incorporation, subject

to any and all qualifications as set out in the legal opinion provided to, inter alios, the ECA Finance Parties pursuant to paragraph 5(b) of Schedule 10 Part I;

4.1.22 the Borrower has no Subsidiaries or employees; and

4.1.23 the Borrower’s Centre of Main Interests, corporate management, centre of administration and principal place of business is in the Cayman Islands and it does not have an establishment or place of business in any other jurisdiction.

4.2 Representations and warranties of each Lessee

To induce each of the ECA Finance Parties and each of the Borrowers to enter into the Transaction Documents, each Lessee represents and warrants (as to itself only) to the ECA Finance Parties and the Borrowers that:

4.2.1 it is duly incorporated and validly existing under the laws of its State of Incorporation as a limited liability company and has power to carry on its business as it is now being conducted and to own its property and other assets;

4.2.2 it has the power to execute and deliver and to perform its obligations under the Lessee Documents and all necessary corporate, shareholder and other action has been or will prior to the entering into of the same be taken to authorise the execution, delivery and performance of the same;

4.2.3 the Lessee Documents constitute or will, when executed, constitute valid and legally binding obligations of it enforceable in accordance with their respective terms subject to applicable bankruptcy, insolvency and other laws affecting creditor’s rights generally, subject to general principles of equity and subject to the qualifications set out in the legal opinions to be provided to the ECA Finance Parties in accordance with the provisions of this Agreement;

4.2.4 the execution and delivery of, the performance of its obligations under, and compliance by it with the provisions of, the Lessee Documents will not (i) contravene any existing Applicable Law of its State of Incorporation (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which it is a party or is subject or by which it or any of its property is bound, or (iii) contravene or conflict with any provision of its constitutional documents;

4.2.5 its obligations under the Lessee Documents will rank at least pari passu with all other present and future unsecured and unsubordinated obligations (including contingent obligations) of it with the exception of any such obligations which are mandatorily preferred by law and not by contract;

4.2.6 it is subject to civil and commercial law with respect to its obligations under the Lessee Documents and the transactions contemplated thereby constitute private and commercial acts done for private and commercial purposes and neither it nor any of its assets is entitled to any immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement);

4.2.7 its only business is that of leasing the Aircraft and the entering into of the Lessee Documents and any and all agreements related thereto;

4.2.8 every consent, authorisation, licence or approval of, or registration with or declaration to, any Government Entity of its State of Incorporation in connection with the execution, delivery, validity, enforceability or admissibility in evidence of the Lessee Documents, or the performance by it of its obligations under the Lessee Documents to which it is or will be party has been or will prior to the relevant ECA Drawdown Date be obtained or made and is or will prior to the relevant ECA Drawdown Date be in full force and effect and there has been no default in the observance of any of the conditions or restrictions (if any) imposed in, or in connection with, any of the same;

4.2.9 no litigation, arbitration or administrative proceeding that could (by itself or together with any other such proceedings or claims) reasonably be expected to have a material adverse effect on its ability to observe or perform its obligations under the Lessee Documents to which it is or will be a party or a material adverse effect upon its financial condition, business, assets or operations is presently in progress or, to its knowledge or the knowledge of its officers, pending or threatened against it or any of its assets;

4.2.10 it is not in breach of or in default under any agreement relating to Financial Indebtedness to which it is a party or by which it may be bound;

4.2.11 no Lease Event has occurred and is continuing;

4.2.12 it has delivered all tax returns which it is legally required to deliver as of the date hereof and has paid all payments due and payable, as of the date hereof, to the tax authorities in its jurisdiction of incorporation or, if different, the jurisdiction in which it is tax resident;

4.2.13 all amounts payable by it under the Lessee Documents may be made without any deduction or withholding for or on account of any Tax;

4.2.14 no stamp, registration or similar Tax is required to be paid in its jurisdiction of incorporation or, if different, the jurisdiction in which it is tax resident on or in relation to the Lessee Documents or the transactions contemplated by the Lessee Documents;

4.2.15 no value added tax (or Tax of a similar nature) or import or export duty or tax is payable under the laws of its jurisdiction of incorporation or, if different, the jurisdiction in which it is tax resident in respect of any Lessee Document or the performance of the obligations under any Lessee Document;

4.2.16 none of its directors is resident for tax purposes in France;

4.2.17 its:

(a) irrevocable submission under the Lessee Documents to the jurisdiction of the courts referred to therein;

(b) agreement that the Lessee Documents are each governed by the law referred to therein; and

(c) agreement not to claim any immunity to which it or its assets may be entitled,

are legal, valid and binding under the laws of its jurisdiction of incorporation;

4.2.18 any judgment obtained in England, in relation to the Aircraft or this Agreement will be recognised and be enforceable by the courts of its jurisdiction of incorporation, subject to any and all qualifications as set out in the legal opinion provided to, inter alios, the ECA Finance Parties pursuant to clause 7.3.4(j) of this Agreement; and

4.2.19 the Lessee’s Centre of Main Interests, corporate management, centre of administration and principal place of business is the jurisdiction in which its registered office is located or, as the case may be, in the case of any Lessee which is tax resident in a jurisdiction other than the jurisdiction in which its registered office is located, the jurisdiction in which such Lessee is tax-resident and it does not have an establishment or place of business in any other jurisdiction other than any other jurisdiction in which the Lessee is deemed to be tax resident.

4.3 Repetition

4.3.1 The representations and warranties set out in clause 4.1 are made by the Principal Borrower on the Signing Date and, in the case of any Borrower which enters into an Accession Deed after the date of this Agreement, will be deemed to be made by that Borrower on the date it executes that Accession Deed. The representations and warranties made by each Borrower in clauses 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.11 and 4.1.12 shall be repeated by each Borrower on each ECA Repayment Date.

4.3.2 The representations and warranties set out in clause 4.2 are made by each Lessee on the date on which it executes an Accession Deed and thereby accedes to this Agreement. The representations and warranties made by each Lessee in clauses 4.2.1, 4.2.2, 4.2.3 and 4.2.4 shall be repeated by each Lessee on each ECA Repayment Date.

4.4 English Law Mortgage

Notwithstanding any provision of any Transaction Document (including clause 4.1 or clause 4.2), where the State of Registration of an Aircraft is not the United Kingdom, no Lessee or Borrower shall be obliged to or be deemed to have represented that the English Law Mortgage for that Aircraft is valid and enforceable in the State of Registration or in any other jurisdiction if that English Law Mortgage is not recognised as valid and enforceable in such jurisdiction, and the representations and warranties of each Borrower and each Lessee under any Transaction Document as they relate to any English Law Mortgage shall be construed accordingly.

5 Undertakings and covenants - general

5.1 Undertakings and covenants of each Borrower

Until all of the Secured Obligations have been satisfied in full each Borrower hereby undertakes and covenants with each ECA Finance Party, each Lessee, AerVenture and AerCap Holdings (severally as to itself only) that from the date of this Agreement:

5.1.1 it shall remain duly incorporated and validly existing under the laws of its State of Incorporation;

5.1.2 its Centre of Main Interests shall be, and remain, the jurisdiction in which its registered office is located;

5.1.3 it will limit its business exclusively to the purchase, financing, leasing and disposal of the Aircraft and the transactions contemplated by the Transaction Documents and matters reasonably incidental thereto;

5.1.4 it will not, without the prior written consent of the ECA Agent and AerVenture, enter into any contract or agreement with any person, and will not, without the prior written approval of the ECA Agent and AerVenture, otherwise create or incur any liability to any person, in each case, other than as provided for in, or permitted by, the Transaction Documents or other than such liabilities with respect to Taxes, ordinary costs and overhead expenses as have arisen or may arise in the ordinary course of its business as referred to in the immediately preceding paragraph;

5.1.5 to the extent possible pursuant to Applicable Law of its State of Incorporation, it will obtain or cause to be obtained, maintain in full force and effect and comply in all material respects with the conditions and restrictions (if any) imposed in, or in connection with, every consent, authorisation, licence or approval of governmental or public bodies or authorities or courts and do, or cause to be done, all other acts and things, in each case, which may from time to time be necessary or advisable under Applicable Law of its State of Incorporation for the continued due performance of all its obligations under the Transaction Documents and shall promptly supply to the ECA Agent certified copies of any authorisation required under Applicable Law of its State of Incorporation to enable it to perform its obligations under, or for the validity or enforceability or admissibility in evidence of, any Transaction Document;

5.1.6 subject to indemnification in respect of such Taxes (other than those in respect of which it is personally liable) pursuant to the terms of this Agreement, it will as soon as reasonably practicable discharge or procure the discharge of all or any Taxes which are payable by it from time to time;

5.1.7 in the case of the Principal Borrower and each other Borrower incorporated in the Cayman Islands, it will not take any action, nor permit any action to be taken, which would result in it ceasing to be an exempted company incorporated with limited liability in the Cayman Islands;

5.1.8 to the extent possible pursuant to Applicable Law and subject to the provisions of clause 22 it will duly observe and perform all the covenants, obligations and conditions which are required to be observed and performed by it under the Transaction Documents;

5.1.9 it will not exercise any right, power or discretion vested in it pursuant to any Transaction Document otherwise than in a manner consistent with the provisions thereof, it being acknowledged and agreed that, subject to no Termination Event or Mandatory Prepayment Event having occurred and continuing (as determined by the ECA Agent, acting in its sole discretion), any right, consent (including consent to waiver) or approval that a Borrower has under the terms of a ECA Loan Agreement (including any right to deliver a Conversion Confirmation under clause 4.2 (Fixed rate option) of the ECA Loan Agreement or right to prepay any ECA Loan under clause 4.4 (Voluntary prepayment) of the relevant ECA Loan Agreement) shall be subject to the prior consent of, or shall be exercised upon the instruction of, the relevant Lessee;

5.1.10 it will not without the prior written consent of the ECA Agent and AerVenture create or permit to subsist any Lien over all or any of its present and future revenues and assets other than Permitted Liens;

5.1.11 it will take such action as the Security Trustee and (subject to no Lease Termination Event having occurred and being continuing) AerVenture shall reasonably require to maintain the rights granted to the Secured Parties and AerVenture under the Transaction Documents and, after the occurrence of a Lease Termination Event which is continuing, to take such action as the Security Trustee may reasonably require in relation to the exercise of the rights of that Borrower under the Transaction Documents;

5.1.12 it shall comply in all respects with all Applicable Laws to which it is subject;

5.1.13 it shall not and shall not agree to:

(a) amend or waive; or

(b) terminate, suspend or abandon,

all or any part of any Borrower Document, except in accordance with the provisions of this Agreement;

5.1.14 it shall not (otherwise than as expressly contemplated by the Transaction Documents) do anything or take any action or knowingly omit to take any action which has or may have the effect of prejudicing the first priority nature of the security interests expressed to be created by the Security Documents;

5.1.15 it shall not do or permit to be done anything which may prejudice any right which the ECA Finance Parties (or any of them) may have (actually or contingently) against the Manufacturer, the Engine Manufacturer or any other supplier of parts or services relating to the Aircraft; and

5.1.16 it shall provide all such documentation and information as reasonably requested by the Security Trustee and/or each ECA Lender from time to time in respect of its ‘Know Your Customer’ checks, anti-money laundering checks and similar requirements.

5.2 Undertakings and covenants of each Lessee

Until all of the Secured Loan Obligations have been satisfied in full, each Lessee hereby undertakes and covenants with each ECA Finance Party and each Borrower (severally as to itself only) that from the date of this Agreement:

5.2.1 to the extent possible pursuant to Applicable Law it shall obtain (within any applicable time limits) and maintain in full force and effect and comply with the terms of all authorisations, approvals, consents, licences, exemptions, filings, registrations, notarisations and other matters for the time being required by all Applicable Laws of its State of Incorporation to enable it to perform its obligations under, or for the validity or enforceability of, the Transaction Documents to which it is or will be a party;

5.2.2 it shall as soon as reasonably practicable notify the Security Trustee if it becomes aware of the occurrence of a Lease Termination Event which is continuing or of any other event or circumstance which will adversely affect in any material respect its ability to perform its obligations under the Transaction Documents to which it is or will be a party and shall provide the Security Trustee with reasonable details of any steps which the Lessee is taking, or proposes to take, to remedy or mitigate the effect of any such Lease Termination Event or such other event or circumstance;

5.2.3 it shall deliver or cause to be delivered to the Security Trustee as soon as reasonably practicable after the same are available:

(a) and in any event within one hundred and eighty (180) days after the end of AerCap Holdings’ financial year, a copy of AerCap Holdings’ audited consolidated financial accounts for the relevant financial year;

(b) and in any event within the lesser of one hundred and eighty (180) days after the end of AerCap Holdings’ financial year and thirty (30) days after AerCap Holding’s audited consolidated financial accounts have been adopted by the shareholders of AerCap Holdings at the annual general meeting of shareholders, a CFO Certificate in relation thereto;

(c) and in any event within one hundred and eighty (180) days after the end of AerVenture’s financial year, a copy of AerVenture’s audited consolidated financial accounts for the relevant year;

(d) and in any event within ninety (90) days after the end of each semi-annual accounting period of AerVenture and AerCap Holdings, a copy of AerVenture’s and AerCap Holdings’ unaudited consolidated management accounts for the relevant semi-annual period, together with, in the case of AerCap Holdings, a CFO Certificate in relation thereto;

(e) if so requested by the Security Trustee at any time because the Security Trustee and/or any other ECA Finance Party has reasonable grounds to believe that a Trigger Event may have occurred and be continuing, a copy of AerVenture and AerCap Holdings’ most recent monthly management reports, together with, in the case of AerCap Holdings, a CFO Certificate in relation thereto,

in each case, prepared in accordance with US or Dutch GAAP;

5.2.4 it shall ensure that each set of financial statements supplied by it under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were drawn up;

5.2.5 it shall notify the Security Trustee of any change to the manner in which the audited consolidated financial statements of AerVenture or AerCap Holdings are prepared;

5.2.6 if requested by the Security Trustee it shall supply to the Security Trustee sufficient information reasonably requested to enable the ECA Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Security Trustee under this Agreement prepared on the previous basis;

5.2.7 if so requested by the Security Trustee at any time, because the Security Trustee and/or any other ECA Finance Party has reasonable grounds to believe that the contents of any CFO Certificate may not be true and correct, it shall procure that AerCap Holdings’ auditors confirm in writing to the Security Trustee that the contents of that CFO Certificate are true and correct;

5.2.8 it shall as soon as reasonably practicable provide the Security Trustee with such information as is available to it concerning its financial condition, business, assets and operations (subject to Applicable Laws and confidentiality restrictions), and/or concerning any of the Aircraft, including the maintenance, operation, usage and location thereof, as the Security Trustee may from time to time reasonably request in the context of the Transaction Documents and the transactions contemplated thereby;

5.2.9 it shall as soon as reasonably practicable provide the Security Trustee with such information as is available to it concerning a Sub-Lease or a Sub-Sub-Lease as the Security Trustee may from time to time reasonably request, subject always to any Applicable Laws and confidentiality restrictions to which it is subject in relation thereto;

5.2.10 it will duly and punctually perform its obligations under and comply with the terms of the Transaction Documents to which it is or will be a party and, except if it is contesting the same in good faith and in accordance with Applicable Law, settle all Taxes imposed upon it within the time period allowed for such settlement;

5.2.11 it will ensure that its obligations under the Transaction Documents to which it is or will be a party are, or will upon execution thereof by it rank, at least pari passu with all other present and future unsecured and unsubordinated obligations (including contingent obligations) of it save for obligations mandatorily preferred by law;

5.2.12 it shall preserve its corporate existence (but, for the avoidance of doubt, it shall not be prevented from concluding any solvent reconstruction, reorganisation, merger, amalgamation or securitisation) and its Centre of Main Interests shall be and remain the jurisdiction in which its registered office is located provided that, if it is tax resident in a different jurisdiction to its jurisdiction in which its registered office is situated its Centre of Main Interests will be either its jurisdiction of incorporation or the jurisdiction in which it is considered to be tax-resident; and

5.2.13 its only business shall be that of leasing the Aircraft and entering into the Transaction Documents to which it is or will be a party and any and all agreements related thereto and it will not undertake any other business other than the purchase and sale of Aircraft as and when it becomes entitled to do so under the terms of the Transaction Documents.

5.3 Change of control

5.3.1 If at any time AerCap Holdings ceases to be listed on the New York Stock Exchange then AerCap Holdings shall as soon as reasonably practicable give written notice to the ECA Agent. If, at any time following such de-listing, at least sixty-six point six six per cent. (66.66%) of the issued shares and voting rights of AerCap Holdings are not owned by shareholder(s) which are rated “investment grade” (currently BBB- or above) by Standard & Poors and/or the equivalent thereof by Moody’s Investors Service, then AerCap Holdings shall as soon as reasonably practicable give further written notice to the ECA Agent.

5.3.2 As soon as reasonably practicable after receipt of any notice issued pursuant to clause 5.3.1, the ECA Agent (if so instructed by the ECA Lenders) shall enter into good faith discussions with AerCap Holdings with a view to agreeing alternative arrangements and conditions (including, without limitation, as to the provision of additional security) acceptable to the ECA Agent (acting on the instructions of all of the ECA Lenders, acting reasonably) for the continuation of the transactions contemplated by the Transaction Documents.

5.3.3 If no such arrangements and conditions acceptable to the ECA Agent (acting on the instructions of the ECA Lenders) have been agreed and implemented in full on or prior to the date (Final Date) falling sixty (60) days after the date of the commencement of the discussions referred to in clause 5.3.2, a Mandatory Prepayment Event shall be deemed to have occurred in respect of all of the Aircraft on the Final Date.

5.3.4 If at any time:

(a) AerCap Holdings ceases to own and control directly or indirectly one hundred per cent (100%) of the shares in the Servicer;

(b) AerCap Holdings ceases to own and control one hundred per cent (100%) of the shares in any AerVenture Intermediate Ownership Company;

(c) any AerVenture Intermediate Ownership Company ceases to own and control at least fifty per cent (50%) of the shares in AerVenture; and/or

(d) AerVenture ceases to directly or indirectly own and control at least one hundred per cent (100%) of the shares in any Principal Lessee or directly or indirectly own and control at least one hundred per cent (100%) of the shares in any Alternative Lessee.

a Mandatory Prepayment Event shall be deemed to have occurred in respect of all of the Aircraft.

5.4 Equity Capitalisation

5.4.1 In this clause 5.4:

“AerVenture Shareholder Funds” means, at any time, the sum of AerVenture’s share capital plus retained earnings (or, as applicable, accumulated deficit) minus AerVenture’s OCL or, as applicable, plus AerVenture’s OCI”

“Total Assets” for the purpose of this clause shall be determined in accordance with generally accepted accounting principles consistently applied.

5.4.2 AerVenture hereby undertakes with each of the ECA Finance Parties that it will ensure that for each of its financial years ending on the dates set out in column (1) of the table below (each a “Financial Year”) the ratio of AerVenture Shareholder Funds to Total Assets will exceed the percentage specified in column (2) of the following table

(1)		(2)
Relevant Financial Year		Minimum ratio of AerVenture Shareholder Funds to Total Assets
Financial Year ending on 31st December 2009		10%
Financial Year ending on 31st December 2010		12%
Financial Year ending on 31st December 2011 and each Financial Year ending on the 31st December thereafter up to and including the Financial Year which ends on 31 December 2016		14%

5.4.3 The financial covenant specified in clause 5.4.2 above shall be tested by reference to the audited consolidated accounts of AerVenture for the relevant Financial Year, as delivered by AerVenture to the Security Trustee pursuant to clause 5.2.3(c) and, if the Security Trustee so requests, a director of AerVenture shall confirm, by way of written certification addressed to the Security Trustee, whether at the end of the relevant Financial Year the financial covenant contained in clause 5.4.2 was satisfied.

5.4.4 Failure by AerVenture to comply with the financial covenant contained in clause 5.4.2 shall constitute a Mandatory Prepayment Event in respect of all of the Aircraft.

6 Undertakings and covenants of Lessees - operational and sub-leasing

6.1 General - operational

Until all of the Secured Loan Obligations have been paid in full, each Lessee hereby undertakes and covenants with each of the ECA Finance Parties separately and severally from the date of this Agreement or, if it is not a party to this Agreement on the date of this Agreement, from the date upon which that Lessee accedes to this Agreement that, subject to clause 6.4 and save as may be agreed from time to time with the ECA Agent, it shall at its own cost and expense, in respect of each Aircraft of which it is the Lessee, comply or procure compliance with the Operational Undertakings.

6.2 Sub-leasing

Until all of the Secured Loan Obligations have been paid in full, each Lessee hereby undertakes and covenants with each of the ECA Finance Parties separately and severally from the date of this Agreement or, if it is not a party to this Agreement on the date of this Agreement, from the date upon which that Lessee accedes to this Agreement that, save as may be agreed from time to time with the ECA Agent, it shall not sub-lease, charter or otherwise part with possession or operational control of any Aircraft except:

6.2.1 for testing, service, overhaul work, maintenance or repair or alterations, modifications or additions in accordance with this Agreement or any other Transaction Document or which is permitted or not prohibited by the Operational Undertakings; or

6.2.2 pursuant to a Sub-Lease or a Sub-Sub-Lease which complies in all respects with the Sub-Lease Requirements (provided however that, if a Lessee enters into a Sub-Lease which does not comply with the Sub-Lease Requirements in breach of this clause 6.2, that breach shall not result in a Lease Termination Event but shall, unless the relevant deviation is approved by the Security Trustee pursuant to clause 6.7, result in a Mandatory Prepayment Event with respect to the relevant Aircraft if that breach is not remedied within thirty (30) days after notice thereof from the Security Trustee).

Notwithstanding any such parting with possession or operational control permitted by this clause 6.2, each Lessee shall, subject only to clause 6.4, remain primarily liable and responsible for performing, and procuring observance of and compliance with, all of its obligations under this Agreement and the other Transaction Documents, provided that performance by a Sub-Lessee or a Sub-Sub-Lessee of any obligation under a Sub-Lease or a Sub-Sub-Lease shall without further act to the same extent constitute performance by the relevant Lessee of any corresponding obligation hereunder or under any other Transaction Document.

In addition to the provisions of this clause 6 and the Sub-Lease Requirements, the ECA Agent may require that that Aircraft is owned by a new Alternative Borrower, if the State of Registration for that Aircraft, the Habitual Base for that Aircraft as at the time at which the leasing of that Aircraft under the relevant Sub-Lease commences and/or the State of Incorporation of any Sub-Lessee of that Aircraft is a jurisdiction which imposes strict liability on the relevant Borrower as the owner of the Aircraft. If such a requirement arises, and the same is demonstrated, by an appropriate legal opinion from reputable and experienced counsel in the relevant jurisdiction, the ECA Agent shall consult with AerVenture in good faith in order to agree on the Alternative Borrower and the ownership and leasing structure for that Aircraft, and the provisions of clause 7 shall apply.

6.3 Home Country restriction

6.3.1 If at any time a lessee proposes to permit an Aircraft to be delivered under a sub-lease to a sub-lessee (if it is a technical operator of aircraft) or under a sub-sub-lease to a sub-sub-lessee (if the sub-lessee is not a technical operator of aircraft and the sub-sub-lessee is a technical operator of aircraft) (Operator Lessee) directly under a sub-lease or indirectly under a sub-sub-lease if that delivery is to an Operator Lessee which is either (i) the first Operator Lessee of that Aircraft, or (ii) the second or subsequent Operator Lessee of that Aircraft or that Relevant Aircraft (as applicable) if the sub-lease or sub-

sub-lease to that Operator Lessee commences prior to the second anniversary of the Delivery Date for that Aircraft, and:

(a) as a result of the delivery of that Aircraft to that Operator Lessee, more than twenty five per cent (25%) of the total number of the Aircraft (determined by number and not by value) financed under this Agreement and approved by COFACE for that financing would be Home Country Aircraft; or

(b) that Operator Lessee has its State of Incorporation in the United States of America,

then, unless the delivery to the relevant Operator Lessee follows the bona fide repossession of that Aircraft, or the delivery or redelivery of that Aircraft, as a result of the termination of the leasing of that Aircraft under a previous sub-lease prior to its scheduled expiry date as a result of a default or other early termination of that sub-lease, AerVenture shall as soon as reasonably practicable give notice thereof to the Security Trustee.

6.3.2 Following the giving of any such notice, or if any ECA Finance Party otherwise becomes aware of the proposed delivery of an Aircraft of the nature referred to in clause 6.3.1:

(a) if the delivery would result in the circumstances set out in clause 6.3.1(a), the ECA Agent may, unless COFACE shall have approved the delivery, at the direction of the ECA Lenders serve a notice on the relevant Lessee requiring the prepayment of Loans for Home Country Aircraft so that the circumstances set out in clause 6.3.1(a) no longer apply. The ECA Agent shall consult with that Lessee as to the identity of the Loans which shall be prepaid; or

(b) if the delivery would result in the circumstances set out in clause 6.3.1(b), the ECA Agent may, unless COFACE shall have approved the delivery, at the direction of COFACE serve a notice on the relevant Lessee requiring the prepayment of the Loans for the relevant Aircraft.

6.3.3 If any of the circumstances referred to in clause 6.3.1 arise, the ECA Agent will, if requested by AerVenture, consult with AerVenture and COFACE with a view to determining whether a waiver may be available in relation to the relevant circumstances.

6.4 Effect of Sub-Leases and Sub-Sub-Leases

6.4.1 No Lessee shall be in breach of its Operational Undertakings, nor shall a Relevant Event or Termination Event occur or be considered to have occurred (nor, for the avoidance of doubt, shall a Lessee be or be deemed to be in breach of any obligation to procure any matter by any Sub-Lessee, Sub-Sub-Lessee or other person):

(a) as a result of any act or omission of any Sub-Lessee or Sub-Sub-Lessee or the occurrence of an event of default (howsoever defined) under any Sub-Lease or Sub-Sub-Lease, if and for so long as the obligations of that Lessee under the following provisions of this clause 6.4 are being complied with, and subject always to clause 6.4.3; or

(b) as a result of any confiscation, restraint, detention, forfeiture, compulsory acquisition, requisition for title or requisition for hire of an Aircraft by or under the order of any Government Entity.

6.4.2 The relevant Lessee shall as soon as reasonably practicable and diligently take all steps in accordance with the Standard to:

(a) prevent the condition of the Aircraft from being materially adversely affected as a result of the relevant matter referred to in clause 6.4.1;

(b) compel the Sub-Lessee to remedy the relevant matter referred to in clause 6.4.1 and/or to repossess the Aircraft.

6.4.3 Notwithstanding anything to the contrary in this clause 6.4 or in any other provision of the Transaction Documents:

(a) clause 6.4.1 shall not apply and shall not be deemed to apply to any payment, reimbursement and/or indemnity obligation or liability of any Lessee under the Transaction Documents, to any Lease Termination Event (other than any referred to in paragraphs (c) and (d) of the definition thereof) or corresponding Lease Event, to any obligations of any Lessee of the nature or in respect of any of the matters referred to in paragraph 2.2 of Schedule 8 or to the obligations of any Lessee under paragraph 10 of Schedule 7; and

(b) the provisions of clause 6.4.1 are without prejudice to:

(i) the provisions of the Transaction Documents in relation to Mandatory Prepayment Events and Total Loss respectively; and

(ii) the obligations of the Lessees pursuant to clause 6.2.2.

6.5 Off-Lease Period

During any Off-Lease Period for an Aircraft:

6.5.1 unless the Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders) otherwise agrees, that Aircraft shall be registered in the United States, Ireland, the Netherlands, the United Kingdom or such other jurisdiction as the Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders) may consent to in writing (such consent not to be unreasonably withheld or delayed), to the extent possible under Applicable Law in the name of the relevant Borrower or the relevant Lessee (as the case may be) and a Mortgage for that Aircraft shall, to the extent possible under Applicable Law, be registered in the aircraft mortgage register with the relevant Aviation Authority;

6.5.2 the relevant Lessee shall at all times carry out the Operational Undertakings in relation to that Aircraft but so that they shall be deemed to be modified to reflect the fact that that Aircraft is not being operated but is instead grounded and being stored, insured and maintained by that Lessee and, in particular:

(a) the insurance requirements shall be modified so that that Lessee shall be required to obtain and maintain only insurance against ground risks (if and for so long as that Aircraft is not flown); and

(b) that Lessee shall procure that the Aircraft is safely stored;

6.5.3 the relevant Borrower and each of the ECA Finance Parties:

(a) acknowledge and agree that, subject always to the compliance in full with all relevant requirements set out in clause 7, in the case of registration of the Aircraft with the FAA, an owner-trustee structure may be utilised; and

(b) shall, at the request of the relevant Lessee and at the cost of the Borrowers, take such action as that Lessee may reasonably request in connection with the foregoing matters; and

6.5.4 to the extent that that Aircraft will be registered in The Netherlands in accordance with clause 6.5.1:

6.5.5 no lease interest will be registered in the Dutch register pursuant to the Geneva Convention (Register voor de teboekstelling van luchtvaartuigen); and

6.5.6 the Mortgage over that Aircraft will include (i) an irrevocable notarial power of attorney granted by the relevant Borrower to the Security Trustee to deregister that Mortgage, (ii) a right of pledge on Parts as described in Article XVI of the Geneva Convention whether or not in advance, and (iii) a right of pledge in advance (bij voorbaat) on that Aircraft to the extent that it will be deregistered from the register pursuant to the Geneva Convention.

6.6 Sub-Leases - management and notification requirements

Until all of the Secured Loan Obligations have been paid in full, each Lessee and AerVenture hereby undertakes and covenants with each of the ECA Finance Parties and each of the Borrowers separately and severally from the date of this Agreement or, if it is not a party to this Agreement on the date of this Agreement, from the date upon which that Lessee accedes to this Agreement that, save as may be agreed from time to time with the ECA Agent shall, in relation to each Aircraft:

6.6.1 manage that Aircraft and each Sub-Lease pursuant to which it is leased at any time and monitor each Sub-Lessee’s performance of its obligations under the relevant Sub-Lease in a manner consistent with the highest level of management provided by AerVenture with respect to any leased and/or owned aircraft within its portfolio and will not adversely discriminate against that Aircraft in any material respect when compared to other aircraft within that portfolio, being any commercial passenger aircraft that are owned and/or leased by AerCap Group Companies;

6.6.2 notify the ECA Agent in writing, as soon as reasonably practicable after it becomes aware of the same, of:

(a) the occurrence of any Notifiable Sub-Lease Event of Default under any Sub-Lease for that Aircraft which is then continuing (which notice shall contain reasonably sufficient detail of the nature of that Notifiable Sub-Lease Event of

Default, the circumstances giving rise to it (if known) and the steps which the relevant Lessee is taking in connection with it); and

(b) of that Notifiable Sub-Lease Event of Default ceasing to occur,

and that Lessee shall, for so long as any such Notifiable Sub-Lease Event of Default is continuing, as soon as reasonably practicable provide to the ECA Agent in writing any information in connection therewith, which is available to it and subject to any confidentiality restrictions, which the ECA Agent (acting on the instructions of all of the ECA Lenders) may from time to time reasonably request;

6.6.3 following the occurrence of a Trigger Event and for so long as the relevant Trigger Event is continuing, notify the ECA Agent in writing, as soon as reasonably practicable after it becomes aware thereof, of:

(a) any sub-lessee furnished equipment installed on that Aircraft at the time at which it is delivered under a Sub-Lease; and

(b) the installation on that Aircraft at any time of any other leased equipment to which the relevant Borrower shall not take title,

and which (in either such case) has a value greater than the Damage Notification Threshold;

6.6.4 procure that, as at the redelivery date under any Sub-Lease or Sub-Sub-Lease of that Aircraft, either:

(a) any sub-lessee furnished equipment is removed from that Aircraft and that Aircraft is restored to the condition it was in immediately prior to the installation of that equipment; or

(b) title to that sub-lessee furnished equipment is transferred to the relevant Borrower free of all Liens (other than Permitted Liens);

6.6.5 inform the ECA Agent if it is repossessing that Aircraft from a Sub-Lessee or Sub-Sub-Lessee and, upon receipt of any request from the ECA Agent, respond as soon as reasonably practicable to such issues as the ECA Agent may reasonably request further information on in respect of that repossession;

6.6.6 inform the ECA Agent as soon as reasonably practicable after it becomes aware of any:

(a) Lien which has arisen over or in respect of that Aircraft or any part thereof other than any Permitted Lien; or

(b) steps being taken by the holders of any Lien (including any Permitted Lien referred to in paragraph (b), (c), (d) or (e) of the definition thereof) to exercise or enforce that Lien or any rights in respect thereof;

6.6.7 at no time (other than as directed or consented to in writing by the Security Trustee) consent to any amendment, alteration, waiver, novation or substitution of any Sub-Lease, Sub-Sub-Lease, Assignment of Insurances, IDERA, Deregistration Power of Attorney, Sub-Lease Credit Document or Subordination Acknowledgement, or give any

approval or consent or permission or make any determination or election provided for in any Sub-Lease, Sub-Sub-Lease, Assignment of Insurances, IDERA, Deregistration Power of Attorney, Sub-Lease Credit Document or Subordination Acknowledgement, in each case, to the extent that that waiver, consent, amendment, alteration, novation, substitution, approval or permission:

(a) in the case of any Sub-Lease Credit Document, is not in accordance with the Standard:

(b) in the case of any Sub-Lease or Sub-Sub-Lease, will result in the relevant Sub-Lease or Sub-Sub-Lease not complying with the Sub-Lease Requirements;

(c) in the case of any Deregistration Power of Attorney, IDERA or Subordination Acknowledgement, would or might reasonably be expected to result in the rights, title and interests of the ECA Finance Parties and the Borrowers (or any of them) in and to the Aircraft and/or under any Transaction Document being materially adversely affected, based on advice received by the Security Trustee and shared with AerVenture from reputable legal counsel in the relevant jurisdictions; and/or

(d) is of or relates to an Assignment of Insurances and/or any provision of any Sub-Lease which relates to Insurances; and

6.6.8

(a) open a Sub-Lease Account for that Aircraft and execute a Sub-Lease Account Charge over that Sub-Lease Account. The relevant Lessee will deposit, and direct the Sub-Lessee of that Aircraft to deposit, in the relevant Sub-Lease Account, all cash deposits, Maintenance Reserves and any other Sub-Lessee Security in the form of cash which (A) are paid by the relevant Sub-Lessee under the proposed Sub-Lease for that Aircraft or (B) are otherwise at any time received by or paid for the account of that Lessee by, from or on behalf of any Sub-Lessee of that Aircraft; and

(b) deposit with the Security Trustee the originals of all letters of credit and other Sub-Lease Credit Documents which may at any time have been or be provided to or for the account of that Lessee (or any other person on its behalf) by a Sub-Lessee of that Aircraft and execute or procure the execution in favour of the Security Trustee of an irrevocable power of attorney with respect to such letters of credit and other Sub-Lease Credit Documents,

and/or such other documents as the Security Trustee (acting reasonably) may require in order to ensure that the Security Trustee is able to draw amounts under such letters of credit and other Sub-Lease Credit Documents.

6.6.9 Each Sub-Lease Account Charge will provide for (without limitation):

(a) the provision to the Security Trustee by the Sub-Lease Account Bank, upon request, of statements of all deposits, transfers and withdrawals and such other information concerning the Sub-Lease Account as the Security Trustee may from time to time reasonably request (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders). In

addition, AerVenture shall provide to the Security Trustee, upon request, an explanation in reasonable detail of the nature of all deposits, transfers and withdrawals identified in any account statement provided by the relevant Sub-Lease Account Bank and such other information concerning the Sub-Lease Account as the Security Trustee may from time to time reasonably request. The Security Trustee shall be entitled to rely on all such information provided to it by the relevant Sub-Lease Account Bank and/or AerVenture without further enquiry and shall have no liability to any party hereto if any such information proves not to have been correct;

(b) the receipt by the Security Trustee of an acknowledgement (in form and substance satisfactory to the Security Trustee) from the Sub-Lease Account Bank in which the Sub-Lease Account Bank acknowledges and agrees that, following the receipt by it of a notice from the Security Trustee stating that a Trigger Event has occurred, the Sub-Lease Account Bank will thereafter not recognise any direction, or honour any request, from the relevant Lessee or AerVenture to withdraw, transfer or otherwise deal in any way with the monies then standing to the credit of the relevant Sub-Lease Account and shall deal solely with the Security Trustee in connection with the relevant Sub-Lease Account and the monies standing to the credit thereof; and

(c) the assignment of the rights of the relevant beneficiary under the Sub-Lease Account Charge (being the party described in sub-paragraphs (a) and (b) of the definition of “Sub-Lease Account Charge” in favour of the Security Trustee.

6.6.10 In the event that that Lessee is entitled to make a claim under any letter of credit or other Sub-Lease Credit Document, which is deposited with the Security Trustee pursuant to clause 6.6.8(b), it shall as soon as reasonably practicable notify the Security Trustee. Subject always to no Trigger Event having occurred, the Security Trustee shall, as soon as reasonably practicable, take such action, at the request of that Lessee and at the cost of the Borrowers, as shall be necessary to enable that Lessee to make the relevant claim. Such action shall include, to the extent that the relevant Lessee demonstrates to the reasonable satisfaction of the Security Trustee that it is necessary, or to the extent that the relevant letter of credit expressly requires the physical possession and presentment of the letter of credit in order to drawdown any amount thereunder, returning the original of any letter of credit and/or Sub-Lease Credit Document to the Lessee for the purposes of allowing it to make a claim thereunder provided that that Lessee shall ensure that any amounts paid under any such letters of credit or other Sub-Lease Credit Documents shall be paid to the relevant Sub-Lease Account for application in accordance with this clause 6.6.10. If the Security Trustee is to return any letter of credit and/or Sub-Lease Credit Document to a Lessee pursuant to this clause 6.6.10 then the Security Trustee will use its best endeavours to return the relevant letter of credit to the relevant Lessee as soon as possible and, to the extent possible, by overnight courier.

In the event that the Lessee of that Aircraft becomes obliged, pursuant to the terms of the relevant Sub-Lease of that Aircraft, to return any cash deposits, any other Sub-Lessee Security, any Maintenance Reserves or any Sub-Lease Credit Documents paid to the relevant Sub-Lease Account for that Aircraft or deposited with the Security Trustee pursuant to clause 6.6.8(a), or make any payment determined on the basis of the amount of such cash deposits, other Sub-Lessee Security, Maintenance Reserves or Sub-Lease Credit Documents, to a Sub-Lessee, or that Lessee itself incurs expenditure in respect of

the Aircraft in circumstances where that Lessee would be entitled, in the absence of the provisions of clause 6.6.8(a), to use such cash deposits, other Sub-Lessee Security, Maintenance Reserves or Sub-Lease Credit Documents in reimbursement of or application towards that expenditure, the Security Trustee shall, subject always to no Trigger Event having occurred, to such extent and as soon as reasonably practicable:

(A) return such cash deposits, other Sub-Lessee Security, Maintenance Reserves or Sub-Lease Credit Documents to that Sub-Lessee or direct the Sub-Lease Account Bank to do so; or

(B) reimburse the same to that Lessee or direct the Sub-Lease Account Bank to do so,

subject to that Lessee having certified in writing to the Security Trustee that that Lessee has become so obliged (in the case of (A)) or has incurred that expenditure (in the case of (B)).

In addition, if the relevant Sub-Lessee shall have defaulted in the payment of rent under the relevant Sub-Lease, the Security Trustee shall, subject always to no Trigger Event having occurred, at the written request from time to time of the relevant Lessee (which written request may be given at any time after such default), release and pay to that Lessee or direct the Sub-Lease Account Bank to do so, from any cash deposits and/or other Sub-Lessee Security paid to or deposited with the Security Trustee pursuant to the foregoing provisions of clause 6.6.8(a), an amount equal to the lesser of (A) the total amount of all such defaulted rent payments attributable to any period prior to the ECA Repayment Date immediately preceding that written request (as certified by that Lessee in that written request), (B) such lesser amount as may be requested by that Lessee in that written request, and (C) the amount of rent paid by that Lessee to the relevant Borrower under the Lease for that Aircraft on the ECA Repayment Date immediately preceding that written request. Each Lessee shall have no right to submit a request under this paragraph if, at the time at which the relevant Lessee wishes to make such a request, a Trigger Event has occurred. There shall be no limit to the number of requests which may be submitted by a Lessee under this paragraph and the maximum referred to in (C) of this paragraph shall not prevent the relevant Lessee from including in any subsequent written request under this paragraph any amount of unpaid rent under the relevant Sub-Lease attributable to any prior period in respect of which it has not already received payment from or at the direction of the Security Trustee.

For the avoidance of doubt, the Security Trustee shall in no circumstances be obliged at any time to pay or direct the Sub-Lease Account Bank to pay any amount to any person pursuant to the foregoing provisions of this clause 6.6.10 if a Trigger Event has occurred or to the extent that such amount exceeds the amount of cash deposits, other Sub-Lessee Security and (if applicable) Maintenance Reserves in relation to the relevant Aircraft received by the Security Trustee and/or in the relevant Sub-Lease Account prior to that time under this clause 6.6.10 and not prior to that time paid or reimbursed by or at the direction of the Security Trustee to any person under this clause 6.6.10.

6.6.11 Following the occurrence of a Trigger Event, each Lessee and AerVenture shall cease to have any rights whatsoever to withdraw or transfer funds from each Sub-Lease Account or to deal, in any way, with each Sub-lease Account and the monies standing to the credit thereof without the prior consent of the Security Trustee. Within five (5) Banking Days of the occurrence of a Trigger Event AerVenture will, (A) open a Cash Collateral

Account and execute a Cash Collateral Account Charge over that Cash Collateral Account and (B) deposit in the Cash Collateral Account an amount equal to three per cent. (3%) of the Aircraft Purchase Price of each Aircraft (such amount to be held as security for the Secured Obligations in respect of which an ECA Loan has, at such time, been made under this Facility). Upon the cessation of the relevant Trigger Event, the provisions of this clause 6.6.11 shall no longer apply and the Security Trustee will as soon as reasonably practicable pay or direct the Cash Collateral Account Bank to pay to the Lessee, to such account as it may direct, the balance then standing to the credit of the Cash Collateral Account.

6.7 Further provisions relating to Sub-Leases

6.7.1 The ECA Finance Parties acknowledge that AerVenture and/or any Lessee may, in relation to a particular Aircraft, from time to time, request the approval, consent, waiver or agreement of the ECA Agent in respect of any of the matters referred to in this clause 6, including any request for a deviation from the requirements of the Sub-Lease Requirements. Any such request shall be addressed to the Security Trustee and shall be dealt with by the Security Trustee (on behalf of and in conjunction with the ECA Agent acting on the instructions of all of the ECA Lenders). AerVenture, the Security Trustee and the relevant ECA Finance Parties agree to consult each other and COFACE in good faith, each acting reasonably, in relation to any such request.

6.7.2 If AerVenture and/or any Lessee makes any request pursuant to clause 6.7.1 for a deviation from the Sub-Lease Requirements, the consultation period referred to in clause 6.7.1 shall be ten (10) Banking Days or such longer period as AerVenture and/or the relevant Lessee may request (each acting reasonably).

6.7.3 For the avoidance of doubt, nothing in this clause 6 shall prevent any Lessee or AerVenture from entering into any contract and/or documentation with a proposed Sub-Lessee in relation to a proposed Sub-Lease which does not comply with the Sub-Lease Requirements (but not, for the avoidance of doubt, actually leasing an Aircraft to a Sub-Lessee pursuant to that contract and/or documentation or otherwise) if the parties’ rights and obligations under that contract and/or documentation are expressed to be subject to the consent of the Security Trustee to the relevant deviation from the Sub-Lease Requirements.

6.8 Matters relating to Notices and Acknowledgements

6.8.1 A Lessee shall be entitled to deviate from the terms of any notice or acknowledgement attached to any Security Document in order to accommodate the reasonable requests of any Sub-Lessee, Sub-Sub-Lessee or Insurer or any other person (other than an Obligor) to whom such notice is addressed or who is to execute such acknowledgement, provided always that no such deviation:

6.8.2 is inconsistent with the Standard; and

6.8.3 would or might reasonably be expected to result in the rights, title and interests of the ECA Finance Parties and the Borrowers (or any of them) in and to the Aircraft and/or under any Transaction Document being materially adversely affected.

6.9 Insurances

The Lessee of an Aircraft shall, prior to the delivery of that Aircraft under any Sub-Lease or Sub-Sub-Lease, provide the Security Trustee with (in each case, in English or accompanied by a certified translation into English) certificates of insurance and a broker’s or insurer’s letter of undertaking that evidence to the satisfaction of the Security Trustee that the insurances required by this Agreement will continue in full force after the delivery of that Aircraft to the Sub-Lessee or Sub-Sub-Lessee (as applicable).

7 Change of ownership and/or leasing structure with respect to an Aircraft

7.1 Acknowledgement of need for changes

The ECA Finance Parties hereby acknowledge that it may be necessary, from time to time during the Security Period, to change the ownership and/or leasing structure with respect to any Aircraft. Each Obligor which is a party hereto hereby acknowledges that, pursuant to clause 6.2, the ECA Agent may require a change in the Borrower for an Aircraft in the circumstances referred to in clause 6.2. In any such case, the following provisions of this clause 7 shall apply.

7.2 Consent

The ECA Finance Parties hereby agree to consent to any change of ownership and/or leasing structure with respect to any Aircraft, including without limitation a transfer of the relevant Lease to another Lessee or the transfer of the shares of the relevant Lessee to another Lessee or to AerVenture, as the case may be (provided that, in the case of any change of Sub-Lessee, the provisions of clause 6.2 instead shall apply), and co-operate in a timely manner with the relevant Lessee to give effect to that change, provided that the following conditions are satisfied:

7.2.1 AerVenture shall have given to the ECA Agent thirty (30) Banking Days’ written notice prior to the proposed effective date of the proposed change (Proposed Effective Date) details of the following:

(a) the affected Aircraft;

(b) the proposed change in the ownership and/or leasing structure, each affected Borrower, each affected Lessee and each other person that will play a role in the proposed ownership and/or leasing structure with respect to that Aircraft (including, without limitation, each proposed new Borrower and/or new Lessee);

(c) if the change involves a change of, or a new, Borrower and/or Lessee:

(i) the identity and ownership structure of the new Borrower and/or Lessee; and

(ii) its proposed State of Incorporation;

7.2.2 AerVenture shall have agreed the following with the Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders) at least ten (10) Banking Days prior to the Proposed Effective Date:

7.3 Alternative Obligors/Principal Lessees

7.3.1 AerVenture shall be entitled to request that an Alternative Obligor be incorporated into the ownership and/or leasing structure in respect of an Aircraft.

Any such request shall be made by AerVenture by written notice to the Security Trustee (an Alternative Obligor Request). The Alternative Obligor Request shall identify the following:

(a) its proposed State of Incorporation;

(b) in the case of an Alternative Borrower, the identity of the Alternative Borrower Manager and the Alternative Borrower Trustee; and

(c) in the case of an Alternative Lessee, the role which that party is intended to take in the leasing structure with respect to that Aircraft.

The Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders) shall consider that request in good faith taking into account the matters referred to above. The Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders) shall inform the relevant Principal Obligor within fifteen (15) Banking Days of receipt of an Alternative Obligor Request in respect of an Alternative Lessee and within thirty (30) Banking Days of receipt of an Alternative Obligor Request in respect of an Alternative Borrower as to whether the Alternative Obligor Request has been approved by the ECA Lenders.

7.3.2 Each Alternative Obligor shall be capable of providing representations, warranties, undertakings and covenants having substantially the same effect as those given by the relevant Obligors in clauses 4 and 5.

7.3.3 Each Alternative Borrower shall be a company whose shares are held by (a) the Trustee or another trustee approved by the Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders) on trust for charitable purposes, or (b) the Principal Borrower. Each Alternative Borrower shall be managed by the Initial Manager or another established and recognised management company acceptable to the Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders) and on terms either pursuant to the Initial Administration Agreement (where the manager is the Initial Manager) or otherwise on terms substantially similar to the Initial Administration Agreement.

7.3.4 AerVenture shall procure that the Security Trustee is provided with the following documents and evidence, in form and substance satisfactory to the Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders) no later than fifteen (15) Banking Days prior to the Proposed Effective Date (or such later date as the Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders) and AerVenture may agree:

(a) an Accession Deed duly executed by the parties thereto;

(b) an Alternative Lessee Share Charge or, as applicable, an Alternative Borrower Share Charge duly executed by the parties thereto over the entire issued share capital of the Alternative Obligor together with certified copies of the minute books and the share register (if any) of the Alternative Obligor and the originals of the share certificates of the Alternative Obligor referred to therein and duly executed originals of the letters of resignation, irrevocable proxies and undated share transfer forms referred to therein;

(c) in the case of an Alternative Borrower;

(i) an Alternative Borrower Floating Charge together with any documents deliverable therewith;

(ii) a Security Assignment duly executed by the parties thereto, together with duly executed notices and acknowledgements referred to therein, in each case, duly perfected and (if applicable) registered in all applicable jurisdictions;

(iii) an English Law Mortgage, an English Law Mortgage Letter and (subject to clause 14.6) a Mortgage, each duly executed by the parties thereto and, in the case of the Mortgage (if any), duly perfected and registered in the State of Registration; and

(iv) either an accession deed whereby the Alternative Borrower accedes to the Initial Administration Agreement (where the Alternative Borrower is managed by the Initial Manager) or an Alternative Borrower Administration Agreement duly executed by the Alternative Borrower Manager and the other parties thereto, on the terms required by clause 7.3.3 (in all other circumstances), (except where the shares in the Alternative Borrower are held by the Principal Borrower) an Alternative Declaration of Trust duly executed by the Alternative Borrower Trustee and an Alternative Borrower Comfort Letter duly executed by the Alternative Borrower Manager;

(d) in the case of an Alternative Lessee, a Lessee Assignment duly executed by the parties thereto, together with duly executed notices and acknowledgements referred to therein, in each case, duly perfected and (if applicable) registered in all applicable jurisdictions;

(e) if any Intermediate Lease will be entered into:

(i) an Intermediate Lessee Assignment duly executed by the parties thereto, together with duly executed notices and acknowledgements referred to therein, in each case, duly perfected and (if applicable) registered in all applicable jurisdictions;

(ii) a draft of that Intermediate Lease evidencing that (A) that Intermediate Lease is made between two Lessees, and (B) that Intermediate Lease is expressly subject and subordinate to the Lease for that Aircraft; and

(iii) a legal opinion from legal counsel reasonably acceptable to the Security Trustee (acting on the instructions of the ECA Agent which, in turn, is

acting on the instructions of all of the ECA Lenders) in all relevant jurisdictions addressed to the Security Trustee (in form and substance reasonably satisfactory to the Security Trustee acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders) confirming that that Intermediate Lease shall be recognised as being subject and subordinate to the Lease for that Aircraft pursuant to the Applicable Laws of that jurisdiction;

(f) any such novations, assignments or other documents as may be required in order to make the Alternative Obligor a party to the Airframe Warranties Agreement and the Engine Warranties Agreement, in each case, for that Aircraft;

(g) a certificate signed by a director of the Alternative Obligor and, in the case of an Alternative Borrower, the relevant Alternative Borrower Trustee, setting out, in each case, the specimen signature of those persons authorised to sign the Transaction Documents to which the Alternative Obligor is or is to be a party and attaching, in each case, Certified Copies of the following (or their equivalent):

(i) the certificate of incorporation of the Alternative Obligor together with its constitutional documents;

(i) the resolutions of the board of directors and shareholders of the Alternative Obligor approving the execution and performance by it of each Transaction Document to which it is or is to be a party;

(ii) the resolutions of the owner of the entire issued share capital of the Alternative Obligor approving the execution and performance by that person of each Transaction Document to which it is or is to be a party; and

(iii) a power of attorney appointing those persons authorised to sign on behalf of the Alternative Obligor each Transaction Document to which it is, or is to be, a party;

(h) if the Alternative Obligor is to be incorporated in the Cayman Islands, a certificate of exemption in respect of the Alternative Obligor from the appropriate Cayman Islands authorities;

(i) a legal opinion from in-house counsel to AerVenture or AerCap Holdings as to the due execution by AerVenture of the Accession Deed, in form and substance reasonably acceptable to the Security Trustee;

(j) a legal and tax opinion from reputable counsel acceptable to the Security Trustee in the State of Incorporation of the Alternative Obligor and, if the Alternative Obligor is deemed to be tax resident in a jurisdiction other than its jurisdiction of incorporation, a legal opinion from independent counsel in such jurisdiction, in each case in form and substance reasonably acceptable to the Security Trustee; and

(k) a legal opinion from Norton Rose LLP, counsel to the Lenders, as to English law, in form and substance reasonably acceptable to the Security Trustee.

7.3.5 Each AerCap Obligor other than the Alternative Obligor hereby irrevocably authorises AerVenture to execute any duly completed Accession Deed on its behalf. Each ECA Finance Party and each Borrower other than the Alternative Obligor hereby irrevocably authorises the Security Trustee to execute any duly completed Accession Deed on its behalf. Upon receipt by the Security Trustee of the Accession Deed signed by AerVenture and the Alternative Obligor, the Security Trustee shall sign the same for itself and on behalf of the other ECA Finance Parties and the Borrowers other than the Alternative Obligor and shall as soon as reasonably practicable give notice of that execution to all of the parties to the Accession Deed. Upon execution of any such Accession Deed, it shall take effect in accordance with, but subject to, the terms hereof and thereof.

7.3.6 AerVenture shall procure that the Security Trustee is provided with the following documents and evidence, in form and substance satisfactory to the Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders) no later than fifteen (15) Banking Days prior to the date on which the accession of any Principal Lessee to this Agreement is to become effective (or such later date as the Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders and AerVenture may agree):

(a) an Accession Deed duly executed by the parties thereto;

(b) a Principal Lessee Share Charge duly executed by the parties thereto over the entire issued share capital of the relevant Principal Lessee together with certified copies of the minute books and the share register (if any) of the relevant Principal Lessee and the originals of the share certificates of the relevant Principal Lessee referred to therein and duly executed originals of the letters of resignation, irrevocable proxies and undated share transfer forms referred to therein;

(c) a Lessee Assignment duly executed by the parties thereto, together with duly executed notices and acknowledgements referred to therein, in each case, duly perfected and (if applicable) registered in all applicable jurisdictions;

(d) any such novations, assignments or other documents as may be required in order to make the relevant Principal Lessee a party to the Airframe Warranties Agreement and the Engine Warranties Agreement, in each case, for that Aircraft;

(e) a certificate signed by a director of the relevant Principal Lessee setting out, in each case, the specimen signature of those persons authorised to sign the Transaction Documents to which such Principal Lessee is or is to be a party and attaching, in each case, Certified Copies of the following (or their equivalent):

(ii) the certificate of incorporation of the relevant Principal Lessee together with its constitutional documents;

(i) the resolutions of the board of directors and shareholders of the relevant Principal Lessee approving the execution and performance by it of each Transaction Document to which it is or is to be a party;

(ii) the resolutions of the owner of the entire issued share capital of the relevant Principal Lessee approving the execution and performance by that person of each Transaction Document to which it is or is to be a party; and

(iii) a power of attorney appointing those persons authorised to sign on behalf of the relevant Principal Lessee each Transaction Document to which it is, or is to be, a party,

(f) a legal opinion from in-house counsel to AerVenture or AerCap Holdings as to the due execution by the relevant Principal Lessee of the Accession Deed, in form and substance reasonably acceptable to the Security Trustee;

(g) a legal and tax opinion from reputable counsel acceptable to the Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders) in the State of Incorporation of the relevant Principal Lessee and, if the relevant Principal Lessee is deemed to be tax resident in a jurisdiction other than its jurisdiction of incorporation, a legal opinion from independent counsel in such jurisdiction, in each case in form and substance reasonably acceptable to the Security Trustee; and

(h) a legal opinion from Norton Rose LLP, counsel to the Lenders, as to English law, in form and substance reasonably acceptable to the Security Trustee.

7.3.7 It is agreed that where an Aircraft is to be registered with the FAA, title to the relevant Aircraft may be held by a professional US owner trustee pursuant to a US ownership trust arrangement under which the relevant Borrower shall be the owner participant (such owner trustee and ownership trust arrangement to be satisfactory to the Security Trustee, acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders acting reasonably). The provisions of clause 7.3.1 relating to the submission, consideration and approval of an Alternative Obligor Request shall apply in relation to any written request by AerVenture to utilise such an arrangement and the provisions of the Transaction Documents relating to ownership and registration of that Aircraft and the taking of security over that Aircraft shall be construed accordingly. The parties hereto agree and acknowledge that the use of such an ownership trust arrangement may result in a need for security alternative and/or additional to that contemplated by the relevant foregoing provisions of this clause 7.

7.4 Consummation of Permitted Change

Provided that all of the documents and opinions referred to in clauses 7.2.2 and, if relevant, 7.3 relating to a Permitted Change have been agreed with all relevant parties in accordance with such clauses and the fees payable pursuant to clause 7.2.3 have been paid, the affected Obligors may and, at the request of the relevant Lessee and at the cost of the Borrowers, the affected Obligors and the ECA Finance Parties shall consummate that Permitted Change on the date specified by AerVenture (which shall be a Banking Day occurring no earlier than the Proposed Effective Date and no later than the date falling forty five (45) days after the Proposed Effective Date) and, simultaneously therewith, AerVenture will deliver to the Security Trustee originals or Certified Copies of all such documents and opinions.

7.5 Co-operation

Each of the ECA Finance Parties agrees, at the request of AerVenture and at the cost of the Borrowers, to do such acts and things and execute such documents as may reasonably be required to complete any Permitted Change, subject to and in accordance with the provisions of this clause 7.

7.6 Matters relating to the Borrower Trustee and the Manager

7.6.1 If:

(a) any Borrower Trustee or Manager defaults in the performance of any of its material obligations under any Transaction Document to which it is a party and such default is not remedied within thirty (30) days of notice thereof from the Security Trustee (with a copy to the relevant Principal Obligor); or

(b) a Winding Up (as defined in clause 3.2 of the Initial Administration Agreement) occurs and is continuing with respect to any Borrower Trustee or Manager; or

(c) the ultimate beneficial owner of any Borrower Trustee or Manager (being the person who issues the relevant Comfort Letter in respect of any Borrower Trustee or Manager) notifies any party hereto that it proposes to dispose of all or any of its shares in the relevant Borrower Trustee or Manager,

each of the ECA Finance Parties and AerVenture agrees as follows:

(i) as soon as reasonably practicable upon becoming aware of such default, Insolvency Event or disposal, it will notify each other of the same and thereafter consult with each other in good faith for a period of up to sixty (60) days or, in the case of paragraph (c) above, six (6) weeks (or, in either such case, such longer period as AerVenture and the Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders) may agree) as to the most appropriate course of action with regard to such default, Insolvency Event or disposal and will take such steps as are reasonable and open to them, at the cost of the Borrowers, to mitigate the effect of such default, Insolvency Event or disposal subject always to the proviso to clause 8.1.4 and the conditions set forth in clause 8.2. Without limiting the foregoing (but subject always to the proviso to clause 8.1.4 and clause 8.2), AerVenture and the ECA Finance Parties will consider whether action should be taken to:

(A) terminate any applicable Administration Agreement or the appointment of the Manager thereunder or replace the defaulting Manager and defaulted Administration Agreement with an alternative manager and administration agreement acceptable to AerVenture and the Security Trustee (both acting reasonably and, in the case of the Security Trustee, on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders); and/or

(B) preserve or enforce the rights of the Security Trustee under any Borrower Share Charge, including action to have the shares in the relevant Borrower which are subject to such Borrower Share Charge transferred to another person acceptable to AerVenture and the Security Trustee (both acting reasonably and, in the case of the Security Trustee, on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders), to be held on trust on terms substantially the same as the Declaration of Trust for the relevant Borrower and subject to a further share charge on terms substantially the same as the related Borrower Share Charge; and

and if such action is considered appropriate by AerVenture and agreed to by the Security Trustee, then AerVenture and/or the Security Trustee shall take such steps as are open to them, at the cost of the relevant Borrower(s), to effect such termination, replacement, preservation, enforcement and/or transfer; and

(ii) if at the end of the consultation period referred to above the relevant default, Insolvency Event or disposal is still subsisting and the same has not been mitigated as contemplated by the foregoing provision, the Security Trustee shall, if the ECA Agent, acting on the instructions of the ECA Lenders, considers that the same would or might reasonably be expected to result in the rights, title and interests of the ECA Finance Parties and the Borrowers (or any of them) in and to the Aircraft and/or under any Transaction Document being materially adversely affected, based on advice received by the Security Trustee and shared with AerVenture from reputable legal counsel in the relevant jurisdictions, be entitled to declare a Mandatory Prepayment Event with respect to the relevant Aircraft.

7.6.2 Notwithstanding any provision of any Transaction Document to the contrary, the ECA Finance Parties and AerVenture agree that if AerVenture considers it appropriate that action is taken to:

(a) terminate any Administration Agreement and replace that Administration Agreement with an alternative manager and/or administration agreement acceptable to the Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders (acting reasonably)) or terminate the appointment of any Manager and replace that Manager with an alternative manager acceptable to the Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders (acting reasonably)); and/or

(b) preserve or enforce the rights of the Security Trustee under any Borrower Share Charge, including action to have the shares in the relevant Borrower which are subject to that Borrower Share Charge transferred to another person acceptable to AerVenture and the Security Trustee (both acting reasonably and, in the case of the Security Trustee, on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders (acting reasonably)), to be held on trust on terms substantially the same as the Principal Declaration of

Trust and subject to a further share charge on terms substantially the same as that Borrower Share Charge,

in each case, at a time when no Lease Termination Event has occurred and is continuing and as a result of concerns that the relevant Principal Obligor may have in relation to the continuation of the participation of a particular Manager or Borrower Trustee in the transactions contemplated by the Transaction Documents, AerVenture shall be entitled to take, or direct the Security Trustee to take, such action, and the Security Trustee shall take such action as is available to it as soon as reasonably practicable after being required to do so by AerVenture. The relevant Borrower(s) agrees to indemnify the Security Trustee in respect of all Losses and Expenses suffered or incurred as a result of the Security Trustee taking any such action.

7.6.3 Each of the parties hereto agrees, at the cost of the relevant Borrower(s), to enter into or approve the execution of such documentation (including amendments to any of the Transaction Documents) as may be required in order to implement the arrangements contemplated by clause 7.6.1 or 7.6.2.

7.6.4 At all times when no Lease Termination Event has occurred and is continuing, the consent of AerVenture shall be required for the appointment of any new Manager or new Borrower Trustee.

8 Mitigation

8.1 General

If:

8.1.1 a Borrower Termination Event occurs in relation to an Aircraft; or

8.1.2 as a result of a Change in Law, any of the Security Documents for an Aircraft, at any time and for any reason, ceases to be valid or enforceable in accordance with its terms; or

8.1.3 any Obligor becomes obliged to make any payment or any increased payment under any of clauses 4.8, 9.1, 9.7 or 10.1 of a Loan Agreement for an Aircraft or any of clauses 8.8, 13.1 or 13.2 of the Lease for an Aircraft; or

8.1.4 clause 10.2 or clause 10.3 of the Loan Agreement for an Aircraft applies; or

(each a Relevant Circumstance) then, without in any way limiting, reducing or otherwise qualifying the rights and obligations of the ECA Finance Parties under any provision of the Transaction Documents, any party hereto who is aware of the same will, upon becoming aware of the same, notify the other parties hereto thereof and, for a period of up to sixty (60) days, and subject as provided in clause 10.2, the ECA Finance Parties agree that they will not take any action which will result in the acceleration of any Loan, and that the provisions of clauses 11.5 and 11.6 (except to the extent that such clauses relate to Notices of Reservation of Rights) shall not apply, by reason of the Relevant Circumstance and that they will take such steps as are reasonable and as may be open to them to mitigate the effects of that circumstance (including the restructuring of the transactions hereby contemplated in a manner which will avoid the circumstance in question (which may include a change in the identity of one or more of the Lenders)

and on terms which the ECA Finance Parties and AerVenture consider reasonable), provided that (and the following proviso shall also apply to clause 7.6):

(a) no party shall be under any obligation to take any such action if to do so would have a material adverse effect on its business, operations or financial condition or the financial basis under which the Transaction Documents have been entered into or would entail any cost, Loss, Expense or Tax to that party (unless, in the case of an adverse effect on that financial basis, or cost, Loss, Expense or Tax, the relevant party shall have been indemnified or otherwise secured to its satisfaction by the Borrowers, who shall have received a counter-indemnity from the Lessees which shall have been guaranteed under the Guarantees); and

(b) the parties shall not be under any obligation to achieve any particular result nor shall any of them incur any liability to any Obligor by virtue of the steps taken or such steps resulting in less than complete mitigation.

8.2 Conditions - general

The agreement of the parties set forth in clauses 7.6 and 8.1 is subject to the conditions that:

8.2.1 at the relevant time, no Lease Termination Event, Mandatory Prepayment Event for that Aircraft (other than a Mandatory Prepayment Event of the nature referred to in paragraph (c) or (d) of the definition thereof) or Total Loss of that Aircraft shall have occurred and be continuing;

8.2.2 no action to be taken under, or any delay in any action as a result of the operation of, clause 7.6 or 8.1 (as applicable) would or might reasonably be expected to result in the rights, title and interests of the ECA Finance Parties and the Borrowers (or any of them) in and to the Aircraft and/or under any Transaction Document being materially adversely affected, based on advice received by the Security Trustee and shared with AerVenture from reputable legal counsel in the relevant jurisdictions;

8.2.3 all amounts due and payable, or expressed to be due and payable, to each party pursuant to the Transaction Documents at the relevant time shall have been paid to them; and

8.2.4 no Applicable Law shall prevent any party from performing its obligations under clause 7.6 or 8.1 (as applicable).

9 Contest

9.1 Each of the ECA Finance Parties hereby agrees that, if any Obligor is required to indemnify such ECA Finance Party for any Loss under clause 9.1 of any Loan Agreement and/or clause 13.2 of any Lease, so long as no Lease Termination Event has occurred and is continuing, any Lessee and any Sub-Lessee shall have the right to investigate and the right in its sole discretion and its own name to defend or compromise any such Loss and such ECA Finance Party shall co-operate, at the Borrowers’ expense, with all reasonable requests of such Lessee in connection therewith. Such co-operation will include, without limitation, the relevant ECA Finance Party providing such details as are available to it (free from confidentiality restrictions) of the relevant events and circumstances, the relevant ECA Finance Party notifying the relevant Lessee of its proposed course of action in relation to the claim which forms the basis of the Loss and

the relevant ECA Finance Party reviewing any representations from any Lessee or any Sub-Lessee (or their respective counsel) as to the legal basis of such claim and responding to all reasonable questions from any Lessee or any Sub-Lessee generally in relation to such claim. Each of the ECA Finance Parties agrees that, if it is not possible under Applicable law for a Lessee and/or Sub-Lessee to defend or compromise any Loss of the nature indemnified under clause 9.1 of any Loan Agreement and/or clause 13.2 of any Lease in its own name, the relevant Lessee will consult with, consider representations from and discuss with such ECA Finance Party, in each case in good faith, with a view to determining whether and, if so, on what basis such ECA Finance Party may be prepared to defend or compromise such Loss in it own name and if, following such good faith consultation, such ECA Finance Party determines that it is not prepared to defend or compromise such Loss in its own name then such ECA Finance Party shall be under no obligation to defend or compromise such Loss in its own name.

9.2 No ECA Finance Party shall be obliged to provide any co-operation pursuant to clause 9.1 unless (i) the relevant Lessee shall indemnify such ECA Finance Party to its reasonable satisfaction against all Losses which the ECA Finance Party may incur in connection with, or as a result of, contesting such Loss or taking such action, including, without limitation, all legal and accountancy fees and disbursements, and the amount of any interest payments or penalties which may be payable or any other loss or damage whatsoever which may be incurred as a result of contesting such claim or taking such action and (ii) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Losses, the relevant Lessee shall have advanced to such ECA Finance Party sufficient funds (on an interest free basis and if such advance results in taxable income to such ECA Finance Party on an after Tax basis) to make such payment. Nothing herein shall require such ECA Finance Party to take or refrain from taking any action or do anything pursuant to clause 9.1 (i) which would (or might), in the reasonable opinion of such ECA Finance Party, entail any material risk of civil or criminal liability to any Obligor or any ECA Finance Party or (ii) if, judged by reference to the generally accepted practice in the aviation finance market at such time, it would be materially prejudicial to such ECA Finance Party’s interests. If such ECA Finance Party shall obtain a refund of all or any part of any such Losses which any Obligor shall have paid, such ECA Finance Party shall as soon as reasonably practicable pay to the relevant Lessee an amount which such ECA Finance Party determines will leave such ECA Finance Party in no better or worse position than it would have been had there been no claim against such ECA Finance Party for such Losses.

9.3 Each ECA Finance Party shall take such action as it may, in good faith, deem reasonable under the circumstances to mitigate any indemnification obligation of the Obligors under clause 9.1 of any Loan Agreement and/or clause 13.2 of any Lease, provided that the failure of such ECA Finance Party to take any such mitigation action shall not reduce, diminish or otherwise affect the obligation of the relevant Obligors to indemnify such ECA Finance Party pursuant to clause 9.1 of the relevant Loan Agreement and/or clause 13.2 of any Lease.

9.4 The provisions of clause 9 shall not apply to COFACE in the event that COFACE becomes a party to this Agreement.

9.5 Each Borrower agrees to extend the same contest and mitigation rights, mutatis mutandis, to each Lessee and Sub-Lessee as those set out in clauses 9.1 and 9.3, as if all references therein to the ECA Finance Parties were references to that Borrower.

10 Covenants - ECA Finance Parties

10.1 Quiet enjoyment - Lessee

So long as no Lease Termination Event has occurred and is continuing, each ECA Finance Party agrees that neither it, nor any person lawfully claiming through that ECA Finance Party, will interfere with the quiet use, possession and enjoyment of an Aircraft which is then subject to the security constituted by the Security Documents by any Lessee, any Sub-Lessee or any Sub-Sub-Lessee of that Aircraft.

10.2 Quiet enjoyment - Sub-Lessees

The ECA Finance Parties and the Borrowers acknowledge that a Sub-Lessee of an Aircraft which is then the subject of an ECA Loan may request the Lessee of that Aircraft to procure the execution and delivery of a quiet enjoyment undertaking by the ECA Finance Parties, or by the Security Trustee on their behalf, and by the relevant Borrower. The ECA Finance Parties and the Borrowers agree that they shall, as soon as reasonably practicable following a request by that Lessee, grant, or (in the case of the ECA Finance Parties only) shall instruct the Security Trustee to grant, a quiet enjoyment undertaking to that Sub-Lessee, in the same terms mutatis mutandis as the Quiet Enjoyment Undertaking, provided that all provisions of the Sub-Lease Requirements in relation to the sub-leasing of that Aircraft to that Sub-Lessee are satisfied in full or waived in accordance with clause 6.7. The ECA Finance Parties and the Borrowers agree that they shall perform their respective obligations under each Quiet Enjoyment Undertaking.

10.3 Non-receipt of Borrower amounts

If any Agent shall not receive on its due date any amount due or expressed to be due from a Borrower to that Agent (on its own behalf or on behalf of the relevant Lenders or any of them) under the Transaction Documents, that Agent shall as soon as reasonably practicable notify AerVenture in writing of that non-receipt.

10.4 Finance Party Liens

Each ECA Finance Party agrees for the benefit of AerVenture and each Lessee as follows:

10.4.1

(a) it shall not create or permit to arise or subsist any Finance Party Lien (other than any Permitted Finance Party Lien) over or with respect to any Aircraft which is then the subject of an ECA Loan and shall as soon as reasonably practicable, at its own expense, discharge or procure the discharge of any such Finance Party Lien if the same shall exist at any time; and

(b) it will not do, and will use all reasonable endeavours to prevent, any act which could reasonably be expected to result in any Aircraft which is then the subject of an ECA Loan being arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory Finance Party Lien and, if any such arrest, confiscation, seizure, taking, impounding, forfeiture or detention occurs, it will give AerVenture

immediate written notice thereof, and will procure the prompt release of that Aircraft; and

10.4.2 it will comply with the obligations expressed to be assumed by it under the Transaction Documents.

10.5 Direct payments

In circumstances where a payment obligation by a Lessee to a Borrower under the Lease for an Aircraft is matched by a corresponding payment obligation by that Borrower to the ECA Finance Parties under the Loan Agreements for that Aircraft or any other Transaction Document for that Aircraft, payment of that amount by that Lessee direct to the relevant Agent shall (upon receipt thereof by the relevant Agent) be deemed to constitute payment of that amount by that Lessee to that Borrower under that Lease and payment of that amount by that Borrower to the relevant ECA Finance Parties under those Loan Agreements or other Transaction Document (as applicable).

10.6 Release of security

10.6.1 Upon irrevocable receipt in full by the Security Trustee and/or the ECA Agent of all amounts of principal and interest owing in respect of each Loan for an Aircraft, so that each such Loan shall have been repaid in full, together with all other amounts due but unpaid at that time in respect of each such Loan in accordance with the terms of the Loan Agreements for those Loans, then:

(a) the rights of the Secured Parties (other than the related Lessee) in respect of any Mortgage, any English Law Mortgage, the Security Assignment and the other Security Documents (in each case, to the extent solely relating to the relevant Aircraft) shall thereupon be deemed to be released, terminated and, as the case may be, reassigned; and

(b) the Security Trustee shall (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders,) confirm in writing to the Lessee for that Aircraft that all such amounts have been paid in full, at which time title to that Aircraft shall be transferred by the relevant Borrower in accordance with the Lease for that Aircraft.

Upon title so transferring, if so requested by that Lessee, the Security Trustee shall, (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders,) at the cost of the Borrowers, as soon as reasonably practicable release, terminate and, as the case may be, reassign any English Law Mortgage, any Mortgage, each Security Assignment and the other Security Documents (in each case, to the extent solely relating to the relevant Aircraft), and take such other action which that Lessee may reasonably request in order to effect those releases, terminations and reassignments. If the Borrower is the beneficiary of any security constituted by the Security Documents, the Borrower will also thereupon take such other action which that Lessee may reasonably request in order to effect the release, termination and reassignment of the Borrower’s interests under the Security Documents, to the extent solely relating to that Aircraft.

10.6.2 Upon an Aircraft ceasing to be leased by the Lessee for that Aircraft to a particular Sub-Lessee under a Sub-Lease and where that Sub-Lessee has returned that Aircraft to that Lessee in accordance with that Sub-Lease:

(a) the Security Trustee and the relevant Borrower agree (at the cost and expense of the Borrowers), if so requested by that Lessee, as soon as reasonably practicable to release and reassign that Sub-Lease, the relevant Assignment of Insurances, the relevant IDERA and the relevant Deregistration Power of Attorney from the security created pursuant to the Lessee Assignment(s) which relates to that Aircraft and the Security Assignment which relates to that Aircraft and to take such further action as that Lessee may reasonably request in order to effect such releases and reassignments; and

(b) the Security Trustee agrees (at the cost and expense of the Borrowers), if so requested by that Lessee, as soon as reasonably practicable to release any Mortgage for that Aircraft granted to it in connection with the leasing of that Aircraft to that Sub-Lessee and as soon as reasonably practicable to take such further action as that Lessee may reasonably request in order to give effect to that release, provided that the Borrower has, if it is required to do so pursuant to paragraph 1 of Schedule 7, granted a new Mortgage for that Aircraft in favour of the Security Trustee in accordance with the provisions of this Agreement and the other Transaction Documents. The foregoing undertakings shall also apply, subject to the related proviso, in circumstances where there is a change of the State of Registration permitted under this Agreement.

10.6.3 Upon title to an Engine or Part transferring to a Lessee pursuant to clause 11.5 of the relevant Lease, if so requested by that Lessee, the Security Trustee shall, at the cost of the Borrowers, as soon as reasonably practicable release, terminate and, as the case may be, reassign the English Law Mortgage and any Mortgage (in each case, to the extent solely relating to the relevant Engine or Part, and subject always to equivalent security having first been created and perfected over the replacement Engine or Part), and take such other action which that Lessee may reasonably request in order to effect those releases, terminations and reassignments.

10.7 Substitution of Aircraft

10.7.1 If a Total Loss of an Aircraft occurs or the relevant Lessee otherwise wishes to substitute an Aircraft for the purposes of the Transaction Documents (in each case, the Existing Aircraft), that Lessee may, by notice to the ECA Agent, request permission to substitute for the Existing Aircraft another Airbus aircraft of the same type or in the same family of aircraft as the Existing Aircraft (the Replacement Aircraft). The notice shall provide details of the age from delivery by the Manufacturer and number of block hours since the last Heavy Maintenance Check of the proposed Replacement Aircraft. The ECA Agent (acting on the instructions of all of the ECA Lenders) shall consider any such request in good faith, in accordance with the then current practice of COFACE in relation to the substitution of aircraft, and shall inform that Lessee within twenty one (21) Banking Days of the receipt of that notice as to whether the proposed substitution has been approved and, if approved, the terms upon which that Replacement Aircraft shall be substituted for the Existing Aircraft. The parties to this Agreement acknowledge that the current practice of COFACE is that COFACE-supported Airbus aircraft may only be substituted in COFACE-supported facilities by new Airbus aircraft of the same

type or in the same family of aircraft as the Existing Aircraft and that any such substitution is, in any event, subject to COFACE approval.

10.7.2 Following a request by the relevant Lessee for the substitution of an Aircraft in accordance with clause 10.7.1 following a Total Loss of that Aircraft and if the Total Loss Proceeds for that Total Loss have been paid to the Security Trustee either:

(a) prior to the ECA Agent (acting on the instructions of all of the ECA Lenders) informing that Lessee of the decision of the ECA Lenders as to that substitution; or

(b) if the ECA Agent (acting on the instructions of all of the ECA Lenders) has approved the substitution of the Existing Aircraft, prior to the actual substitution of the Existing Aircraft by a Replacement Aircraft,

an amount of the Total Loss Proceeds for that Total Loss equal to the Required Insurance Value (Retained Proceeds) shall remain in the relevant Proceeds Account pending completion of the substitution (and assuming, in the case of 10.7.2(a), that the substitution will be approved) for up to one hundred and eighty (180) days or such other period of time as shall then reflect the then current practice of COFACE as notified by COFACE to the ECA Lenders. If the Existing Aircraft is then substituted by the Replacement Aircraft in accordance with the approval and terms given or specified pursuant to clause 10.7.1, the Retained Proceeds (together with accrued interest thereon for the period whilst held in the relevant Proceeds Account at the rate agreed between the Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders) and that Lessee) shall, subject to the proviso to this clause 10.7.2, be returned to that Lessee. Notwithstanding anything to the contrary herein or in any other Transaction Document, the Obligors agree and acknowledge that the relevant Lessee shall continue to be obliged to pay Rent under and in accordance with the relevant Lease and the relevant Borrower shall continue to be obliged to make all payments of principal and interest falling due under the relevant Loan Agreements, in each case, for the Existing Aircraft, unless and until either (i) the substitution has been completed, from which time the relevant Lessee shall be obliged to pay Rent under and in accordance with the relevant Lease and the relevant Borrower shall be obliged to make all payments of principal and interest falling due under the relevant Loan Agreements, in each case, for the Replacement Aircraft in place of the Existing Aircraft, or (ii) the Retained Proceeds have pursuant thereto been applied in accordance with clause 13.4.

Provided however that, if at any time prior to the actual substitution of the Existing Aircraft by a Replacement Aircraft, a Lease Termination Event shall occur and be continuing, the foregoing provisions of this clause 10.7 shall cease to be of any further application and the Retained Proceeds shall be applied in accordance with clause 13.7.

10.7.3 If at any time the relevant Lessee withdraws its request for substitution following a Total Loss or such request is rejected or such substitution has not been completed within one hundred and eighty (180) days of the submission of the relevant request (or such other period as the parties may agree), then, as soon as reasonably practicable thereafter, the Retained Proceeds (together with accrued interest thereon for the period whilst held in the relevant Proceeds Account at the rate agreed between the Security Trustee and that Lessee) shall be applied in accordance with clause 13.4, and the other provisions of

this Agreement and the Transaction Documents relating to a Total Loss shall be implemented, disregarding for this purpose any reference therein to any such substitution.

10.8 Borrower matters

Each ECA Finance Party agrees with AerVenture that, prior to the exercise of any rights, discretions or powers conferred on it under any of the Administration Agreements and/or pursuant to the Declarations of Trust, it shall, if no Lease Termination Event has then occurred which is continuing, consult in good faith with AerVenture as to the manner and nature of such exercise, provided however that the relevant ECA Finance Party shall nevertheless, subject to clause 8, be entitled to exercise such discretion without reference (or, as the case may be, without further reference) to AerVenture if at any time it believes (acting reasonably) that failure to do so would or might reasonably be expected to result in the rights, title and interests of the ECA Finance Parties and the Borrowers (or any of them) in and to any Aircraft and/or under any Transaction Document being materially adversely affected, based on advice received by the Security Trustee and shared with AerVenture from reputable legal counsel in the relevant jurisdictions. The foregoing provisions of this clause 10.8 are subject always to the requirements of clause 7.6.

10.9 Transaction Documents

Subject always to the provisions of clause 30.6.2, each of the parties hereto agrees for the benefit of each of the other parties hereto that it will not, other than in accordance with the express terms of the Transaction Documents, terminate, or acquiesce in the termination of, or alter or amend the provisions of, the Transaction Documents or any of them without the prior written consent of each of the other parties hereto.

11 Enforcement of Trust Documents

11.1 No enforcement by Secured Parties

None of the Secured Parties shall have any independent power to enforce any of the Trust Documents, to exercise any rights and/or powers or to grant any consents or releases under or pursuant to any of the Trust Documents or otherwise have direct recourse to the security constituted by any of the Trust Documents. Notwithstanding the foregoing or any other provision of this Agreement or any other Transaction Document, it is hereby acknowledged and agreed that the ECA Agent shall be entitled to send an ECA Acceleration Notice under any ECA Loan Agreement.

11.2 Acceleration of Loans

Save as expressly provided in this clause 11 none of the ECA Finance Parties shall have any independent power to take any steps to accelerate or demand repayment of any Loan pursuant to any Loan Agreement, or to exercise, save to the extent provided above, any rights or powers or to grant any consents or releases relating to or in connection with the occurrence or existence of any Termination Event.

11.3 Action under Trust Documents

At all times before the Secured Loan Obligations have been fully repaid and discharged, subject to the Security Trustee being indemnified to its satisfaction in accordance with clause 14 and without prejudice to clause 11.5, the Security Trustee shall take such action (including, without limitation, the exercise of all rights and/or powers and the granting of consents or releases) or, as the case may be, refrain from taking such action under or pursuant to the Trust Documents as all of the ECA Lenders or, where specified in this Agreement, the Majority Lenders shall specifically direct the Security Trustee (that direction being given in writing through the ECA Agent). Each of the parties to this Agreement acknowledges and agrees that wherever in this Agreement the Security Trustee is expressed to take any action, or make any determination, it shall take such action and make such determination at the direction of the ECA Agent acting on the instructions of all of the ECA Lenders or, where specified the Majority Lenders. At all times after the Secured Loan Obligations have been fully repaid and discharged, subject to the Security Trustee being indemnified to its satisfaction, the Security Trustee shall take such action (including, without limitation, the exercise of all rights and/or powers and the granting of consents or releases) or, as the case may be, refrain from taking such action under or pursuant to the Trust Documents as the relevant Lessee may direct. Unless and until the Security Trustee shall have received such directions or instructions, the Security Trustee shall not be required to take any action under any of the Trust Documents.

11.4 Instructions of Majority Lenders

The Security Trustee shall be entitled (and bound) to assume that any directions received by it from the ECA Agent (or, once the Secured Loan Obligations have been fully repaid and discharged, the relevant Lessee) under or pursuant to this Agreement or any of the other Transaction Documents are the directions of all of the ECA Lenders or, where specified, of the Majority Lenders (or, once the Secured Loan Obligations have been fully repaid and discharged, of the relevant Lessee) acting pursuant to the provisions of the Transaction Documents. The Security Trustee shall not be liable to the Secured Parties or any of them for any action taken or omitted under or in connection with this Agreement or any of the other Transaction Documents in accordance with any such directions.

11.5 Action following Termination Event

Subject always to clause 8, if at any time before the Secured Loan Obligations have been fully repaid and discharged any party hereto becomes aware that a Termination Event has occurred and is continuing, that party shall as soon as practicable after becoming aware thereof give written notice (a Notice of Applicable Event) to the relevant Borrower, the ECA Agent and the Security Trustee and if:

11.5.1 within a period of thirty (30) days following the giving of the Notice of Applicable Event or the expiry of any period specified in any Notice of Reservation of Rights issued by the Security Trustee pursuant to clause 11.6, the ECA Agent (acting on the instructions of all of the ECA Lenders) shall not have given either (i) notice (a Notice for Inaction) to the Security Trustee requiring that action not to be taken, or (ii) notice to the Security Trustee requiring the issue of a Notice of Reservation of Rights, or a further Notice of Reservation of Rights, pursuant to clause 11.6; or

11.5.2 the ECA Agent (acting on the instructions of all of the ECA Lenders) gives notice (a Notice for Action) in writing to the Security Trustee requiring that action to be taken,

then, upon the expiry of the thirty (30) period referred to in clause 11.5.1 or upon the giving of notice by the ECA Agent (acting on the instructions of all of the ECA Lenders) pursuant to clause 11.5.2 (or, if any Notice(s) of Reservation of Rights have been delivered by the Security Trustee pursuant to clause 11.6, upon the expiry of the period specified in the last Notice of Reservation of Rights so delivered by the Security Trustee), to the extent permitted by the Transaction Documents and Applicable Law (and provided that, at the relevant time, that Termination Event is continuing and subject always to clause 8):

(a) an ECA Acceleration Notice shall be deemed to have been given pursuant to and for all purposes of each ECA Loan Agreement and the Loans shall become due and payable pursuant to and in accordance with the terms of the Loan Agreements; and/or

(b) the Security Trustee shall ensure that such steps as may be available and as may be prudent are taken to enforce the security constituted, and/or the rights contained, in the relevant Trust Documents.

11.6 Reservation of rights

Subject to clause 8, if within thirty (30) days of the issue of a Notice of Applicable Event, the ECA Agent (acting on the instructions of all of the ECA Lenders) has given to the Security Trustee a notice in writing requiring it to do so (provided that the Security Trustee does not receive a Notice for Action pursuant to clause 11.5.2 within that period), the Security Trustee shall by notice in writing to the Lessees and AerVenture (a Notice of Reservation of Rights) reserve all of its rights under the Transaction Documents arising as a consequence of the occurrence of the Termination Event in question and take any such other action as specified in that notice, which notice may (inter alia) require the relevant Lessee, or as the case may be, AerVenture (in the case of a Lease Termination Event) or the relevant Borrower (in the case of a Borrower Termination Event) to remedy that Termination Event within a period of thirty (30) days after the date on which the Notice of Reservation of Rights is given or such other period as the Security Trustee may agree and specify in that notice. Upon the expiry of the period specified in any Notice of Reservation of Rights, the Security Trustee shall, if it is instructed in writing to do so by the ECA Agent (at the request of all of the ECA Lenders) prior to the expiry of that period (provided the Security Trustee does not receive a Notice for Action pursuant to clause 11.5.2 within that period), give to the relevant Lessee and any other relevant person a further Notice of Reservation of Rights.

11.7 Demands under the Guarantees

11.7.1 Notwithstanding anything in this Agreement or any of the other Transaction Documents to the contrary, each of the ECA Finance Parties agrees and acknowledges in connection with the Guarantees that the ECA Agent, acting on the instructions of all of the ECA Lenders, shall be entitled to instruct the Security Trustee to send a Notice of Demand in respect of any amounts outstanding from a Lessee to a Borrower for the ultimate

account of any ECA Finance Party or in respect of any obligations owed by a Lessee to a Borrower for the ultimate account of any ECA Finance Party, in each case in accordance with and subject to the provisions of the relevant Guarantee.

11.7.2 So long as no Lease Termination Event and no ECA Utilisation Block Event has occurred and is continuing at that time any amounts received by the Security Trustee under any Guarantee as a result of any Notice of Demand sent in accordance with the instructions of the ECA Agent, acting on the instructions of all of the ECA Lenders, shall be applied in accordance with clause 13.8.1.

11.7.3 If any amounts are received by the Security Trustee under a Guarantee:

(a) and at that time a Lease Termination Event has occurred and is continuing, such amounts shall be applied in accordance with clause 13.7;

(b) and at that time an ECA Utilisation Block Event has occurred and is continuing, such amounts shall be held in the relevant Proceeds Account until such time as clause 11.7.2 or clause 11.7.3(a) shall become applicable, at which time such amounts shall be applied in accordance with clause 11.7.2 or clause 11.7.3(a) (as applicable).

12 Proceeds Account

12.1 Proceeds Account

On or before the occurrence of any event which will result in the payment of any Proceeds in relation to an Aircraft or as soon as reasonably practicable thereafter, the Security Trustee shall open the Proceeds Account for that Aircraft and shall as soon as reasonably practicable notify all parties to this Agreement of such details of that account as they may require in order to comply with their obligations under clause 12.3.

12.2 Proceeds to be held on trust

Any sum received or recovered by any party hereto which is required by any provision hereof to be paid to the Security Trustee for credit to the applicable Proceeds Account shall be received by that party on trust for the Security Trustee and that party shall as soon as reasonably practicable pay that sum to the Security Trustee for credit to the applicable Proceeds Account.

12.3 Payments to Proceeds Account

Each party shall from time to time pay any Proceeds (other than any such amounts as may be received by way of distribution from any Proceeds Account) to the Security Trustee as soon as reasonably practicable upon receipt thereof for application in accordance with the terms of this Agreement.

12.4 Proceeds received

All Proceeds received or recovered by the Security Trustee (otherwise than by way of distribution from any Proceeds Account) shall as soon as reasonably practicable be credited to the applicable Proceeds Account.

12.5 Currency conversion

If any Proceeds in respect of an Aircraft are received or recovered by the Security Trustee (otherwise than by way of distribution from any Proceeds Account) in any currency other than Dollars, such Proceeds shall be applied in the purchase of Dollars at the spot rate of exchange available to the Security Trustee (in the ordinary course of business) on the date of receipt or, if it is not practicable to effect that purchase on that date, the immediately following day on which banks are generally open for the transaction of that foreign exchange business in the jurisdiction through which the Security Trustee is acting for the purposes of this Agreement, and the net amount of Dollars so purchased (after the deduction by the Security Trustee of any reasonable costs incurred by it in connection with that purchase) shall be credited to the applicable Proceeds Account.

12.6 No set-off or counterclaim

Each party agrees that any sums which it pays in accordance with clause 12.3 shall be made without any set-off or counterclaim and free and clear of and without any withholding or deduction whatsoever (except as required by law and, in the case of each Obligor, subject to clause 4.7 of the relevant Loan Agreement or, as applicable, clause 13.1 of the relevant Lease) to the Security Trustee, in the currency of receipt, in accordance with the terms of this Agreement (but if any such deduction or withholding is required by law then the party affected by that requirement (the affected party) agrees that it shall consult in good faith with the parties to this Agreement who may be affected thereby with a view to mitigating the effect of any such deduction or withholding provided that the affected party shall not be obliged (subject, in the case of each Obligor to clause 4.7 of the relevant Loan Agreement or, as applicable, clause 13.1 of the relevant Lease) to incur any additional expense, nor to take any course of action other than it would do in relation to any counterparty to any of its similar contracts who would be affected by the same or any similar legal requirement).

12.7 Interest

Interest shall accrue from day to day on the amounts of all Proceeds received by the Security Trustee and from time to time standing to the credit of any Proceeds Account at the best rate available to the Security Trustee for such interest periods as the Security Trustee shall reasonably select from time to time. Any such interest shall be credited to the relevant Proceeds Account at the end of each such interest period.

13 Application of sums received

13.1 Application of principal and interest prior to the occurrence of a Lease Termination Event

13.1.1 Upon receipt by the ECA Agent of any amount referred to in clause 4.10.1 of an ECA Loan Agreement prior to the occurrence of a Lease Termination Event which is

continuing, the ECA Agent shall make the same available in accordance with the provisions of clause 4.10.2 of that ECA Loan Agreement for application in or towards the payment of amounts due to the relevant ECA Lenders, that application to be in accordance with the terms agreed between the ECA Agent, the relevant ECA Lenders and COFACE.

13.2 Application of amounts received in respect of indemnity obligations

13.2.1 Notwithstanding any provision of the Transaction Documents to the contrary, any amounts payable to any ECA Finance Party in respect of any indemnity obligations owed by any Obligor pursuant to the Transaction Documents shall be paid by the relevant Obligor to the ECA Agent.

13.2.2 Any and all monies received by the ECA Agent (whether as a result of the provisions of clause 13.2.1 or otherwise) or (as the case may be) the Security Trustee from any Obligor in respect of any indemnity obligations of that Obligor prior to the occurrence of a Lease Termination Event which is continuing shall be paid by the ECA Agent or (as the case may be) the Security Trustee, as soon as reasonably practicable following receipt thereof, to the relevant ECA Finance Party in respect of whom the indemnity claim was made up to the total amount owing to that ECA Finance Party in respect of that indemnity claim.

13.3 Application of insurance proceeds (other than in respect of a Total Loss of an Aircraft)

13.3.1 At any time when no Lease Termination Event has occurred and is continuing, any insurance proceeds in respect of any loss of or damage to an Aircraft not amounting to a Total Loss of that Aircraft or any of its Engines which are received by any party to this Agreement, other than any such proceeds which are received by a Lessee pursuant to and as permitted by paragraph 10(i) of Schedule 7, together with such amount of interest as may have accrued thereon whilst held by that party, shall be paid to either:

(a) the repairers against presentation of their invoices; or

(b) the relevant Lessee against presentation of receipts or other evidence of the repairers evidencing the payment in full of the repairers’ invoices,

and, pending that payment, such insurance proceeds (together with accrued interest thereon) shall be held by that party (if not the Security Trustee) on trust for and to the order of the Security Trustee (as trustee for the Secured Parties pursuant to the terms hereof).

13.3.2 At any time when no Lease Termination Event has occurred and is continuing, any insurance proceeds in respect of a Total Loss of an Engine not amounting to a Total Loss of an Aircraft (including where the Engine has been detached from the relevant Airframe and is installed on another airframe), other than any such proceeds which are received by a Lessee pursuant to and as permitted by paragraph 10(i) of Schedule 7, which are received by any party to this Agreement, together with that amount of interest as may have accrued thereon whilst held by that party, shall be paid to either:

(a) the vendor of a replacement Engine; or

(b) the relevant Lessee against presentation of receipts or other evidence of the vendor evidencing the payment in full of the purchase price for the replacement Engine, provided that (and, in the case of (b) above, as a condition to payment to the relevant Lessee):

(i) title to that replacement Engine shall vest with the relevant Borrower free and clear of all Liens (other than Permitted Liens) pursuant to a full warranty bill of sale in form and substance reasonably satisfactory to the Security Trustee; and

(ii) all steps as the Security Trustee may reasonably require are taken to render that replacement Engine subject to this Agreement, the Loan Agreements, the Security Documents and the other applicable Transaction Documents so that the rights of the ECA Finance Parties and the relevant Borrower in respect of the replacement Engine are the same as they were in respect of the Engine that suffered a Total Loss save that they are in respect of the replacement Engine.

Pending that payment, such insurance proceeds (together with accrued interest thereon) shall be held by that party (if not the Security Trustee) on trust for and to the order of the Security Trustee (as trustee for the Secured Parties pursuant to the terms hereof).

13.3.3 Notwithstanding the provisions of clauses 13.3.1 or 13.3.2, if and to the extent that AVN67B (or any replacement or equivalent thereof) shall be in effect in relation to the Insurances, and if any provision of clause 13.3.1 or clause 13.3.2 shall conflict with AVN67B (or any replacement or equivalent thereof), the terms of AVN67B (or any replacement or equivalent thereof) shall apply.

13.3.4 Notwithstanding any provision of this clause 13 to the contrary, any monies paid under liability insurances shall be paid to the person, firm or company by whom the liability (or alleged liability) covered by such insurances was incurred, or, if the liability (or alleged liability) has previously been discharged or indemnified, such monies shall be paid to the person who has discharged or indemnified that liability (or alleged liability) in reimbursement of the monies so expended by it in satisfaction of that liability (or alleged liability) or indemnity.

13.4 Application of Total Loss Proceeds

13.4.1 Subject to clause 10.7, if any Total Loss Proceeds in respect of a Total Loss of an Aircraft are received by the Security Trustee at a time when no Lease Termination Event has occurred and is continuing, an amount of those Total Loss Proceeds equal to the Required Insurance Value, together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied as soon as reasonably practicable following that receipt in the following order:

(a) first, in reimbursement of the ECA Finance Parties and/or COFACE of any and all Qualifying Expenses due and payable to any of the ECA Finance Parties and/or COFACE pursuant to any of the Transaction Documents;

(b) secondly, in payment on a pro rata and pari passu basis of an amount of up to the total amount of interest then due in respect of the ECA Loan for that Aircraft

to be applied to the ECA Agent in the proportions specified in the ECA Loan Agreement for that Aircraft for application by the ECA Agent in or towards payment of interest outstanding to the relevant ECA Lenders under that ECA Loan Agreement;

(c) thirdly, in payment on a pro rata and pari passu basis of an amount of up to the total amount of principal then outstanding in respect of the ECA Loan for that Aircraft to be applied to the ECA Agent in the proportions specified in the ECA Loan Agreement for that Aircraft for application by the ECA Agent in or towards payment of principal outstanding to the relevant ECA Lenders under that ECA Loan Agreement;

(d) fourthly, in payment to each ECA Finance Party and/or COFACE on a pro rata and pari passu basis of all other amounts owing to that ECA Finance Party and/or COFACE under this Agreement, the ECA Loan Agreement for that Aircraft and any other Transaction Document which remain unpaid (which shall include, for the avoidance of doubt, any Expenses other than Qualifying Expenses which are owing at that time and any amounts due and payable under clause 9.2.1 or clause 9.2.2 of that ECA Loan Agreement), in each case, to the extent relating to the ECA Loan for that Aircraft;

(e) fifthly, in payment to the Borrower for that Aircraft of all amounts owing by the relevant Lessee and/or AerVenture to that Borrower under this Agreement or any other Transaction Document which remain unpaid, to the extent relating to that Aircraft;

(f) finally, any balance shall be paid as directed by the relevant Lessee.

13.4.2 If the amount of Total Loss Proceeds to be applied in or towards payment of sums due pursuant to any of sub-clauses 13.4.1(a) to 13.4.1(d) is insufficient to pay in full all sums referred to in the relevant sub-clause, the amount so available shall be paid to each party entitled to receive such sums pursuant to that sub-clause on a pari passu and pro tanto basis to its respective interest in the total amount due and payable pursuant to that sub-clause.

13.4.3 If any Total Loss Proceeds are received after the occurrence of a Lease Termination Event which is continuing, an amount of those Total Loss Proceeds equal to the Required Insurance Value, together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied in accordance with clause 13.7.1.

13.4.4 To the extent that the Total Loss Proceeds for an Aircraft which are received by the Security Trustee exceed the Required Insurance Value, the amount of the excess shall be paid as soon as reasonably practicable following receipt to the Lessee of that Aircraft or as it may direct, notwithstanding any provision hereof to the contrary.

13.5 Application of Requisition Proceeds

13.5.1 If any Requisition Proceeds (other than Total Loss Proceeds) or similar proceeds are received by the Security Trustee, such Requisition Proceeds, together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account,

shall as soon as reasonably practicable be paid by the Security Trustee to the relevant Lessee (or as it may direct) unless a Lease Termination Event has occurred and is continuing in which case they shall be applied in accordance with clause 13.7 and subject always to the rights of any Sub-Lessee under any Assignment of Insurances and/or Sub-Lease.

13.6 Application of Proceeds received as a result of a prepayment made pursuant to clauses 4.4, 4.6 or 10.3 of any ECA Loan Agreement

13.6.1 If any Proceeds are received by the Security Trustee as a result of a prepayment made pursuant to clauses 4.4, 4.6 or 10.3 of any ECA Loan Agreement (in this clause 13.6, ECA Prepayment Proceeds) prior to the occurrence of a Lease Termination Event which is continuing, such ECA Prepayment Proceeds, together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied as soon as reasonably practicable following that receipt in the following order:

(a) first, in reimbursement of the ECA Finance Parties and/or COFACE of any and all Qualifying Expenses due and payable to any of the ECA Finance Parties and/or COFACE pursuant to any of the Transaction Documents for the Aircraft to which that ECA Loan relates;

(b) secondly, in payment of an amount of up to the total amount of interest in respect of the ECA Loan which is being prepaid to the relevant ECA Lenders in the proportion specified in the ECA Loan Agreement for that ECA Loan for application by the ECA Agent in or towards payment of interest outstanding to the relevant ECA Lenders under that ECA Loan Agreement;

(c) thirdly, in payment of an amount of up to the total amount of principal outstanding in respect of the ECA Loan which is being prepaid to the relevant ECA Lenders in the proportions specified in the ECA Loan Agreement for that ECA Loan for application by the ECA Agent in or towards payment of principal outstanding to the relevant ECA Lenders under that ECA Loan Agreement;

(d) fourthly, in or towards payment to the ECA Agent (for the account of the relevant ECA Lenders or COFACE) and to the ECA Agent for its own account, pro rata, of any Break Costs to the extent covered by COFACE;

(e) fifthly, in payment to the ECA Finance Parties and/or COFACE on a pro rata and pari passu basis of all amounts owing to the ECA Finance Parties and/or COFACE under this Agreement, that ECA Loan Agreement or any other Transaction Document which remain unpaid (which shall include, for the avoidance of doubt, any Expenses other than Qualifying Expenses which are owing at that time and any amounts due and payable under clause 9.2.1 or clause 9.2.2 of that ECA Loan Agreement), in each case, to the extent relating to that ECA Loan;

(f) sixthly, in payment to the Borrower under that ECA Loan Agreement of all amounts owing by the relevant Lessee and/or AerVenture to that Borrower under this Agreement or any other Transaction Document which remain unpaid, to the extent relating to that ECA Loan;

(g) finally, any balance shall be paid as directed by the relevant Lessee.

13.6.2 If the amount of any ECA Prepayment Proceeds to be applied in or towards payment of sums due pursuant to any of sub-clauses 13.6.1(a) to 13.6.1(e), as the case may be, is insufficient to pay in full all sums referred to in the relevant sub-clause, the amount so available shall be paid to each party entitled to receive such sums pursuant to that sub-clause on a pari passu and pro tanto basis to its respective interest in the total amount due and payable pursuant to that sub-clause.

13.6.3 If any ECA Prepayment Proceeds are received after the occurrence of a Lease Termination Event which is continuing, such ECA Prepayment Proceeds together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied in accordance with clause 13.7.1.

13.7 Application of Proceeds following a Lease Termination Event

13.7.1 Subject to clause 13.4.4, any Proceeds in respect of an Aircraft or otherwise in relation to the ECA Loan for that Aircraft which are held in a Proceeds Account or received by the Security Trustee at any time when a Lease Termination Event has occurred and is continuing (and any other amounts which are, pursuant to this clause 13, to be applied in accordance with this clause 13.7.1), together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied by the Security Trustee as soon as reasonably practicable following receipt by the Security Trustee as follows:

(a) first, in or towards reimbursing each of the ECA Representatives and/or any Receiver for any and all Qualifying Expenses due and payable pursuant to any of the Transaction Documents and in or towards payment of any debts or claims which are by Applicable Law payable in preference to the amounts due to the ECA Representatives and/or the ECA Lenders (but only to the extent such debts or claims have such preference);

(b) secondly, in payment on a pro rata and pari passu basis of an amount of up to the total interest outstanding in respect of the ECA Loan for that Aircraft to the ECA Agent to be applied by the ECA Agent in or towards the payment of interest outstanding to the relevant ECA Lenders under that ECA Loan Agreement in the proportions specified in that ECA Loan Agreement;

(c) thirdly, in payment on a pro rata and pari passu basis of an amount of up to the total principal outstanding in respect of the ECA Loan for that Aircraft to the ECA Agent to be applied by the ECA Agent in or towards the payment of principal outstanding to the relevant ECA Lenders under that ECA Loan Agreement in the proportions specified in that ECA Loan Agreement;

(d) fourthly, in or towards payment to the ECA Agent (for the account of the relevant ECA Lenders or COFACE) and to each relevant ECA Agent for its own account, pro rata, of any Break Costs to the extent covered by COFACE;

(e) fifthly, to the persons, in the order and in respect of the matters referred to in paragraphs (a) to (d) inclusive above, in relation to each of the ECA Loans for the Aircraft other than that Aircraft;

(f) sixthly, to the relevant ECA Finance Party and/or COFACE on a pro rata and pari passu basis in respect of all other amounts owing to that ECA Finance Party and/or COFACE under this Agreement or any other Transaction Document which remain unpaid (which shall include, for the avoidance of doubt, any Expenses other than Qualifying Expenses which are owing at that time and any amounts due and payable under clause 9.2.1 or clause 9.2.2 of any ECA Loan Agreement for an Aircraft), in each case, to the extent relating to the Aircraft;

(g) seventhly, to the extent that, at such time, an AerCap Termination Event has occurred, in or towards payment to the AerCap Security Trustee of amounts due but unpaid under the relevant AerCap Facility for application in accordance with the terms of the A320 AerCap Facility Agreement, or, as the case may be, the A330 AerCap Facility Agreement;

(h) eighthly, in or towards payment to the applicable security trustee or security agent of amounts due but unpaid under any loan or other agreements supported by the Export Credit Agencies in respect of Other ECA Indebtedness (other than the AerCap Facility Agreements) for application in accordance with the terms of the relevant documentation in respect of Other ECA Indebtedness (other than the AerCap Facilities) and in such order or proportions as are applicable under the relevant documents or as directed by the Export Credit Agencies, as applicable;

(i) ninthly, in payment to each Borrower which is the owner of an Aircraft of all amounts owing by any Lessee and/or AerVenture to that Borrower under this Agreement or any other Transaction Document which remain unpaid, to the extent relating to an Aircraft; and

(j) finally, once all the amounts referred to in paragraphs (a) to (i) inclusive above have been satisfied and discharged in full and the Secured Loan Obligations have been satisfied and discharged in full, any balance shall be paid as directed by the relevant Lessee.

If the amount of any Proceeds to be applied in or towards payment of sums due pursuant to any of paragraphs (a) to (i) inclusive above is insufficient to pay in full all sums referred to in the relevant sub-clause, the amount so available shall be paid to each party entitled to receive such sums pursuant to that sub-clause on a pari passu and pro tanto basis to its respective interest in the total amount due and payable pursuant to that sub-clause.

13.8 Application of Proceeds received pursuant to the Guarantees

13.8.1 If any Proceeds are received by the Security Trustee pursuant to a Guarantee as a result of any demand or notice given by the Security Trustee under that Guarantee at the request of the ECA Agent in accordance with clause 11.7.1 (in this clause 13.8, Guarantee Proceeds) and clause 11.7.2 applies, such Guarantee Proceeds, together with such amount of interest as may have accrued thereon whilst held in the relevant Proceeds Account, shall be applied as soon as reasonably practicable following that receipt in the following order:

(a) first, in or towards reimbursing each of the ECA Representatives and/or any Receiver for any and all Qualifying Expenses due and payable pursuant to any of

the Transaction Documents and in or towards payment of any debts or claims which are by Applicable Law payable in preference to the amounts due to the ECA Representatives and/or the ECA Lenders (but only to the extent such debts or claims have such preference);

(b) secondly, in payment of an amount of up to the total amount of interest outstanding in respect of the ECA Loans to the ECA Agent for application by the ECA Agent in or towards payment of interest outstanding to the relevant ECA Lenders under the ECA Loan Agreements in the respective proportions specified in the ECA Loan Agreement;

(c) thirdly, in payment of an amount of up to the total amount of principal outstanding in respect of the ECA Loans to the ECA Agent for application by the ECA Agent in or towards payment of principal outstanding to the relevant ECA Lenders under the ECA Loan Agreements in the respective proportions specified in the ECA Loan Agreements;

(d) fourthly, in or towards payment to the ECA Agent (for the account of the relevant ECA Lenders or COFACE) and to each relevant ECA Agent for its own account, pro rata, of any Break Costs to the extent covered by COFACE;

(e) fifthly, in payment to the ECA Finance Parties and/or COFACE on a pro rata and pari passu basis of all amounts owing to the ECA Finance Parties and/or the COFACE under this Agreement, the ECA Loan Agreements or any other Transaction Document which remain unpaid (which shall include, for the avoidance of doubt, any Expenses other than Qualifying Expenses which are owing at that time and any amounts due and payable under clause 9.2.1 or clause 9.2.2 of that ECA Loan Agreement);

(f) sixthly, to the extent that, at such time, an AerCap Termination Event has occurred, in or towards payment to the relevant AerCap Security Trustee of amounts due but unpaid under the relevant AerCap Facility for application in accordance with the terms of the A320 AerCap Facility Agreement, or, as the case may be, the A330 AerCap Facility Agreement;

(g) seventhly, in or towards payment to the applicable security trustee or security agent of amounts due but unpaid under any loan or other agreements supported by the Export Credit Agencies in respect of Other ECA Indebtedness (other than the AerCap Facilities) for application in accordance with the terms of the said loan or other agreements and in such order or proportions as are applicable under the relevant documents or as directed by the Export Credit Agencies, as applicable;

(h) eighthly, in payment to each Borrower under the ECA Loan Agreements of all amounts owing by any Lessee and/or AerVenture to that Borrower under this Agreement or any other Transaction Document which remain unpaid; and

(i) finally, any balance shall be paid as directed by the relevant Lessee.

13.8.2 If the amount of any Guarantee Proceeds to be applied in or towards payment of sums due pursuant to any of sub-clauses 13.8.1(a) to 13.8.1(f) is insufficient to pay in full all

sums referred to in the relevant sub-clause, the amount so available shall be paid to each party entitled to receive such sums pursuant to that sub-clause on a pari passu and pro tanto basis to its respective interest in the total amount due and payable pursuant to that sub-clause.

13.9 Application by ECA Agent

13.9.1 Any application by the ECA Agent of funds received from the Security Trustee by way of distribution from a Proceeds Account pursuant to any provision of this clause 13 shall be effected in accordance with the terms agreed between the ECA Agent, the relevant ECA Lenders and COFACE, and the ECA Agent shall inform each other party hereto, upon that party’s request, of the effect of that application on the remaining principal and interest due on the relevant national portion of the relevant ECA Loan.

13.9.2 If any Proceeds in one currency (as applicable, the Recovered Currency) are required to be exchanged into another currency (as applicable, the Required Currency) in order that such Proceeds can be applied in accordance with the order of application of proceeds set out in this clause 13, then the Security Trustee shall sell the relevant amount in the Recovered Currency and purchase an equivalent amount in the Required Currency at the spot rate of exchange available to the Security Trustee (in the ordinary course of business) on the date of receipt or, if it is not practicable to effect that purchase on that date, the immediately following day on which banks are generally open for the transaction of that foreign exchange business in the jurisdiction through which the Security Trustee is acting for the purposes of this Agreement. The new amount of the Required Currency so purchased (after the deduction by the Security Trustee of any reasonable costs of exchange incurred by it in connection with that purchase) shall be applied in accordance with this clause 13.

13.9.3 Following the occurrence of a Lease Termination Event and for as long thereafter as the same is continuing, the Security Trustee shall be entitled, at the discretion of the ECA Agent (acting on the instructions of all of the ECA Lenders), to retain any Proceeds received or recovered in a Proceeds Account until all of the ECA Lenders shall direct all or part of such Proceeds to be applied in accordance with clause 13.7.

13.10 Identity of ECA Finance Parties

In considering at any time (and from time to time) the persons entitled to the benefit of any or all of the Proceeds or the Trust Property, each Representative may:

13.10.1 (without prejudice to clause 18.4) rely and act in reliance upon any Transfer Certificate or notice of assignment unless and until the same is superseded by a further Transfer Certificate or notice so that no Representative shall have any liability or responsibility to any party as a consequence of placing reliance on and acting in reliance upon any Transfer Certificate or notice of assignment (including if any notice of assignment or Transfer Certificate was not, or proves not to have been, authentic or duly authorised); and

13.10.2 (without prejudice to clause 18.4) to the extent that any such information is not inconsistent with information on which any Representative is entitled to rely under this clause 13, rely and act in reliance upon any information provided to any Representative by any party to the Transaction Documents so that no Representative shall have any

liability or responsibility to any party as a consequence of placing reliance on and acting in reliance upon any such information unless the relevant Representative has actual knowledge that that information is inaccurate or incorrect (for which purpose no Representative shall be treated as having actual knowledge of any matter of which the corporate finance, corporate lending, loan administration or any other department or division outside the Transportation Group/Middle Office of that Representative (or equivalent department of the person for the time being acting as that Representative) may become aware in the context of corporate finance, advisory, lending or loan administration activities from time to time undertaken by that Representative for any Obligor or any other person).

13.11 Information to Security Trustee

Each of the ECA Finance Parties (whether directly or through its relevant Agent) shall provide the Security Trustee and each other Representative with such written information as the Security Trustee or such other Representative may reasonably require for the purpose of carrying out its duties and obligations under this Agreement and/or the Trust Documents and, in particular, with such directions in writing as may reasonably be required so as to enable the Security Trustee and each other Representative to apply the proceeds of realisation of the Trust Documents and the Trust Property, in each case, as contemplated by this clause 13.

13.12 Recoveries by Lenders

13.12.1 General

If:

(a) an ECA Lender receives or recovers any amount in respect of sums due from a Borrower under any Loan Agreement (whether by set-off or otherwise) which is greater than the amount it should have received in accordance with the terms of that Loan Agreement on or before the date of that receipt or recovery; or

(b) an ECA Lender receives or recovers any amount in respect of sums due from a Borrower under any Loan Agreement (whether by set-off or otherwise) at any time after such Lender has notified the ECA Agent that it has not received all amounts then due to have been paid to it for the account of the relevant ECA Lenders in its National Syndicate,

that ECA Lender shall as soon as reasonably practicable notify the ECA Agent of the amount and the manner of its receipt or recovery.

13.12.2 Redistribution of receipts

Following:

(a) receipt of notice from an ECA Lender under clause 13.12.1; or

(b) the ECA Agent notifying the ECA Lenders that not all ECA Lenders have received all sums then due to have been received by them pursuant to the Loan Agreements,

the ECA Agent shall, as soon as practicable, having regard to the circumstances, consult with the Lenders to establish the aggregate amount of sums received or recovered by the Lenders participating in the relevant Loans and what payments are necessary amongst the Lenders for (in the first instance) that aggregate amount to be divided amongst the Lenders in proportion to their respective Contributions in order to, and in such manner as will, accord with the application provisions and order of priority of payment set out in the foregoing provisions of this clause 13.

13.12.3 Payments by Lenders

The Lenders shall as soon as reasonably practicable make such payments to each other, through the ECA Agent, as the ECA Agent shall direct to effect the proportionate divisions referred to in clause 13.12.2.

13.12.4 Deemed payments by relevant Obligor

If a Lender makes a payment or payments pursuant to clause 13.12.3, any payment previously received by that Lender as described in clause 13.12.1 shall, subject to clause 13.12.6, be deemed to have been made by the relevant Obligor on the understanding that it was received by that Lender as agent for the Lenders and that the payments described in clause 13.12.5 would be made and the liabilities of the relevant Obligor to each of the Lenders shall accordingly be determined on the basis that such payment or payments pursuant to clause 13.12.5 would be made.

13.12.5 No discharge of indebtedness

If a Lender makes a payment or payments pursuant to clause 13.12.3, clause 13.12.4 shall not apply if the relevant indebtedness of the relevant Obligor to that Lender has been extinguished, discharged or satisfied by the amount received or recovered (for example, because of set-off). In this event, for the purpose only of determining the liabilities of the relevant Obligor to the Lenders (other than the relevant Lender making the said payment or payments) and the liabilities of the Lenders to each other, the said payment or payments by the relevant Lender shall be deemed to have been made on behalf of the relevant Obligor in respect of its obligations under the relevant Loan Agreement.

13.12.6 Adjustment upon rebate

The parties shall make such payments and take such steps as may be just and equitable to re-adjust the position of the parties if a Lender, having followed the procedures required above, is obliged to return any sum (referred to in clause 13.12.1) to the relevant Obligor or any person claiming by or through the relevant Obligor.

13.12.7 Consents for payments

Each ECA Finance Party agrees to take all steps required of it pursuant to clause 13.12.1 to use all reasonable endeavours to obtain any consents or authorisations which may at any relevant time be required for any payment by it pursuant to clause 13.12.3.

13.12.8 No charge created

The provisions contained in this clause 13.12 shall not and shall not be construed so as to constitute a charge by any Lender over all or any part of a sum received or recovered by it in the circumstances mentioned in this clause 13.12.

13.13 Aircraft

The foregoing provisions of this clause 13 apply to Aircraft which, at the relevant time, are subject to the security constituted by the Security Documents.

14 Fees, Expenses and indemnities

14.1 Indemnification from Trust Property - Security Trustee

Without prejudice to any right to indemnity arising under Applicable Law, clause 14.2 or any other provision of the Transaction Documents, the Security Trustee and every agent or other person appointed by it in connection with its appointment under this Agreement shall be entitled to be indemnified out of the proceeds of enforcement of the Trust Documents in respect of all Expenses, Losses and Taxes, in respect of which the Security Trustee is entitled to be indemnified by any Obligor pursuant to any other provision of this Agreement or any other Transaction Document but which is not received by the Security Trustee when due, provided always that the foregoing provisions of this clause 14.1 shall be in all respects subject to clause 13.

14.2 Indemnification of Expenses - - ECA Finance Parties and COFACE

14.2.1 Each Borrower shall pay to the relevant Agent for the account of the relevant ECA Finance Party (which, in the case of the Security Trustee, shall for the purposes of this clause 14.2 include each agent or other person appointed by it in connection with its appointment under this Agreement) or COFACE (as applicable), within ten (10) days of demand (which demand shall be accompanied by reasonable evidence of the amount demanded), whether or not any ECA Utilisation Documentation is entered into and/or any amount is disbursed under the Loan Agreements, all Expenses incurred by the ECA Finance Parties and COFACE (or any of them).

14.2.2 Each Lender (other than, to the extent relevant, COFACE) shall reimburse the Security Trustee, rateably in accordance with its Liability, for any amount which is due and payable to the Security Trustee (or, as the case may be, the relevant agent or other person appointed by it in connection with its appointment under this Agreement) pursuant to clause 14.2.1 but is not received by the Security Trustee.

14.2.3 Each ECA Lender (other than, to the extent relevant, COFACE) shall reimburse the ECA Agent, rateably in accordance with its Liability, for any amount which is due and payable to the ECA Agent pursuant to clause 14.2.1 but is not received by the ECA Agent.

14.3 Borrower fees

Each Borrower shall:

14.3.1 procure that all fees payable to the relevant Manager from time to time are paid as soon as reasonably practicable when due in accordance with the relevant Administration Agreement; and

14.3.2 pay or procure that there are paid all other fees, costs and expenses in connection with the incorporation, administration and management of that Borrower and its related trust and/or other ownership arrangements including, without limitation, all fees, costs and expenses in connection with the preparation and approval of accounts for that Borrower by auditors approved by the Security Trustee and AerVenture.

14.4 Stamp and other duties

Subject to clause 14.6 and to the proviso to this clause 14.4, each Borrower shall pay any stamp, documentary, transaction, registration or other like duties or Taxes (including any duties or Taxes payable by any ECA Finance Party, but excluding Excluded Taxes) imposed on any Transaction Document for an Aircraft which is owned by that Borrower and shall indemnify the ECA Finance Parties against any liability arising by reason of any delay or omission by that Borrower to pay such duties or Taxes (other than Excluded Taxes). Provided however that no Borrower shall be liable to indemnify any ECA Finance Party under this clause 14.4 in respect of any duties or Taxes which are imposed in a jurisdiction as a result of that ECA Finance Party taking or sending the relevant Transaction Document into that jurisdiction unless that ECA Finance Party was required to do so by Applicable Law or in order to take enforcement action in that jurisdiction following the occurrence of a Lease Termination Event which is then continuing. The other parties hereto agree to co-operate in good faith with each other with a view to avoiding or minimising liability for stamp, documentary, transaction, registration or other like duties of Taxes which may be imposed in connection with any Transaction Document in any jurisdiction.

14.5 Recordation and registration expenses

Subject to clause 14.6, the Borrowers shall pay and indemnify the ECA Finance Parties and the Lessees shall pay and indemnify the Borrowers against all fees, costs and expenses associated with:

14.5.1 the filing or recording of this Agreement or any other Transaction Document for an Aircraft which is leased to that Lessee or the relevant Borrower’s ownership interest in the State of Registration for that Aircraft, any State of Incorporation for a person which is party to the ownership and/or leasing arrangements for that Aircraft or the Habitual Base for that Aircraft including (but not limited to) the provision of translations, registrations, notarisations or legalisations, if required by Applicable Law; and

14.5.2 the registration of that Aircraft and integration of that Aircraft into that Lessee’s, any Sub-Lessee’s and/or any Sub-Sub-Lessee’s fleet.

14.6 Mortgage cost

No Borrower shall be liable to pay and/or indemnify any ECA Finance Party and no Lessee shall be liable to pay and/or indemnify any Borrower against any of the Taxes, fees, costs and expenses referred to in clauses 14.4 and 14.5 to the extent that, in relation to any individual Mortgage for an Aircraft, such Taxes, fees, costs and expenses together exceed twenty thousand Dollars ($20,000) and, pursuant to paragraph 1(c) of Schedule 7, no Mortgage for that Aircraft is required.

15 ECA Agent

15.1 Appointment of ECA Agent

Each ECA Lender irrevocably appoints the ECA Agent as its agent for the purposes of each ECA Loan and the Transaction Documents on the following terms and further authorises the ECA Agent (whether or not by or through employees or agents) to take such action on its behalf and to exercise such rights, remedies, powers and discretions as are specifically delegated to the ECA Agent by this Agreement and the other Transaction Documents, together with such powers and discretions as are reasonably incidental thereto. The ECA Agent shall not, however, have any duties, obligations or liabilities to the ECA Lenders beyond those expressly stated in this Agreement and the other Transaction Documents.

15.2 Rights of ECA Agent

With respect to its own Contribution (if any) in any ECA Loan, the ECA Agent shall have the same rights and powers under this Agreement and the other Transaction Documents as any other ECA Lender and may exercise the same as though it were not performing the duties and functions delegated to it (as agent) under this Agreement or, as the case may be, the Transaction Documents, and the term ECA Lender shall, unless the context otherwise indicates, include the ECA Agent. Neither this Agreement nor any of the other Transaction Documents shall (nor shall the same be construed so as to) constitute a partnership between the parties or any of them or so as to establish a fiduciary relationship between the ECA Agent (in any capacity) and any other person.

15.3 No obligations to other parties

The ECA Agent shall not:

15.3.1 be obliged to make any enquiry as to any default by any Borrower, any Lessee, AerVenture or any other person in the performance or observance of any of the provisions of any of the Transaction Documents or as to the existence of a default, a Relevant Event or a Termination Event unless the ECA Agent has actual knowledge thereof, or has been notified in writing thereof by any ECA Lender, in which case the ECA Agent shall as soon as reasonably practicable notify the ECA Lenders of the relevant event or circumstances;

15.3.2 be liable to any ECA Lender for any action taken or omitted under or in connection with this Agreement or any of the other Transaction Documents or any ECA Loan except in the case of the gross negligence or wilful misconduct of the ECA Agent.

15.3.3 for the purposes of this clause 15, the ECA Agent shall not be treated as having actual knowledge of any matter of which the corporate finance or leasing or any other division outside the Transportation Group/Middle Office of the ECA Agent (or equivalent department of the person for the time being acting as the ECA Agent) may become aware in the context of corporate finance or advisory activities from time to time undertaken by the ECA Agent for any Borrower, any Lessee, AerVenture or any other person.

15.4 Communications

The ECA Agent shall as soon as reasonably practicable notify each ECA Lender of the contents of each notice, certificate, document or other communication received by it in its capacity as ECA Agent from any Obligor under or pursuant to any of the Transaction Documents.

15.5 Identity of ECA Lenders

The ECA Agent may deem and treat (a) each relevant ECA Lender as the person entitled to the benefit of the Contribution with respect to an ECA Loan of that ECA Lender for all purposes of the Transaction Documents unless and until a notice of assignment of that ECA Lender’s Contribution (with respect to that ECA Loan) or any part thereof, or a Transfer Certificate in respect thereof, shall have been filed with the ECA Agent, and (b) the office set opposite the name of each ECA Lender in Schedule 2 or, as the case may be, in any relevant Transfer Certificate as that ECA Lender’s facility office unless and until a written notice of change of facility office shall have been received by the ECA Agent and the ECA Agent may act upon any such notice unless and until the same is superseded by a further such notice.

15.6 No reliance on ECA Agent

Each ECA Lender acknowledges that it has not relied on any statement, opinion, forecast or other representation made by the ECA Agent to induce it to enter into any of the Transaction Documents and that it has made and will continue to make, without reliance on the ECA Agent and based on such documents as it considers appropriate, its own appraisal of the creditworthiness of each Obligor and each other party to the Transaction Documents and its own independent investigation of the financial condition and affairs of each Obligor and each other party to the Transaction Documents in connection with the making and continuation of any ECA Loan. The ECA Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide the ECA Lenders with any credit or other information with respect to any Obligor or any other party to the Transaction Documents whether coming into its possession before the making of the relevant ECA Loan or at any time or times thereafter, other than as provided in clauses 15.3.1 and 15.4. The ECA Agent shall not have any duty or responsibility for the completeness or accuracy of any information given by any Obligor or any other person in connection with or pursuant to any of the Transaction Documents, whether the same is given to the ECA Agent and passed on by it to the ECA Lenders or otherwise.

15.7 No responsibility for other parties

The ECA Agent shall not have any responsibility to any ECA Lender:

15.7.1 on account of the failure of any Obligor, any other party to the Transaction Documents or any other person to perform their obligations under any of the Transaction Documents; or

15.7.2 for the financial condition of any Obligor, any other party to the Transaction Documents, or any other person; or

15.7.3 for the completeness or accuracy of any statements, representations or warranties in any of the Transaction Documents or any document delivered under this Agreement or any of the other Transaction Documents; or

15.7.4 for the execution, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence of this Agreement or any of the other Transaction Documents, of any certificate, report or other document executed or delivered under this Agreement or any of the Transaction Documents and/or of all or any part of the ownership, leasing, security and/or financing structure contemplated by the Transaction Documents (or any of them); or

15.7.5 otherwise in connection with any ECA Loan or the negotiation of this Agreement or any of the other Transaction Documents; or

15.7.6 for acting (or, as the case may be, refraining from acting) in accordance with the instructions of the Majority Lenders and/or in accordance with any provision of any Transaction Document.

The ECA Agent shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person and shall be entitled to rely as to legal or other professional matters on opinions and statements of any legal or other professional advisers selected or approved by it.

15.8 No restriction on other business

The ECA Agent may, without any liability to account to any ECA Lender, accept deposits from, lend money to, and generally engage in any kind of banking or trust business with, any Obligor, any other party to the Transaction Documents, any AerCap Group Company or any of their respective Subsidiaries or Affiliates or any other ECA Finance Party as if it were not the ECA Agent.

15.9 Retirement of ECA Agent

15.9.1 The ECA Agent may retire from its appointment as ECA Agent under this Agreement and the other Transaction Documents having given to AerVenture and each ECA Lender not less than thirty (30) days’ notice of its intention to do so, provided that no such retirement shall take effect unless there has been appointed by the Majority Lenders as a successor:

(a) an ECA Lender nominated by the Majority Lenders; or

(b) failing such a nomination, any reputable and experienced bank or financial institution nominated by the retiring ECA Agent after consultation with the Secured Parties,

and that successor ECA Agent shall have accepted that appointment in writing.

15.9.2 Upon any such successor as aforesaid being appointed, the retiring ECA Agent shall be discharged from any further obligation under this Agreement and the other Transaction Documents and its successor and each of the other parties to this Agreement and the other Transaction Documents shall have the same rights and obligations among

themselves as they would have had if that successor had been a party to this Agreement in place of the retiring ECA Agent.

15.10 Removal of ECA Agent

The Majority Lenders may at any time require the ECA Agent to retire from its appointment as ECA Agent under this Agreement and the other Transaction Documents without giving any reason upon giving to the ECA Agent, each Borrower, each Lessee and AerVenture not less than thirty (30) days’ prior written notice to that effect. The ECA Agent agrees to co-operate in giving effect to that resignation in accordance with any such notice duly received by it and, in that connection, shall execute all such deeds and documents as the Majority Lenders may reasonably require in order to provide for:

(a) that resignation;

(b) the appointment of a successor ECA Agent in compliance with clause 15.9 but so that, for this purpose, the reference in clause (b) to the retiring ECA Agent shall be deemed to be a reference to the Majority Lenders; and

(c) the transfer of the rights and obligations of the ECA Agent under this Agreement and the other Transaction Documents to that successor,

in each case in a legal, valid and binding manner. The retiring ECA Agent shall not be responsible for any costs occasioned by that retirement (including in relation to any such deeds or documents referred to in this clause 15.10).

15.11 Service of notice on ECA Agent

Any party to this Agreement may validly effect service of any notice required under this Agreement or otherwise in respect of any ECA Loan on any ECA Lender by delivering that notice to the ECA Agent for onward transmission to the relevant ECA Lender.

15.12 Information relating to notices

The ECA Agent shall, as soon as reasonably practicable, notify each ECA Lender of the contents of each notice, certificate, document or other communication received by it from any other party under or pursuant to any Transaction Document.

16 Appointment and powers of the Security Trustee

16.1 The trust

Each of the Secured Parties irrevocably appoints the Security Trustee as its security agent and trustee to hold the Trust Property for the purposes of this Agreement and the other Transaction Documents on the terms set out in this Agreement and in the other Trust Documents.

16.2 Delegation of powers

By virtue of the appointment set out in clause 16.1, each of the Secured Parties hereby authorises the Security Trustee (whether or not by or through its employees as agents) to take such action on its behalf and to exercise such rights, remedies and powers as are

specifically delegated to the Security Trustee by this Agreement and/or any of the other Transaction Documents together with such powers and rights as are reasonably incidental thereto.

16.3 Obligations of Security Trustee

The Security Trustee shall have no duties, obligations or liabilities to any of the parties by whom it has been appointed beyond those expressly stated in this Agreement and/or the other Transaction Documents and specifically (but without prejudice to the generality of the foregoing) the Security Trustee shall not be obliged to take any action or exercise any rights, remedies or powers under or pursuant to this Agreement or any of the other Transaction Documents beyond those which it is specifically instructed in writing to take or exercise as provided in clause 11 and then only to the extent stated in such specific written instructions.

17 Declaration of trust; supplemental provisions

17.1 Declaration of trust

The Security Trustee hereby accepts its appointment under clause 16.1 as trustee in relation to the Trust Property and the Transaction Documents with effect from the date of this Agreement and irrevocably acknowledges and declares that from that date it holds the same on trust for the Secured Parties and that it shall apply, and deal with, the Trust Property (including without limitation any moneys received by the Security Trustee under the Trust Documents) in accordance with the provisions of this Agreement.

17.2 Perpetuities

The trusts constituted or evidenced by this Agreement shall remain in full force and effect until whichever is the earlier of the expiration of a period of eighty (80) years from the date of this Agreement and receipt by the Security Trustee of written confirmation from the Agents and the Lessees that all the obligations and liabilities for which such Trust Documents are constituted as security have been discharged in full. The parties to this Agreement declare that the perpetuity period applicable to this Agreement shall, for the purposes of the Perpetuities and Accumulations Act 1964 be a period of eighty (80) years from the date of this Agreement.

17.3 Implicit powers

In its capacity as trustee in relation to the Trust Documents, the Security Trustee shall, without prejudice to any of the powers and immunities conferred upon trustees by law (and to the extent not inconsistent with the provisions of this Agreement or any of the other Trust Documents) have all the same powers as a person acting as the beneficial owner of that property and/or as are conferred upon the Security Trustee by this Agreement and/or any of the other Trust Documents.

17.4 Determination of issues

The ECA Finance Parties agree that, in its capacity as trustee in relation to the Trust Documents, the Security Trustee shall have full power to determine all questions and doubts arising in relation to the interpretation or application of any of the provisions of

this Agreement or any of the other Trust Documents as it affects the Security Trustee and every such determination (whether made upon a question actually raised or implied in the acts or proceedings of the Security Trustee) shall be conclusive and shall bind each of the ECA Finance Parties (save in the case of manifest error or the wilful misconduct or gross negligence of the Security Trustee).

17.5 Use of agents

The Security Trustee may, in the conduct of any trusts constituted by this Agreement and in the conduct of its obligations under and in respect of the Trust Documents or any of them (otherwise than in relation to its right to make any declaration, determination or decision), instead of acting personally, employ and pay any agent (whether being a lawyer, chartered accountant or any other person) to transact or concur in transacting any business and to do or concur in doing any acts required to be done by the Security Trustee (including the receipt and payment of money). Any such agent shall be reputable and experienced and, unless at the time of appointment a Lease Termination Event shall have occurred and be continuing, not a competitor of AerCap Holdings as an aircraft operating lessor and, if engaged in any profession or business, such agent shall be entitled to be paid all usual professional and other charges for business transacted and acts done by him or any partner or employee of his in connection with such trusts. The Security Trustee shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such agent if the Security Trustee shall have exercised reasonable care in the selection of that agent.

17.6 Effect of Agreement

It is agreed between all parties to this Agreement that in relation to any jurisdiction the courts of which would not recognise or give effect to the trusts expressed to be constituted by this Agreement, the relationship of the Secured Parties to the Security Trustee shall in the case of each of the trusts constituted hereby be construed simply as one of principal and agent but, to the fullest extent permissible under the laws of each and every such jurisdiction, this Agreement shall have full force and effect as between the parties.

18 Restrictions and limitations on and exclusions of the duties and responsibilities of the Security Trustee

18.1 No obligation to act

The Security Trustee shall not be obliged:

18.1.1 to request any certificate or opinion under any Transaction Document unless so required in writing by an Agent or, if the Secured Loan Obligations have been paid and discharged in full, the relevant Lessee, in which case the Security Trustee shall as soon as reasonably practicable make the appropriate request of the relevant party; or

18.1.2 to make any enquiry as to any default by any party in the performance or observance of any provision of any of the Trust Documents or as to whether any event or circumstance has occurred as a result of which the security constituted by any of the Trust Documents shall have or may become enforceable.

18.2 No responsibility to provide information

The Security Trustee shall not have any duty or responsibility, either initially or on a continuing basis:

18.2.1 subject to clause 18.7, to provide any of the Secured Parties with any information with respect to any Borrower, any Lessee, AerVenture or any other person whenever coming into its possession; or

18.2.2 to investigate or make any enquiry into the title of any party to the Trust Property or any part thereof.

18.3 No responsibility for other parties

The Security Trustee shall not have any responsibility to any of the Secured Parties (a) on account of the failure of any party to perform any of its or their obligations under any of the Transaction Documents, (b) for the financial condition of any Obligor, the Manufacturer, the Engine Manufacturer, any Sub-Lessee, any Sub-Sub-Lessee, any Insurer or any other person, (c) for the completeness or accuracy of any statements, representations or warranties in any of the Transaction Documents or any document delivered under any of the Transaction Documents, (d) for the execution, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence of this Agreement or any of the other Transaction Documents, of any certificate, report or other document executed or delivered under this Agreement or any of the Transaction Documents and/or of all or any part of the ownership, leasing, security and/or financing structure contemplated by the Transaction Documents (or any of them), (e) to investigate or make any enquiry into the title of any party to the Trust Property or any part thereof, (f) for the failure to register any of the Transaction Documents on any register with any Government Entity, (g) for the failure to take or require any Obligor, the Manufacturer, the Engine Manufacturer, any Sub-Lessee, any Sub-Sub-Lessee, any Insurer or any other person to take any steps to render any of the Trust Property effective or to secure the creation of any ancillary charge under the laws of the jurisdiction concerned, or (h) otherwise in connection with the Transaction Documents or their negotiation or for acting (or, as the case may be, refraining from acting) in accordance with the directions of any of the Secured Parties given pursuant to clause 11 or in reliance upon information provided by any of the Secured Parties pursuant to clause 11 or otherwise other than to the extent of its own wilful misconduct or gross negligence.

18.4 Reliance on communications

The Security Trustee shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person and shall be entitled to rely as to legal or other professional matters on opinions and statements of any legal or other professional advisers selected or approved by it.

18.5 Safekeeping of Trust Documents

The Security Trustee shall be entitled to place all deeds, certificates and other documents relating to the Trust Property deposited with it under or pursuant to the Trust

Documents or any of them in any safe deposit, safe or receptacle selected by the Security Trustee or with any solicitor or firm of solicitors and may make any such arrangements as it thinks fit for allowing each Secured Party access to, or its solicitors or auditors possession of, such documents when necessary or convenient, and the Security Trustee shall not be responsible for any Loss incurred in connection with any such deposit, access or possession.

18.6 No obligation to act in breach of Applicable Law

The Security Trustee may refrain from doing anything which would, or might in its opinion, be contrary to any Applicable Law or which would or might render it liable to any person and may do anything which is, in its opinion, necessary to comply with any such law, directive, regulation or regulatory requirement.

18.7 Communications

The Security Trustee shall, as soon as practicable, notify the ECA Agent of the contents of any communication received by it from any Obligor, any Sub-Lessee or any Sub-Sub-Lessee pursuant to any Transaction Document.

19 No restriction on or liability to account for other transactions

19.1 No restriction on other business

The Security Trustee may, without any liability to account to any of the ECA Finance Parties or any Lessee, accept deposits from, lend money to, and generally engage in any kind of trust or banking business with, or be the owner or holder of any shares or other securities of, any Obligor, any Sub-Lessee, any Sub-Sub-Lessee or any AerCap Group Company or any Subsidiary or Affiliate of any Obligor, any Sub-Lessee, any Sub-Sub-Lessee or any AerCap Group Company or any of the ECA Finance Parties or any other person as if it were not the Security Trustee.

19.2 Rights of Security Trustee

With respect to its own participation in the Transaction Documents, the Security Trustee shall have the same rights and powers thereunder and under the Trust Documents as any other Lender and may exercise the same as though it were not performing the duties and functions delegated to it under this Agreement.

20 Common Agent and Security Trustee

Notwithstanding that the ECA Agent and the Security Trustee, may from time to time be the same entity, the ECA Agent and the Security Trustee have entered into this Agreement in their separate capacities as agent for the ECA Lenders and as security agent and trustee for the Secured Parties, provides for the ECA Agent or the Security Trustee, to communicate with or provide instructions to each other while the ECA Agent and the Security Trustee, are the same entity, it will not be necessary for there to be any such formal communication or instructions notwithstanding that this Agreement provides in certain cases for the same to be in writing.

21 Change of Security Trustee

21.1 Retirement of Security Trustee

The Security Trustee may retire from its appointment as Security Trustee under this Agreement and the other Transaction Documents without giving any reason having given to the ECA Finance Parties, each Borrower, each Lessee and AerVenture not less than thirty (30) days’ notice of its intention to do so, provided that no such retirement shall take effect unless there has been appointed as a successor security agent and trustee by instrument in writing signed by the Security Trustee and accepted in writing by the successor:

21.1.1 a bank or financial institution nominated by the Majority Lenders; or

21.1.2 failing such a nomination, any bank or financial institution nominated by the Security Trustee after consultation with the Secured Parties,

21.1.3 and, in either case, that successor security trustee shall have duly accepted that appointment by delivering to each Agent written confirmation (in a form acceptable to each Agent) of that acceptance agreeing to be bound by this Agreement in the capacity of Security Trustee as if it had been an original party to this Agreement and the other Transaction Documents.

21.2 Removal of Security Trustee

The Majority Lenders (or, if the Secured Loan Obligations have been paid and discharged in full, the Lessees) may at any time require the Security Trustee to retire from its appointment as Security Trustee with respect to the Trust Property under this Agreement and the other Transaction Documents without giving any reason upon giving to the Security Trustee, each Borrower, each Lessee and AerVenture not less than thirty (30) days’ prior written notice to that effect. The Security Trustee agrees to co-operate in giving effect to that retirement in accordance with any such notice duly received by it and, in that connection, shall execute all such deeds and documents as either Agent may reasonably require in order to provide for:

(a) that resignation;

(b) the appointment of a successor security agent and trustee in compliance with clause 21.1 but so that, for this purpose, the reference in clause 21.1.2 to the Security Trustee shall be deemed to be a reference to the Majority Lenders; and

(c) the transfer of the rights and obligations of the Security Trustee under this Agreement to that successor,

in each case, in a legal, valid and binding manner. The retiring Security Trustee shall not be responsible for any costs occasioned by that retirement (including in relation to any such deeds or documents referred to in this clause 21.2).

21.3 Discharge of retiring Security Trustee

Upon any successor to the Security Trustee being appointed pursuant to clause 21.1 or 21.2, the retiring Security Trustee shall be discharged from any further obligation under

this Agreement and the other Trust Documents with respect to the Trust Property and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if that successor had been a party to this Agreement and the other Trust Documents in place of the retiring Security Trustee. If the Security Trustee should retire pursuant to clause 21.1 or be removed pursuant to clause 21.2, the ECA Finance Parties and the Lessees agree to consult in good faith in selecting and appointing a new Security Trustee.

21.4 Retirement after discharge of Secured Loan Obligations

Notwithstanding clauses 21.1 and 21.2, the Security Trustee shall be entitled to retire from its appointment as Security Trustee under this Agreement upon giving five (5) days’ written notice to AerVenture at any time when the Secured Loan Obligations have been fully repaid and discharged. A Lessee selected by AerVenture shall, at its own cost, at that time assume the role of Security Trustee under this Agreement and the other Trust Documents.

21.5 Cost of change in Security Trustee

In relation to any change of Security Trustee, other than a change at the request or direction of COFACE, the costs and expenses thereby incurred by each of the other parties hereto shall be for the account of the retiring Security Trustee and the incoming Security Trustee (as they may agree between themselves), in the case of a resignation, or the Lenders (as they may agree between themselves), in the case of a removal. If that change is at the request or direction of COFACE, the costs and expenses thereby incurred by each of the other parties hereto shall be for the account of the Borrowers.

22 Limited recourse obligations of Borrowers

22.1

22.1.1 Subject to clause 22.2 but otherwise notwithstanding the provisions of this Agreement or any of the other Transaction Documents to the contrary, all amounts payable or expressed to be payable by any Borrower for, in respect of or in connection with its obligations, covenants, representations, warranties, indemnities or other contractual assurances which are owed to the Security Trustee, the Agents, the Lenders, AerVenture, any other AerCap Obligor or any other person under, pursuant to or in connection with this Agreement and the other Transaction Documents, together with any liability of any Borrower for any breach by that Borrower of its obligations, covenants, representations, warranties, indemnities or other contractual assurances which are owed to the Security Trustee, the Agents, the Lenders, AerVenture, any other AerCap Obligor or any other person under, pursuant to or in connection with this Agreement and the other Transaction Documents, shall be limited to and only be made or payable from:

22.1.2 the recovery from that Borrower of all sums that are paid to or recovered by that Borrower (or any person lawfully claiming through or on behalf of that Borrower to the extent that that Borrower recovers the same from that person) pursuant to any provision of any Transaction Document, any Sub-Lease, any Sub-Lessee Security or any Sub-Sub-Lease or any sale or disposal of the relevant Aircraft or any part thereof or as a result of the enforcement of the Security Documents and/or in respect of Proceeds

and/or in respect of any proceeds from Insurances (other than third party liability insurance proceeds); and

22.1.3 the realisation of any proceeds from the enforcement of any security granted to the Security Trustee, the Agents and/or any of the Lenders under the Security Documents (except to the extent that the Borrower is not entitled to retain such sums as against any third party by virtue of Applicable Law),

and each of the Security Trustee, the Agents, Lenders, AerVenture and the other AerCap Obligors irrevocably and unconditionally agrees that it shall look solely to such rights and sums for payments to be made by that Borrower under this Agreement and the other Transaction Documents and that it shall not otherwise take or pursue any judicial or other steps or proceedings or exercise any other right or remedy that it might otherwise have against that Borrower or any of its other assets except:

(a) to the extent that judgment or similar order is a necessary procedural step to enable the realisation of the full benefit of the security and rights granted by and under the Transaction Documents to obtain (but not enforce) a declaratory judgment or similar order as to the obligations of that Borrower expressed to be assumed under this Agreement or under any other Transaction Documents; or

(b) to the extent that claim or proof is a necessary procedural step to enable the realisation of the full benefit of the security and rights granted by and under the Transaction Documents, to make or file a claim or proof in any Insolvency Event in relation to that Borrower, but not to take proceedings to instigate that Insolvency Event.

22.2 Clause 22.1 shall be of no application in respect of a Borrower and that Borrower shall be fully liable and the Secured Parties shall be at liberty to prove all their respective rights and remedies against that Borrower and its assets for any Loss (including, without limitation, legal fees and expenses) sustained or incurred by any Secured Party as a consequence of:

22.2.1 the wilful misconduct or gross negligence of that Borrower; or

22.2.2 a representation or warranty as to a matter of fact (and not, for the avoidance of doubt, as to a matter of law) made by that Borrower in any Transaction Document being untrue, incorrect or misleading; or

22.2.3 fraud on the part of that Borrower.

22.2.4 The provisions of this clause 22 shall only limit the personal liability of each Borrower for the discharge of its obligations under this Agreement and the other Transaction Documents and shall not:

22.2.5 limit or restrict in any way the accrual of interest on any unpaid amount (although the limitations as to the personal liabilities of each Borrower shall apply to the actual payment of that interest); or

22.2.6 derogate from or otherwise limit the right of recovery, realisation or application by the Secured Parties under or pursuant to any of the Security Documents or anything

assigned, mortgaged, charged, pledged or secured under or pursuant to any of the Security Documents.

22.3

22.3.1 AerVenture and each other AerCap Obligor each hereby agrees that it shall not petition for any Insolvency Event in relation to any Borrower until after all of the Secured Loan Obligations have been paid and discharged in full.

22.3.2 Each of the ECA Finance Parties hereby agrees that it shall not petition for any Insolvency Event in relation to any Borrower, unless failure to do so would or might reasonably be expected to result in the rights, title and interests of the ECA Finance Parties and the Borrowers (or any of them) in and to the Aircraft and/or under any Transaction Document being materially adversely affected, based on advice received by the Security Trustee and shared with AerVenture from reputable legal counsel in the relevant jurisdictions.

22.4 Each of the Security Trustee, the Agents, the Lenders, AerVenture and the other AerCap Obligors agrees not to seek before any court or governmental agency to have any shareholder, director or officer of any Borrower held liable for any actions or inactions of that Borrower or any obligations of that Borrower under the Transaction Documents, except if such actions or inactions are the result of the fraud or wilful default of that shareholder, director or officer.

23 Set-off

23.1 Set-off

23.1.1 Subject to clause 23.1.4, at any time during the continuance of a Lease Termination Event:

(a) each Borrower may set off from any sum payable by it to any one or more of the AerCap Obligors any sum due and unpaid by the relevant AerCap Obligor to that Borrower, in each case, under or in relation to any of the Transaction Documents; and

(b) each ECA Finance Party may set off from any sum payable by it to any one or more of the Obligors any sum due and unpaid by the relevant Obligor to that ECA Finance Party, in each case, under or in relation to any of the Transaction Documents.

23.1.2 No Obligor shall be entitled to deduct any sum which may be due to it from the ECA Finance Parties and the Borrowers (or any of them) howsoever arising from any sum payable by that Obligor under or in connection with any of the Transaction Documents.

23.1.3 No Obligor shall be entitled to refuse or postpone performance of any payment or other obligation under any of the Transaction Documents by reason of any claim which it may have or may consider that it has against;

(a) the ECA Finance Parties and the Borrowers (or any of them) under or in connection with any of the Transaction Documents or any other agreement with any of the ECA Finance Parties and/or any of the Borrowers; and/or

(b) any other party under or in connection with any of the Transaction Documents.

23.1.4 Each ECA Finance Party irrevocably and unconditionally waives any rights of set off that it may have at law or under clause 23.1.1 in relation to any amount due to any Sub-Lessee or Lessee under clause 6.6.8(a).

23.2 Set-off not mandatory

No ECA Finance Party shall be obliged to exercise any of its rights under clause 23.1.

24 Notices

24.1 Unless otherwise expressly provided herein, all notices, requests, demands or other communications to or upon the respective parties hereto in connection with this Agreement shall:

24.1.1 in order to be valid be in English and in writing;

24.1.2 be deemed to have been duly served on, given to or made in relation to a party if it is:

(a) left at the address of that party set out herein or at such other address as that party has specified by fifteen (15) days’ written notice to the other parties hereto;

(b) posted by first class airmail postage prepaid or sent with an internationally recognised courier service in each case in an envelope addressed to that party at that address; or

(c) sent by facsimile to the facsimile number of that party set out herein or to such other facsimile number as that party has specified by fifteen (15) days’ written notice to the other parties hereto;

24.1.3 be sufficient if:

(a) executed under the seal of the party giving, serving or making the same; or

(b) signed or sent on behalf of the party giving, serving or making the same by any attorney, director, secretary, agent or other duly authorised officer or representative of that party;

24.1.4 be effective:

(a) in the case of a letter, when left at the address referred to in clause 24.1.2(a) after being deposited in the post first class airmail postage prepaid or deposited with an internationally recognised courier service and in each case in an envelope addressed to the addressee at the address referred to in clause 24.1.2(a); and

(b) in the case of a facsimile transmission, upon receipt of a facsimile transmission slip indicating that the correct number of pages have been sent to the correct facsimile number.

24.2 For the purposes of this clause 24, all notices, requests, demands or other communications shall be given or made by being addressed as follows:

24.2.1 if to the Principal Borrower, to:

c/o Walkers SPV Limited

Walker House

87 Mary Street

George Town

Grand Cayman, KY1-9002

Cayman Islands

Facsimile No:	+1 345 945 4757
Attention:	The Directors

with copies to AerVenture and each Agent at the addresses detailed below;

24.2.2 if to any AerCap Obligor, to:

AerCap Holdings N.V.

AerCap House

Stationsplein 965

1117CE Schiphol Airport

The Netherlands

Facsimile:	+3120 655 9100
Attention:	Chief Legal Officer

with a copy to:

AerVenture Limited

c/o AerCap Ireland Limited

AerCap House

Shannon Industrial Estate

Shannon

County Clare

Ireland

Facsimile No:	+ 353 61723850
Attention:	Company Secretary

with a copy to each Agent at the address detailed below;

24.2.3 if to an Agent or the Security Trustee, to:

Calyon

9 Quai du Président Paul Doumer

92920 Paris La Défense Cedex

France

Facsimile:	+33 (0)1 41 89 85 75
Attention:	DFS / Middle Office Aviation Group

with, except in relation to notices from one ECA Finance Party to another ECA Finance Party, a copy to AerVenture at the address detailed above; and

24.2.4 if to a Lender, to that Lender care of the ECA Agent.

25 Confidentiality

At all times during the Security Period and after the termination thereof, each party hereto shall and shall procure that each of its respective officers, directors, employees and agents shall keep secret and confidential and not, without the prior written consent of AerVenture , the Agents and the Security Trustee, disclose to any third party the terms of any of the Transaction Documents, any Sub-Lease, any Sub-Sub-Lease, the Insurances or any Purchase Document or any of the information, reports, invoices or documents supplied by or on behalf of any of the other parties hereto, save that any such party shall be entitled to disclose any such terms, information, reports or documents:

25.1.1 in connection with any proceedings arising out of or in connection with any of the Transaction Documents to the extent that that party may consider necessary to protect its interest; or

25.1.2 to any potential permitted assignee or transferee of all or any of that party’s rights under any of the Transaction Documents or any other permitted person proposing to enter into contractual arrangements with that party in relation to or in connection with the transactions contemplated by any of the Transaction Documents, subject to it obtaining an undertaking from that potential permitted assignee or permitted other person in the terms similar to this clause 25; or

25.1.3 if required to do so by an order of a court of competent jurisdiction whether in pursuance of any procedure for discovering documents or otherwise; or

25.1.4 pursuant to any Applicable Law; or

25.1.5 to any fiscal, monetary, Tax, governmental or other competent authority; or

25.1.6 to its auditors, bankers, legal or other professional advisers (which are under an ethical obligation to or agree to hold that information confidential); or

25.1.7 to any of the Export Credit Agencies; or

25.1.8 in any manner contemplated by any of the Transaction Documents; or

25.1.9 to AerVenture, AerCap Holdings or any other AerCap Group Company.

26 Joint and several liability

For the purpose of any provision of the Transaction Documents, it is hereby acknowledged and agreed that:

26.1 where the same obligations are expressed as being owed by more than one Lessee, each of such Lessees shall be jointly and severally liable for such obligations;

26.2 where the same obligations are expressed as being owed by more than one AerCap Obligor, each of such AerCap Obligors shall be jointly and severally liable for such obligations; and

26.3 where the same obligations are expressed as being owed by more than one Borrower, each of such Borrowers shall be jointly and severally liable for such obligations (but without prejudice to, and subject to, clause 22).

27 Consents and related matters

27.1 Each Lessee and AerVenture shall be entitled to deal exclusively with the Security Trustee and rely on communications that it receives from the Security Trustee in relation to any request for approval, consent, waiver, agreement or exercise of another discretion that the Lessees or AerVenture may, from time to time, make under or in connection with any Transaction Document or the transactions contemplated thereby.

27.2 Where any approval, consent, waiver, agreement or exercise of other discretion is requested by any Lessee or AerVenture from the Security Trustee pursuant to this Agreement or any other Transaction Document, the Security Trustee and the relevant ECA Finance Parties at whose direction the Security Trustee is required (pursuant to the terms of the Transaction Documents) to act in relation to the particular matter each agree to consider the same and respond to the relevant Lessee or AerVenture in a timely manner.

28 Subordination

28.1 Each of the ECA Finance Parties and the Lessees hereby agrees to regulate their claims, as to subordination and priority, in respect of any Proceeds in the manner set out in this clause 28.

28.2 The ECA Finance Parties and the Lessees hereby agree that the Secured Loan Obligations shall for all purposes whatsoever rank in priority to the Subordinated Secured Obligations and that such Subordinated Secured Obligations shall at all times be subject and subordinate to such Secured Loan Obligations.

28.3 Without prejudice to the provisions of clause 28.2, if, for any reason, a Lessee claims or is required to claim in the liquidation, winding-up, dissolution or analogous proceedings in relation to any Borrower, then that Lessee shall direct that all dividends and other distributions in respect of its claim be paid to the Security Trustee for application in accordance with the provisions of clause 13 and, to the extent that any such dividend or other distribution is actually paid to that Lessee, that Lessee shall hold any amount received by it on trust for the Secured Parties and shall pay that amount over to the Security Trustee as soon as it is received.

28.4 For so long as any of the Secured Loan Obligations remain outstanding, each Lessee hereby agrees that it shall have no rights whatsoever, save in respect of the express obligations of the Security Trustee as set out in this Agreement and the other Transaction Documents, to instruct, or give directions to, the Security Trustee, to require that the Security Trustee take any action or exercise any right, remedy or power or to determine any question or doubt, in each case in relation to any matter including, without limitation, the Trust, the Trust Property and/or the Trust Documents.

28.5 For so long as any of the Secured Loan Obligations remain outstanding, each Lessee hereby agrees that the Security Trustee shall not, other than as expressly required by the terms of the Transaction Documents, be required to consult with, or have regard to the interests of, any Lessee when taking any action (including, without limitation, any enforcement action) or when exercising any right, remedy or power, in each case in relation to any matter including, without limitation, the Trust, the Trust Property and/or the Trust Documents.

28.6 For so long as any of the Secured Loan Obligations remain outstanding, each Lessee hereby agrees that it shall not appoint any receiver in respect of any of the Trust Property.

28.7 Each Lessee shall be entitled, at any time following the full and final discharge of the Secured Loan Obligations:

28.7.1 to require that the relevant Borrower discharge the Subordinated Secured Obligations by transferring title to any Aircraft to such person as is nominated by that Lessee (who shall not be a Borrower or a Lessee); and

28.7.2 to exercise all of the rights of the ECA Finance Parties under the Trust.

28.8 To the extent required under Dutch law, the subordination set forth in this clause 28 is being accepted by the Security Trustee as agent (zaakwaarnemer) on behalf of the ECA Finance Parties.

29 Miscellaneous

29.1 Cumulative rights

The respective rights of the ECA Finance Parties and the Borrowers pursuant to this Agreement and the other Transaction Documents:

29.1.1 are cumulative, may be exercised as often as they consider appropriate and are in addition to their respective rights under Applicable Law; and

29.1.2 shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing.

29.2 Waivers

Any failure to exercise, or any delay in exercising, on the part of any ECA Finance Party or any Borrower any right under any Transaction Document shall not operate as a waiver or variation of that or any other right and any defective or partial exercise of any such right shall not preclude any other or further exercise of that or any other right, and no act or course of conduct or negotiation shall in any way preclude any party hereto from exercising any such right or constitute a suspension or any variation of any such right.

29.3 Severability

If at any time any provision of any Transaction Document is or becomes illegal, invalid or unenforceable in any respect under any Applicable Law, neither the legality, validity

nor the enforceability of the remaining provisions hereof nor the legality, validity or enforceability of that provision under the law of any other jurisdiction shall in any way be affected or impaired.

29.4 Further assurance

Except to the extent inconsistent with the express terms of the Transaction Documents, each Obligor shall from time to time and at its own cost, to the extent that it is permitted to do so under Applicable Law, as soon as reasonably practicable sign, seal, execute, acknowledge, deliver, file and register all such additional documents, instruments, agreements, certificates, consents and assurances and do all such other acts and things as may be required by Applicable Law or reasonably requested by any Representative from time to time in order to give full effect to each Transaction Document or to establish, maintain, protect or preserve the rights of the ECA Finance Parties and the Borrowers under the Transaction Documents or to enable any of them to obtain the full benefit of each Transaction Document and to exercise and enforce their respective rights and remedies under the Transaction Documents.

29.5 Certificates

A certificate given by any ECA Finance Party as to the amount of any sum required to be paid to it under any provisions of any of the Transaction Documents shall, save in the case of manifest error, be prima facie evidence of the amounts therein stated for all purposes of the Transaction Documents.

29.6 Amendments

29.6.1 Unless a Lease Termination Event has occurred any term of any Transaction Document other than the Lease and the Guarantee may be amended or waived with the agreement in writing of all the parties to it so long as such amendment does not adversely affect the right or obligations of COFACE or is made with its consent.

29.6.2

(a) Subject to clause 30.6.2(b), the ECA Finance Parties (or any of them) may also agree an amendment to a Transaction Document without the agreement of any other party or parties to that Transaction Document (or otherwise) if the amendment is in writing and does not affect the rights, interests or obligations of that other party or parties, COFACE or any ECA Finance Party, and the other parties to that Transaction Document shall (at no cost to such other parties) take such action and execute such documents as the relevant ECA Finance Party may require in order to offset such amendment;

(b) Each of the parties hereto agrees that any Transaction Document to which an AerCap Obligor is a party may not be amended other than in accordance with the express terms of the relevant Transaction Document and with the prior written consent of the relevant AerCap Obligor.

29.6.3 The Lease and the Guarantee may only be amended with the consent of the Majority Lenders.

29.6.4 Each of the parties hereto agrees that no amendments, variations, supplements or modifications may be made to any Transaction Document other than by an instrument in writing executed by AerVenture (on behalf of each AerCap Obligor) and the Security Trustee (on behalf of each ECA Finance Party and each Borrower). Each AerCap Obligor hereby irrevocably authorises AerVenture to execute any amendments to any Transaction Document on its behalf. Each ECA Finance Party and each Borrower hereby irrevocably authorises the Security Trustee to execute any amendments to any Transaction Document on its behalf, subject to the Security Trustee first receiving the written consent of the ECA Agent.

29.7 Counterparts

This Agreement may be executed in any number of counterparts and by different parties thereto on separate counterparts and any single counterpart or set of counterparts signed, in either case, by all the parties hereto shall be deemed to constitute a full and original agreement for all purposes but all counterparts shall constitute but one and the same instrument.

29.8 Other security

Nothing contained in this Agreement shall prejudice or affect the rights of any of the ECA Finance Parties under any guarantee, lien, bill, note, charge or other security from any party, other than those comprised in or contemplated by the Transaction Documents now or hereafter held by it in respect of any moneys, obligations or liabilities thereby secured and so that (without limitation) each and any such person may apply any moneys recovered under any such guarantee, lien, bill, note, charge or other security in or towards payment of any money, obligation or liability, actual or contingent, now or hereafter due, owing or incurred to it by any person or may hold such moneys on a suspense account for such period as it may in its absolute discretion think fit.

29.9 Obligations several

The obligations of each of the ECA Finance Parties under this Agreement are several; the failure of any of the ECA Finance Parties to perform such obligations shall not relieve any other of the ECA Finance Parties or any Obligor of any of their respective obligations or liabilities under any of the Transaction Documents nor shall the ECA Agent or the Security Trustee be responsible for the obligations of the other ECA Finance Parties nor shall any of the ECA Finance Parties be responsible for the obligations of any other of the ECA Finance Parties under this Agreement.

29.10 No partnership

This Agreement shall not and shall not be construed so as to constitute a partnership between the parties or any of them.

29.11 Information from AerVenture

AerVenture shall upon request of the ECA Agent deliver to COFACE (via the ECA Agent) or upon request of the ECA Agent deliver to the ECA Agent all such information concerning AerVenture and/or any AerCap Group Company which is a party to any of the Transaction Documents and their respective affairs and the Aircraft as shall be available to AerVenture or such other AerCap Group Company (and subject

to any confidentiality restrictions) and which the ECA Agent shall reasonably require in the context of the Transaction Documents and the transactions contemplated thereby.

29.12 Determination of LIBOR

In relation to the Transaction Documents for an Aircraft generally, it is hereby agreed amongst the relevant parties thereto that, in respect of any period, and unless the ECA Agent otherwise agrees, a determination of LIBOR under one Transaction Document for that Aircraft must be the same rate as is determined in respect of LIBOR under another Transaction Document for that Aircraft pursuant to which LIBOR falls to be determined for the same period and, in the event of any discrepancy, the determination of LIBOR under the ECA Loan Agreement for that Aircraft shall prevail.

30 Transfers

30.1 Transfers by Obligors

Without prejudice to the provisions of clause 7, no Obligor shall assign any rights or transfer any obligations under any Transaction Document without the prior written consent of the ECA Agent.

30.2 Transfers by Lenders

Any Lender may transfer all or any of its rights, benefits and obligations under the Transaction Documents or change its Lending Office (whether in the same or a different jurisdiction), provided always that:

30.2.1 prior to the transfer or change in Lending Office becoming effective, the relevant Lender:

(a) gives notice to AerVenture (with a copy to the ECA Agent) of the identity of the Transferee or (as the case may be) the new Lending Office and the jurisdiction of tax residence of the Transferee or (as the case may be) the new Lending Office; and

(b) obtains the prior consent of COFACE,

30.2.2 the Transferee (i) is an Export Credit Agency, or (ii) is eligible for support from COFACE and (unless the Transferee is or has been a Lender) has been approved as a Transferee by AerVenture (such approval not to be unreasonably withheld or delayed), or (iii) is designated as a Transferee by the relevant Export Credit Agency; and

30.2.3 with the exception of transfers occurring as a result of sub-paragraphs (i) or (iii) of clause 30.2.2, no Obligor shall be under any obligation to pay any greater amount or suffer any other increase in liabilities or diminution in right or benefit under the Transaction Documents following and as a consequence of any such transfer or change in Lending Office, except where the same arises as a consequence of a Change in Law which occurs after the date of that transfer or change in Lending Office (but excluding any Change in Law which is officially announced or proposed before the date of that transfer or change in Lending Office).

provided further that the provisos set out above shall not apply to the extent that any Lender has effected a transfer or changed its Lending Office pursuant to, and in accordance with, clause 8.1.

30.3 Transfer Certificates

30.3.1 If any ECA Lender (the Transferor) transfers all or any part of its rights, benefits and/or obligations under this Agreement in respect of any ECA Loan for an Aircraft to another bank or financial institution (or other person approved by AerVenture) (the Transferee) in accordance with clause 30.2, that transfer shall be effected by way of a novation by the delivery to, and the execution by, the Security Trustee of a duly completed Transfer Certificate or in such other manner as the ECA Agent and AerVenture may agree.

30.3.2 On the date specified in the Transfer Certificate:

(a) to the extent that in the Transfer Certificate the Transferor seeks to transfer its rights and obligations under the Transaction Documents, each of the Transferor and the other parties hereto shall be released from further obligations to each other under the Transaction Documents and their respective rights against each other under the Transaction Documents shall be cancelled (such rights and obligations being referred to in this clause 30.3 as Discharged Rights and Obligations);

(b) the parties hereto (other than the Transferor) and the Transferee shall each assume obligations towards each other and/or acquire rights against each other which, subject to clause 30.2, differ from the Discharged Rights and Obligations only insofar as each of the parties hereto (other than the Transferor) and the Transferee have assumed and/or acquired the same in place of each of the parties hereto (other than the Transferor) and the Transferor; and

(c) each of the parties hereto (other than the Transferor) and the Transferee shall acquire the same rights and assume the same obligations among themselves as they would have acquired and assumed had the Transferee originally been a party to the Transaction Documents as a Lender with the rights and/or the obligations acquired or assumed by it as a result of the transfer.

30.3.3 The Security Trustee shall as soon as reasonably practicable complete a Transfer Certificate on written request by a Transferor and upon payment by the Transferee (other than in the case of an Export Credit Agency (or a Transferee nominated thereby) being a Transferee) of a fee of one thousand Dollars ($1,000) to the Security Trustee for each Transfer Certificate.

30.3.4 Each party hereto (other than the Security Trustee, the Transferor and the Transferee) hereby confirms that the execution of any Transfer Certificate by the Security Trustee on its behalf shall be binding upon and enforceable against it as if it had executed the Transfer Certificate itself. Each party hereto (other than the Security Trustee, the Transferor and the Transferee) hereby irrevocably authorises the Security Trustee to execute any duly completed Transfer Certificate on its behalf.

30.4 Costs and expenses

In relation to any transfer contemplated by this clause 30 which is not a transfer pursuant to clause 8.1 or a transfer to a Transferee referred to in sub-paragraphs (i) or (iii) of clause 30.2.2, the costs and expenses thereby incurred by each of the other parties hereto shall be for the account of the Transferee or the Transferor (as they may agree between themselves). In relation to any transfer contemplated by this clause 30 which is a transfer pursuant to clause 8.1 or a transfer to a Transferee referred to in sub-paragraphs (i) or (iii) of clause 30.2.2, the costs and expenses thereby incurred by each of the other parties hereto shall be for the account of the Borrowers.

31 Governing law and jurisdiction

31.1 Governing law

This Agreement and any non-contractual obligations connected with it shall be governed by and construed in accordance with English law.

31.2 Jurisdiction

Each of the parties hereto agrees, for the benefit of each of the other parties hereto, that any legal action or proceedings arising out of or in connection with this Agreement or any non-contractual obligations connected with it (including a dispute regarding the existence, validity or termination of this Agreement) may be brought in the courts of England, irrevocably and unconditionally submits to the jurisdiction of such courts and irrevocably designates, appoints and empowers:

(a) in the case of each Lessee and AerVenture, Freshfields Bruckhaus Deringer whose current address is at 65 Fleet Street, London EC4Y 1HS, England (Ref: DMP Litigation/RFM);

(b) in the case of each Borrower, Norose Notices Limited whose current address is at 3 More London Riverside, London SE1 2AQ (marked for the attention of the Director of Administration, reference OGM/LN25172); and

(c) in the case of each of the ECA Finance Parties, the address from time to time of the relevant ECA Finance Party’s branch in London, England (or, if any ECA Finance Party does not have or ceases to have a branch in London, it shall appoint an agent for receipt of service of process in England and shall provide the other parties to this Agreement with a copy of a letter from that agent accepting its appointment),

in each case, to receive for it and on its behalf service of process issued out of the courts of England in any such legal action or proceedings. The submission to that jurisdiction shall not (and shall not be construed so as to) limit the right of any of the parties hereto to take proceedings against the other parties hereto (or any of them) in the courts of any other competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. The parties further agree that only the courts of England and not those of any other state shall have jurisdiction to determine any claim arising out of or in connection with this Agreement.

31.3 No immunity

Each of the parties hereto agrees that in any legal action or proceedings against it or its assets in connection with this Agreement no immunity from such legal action or proceedings (which shall include, without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) shall be claimed by or on behalf of it or with respect to its assets, irrevocably waives any such right of immunity which it or its assets now have or may hereafter acquire or which may be attributed to it or its assets and consents generally in respect of any legal action or proceedings to the giving of any relief or the issue of any process in connection with such action or proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceedings.

32 Contracts (Rights of Third Parties) Act 1999

32.1 Each of the Obligors which is a party to this Agreement agrees that any of its obligations in this Agreement or any other Transaction Document which is expressly owed to any ECA Finance Party and/or COFACE shall be enforceable by that ECA Finance Party, or, as the case may be, COFACE subject always to any relevant restriction contained in any Transaction Document. The provisions of the Contracts (Rights of Third Parties) Act 1999 shall apply for the benefit of each of the ECA Finance Parties and COFACE.

32.2 Subject to clause 32.1, it is not intended by any of the parties hereto that any term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party hereto. The parties hereto shall not require the consent of any person who is not a party in order to rescind, vary, waive, release, assign, novate or otherwise dispose of all or any of their respective rights or obligations under this Agreement.

33 Export Credit Agency

33.1 Each of the Obligors hereby acknowledges and accepts that, under the Support Agreement, COFACE has certain rights to require the ECA Finance Parties to act, or to omit to act, in accordance with the instructions of COFACE. Accordingly, each of the Obligors hereby acknowledges and accepts that if any of the ECA Finance Parties is required to exercise a right, discretion or power under any of the Transaction Documents “reasonably”, “in good faith” or “bona fide” or with any other restriction of whatsoever nature, then that ECA Finance Party will be deemed to be acting reasonably, “in good faith” or “bona fide” or in accordance with such other restrictions (as the case may be) if that ECA Finance Party exercises, or refrains from exercising, that right, discretion or power in accordance with the instructions of COFACE.

33.2 Each of the Obligors hereby acknowledges and accepts that this Agreement is drafted on the basis that COFACE will be the sole Export Credit Agency to issue a Support Agreement in support of the Borrower’s obligations under each ECA Loan which is to be issued hereunder. The ECA Agent may, at any time following the execution of this Agreement, inform the Obligors that one or more of Euler Hermes and ECGD has elected to issue Support Agreements in respect of the ECA Loans to be issued hereunder. Each of the Obligors hereby acknowledges and agrees that in the event that

the ECA Agent so notifies them they shall execute all such additional documents, instruments, agreements, consents as the ECA Agent and the relevant Export Credit Agencies may require in order to document and given effect to such change.

34 Parallel debt

34.1 Each AerCap Obligor which is a party hereto and has its State of Incorporation in The Netherlands or France (Relevant Obligor) hereby irrevocably and unconditionally undertakes, as far as necessary in advance, to pay to the Security Trustee an amount equal to the aggregate of all of its Principal Obligations owed to all of the ECA Finance Parties from time to time, as and when the same become due in accordance with the terms and conditions of its Principal Obligations (that payment undertaking and the obligations and liabilities which are the result thereof, the Parallel Debt).

34.2 Each of the parties hereby acknowledges that:

34.2.1 for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the Relevant Obligor to the Security Trustee which are separate and independent from, and without prejudice to, the Principal Obligations which the Relevant Obligor owes to any ECA Finance Party; and

34.2.2 the Parallel Debt represents the Security Trustee’s own claim (vordering) to receive payment of the Parallel Debt by the Relevant Obligor, provided that the total amount which may become due in respect of the Parallel Debt under this clause 34 shall never exceed the amount which may become due in respect of all of its Principal Obligations owed to all of the ECA Finance Parties.

34.3 The total amount due by the Relevant Obligor as the Parallel Debt under this clause 34 shall be decreased to the extent that the Relevant Obligor shall have paid any amounts to the ECA Finance Parties or any of them to reduce its outstanding Principal Obligations or any ECA Finance Party otherwise receives any amount in discharge of those Principal Obligations (other than by virtue of clause 34.4).

34.4 To the extent that the Relevant Obligor shall have paid any amounts to the Security Trustee in respect of the Parallel Debt or the Security Trustee shall have otherwise received monies in discharge of the Parallel Debt, the total amount due in respect of its Principal Obligations shall be decreased accordingly.

34.5 In the event of a resignation of Security Trustee or the appointment of a new Security Trustee pursuant to clause 21 of this Agreement, the retiring Security Trustee shall assign (cederen) or transfer by way of transfer of contract (contractsoverneming) the Parallel Debt owed to it to the successor Security Trustee

35 Servicing Agreement

35.1 AerVenture and each AerCap Obligor hereby acknowledges and agrees that it is a fundamental condition of the ECA Lenders’ agreement to advance the ECA Loans under this Agreement that until such time as the Secured Obligations have been satisfied in full a Servicing Agreement is in place between the Servicers and AerVenture.

Schedule 1

Definitions

A320 AerCap Facility Agreement means the Facility Agreement dated 23 April 2003 (as amended, supplemented and restated from time to time) between, among others, Calyon, AerCap B.V. and AerCap Holdings pursuant to which the ECA Lenders (as defined therein) have agreed to finance up to 30 Airbus A320 family aircraft for AerCap;

A320 AerCap Termination Event means a “Termination Event” under (and as defined in) the A320 AerCap Facility Agreement;

A330 Facility Agreement means the Facility Agreement dated 30th December 2008 (as amended, supplemented and restated from time to time) between, among others, Calyon, Jetstream Aircraft Leasing Limited and AerCap Holdings pursuant to which the ECA Lenders (as defined therein) have agreed to finance up to 15 Airbus A330 family aircraft for AerCap;

A330 AerCap Termination Event means a “Termination Event” under (and as defined in) the A330 AerCap Facility Agreement;

Acceptance Certificate means, in respect of an Aircraft, the certificate (in substantially the form of Schedule 2 to the relevant Lease) signed by the relevant Lessee and given by that Lessee to the relevant Borrower pursuant to clause 5.1 of the relevant Lease;

Accession Deed means a deed of accession to be entered into by a Principal Lessee or, as the case may be, an Alternative Obligor in the form from time to time agreed between AerVenture and the Security Trustee;

Additional Insureds has the meaning specified in paragraph 10(e)(i) of Schedule 7;

Administration Agreements means together the Initial Administration Agreement and each Alternative Borrower Administration Agreement, and Administration Agreement means any of them;

AerCap Group means AerCap Holdings and its Subsidiaries from time to time;

AerCap Group Company means any member of the AerCap Group;

AerCap Holdings means AerCap Holdings N.V. (a “naamloze vennootschap”) a company incorporated and organised under the laws of the Netherlands whose registered office is at Evert van de Beekstraat 312, 1118 CX Schiphol Airport, Amsterdam, The Netherlands;

AerCap Holdings Guarantee means the guarantee dated the Signing Date and entered into between AerCap Holdings and the Borrowers pursuant to which AerCap Holdings guarantees the performance of the obligations and liabilities of each of AerVenture and each Lessee under this Agreement and AerVenture’s obligations and liabilities under the AerVenture Guarantee;

AerCap Facilities means each of the A320 AerCap Facility Agreement and the A330 AerCap Facility Agreement;

AerCap Obligors means together AerVenture, each Lessee, AerCap Holdings and each Lessee Parent, and AerCap Obligor means any of them;

AerCap Security Trustee means each “Security Trustee” from time to time under (and as defined in) the A320 AerCap Facility Agreement and the A330 AerCap Facility Agreement;

AerCap Termination Event means any A320 AerCap Termination Event or any A330 AerCap Termination Event;

AerVenture means AerVenture Limited a company incorporated under the laws of Ireland and having its registered office at AerCap House, Shannon, County Clare, Ireland;

AerVenture Guarantee means the guarantee dated the Signing Date between AerVenture and the Borrowers pursuant to which AerVenture guarantees the performance of the obligations and liabilities of the Lessees;

AerVenture Intermediate Ownership Company means AerCap AerVenture Holding B.V. a company organised and existing under the laws of The Netherlands whose registered office is at AerCap House, Stationsplein 965, 1117 CE Schiphol Airport Amsterdam The Netherlands or any other direct Subsidiary of AerCap Holdings, the shares in which are one hundred per cent (100%) directly owned and controlled by AerCap Holdings to which AerCap AerVenture Holding B.V. transfers its entire ownership stake in AerVenture Limited (being at least fifty per cent (50%) of the entire issued share capital of AerVenture Limited) from time to time;

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

Agreed ECA Rate means, in respect of an ECA Loan and an ECA Interest Period the sum of (i) the Applicable Rate for that ECA Loan and (ii) the Margin;

Agreed form means, in relation to any document, the form of such document from time to time certified as the agreed form thereof by or at the direction of AerVenture and the Security Trustee;

Airbus means (as the context may require) Airbus S.A.S. (legal successor of Airbus S.N.C., formerly known as Airbus G.I.E. and Airbus Industrie G.I.E.) or AVSA S.A.R.L.;

Airbus Bill of Sale means, in relation to any Aircraft, the bill of sale, dated the Purchase Date for that Aircraft, executed or to be executed by Airbus in favour of the Seller or, as applicable, the Borrower in relation to that Aircraft pursuant to the Airbus Purchase Agreement;

Airbus Purchase Agreement means, in respect of an Aircraft, the Airbus A320 family Airbus Purchase Agreement dated 30 December 2005, together with the exhibits thereto, made between the Manufacturer and AerVenture or such other Airbus Purchase Agreement with the Manufacturer which relates to that Aircraft;

Airbus Purchase Agreement Assignment means, in respect of any Aircraft, the Airbus Purchase Agreement Assignment entered or to be entered into between AerVenture and the relevant Borrower in respect of the right to take title to that Aircraft under the Airbus Purchase Agreement;

Airbus Remarketing Agreement means, in respect of any Aircraft, the technical support and remarketing services agreement entered or to be entered into between the relevant Borrower, the Security Trustee and Airbus;

Aircraft means, subject to clause 2.2.2 and as the context may require, all or any one of the twenty (20) A320 aircraft which AerVenture has agreed to purchase pursuant to the Airbus Purchase Agreement (or, following the exercise by AerVenture of its conversion rights under the Airbus Purchase Agreement all or any one of the A319 or A321 Aircraft which AerVenture has elected to purchase in lieu of an A320 Aircraft) details of which are set out in each ECA Utilisation Notice, provided that the total amount of Aircraft financed under this Agreement from time to time shall not exceed twenty (20) Aircraft (and, save where the context otherwise requires, includes any or all of the Replacement Aircraft) and/or such alternative aircraft as may from time to time be agreed in writing by the ECA Agent at the request of AerVenture, comprising, with respect to each individual aircraft, the relevant Airframe together with the relevant Engines (whether or not any of the relevant Engines may from time to time be installed on the relevant Airframe) together with the relevant Technical Records;

Aircraft Purchase Price means in respect of an Aircraft, the aggregate amount which is equal to:

(a) the final contract price for that Aircraft on delivery thereof from the Manufacturer, after deduction of all applicable credit memoranda and exclusive of any capitalised interest, but disregarding for this purpose any Buyer Furnished Equipment for that Aircraft (Final Aircraft Price); plus

(b) if there is any Buyer Furnished Equipment for that Aircraft, the lesser of (i) the final contract price for that Buyer Furnished Equipment for that Aircraft, after deduction of all applicable credit memoranda and exclusive of any capitalised interest, and (ii) an amount equal to five per cent. (5%) of the Final Aircraft Price,

in each case, as approved by the ECA Agent (acting on the instructions of all of the ECA Lenders);

Airframe means, in respect of an Aircraft, the airframe (except for the Engines) more particularly identified in Schedule 1 to the Lease for that Aircraft, including all Parts installed in or on the airframe at the Purchase Date (or which, having been removed therefrom, remain the property of the relevant Borrower) and all Replacement Parts from time to time installed in or on the said airframe and all Parts which are for the time being detached from the airframe but remain the property of the relevant Borrower;

Airframe Warranties Agreement means, in respect of an Aircraft, the airframe warranties agreement relating to that Aircraft from time to time entered into between, amongst others, the Manufacturer, AerVenture, the relevant Borrower, the relevant Lessee, the relevant Sub-Lessee and the Security Trustee which shall be in the agreed form or otherwise in form and substance reasonably satisfactory to the Security Trustee;

Alternative Borrower means a company, approved by the ECA Agent (acting on the instructions of all of the ECA Lenders) and incorporated in a jurisdiction approved by the ECA Agent (acting on the instructions of all of the ECA Lenders), in each case, in accordance with clause 7, which accedes to this Agreement as a Borrower pursuant to clause 7;

Alternative Borrower Administration Agreements means any administration agreements or corporate services agreements to be entered into by an Alternative Borrower Manager, the Security Trustee, an Alternative Borrower, and AerVenture on terms approved by the Security Trustee (acting on the instructions of all of the Lenders) and AerVenture in accordance with this Agreement, and Alternative Borrower Administration Agreement means any of them;

Alternative Borrower Comfort Letters means each comfort letter to be issued in respect of an Alternative Borrower Manager to the Security Trustee and AerVenture, in form and substance reasonably satisfactory to the Security Trustee (acting on the instructions of all of the Lenders) and Principal Obligor, and Alternative Borrower Comfort Letter means any of them;

Alternative Borrower Floating Charge means each floating charge to be granted by an Alternative Borrower to the Security Trustee which shall be in form and substance reasonably satisfactory to the Security Trustee (acting on the instructions of all of the Lenders) and Principal Obligor;

Alternative Borrower Manager means the manager, if any, of an Alternative Borrower as approved by the Security Trustee (acting on the instructions of all of the Lenders) and Principal Obligor in accordance with this Agreement;

Alternative Borrower Share Charge means each pledge or charge to be granted by the holder or holders of the entire issued share capital of an Alternative Borrower to the Security Trustee over all the shares of that Alternative Borrower, which pledge or charge shall be in form and substance reasonably satisfactory to the Security Trustee (acting on the instructions of all of the Lenders) and AerVenture;

Alternative Borrower Trustees means the legal owners of an Alternative Borrower as approved by the Security Trustee (acting on the instructions of all of the Lenders) and AerVenture in accordance with this Agreement, and Alternative Borrower Trustee means any of them;

Alternative Declaration of Trust means each declaration of trust to be entered into by an Alternative Borrower Trustee or the Trustee in relation to the shares that Alternative Borrower Trustee or the Trustee (as applicable) owns in an Alternative Borrower, in form and substance reasonably satisfactory to the Security Trustee (acting on the instructions of all of the Lenders) and AerVenture;

Alternative Lessee Share Charge means each pledge or charge to be granted by the relevant Lessee Parent to the Principal Borrower or the Security Trustee over all the shares of that Alternative Lessee, which pledge or charge shall be in form and substance reasonably satisfactory to the Security Trustee (acting on the instructions of all of the Lenders) and AerVenture;

Alternative Lessees means the First Intermediate Lessee and each other direct or indirect Subsidiary of AerVenture which accedes to this Agreement as a Lessee pursuant to clause 7 which is directly or indirectly controlled by AerVenture, the shares in which are one hundred per cent (100%) owned, on an indirect basis, by Aerventure and which is, approved by the ECA Agent (acting on the instructions of all of the ECA Lenders) and incorporated in a jurisdiction approved by the ECA Agent (acting on the instructions of all of the ECA Lenders) and “Alternative Lessee” means any of them;

Alternative Obligor means an Alternative Borrower or an Alternative Lessee;

Applicable Law includes, without limitation, all applicable (i) laws, bye-laws, statutes, decrees, acts, codes, legislation, treaties, conventions and similar instruments and, in respect of any of the foregoing, any instrument passed in substitution therefor or re-enactment thereof or for the purposes of consolidation thereof with any other instrument or instruments, (ii) final judgments, orders, determinations or awards of any court from which there is no right of appeal or if there is a right of appeal that appeal is not prosecuted within the allowable time, and (iii) rules and regulation of any Government Entity;

Applicable Rate means:

(a) in respect of any Loan and any Interest Period, the LIBOR rate for that Loan and Interest Period on the Quotation Date. Notwithstanding the foregoing:

(i) in respect of the first ECA Interest Period for an ECA Loan and the last Interest Period for a Loan which ends on a Final ECA Repayment Date, unless that Interest Period commences or terminates, as the case may be, on a Reference Date, the Applicable Rate for that Interest Period shall (subject to the proviso to this definition) be determined by interpolating (on a linear basis) between:

(A) LIBOR for the complete period for which that rate is publicity quoted having the next shorter duration than that Interest Period, and

(B) LIBOR for the complete period for which said rate is publicity quoted having the next longer duration than that Interest Period; and

(ii) in respect of the first Interest Period for a Loan, if the Drawdown Notice in relation thereto is not received by the relevant Agent by the latest time required by the terms of the relevant Loan Agreement, the Applicable Rate for that Interest Period shall be calculated by reference to each relevant Lender’s cost of funding its participation in that Loan for that Interest Period,

in each case, expressed as a percentage rate per annum and rounded up to four decimal places, as notified and reasonably substantiated by the ECA Agent (acting on the instructions of all of the ECA Lenders) to the relevant Borrower, the relevant Lessee and AerVenture on the relevant Quotation Date; or

(b) in the case of any ECA Loan, following a Conversion, the applicable Fixed Rate for that ECA Loan;

Assignment of Insurances means, in respect of an Aircraft, any assignment of insurances entered or to be entered into between the relevant Sub-Lessee (as assignor) and the relevant Lessee (as assignee);

Aviation Authority means, in respect of an Aircraft, any Government Entity which under the laws of the State of Registration for that Aircraft has from time to time:

(a) control or supervision of civil aviation in the State of Registration; and/or

(b) jurisdiction over the registration, airworthiness or operation of, or other similar matters relating to, that Aircraft;

Banking Day means a day (other than a Saturday or Sunday or holiday scheduled by law) on which banks are open for the transaction of domestic and foreign exchange business in Dublin, London, Paris, Amsterdam, Frankfurt, New York City, Luxembourg and Munich provided that:

(a) in relation to a day on which a payment is to be made by an Obligor in Dollars, that day need only be a day (other than a Saturday or Sunday) on which banks are open for the transaction of domestic and foreign exchange business in New York City, London and Paris; and

(b) in relation to a day on which LIBOR is to be calculated, that day need only be a day (other than a Saturday or Sunday) on which banks are open for the transaction of domestic and foreign exchange business in London and Paris;

Bankruptcy Law has the meaning specified in paragraph (g) of the definition of Insolvency Event;

Basle Paper means the paper entitled International Convergence of Capital Measurement and Capital Standards dated July 1988 and prepared by the Basle Committee on Banking Regulations and Supervision, as amended, modified, varied, supplemented or replaced;

Basle II Paper means the Revised Framework for International Convergence for Capital Measurement and Capital Standards issued by the Basel Committee on Banking Supervision in June 2004 and the proposals published by the European Parliament and Council recasting Directives 2000/12/EC and 93/6/EEC (the Capital Requirement Directives) and as amended and supplemented from time to time prior to the date hereof;

BFE Bill of Sale means, in respect of an Aircraft to which any Buyer Finished Equipment relates, the bill of sale executed or to be executed in favour of the Seller pursuant to which title to that Buyer Furnished Equipment is transferred to the Seller;

Bill of Sale means, in respect of an Aircraft where AerVenture is the Seller, the bill of sale executed or to be executed by the Seller in favour of the relevant Borrower pursuant to which title to that Aircraft is transferred to that Borrower;

Borrower Document means, in respect of each Borrower, each Transaction Document to which such Borrower is, or will be, party;

Borrower Event means any event which, with any one or more of the lapse of time, the giving of notice, or the making of a determination, would become a Borrower Termination Event;

Borrower Floating Charges means together the Principal Borrower Floating Charge and each Alternative Borrower Floating Charge, and Borrower Floating Charge means any of them;

Borrower Novation means a borrower novation agreement entered into in connection with a Lease for an Aircraft and/or the Loan Agreement for that Aircraft, in form and substance acceptable to AerVenture and the Security Trustee (each acting reasonably);

Borrower Share Charges means together the Principal Borrower Share Charge and each Alternative Borrower Share Charge, and Borrower Share Charge means any of them;

Borrower Termination Event means, in respect of an Aircraft, any of the following events and circumstances:

(a) any Borrower fails to pay any amount due from it and for which (as a result of the application of clause 22) it is personally liable under any Transaction Document for that Aircraft in the currency and in the manner stipulated in that Transaction Document within three (3) Banking Days of the due date therefor (if that amount is a scheduled amount) or within five (5) Banking Days of the due date in all other circumstances;

(b) any Borrower knowingly creates (or consents to the creation of) any Lien, other than any Permitted Lien, over or with respect to that Aircraft, or sells, transfers or otherwise disposes of, or purports to sell, transfer or otherwise dispose of, that Aircraft, other than, in each case, as expressly permitted by the terms of the Transaction Documents;

(c) any Borrower fails to observe or perform in any material respect any of its obligations under any of the Transaction Documents for that Aircraft (other than the obligations mentioned in the other paragraphs of this definition) for a period of thirty (30) days after notice thereof from the Security Trustee;

(d) any representation or warranty made by a Borrower in clauses 4.1.15, 4.1.16 or 4.1.17 is, or proves to have been, incorrect and, as a consequence of such incorrectness (i) a deduction or withholding is required to be made in respect of any payment due by the relevant Borrower under the Transaction Documents and the relevant Borrower does not comply with its obligations under clause 4.8 of the ECA Loan Agreement to which it is party or (ii) a Tax is levied or incurred which is not paid by the relevant Borrower in accordance with the Transaction Documents or in respect of which the ECA Finance Parties are not indemnified to the extent required by the Transaction Documents;

(e) any representation or warranty (other than those outlined in sub-paragraph (d) immediately above) made by any Borrower in any of the Transaction Documents for that Aircraft or in any certificate provided by a Borrower under Schedule 10 or clause 9 is or proves to have been incorrect in any material respect when made and the circumstances giving rise to that incorrectness are not remedied within thirty (30) days after that Borrower receives notice of that incorrectness from the Security Trustee;

(f) any Insolvency Event occurs in relation to any Borrower which is a party to a Transaction Document for that Aircraft;

(g) any Borrower which is a party to a Transaction Document for that Aircraft repudiates or disclaims all or any of their respective obligations and liabilities under any Transaction Document for that Aircraft or evidences in writing an intention to do the same;

Borrower Trustees means together the Trustee and each Alternative Borrower Trustee, and Borrower Trustee means any of them;

Borrower’s Lien means, in respect of an Aircraft, any Lien created by or through the Borrower which is the owner of that Aircraft over that Aircraft, any of its Engines or any of its Parts or exercised, asserted or claimed against that Aircraft, any of its Engines or any of its Parts in respect of a debt, liability or other obligation (whether financial or otherwise) of the Borrower, other than

(a) a debt, liability or other obligation imposed on the Borrower as purchaser of that Aircraft pursuant to the Purchase Documents for that Aircraft or arising from the operation, maintenance, insurance, repair and storage of that Aircraft, any of its Engines or any of its Parts by any Lessee, any Sub-Lessee or any Sub-Sub-Lessee;

(b) any Lien over that Aircraft created pursuant to any of the Transaction Documents; or

(c) any Lien over that Aircraft arising by Applicable Law where that Lien does not arise as a result of an act or omission of the Borrower unless that act or omission is permitted or required by the Transaction Documents or arises as a result of a breach by either (i) any AerCap Obligor of its obligations under the Transaction Documents, or (ii) any Sub-Lessee or Sub-Sub-Lessee of its obligations under any Sub-Lease or Sub-Sub-Lease;

Borrowers means together the Principal Borrower and each Alternative Borrower, and Borrower means any of them;

Break Costs means (as a result of a prepayment of a Loan, any delayed Delivery or Delivery not occurring, any payments under a Support Agreement following an Event of Default, or any other circumstances provided in a Transaction Document) either:

(a) prior to a Conversion, such amounts as a Lender or the ECA Agent (on its own behalf or on behalf of the ECA Lenders) may certify as necessary to compensate it or any other ECA Finance Party for Losses incurred in terminating swaps, interest make-up or other arrangements from or with other persons (including any of the Export Credit Agencies or any other party to any of the Transaction Documents) or employing deposits, in each case, acquired or entered into to effect or maintain all or any part of its share of the relevant Loan or, in the case of COFACE, entered into pursuant to, or in connection with, its Support Agreement but, in the case of a Lender (and not an Export Credit Agency) in respect of Losses as a result of prepayments only, not in excess of the amount (if any) by which:

(i) the interest which that Lender should have received for the period from the date of receipt of the relevant amount prepaid of its participation in a Loan to the last day of the current Interest Period in respect of that Loan, had the principal amount received been paid on the last day of that Interest Period

exceeds

(ii) the amount which that Lender is able to obtain by placing an amount equal to that relevant amount on deposit with a leading bank in the London interbank market for a period starting on the Business Day following actual receipt or recovery and ending on the last day of the current Interest Period; or

(b) following a Conversion, such amounts which:

(i) in the case of COFACE, it certifies are Losses suffered or incurred by it as a result;

(ii) in the case of any Lender, or the ECA Agent, it certifies will compensate it for Losses incurred in terminating the relevant Interest Rate Swap but in any event not in excess of the amount which would be the Close-out Amount (if positive) determined under (and as defined in) an ISDA 2002 Master Agreement (the ISDA

Agreement) as if the relevant Lender were the Determining Party (as defined in the ISDA Agreement) and the Terminated Transaction (as defined in the ISDA Agreement) were an interest rate swap transaction beginning on the Conversion Date and ending on the Final ECA Repayment Date in respect of the relevant Loan Agreement, pursuant to which that Lender is obliged, on each relevant ECA Repayment Date falling after the Conversion Date, to pay fixed amounts to the swap counterparty equal to the interest payable under the relevant Loan Agreement at the Fixed Rate and receive floating amounts from such swap counterparty equal to LIBOR by reference to principal amounts equal to the amount prepaid or to be prepaid to such Lender;

Buyer Furnished Equipment means, in respect of an Aircraft, the buyer furnished equipment relating to that Aircraft supplied to the Seller or Airbus (if not the Seller) on or prior to the Purchase Date for that Aircraft;

Cape Town Convention means the Convention on International Interests in Mobile Equipment (the Convention) and the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (the Protocol), both signed in Cape Town, South Africa on the 16 November 2001, together with any protocols, regulations, rules, orders, agreements, instruments, amendments, supplements, revisions or otherwise that have or will be subsequently made in connection with the Convention and/or the Protocol by the Supervisory Authority (as defined in the Protocol), the International Registry or Registrar (as defined in the Convention) or an appropriate registry authority (as defined in the Protocol) or any other international or national body or authority and references to any Articles of the Cape Town Convention refer to the English language version of the Consolidated Text of the Cape Town Convention and the Aircraft Protocol attached to Resolution No. 1 of the Final Act of the Diplomatic Conference to adopt the Cape Town Convention and Aircraft Protocol;

Capital Adequacy Requirement means the introduction of, change in, or change in the interpretation of, any law or regulation relating to capital adequacy, liquidity and/or reserve assets applicable to a Lender, including one which makes any change to, or is based on any alteration in, the interpretation of the Basle Paper and/or the Basle II Paper or which increases the amounts of capital required thereunder, other than, with respect to any Lender, a request or requirement made by way of implementation of the Basle Paper and/or the Basle II Paper and/or any other law or regulation relating to capital adequacy, liquidity and/or reserve assets in the manner in which it is being implemented as at the Signing Date by the applicable regulatory authority or authorities;

Cash Collateral Account means, in respect of an Aircraft, the Dollar account so designated held by the Lessee of that Aircraft with the Cash Collateral Account Bank for that Aircraft, and includes any redesignation and sub-accounts thereof;

Cash Collateral Account Bank means, in respect of an Aircraft, Calyon (Paris head office) or such other bank or financial institution as may be agreed between AerVenture and the Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders) and includes its successors in title;

Cash Collateral Account Charge means, in respect of an Aircraft, the charge, pledge or other Lien over the Cash Collateral Account for that Aircraft in form and substance reasonably satisfactory to the Security Trustee (acting on the instructions of the ECA Agent

which, in turn, is acting on the instructions of all of the ECA Lenders) granted (where required by the terms of this Agreement) by the Lessee in favour of:

(a) where that Lessee is the lessee under the Intermediate Lease for that Aircraft, the other Lessee which is the lessor under that Intermediate Lease; or

(b) otherwise, the Borrower which is the lessor under the Lease for that Aircraft,

together with (A) an acknowledgment of the Cash Collateral Account Bank thereto which shall confirm (without limitation) that only the Security Trustee shall be entitled to withdraw or transfer monies from that Cash Collateral Account (or direct the same) and that it waives all rights of set off in relation to monies from time to time standing to the credit of that Cash Collateral Account and (B) in the event that paragraph (a) above applies, a lessee assignment (in substantially the same form as the Lessee Assignments) in respect of such Cash Collateral Account Charge in favour of the relevant Borrower and, in the event that paragraph (a) or (b) above applies, a security assignment (in substantially the same form as the Security Assignments) in respect of such Cash Collateral Account Charge in favour of the Security Trustee;

Centre of Main Interests means the “centre of main interests” of an Obligor for the purposes of Council Regulation (EC) No. 1346/2000 of 29 May 2000;

Certified Copy means, in relation to a document, a copy of that document bearing the endorsement “Certified a true, complete and accurate copy of the original”, which has not been amended otherwise than by a document, a Certified Copy of which is attached hereto, which has been signed and dated by a person duly authorised by the relevant entity and which complies with that endorsement;

CFO Certificate means a certificate issued by the chief financial officer for the time being of AerCap Holdings which confirms, by reference to the relevant financial ratios and components thereof, whether or not a Trigger Event had occurred and was continuing as at the immediately preceding Testing Date;

Change in Law means, in each case after the Signing Date:

(a) the introduction, abolition, withdrawal or variation of any Applicable Law, regulation, practice or concession or official directive, ruling, request, notice, guideline, statement of policy or practice statement by the Bank of England, the Banque de France, the Deutsche Bundesbank, the United States Federal Reserve, the European Union, the European Central Bank or any central bank, tax, fiscal, governmental, international, national or other competent authority or agency (whether or not having the force of law but in respect of which compliance by banks or other financial institutions in the relevant jurisdiction is generally considered to be mandatory); or

(b) any change in any interpretation after the Signing Date of any Applicable Law by any Government Entity, tribunal, revenue, international, national, fiscal or other competent authority;

COFACE means the Export Credit Agency of the French Republic, represented by Compagnie Française d’Assurance pour le Commerce Extérieur;

Comfort Letters means together the Initial Comfort Letter and each Alternative Borrower Comfort Letter, and Comfort Letter means any of them;

Compulsory Acquisition means, in respect of an Aircraft or an Engine, requisition of title or other compulsory acquisition of title (but excluding requisition for use or hire) of that Aircraft or Engine (as the case may be) by a Government Entity;

Consent and Agreement in respect of an Aircraft, has the meaning given to it in the Airbus Purchase Agreement Assignment (if any) in relation to that Aircraft;

Contribution means (i) in relation to an ECA Lender and an ECA Loan, the principal amount of that ECA Loan owing to that ECA Lender at any relevant time;

Conversion means, in respect of the ECA Loans, the conversion of the rate of interest payable on such ECA Loans to a fixed rate of interest from a floating rate of interest pursuant to clause 4.2 (Fixed rate option) of any ECA Loan Agreement;

Conversion Date has the meaning given to it in clause 4.2 (Fixed rate option) of the ECA Loan Agreement;

Damage Notification Threshold means, in respect of an Aircraft, two million Dollars ($2,000,000). Notwithstanding the foregoing, each of AerVenture and the Security Trustee agree that if they are aware of prolonged periods of double digit year-on-year inflation in Dollars, both acting in good faith, they may agree to escalate the threshold amount;

Declarations of Trust means together the Principal Declaration of Trust and each Alternative Declaration of Trust, and Declaration of Trust means any of them;

Default Interest Period means, in respect of an Unpaid Amount, each period (not exceeding six (6) months) as the relevant Agent or, in the case of clause 8.3 of any Lease, the relevant Borrower selects in its absolute discretion, the first such period commencing on the date on which the Unpaid Amount was due and each subsequent period commencing on the last day of the preceding period for so long as the relevant default continues;

Default Rate means, in respect of an Unpaid Amount and any relevant period, the rate equal to either:

(a) the aggregate of (i) two per cent. (2%) per annum and (ii) the applicable Margin, and (iii) (if that Unpaid Amount is due in Dollars) LIBOR for that period or (if that Unpaid Amount is due in another currency) the cost of funds of the relevant unpaid ECA Finance Party for that period in the London interbank market; or

(b) at any time following a Conversion Date, the aggregate of (i) two per cent. (2%) per annum; (ii) the applicable Margin, and (iii) the applicable Fixed Rate for that ECA Loan,

Delivery Date means, in respect of an Aircraft, the Aircraft Delivery Date as defined in the Lease for that Aircraft;

Deregistration Power of Attorney means, in respect of an Aircraft, each deregistration power of attorney issued by the relevant Sub-Lessee or Sub-Sub-Lessee in favour of the Lessee of that Aircraft in a form approved by the Security Trustee acting reasonably, and

includes any deed of substitution in respect of any such deregistration power of attorney executed in favour of the Security Trustee;

Dollars and $ means the lawful currency for the time being of the United States of America.

Dutch Documents means together each Dutch Supplemental Pledge (Lessee Assignment), and each Dutch Supplemental Pledge (Security Assignment);

Dutch Supplemental Pledge (Lessee Assignment) means, in relation to any Lessee, the Dutch supplemental pledge to Lessee Assignment entered or to be entered into between that Lessee as pledgor and the relevant Borrower as pledgee;

Dutch Supplemental Pledge (Security Assignment) means, in relation to any Borrower, the Dutch supplemental pledge to Security Assignment entered or to be entered into between that Borrower as pledgor and repledgor and the Security Trustee as pledgee and repledgee;

EASA means the European Aviation Safety Agency and any other organisation or authority that, under the laws of the European Union, shall from time to time have jurisdiction over, amongst other things, aircraft airworthiness standards for the European Union;

EC Treaty means the Treaty establishing the European Community (signed in Rome on 25 March, 1957), as amended by the Treaty on European Union (signed in Maastricht on 7 February, 1992) and as amended by the Treaty of Amsterdam (signed in Amsterdam on 2 October 1997);

ECA Acceleration Notice, in respect of an ECA Loan, has the meaning ascribed to it in clause 7 of the ECA Loan Agreement in respect of that ECA Loan;

ECA Agent means Calyon, a société anonyme established under the laws of France with a capital social of 6,055,504,839 Euros, whose registered office is at 9 Quai du President Paul Doumer, 92920 Paris La Defense Cedex, France in its capacity as agent for the ECA Lenders, together with its successors, permitted assignees and permitted transferees;

ECA Availability Period means the period from the Signing Date up to and including 31 August 2011 or such later date as the parties hereto may agree, subject to earlier termination as provided for herein;

ECA Broken Funding Gains in respect of an ECA Loan, shall have the meaning given to that term in clause 9.2.3 of the ECA Loan Agreement in respect of that ECA Loan;

ECA Commitment means, in relation to a Lender and an Aircraft at any time prior to the drawdown of the ECA Loan for that Aircraft, that Lender’s ECA Portion of (i) the Maximum Aircraft Amount for that Aircraft, plus (ii) the Qualifying ECA Premium referred to in paragraph (a) of the definition thereof for that ECA Loan in each case, as specified in Schedule 2 to the ECA Loan Agreement for that Aircraft and/or any Transfer Certificate, in each case, as the same may be reduced or increased pursuant to any Transfer Certificate and/or further reduced or cancelled pursuant to the terms of the Transaction Documents;

ECA Drawdown Date means, in respect of an ECA Loan, the date specified as such in the ECA Drawdown Notice issued pursuant to clause 3.1 of the relevant ECA Loan Agreement or such other date as the parties may agree;

ECA Drawdown Notice means, in respect of an ECA Loan, a notice in the form of Schedule 3 to the ECA Loan Agreement for that ECA Loan;

ECA Facility means the term loan facility made available by the ECA Lenders to the Borrowers pursuant to clause 2.1;

ECA Facility Amount means eight hundred and forty five million six hundred thousand Dollars ($845,600,000.00) plus the ECA Premium;

ECA Finance Parties means together the ECA Lenders and the ECA Representatives, and ECA Finance Party means any of them;

ECA Indemnitee means each of the ECA Agent, the Security Trustee and each ECA Lender, together with their respective officers, directors, agents, employees, successors and permitted assignees and transferees;

ECA Interest Period means, in respect of an ECA Loan, each period commencing from (and including) the ECA Drawdown Date in respect of that ECA Loan or (as the case may be) an ECA Repayment Date in respect of that ECA Loan to (but excluding) the next succeeding ECA Repayment Date in respect of that ECA Loan;

ECA Lender Accession Deed means a deed of accession to be entered into by a bank or financial institution which wishes to accede to this Agreement as an ECA Lender in the form from time to time agreed between AerVenture and the ECA Agent (acting upon the instructions of all of the ECA Lenders);

ECA Lenders means:

(a) in relation to an Aircraft, together the banks and financial institutions listed in Part I of Schedule 2 and any bank or financial institution which is approved by COFACE which, from time to time, accedes to this Agreement pursuant to an ECA Lender Accession Deed (an Acceding ECA Lender), together with their successors, permitted assigns and permitted transferees in relation to that Aircraft; and

(b) generally, together the banks and financial institutions listed in Part I of Schedule 2 and each Acceding ECA Lender, together with their successors, permitted assigns and permitted transferees,

and an ECA Lender shall mean any of them;

ECA Loan means the principal amount of the borrowing under an ECA Loan Agreement or, as the context may require, the principal amount of that borrowing for the time being outstanding;

ECA Loan Agreement means, in respect of an Aircraft or an ECA Loan, the ECA loan agreement relating thereto entered or to be entered into between the relevant Borrower, the ECA Agent (for itself and as agent for the ECA Lenders) and the Security Trustee, substantially in the form set out in Schedule 6;

ECA Loan Amount in respect of an ECA Loan, shall have the meaning given to that term in clause 2.1 of the ECA Loan Agreement for that ECA Loan;

ECA Margin means, in respect of each Aircraft the “ECA Margin” for that Aircraft (as defined in the ECA Loan Agreement for that Aircraft);

ECA Portion means, in respect of any ECA Lender and any Aircraft, the percentage specified opposite that ECA Lender in the relevant part of Schedule 2 to the ECA Loan Agreement for that Aircraft and/or any Transfer Certificate, in each case, as the same may be reduced or increased pursuant to any Transfer Certificate and/or further reduced or cancelled pursuant to the terms of the Transaction Documents;

ECA Premium means the fee which is payable to COFACE in consideration for COFACE guaranteeing, insuring or otherwise covering the relevant participation of the ECA Lenders in that ECA Loan;

ECA Repayment Date means, in respect of an ECA Loan:

(a) the third Reference Date occurring after the ECA Drawdown Date in respect of that ECA Loan;

(b) each subsequent Reference Date occurring at three (3) monthly intervals thereafter prior to the Final ECA Repayment Date in respect of that ECA Loan; and

in each case, as or to be (as the case may be) set forth in column (1) of Schedule 1 to the ECA Loan Agreement in respect of that ECA Loan, provided that if any such date is not a Banking Day, the relevant ECA Repayment Date shall instead be the next succeeding Banking Day, unless that next succeeding Banking Day falls in the next calendar month, in which case, it shall be the immediately preceding Banking Day;

ECA Repayment Instalment means, in respect of an ECA Loan and an ECA Repayment Date, the principal amount due and payable on that ECA Repayment Date, as determined in accordance with clause 4.1 of the ECA Loan Agreement in respect of that ECA Loan and as set out in Schedule 1 to that ECA Loan Agreement, together with interest thereon payable pursuant to clause 4.3 of that ECA Loan Agreement;

ECA Representatives means together the ECA Agent and the Security Trustee and ECA Representative means any of them;

ECA Termination Amount means, in respect of an ECA Loan, the amount required to be paid on the prepayment or acceleration of that ECA Loan being the aggregate of:

(a) the unpaid principal balance of that ECA Loan at the relevant time;

(b) all interest which has accrued in respect of that ECA Loan to the date of that prepayment or acceleration and remains unpaid;

(d) any other amounts due and payable with respect to that ECA Loan by any relevant Obligor under any Transaction Document which shall remain unpaid;

ECA Utilisation Block Event means any event described as such which AerVenture and the ECA Agent have agreed in writing may, if the same has occurred and is continuing, result in the relevant Borrower being unable to borrow an ECA Loan;

ECA Utilisation Documentation means, in respect of an Aircraft and its ECA Loan:

(a) the ECA Loan Agreement for that Aircraft;

(b) the ECA Utilisation Notice for that Aircraft;

(d) the Lease for that Aircraft;

(e) the Lessee Assignment for that Aircraft;

(f) the Acceptance Certificate for that Aircraft;

(g) the Mortgage (if any) for that Aircraft;

(h) the English Law Mortgage for that Aircraft and (if applicable) the related English Law Mortgage Letter;

(i) the Airframe Warranties Agreement for that Aircraft;

(j) the Engine Warranties Agreement for that Aircraft;

(k) the Sub-Lease Account Charge for that Aircraft; and

(l) where an Alternative Obligor is involved in the ownership and/or leasing structure for that Aircraft, all documents required in relation thereto pursuant to clause 7;

ECA Utilisation Notice means any notice given by AerVenture pursuant to clause 3.1 and substantially in the form of Schedule 4;

ECGD means Her Britannic Majesty’s Secretary of State acting by the Export Credits Guarantee Department;

Engine or Engines means, in respect of an Aircraft:

(a) each of the engines identified in Schedule 1 to the Lease for that Aircraft whether or not from time to time installed on the Airframe or any other airframe unless and until title thereto is transferred to the relevant Lessee or its designee pursuant to clause 11.5.3 of that Lease; or

(b) any replacement Engine substituted therefor which becomes the property of the relevant Borrower including, if applicable, any other Engine which may from time to time be installed upon or attached to the Airframe and which becomes the property of the relevant Borrower; or

(c) insofar as the same belong to the relevant Borrower, any and all Parts and Replacement Parts of whatever nature from time to time relating to an engine referred to in (a) and (b) above, whether or not installed on or attached to that engine;

Engine Manufacturer means either CFM International, S.A. or IAE International Aero Engines AG and, in each case, its successors and permitted assigns;

Engine Warranties means, in respect of the Engines relating to an Aircraft, the warranties granted by the applicable Engine Manufacturer under the Engine Warranties Agreement for that Aircraft;

Engine Warranties Agreement means, in respect of an Aircraft, the engines warranties agreement relating to that Aircraft entered or to be entered into on or prior to the Delivery Date for that Aircraft between, amongst others, the relevant Engine Manufacturer, AerVenture, the relevant Borrower, the relevant Sub-Lessee and the Security Trustee which shall be in the agreed form or otherwise in form and substance reasonably satisfactory to the Security Trustee;

English Law Mortgage means, in respect of an Aircraft, the mortgage subject to English law for that Aircraft to be entered into between the relevant Borrower and the Security Trustee which shall be in the agreed form or otherwise in form and substance reasonably satisfactory to the Security Trustee;

English Law Mortgage Letter means, in respect of any English Law Mortgage, a letter in the form of Schedule 12 duly executed by the Borrower which owns the Aircraft to which that English Law Mortgage relates and the Lessee of that Aircraft;

Euler Hermes means Euler Hermes Kreditversicherungs-AG;

Excluded Taxes means:

(a) any Tax, other than any Tax which is imposed by way of deduction or withholding from a payment, which is imposed on or suffered by the affected ECA Finance Party or payable to the affected ECA Finance Party with respect to, or measured by, the income or capital gain of the affected ECA Finance Party imposed by:

(i) the jurisdiction of its Lending Office, unless it is imposed or suffered in consequence of any failure by any other party to any Transaction Document to perform any of its obligations thereunder; or

(ii) any other jurisdiction, other than the Cayman Islands, the Netherlands, Ireland and any other jurisdiction in which any Obligor has its State of Incorporation from time to time, unless such Tax is imposed or suffered in consequence of (A) a failure by any party to the Transaction Documents to perform its obligations thereunder, (B) any of the matters referred to in clause 9.1.1 of any Loan Agreement, (C) any other connection between any Obligor and such jurisdiction, and/or (D) any payment by any Obligor under the Transaction Documents being made from, within or through such jurisdiction; or

(b) any Tax which would not have arisen but for the existence of any ECA Finance Party Lien created by or through the affected Finance Party; or

(c) any Tax to the extent that that Tax would not have been imposed or suffered, or otherwise would not have arisen, but for any breach by the affected ECA Finance Party of any of its express obligations under any of the Transaction Documents (but excluding

any breach in consequence of a failure by any other party to a Transaction Document to perform any of its obligations thereunder); or

(d) any Tax to the extent that that Tax would not have been imposed or suffered but for any misrepresentation made by the affected ECA Finance Party under any of the Transaction Documents to which it is a party (but excluding any breach in consequence of a failure by any other party to a Transaction Document to perform any of its obligations thereunder); or

(e) any Tax which would not have been imposed or suffered but for a reasonably avoidable delay or failure by the affected ECA Finance Party in filing tax computations or returns, or in paying any Tax, which:

(i) it is required by Applicable Law of the jurisdiction of its Lending Office to file or, as applicable, pay; or

(ii) it is required by any other Applicable Law to file or, as applicable, pay and:

(A) AerVenture (acting reasonably) has requested the affected ECA Finance Party to make that filing or, as applicable, pay that Tax, and

(B) in the case of the payment of a Tax, other than a Tax which is an Excluded Tax pursuant to the other provisions of this definition, there has been advanced to the affected ECA Finance Party sufficient funds to enable it to pay the Tax in full; or

(f) any Tax which arises solely from an act or omission which constitutes gross negligence or wilful default by the affected ECA Finance Party; or

(g) in relation to clause 9.1 of any Loan Agreement, a Tax attributable to an act, matter, circumstance or thing done, arising or occurring after the date on which title to the relevant Aircraft shall have been transferred to the relevant Lessee under the Lease for that Aircraft (such date being herein referred to as the Compliance Date), but only to the extent not attributable, in whole or in part, to circumstances, acts, omissions, incidents or events occurring on or before the Compliance Date;

Existing Aircraft shall have the meaning given to that term in clause 10.7.1;

Expenses means all and any fees, costs and expenses (and, in the case of the expenses of the Representatives under paragraphs (c), (d) and (h) below, including (but otherwise excluding) all reasonable expenses referable to the cost of management time), reasonably and properly incurred:

(a) by the Security Trustee and every agent or other person appointed by the Security Trustee in connection with its appointment under this Agreement in the execution or exercise or bona fide purported execution or exercise of the trusts, rights, powers, authorities and duties created or conferred by or pursuant to the Transaction Documents or in respect of any action taken or omitted by the Security Trustee or any such agent or other person under the Transaction Documents or otherwise in relation to the Trust Property, in each case, in a manner consistent with the rights and interests of the ECA Finance Parties under the Transaction Documents, unless they result from the Security

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Trustee’s or (as applicable) such other agent’s or person’s own gross negligence or wilful misconduct;

(b) by the ECA Agent in the execution or exercise or bona fide purported execution or exercise of the rights, powers, authorities and duties created or conferred by or pursuant to the Transaction Documents or in respect of any action taken or omitted by any Agent under the Transaction Documents, in each case, in a manner consistent with the rights and interests of the ECA Finance Parties under the Transaction Documents, including (without limitation) as a result of investigating any event which it reasonably believes is a Termination Event or Relevant Event or acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised, unless they result from that Agent’s own gross negligence or wilful misconduct;

(c) by any of the ECA Finance Parties or COFACE in contemplation of, or otherwise in connection with, the enforcement or attempted enforcement of, or the preservation or attempted preservation of any rights under, any of the Transaction Documents after the occurrence of a Lease Termination Event which is then continuing;

(d) by any of the ECA Finance Parties or COFACE in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of any of the Aircraft or in securing the release of any of the Aircraft from arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention;

(e) by any of the ECA Finance Parties or COFACE in connection with the negotiation, preparation and execution of each of the Transaction Documents and the delivery of the Aircraft, subject to (where applicable) agreed caps;

(f) by any of the ECA Finance Parties or COFACE in connection with the consideration, review and implementation of any new ownership and leasing structure or the accession of any Alternative Obligor pursuant to clause 7;

(g) by any of the ECA Finance Parties or COFACE in connection with the implementation of any Sub-Lease and/or Sub-Sub-Lease in accordance with the requirements of this Agreement;

(h) by any of the ECA Finance Parties or COFACE in connection with any other variation, amendment, supplement, restructuring or novation of, or the granting of any release, waiver or consent in connection with, any of the Transaction Documents, in each case, if requested by a AerCap Obligor,

together with, in each case, any applicable Value Added Tax thereon, and provided always that, if no Lease Termination Event has at the relevant time occurred and is then continuing, or to do so would or might reasonably be expected to result in the rights, title and interests of the ECA Finance Parties and the Borrowers (or any of them) in and to the Aircraft and/or under any Transaction Document being materially adversely affected, based on advice received by the Security Trustee and shared with AerVenture from reputable legal counsel in the relevant jurisdictions, the person incurring the fee, cost or expense shall first consult in good faith with AerVenture in relation thereto and provide an estimate of the amount of the relevant fee, cost or expense;

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Export Credit Agencies means together COFACE, ECGD and EULER HERMES, and Export Credit Agency means any of them;

FAA means the Federal Aviation Administration (or its successor) of the United States of America;

Fees Letters means the various letters dated on or about the Signing Date between, inter alia, the Principal Borrower, AerVenture and Calyon in relation to fees;

Final Disposition means, in respect of an Aircraft and following the enforcement of rights under the Security Documents:

(a) the sale against immediate payment in cash or for other consideration, whether through an agent on or otherwise, of any right, title and interest in and to that Aircraft (including, without limitation, a sale to the relevant Lessee, AerVenture and/or any other person other than to a Borrower and whether pursuant to the terms of the relevant Lease or otherwise howsoever); or

(b) completion by delivery of that Aircraft to the purchaser or lessee (as the case may be) of a sale, lease or other disposition, pursuant to a conditional sale, hire purchase, full pay-out finance lease or other arrangement providing for the payment in full of the purchase price of that Aircraft over an agreed period of time and involving the retention of title to, or a security or similar interest in, that Aircraft;

Final Disposition Proceeds means, in respect of an Aircraft, the aggregate amount of:

(a) all consideration (whether cash or otherwise) received and retained by or on behalf of any Obligor or any Secured Party as a result of the Final Disposition of that Aircraft;

(b) any cash (including any non-refundable deposits) received and retained as a result of the sale or proposed sale by any Obligor or any Secured Party of any right, title and interest in and to any agreement for the Final Disposition of that Aircraft in a manner contemplated by paragraph (b) of the definition of Final Disposition or any non-cash consideration received by any of them as a result of the Final Disposition of that Aircraft or, where the Final Disposition provides for the payment in full of the purchase price of that Aircraft over an agreed period of time, all cash receipts in respect of that Final Disposition;

Final ECA Repayment Date means in respect of any ECA Loan, the twelfth (12th) or tenth (10th) anniversary of the Purchase Date for the Aircraft to which that ECA Loan relates or such earlier date as may be agreed between AerVenture and the ECA Agent, as specified in the ECA Loan Agreement for that ECA Loan, provided that if such date is not a Banking Day, the Final ECA Repayment Date shall instead be the next succeeding Banking Day, unless that next succeeding Banking Day falls in the next calendar month, in which case, it shall be the immediately preceding Banking Day;

Finance Party Lien means any Lien over an Aircraft or any part thereof:

(a) created by an act or omission of an ECA Finance Party, in each case, in breach of its express obligations under the terms of the Transaction Documents; or

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(b) exercised against that Aircraft or any part thereof as a direct result of a debt, liability or other obligation (financial or otherwise) owed by an ECA Finance Party other than:

(i) a debt, liability or obligation arising from the possession, use or operation of the Aircraft by a Lessee, any Sub-Lessee or any Sub-Sub-Lessee; or

(ii) for which an ECA Finance Party is entitled to be indemnified pursuant to the terms of the Transaction Documents and the ECA Finance Party shall not have received the corresponding amount;

Financial Indebtedness means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit facility;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or Airbus Purchase Agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any individual derivative transaction, only the marked to market value of that derivative transaction shall be taken into account);

(h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(i) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to and including (h) above,

but excluding (in each case):

(i) Subordinated Debt; and

(ii) any counter-indemnity obligation of the nature referred to in paragraph (h) above and/or any derivative transaction referred to in paragraph (g) above, in each case, where all obligations and liabilities under the corresponding instrument are fully cash-collateralised;

Fixed Rate means, with respect to the ECA Loans, the per annum rate of interest determined by the ECA Agent to be that quoted by the ECA Agent or, with such Agent’s consent, an ECA

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Lender at or about 9.00 a.m. (New York time) on a date falling two (2) Banking Days prior to the Conversion Date as the offered fixed rate for Interest Rate Swaps;

Government Entity means (i) any national, state or local government, (ii) any board, commission, department, division, courts or agency or political sub-division thereof, howsoever constituted, and (iii) any association, organisation or institution (international or otherwise) of which any entity mentioned in (i) or (ii) above is a member or to whose jurisdiction it is subject or in whose activities it is a participant;

Guarantees means, together, the AerCap Holdings Guarantee and the AerVenture Guarantee and Guarantee means each or either of them;

Habitual Base means each country in which the Aircraft is based from time to time in accordance with paragraph 1 of Schedule 7;

Heavy Maintenance Check means a 4C/5Y check or 8C/10Y check, as the case may be, or equivalent zonal/structural checks;

Holding Company means, in relation to any person, any other person in respect of which it is a Subsidiary;

Home Countries means the United Kingdom, the French Republic and Germany, and Home Country shall mean any of them;

Home Country Aircraft means any Aircraft which is leased, on the Delivery Date for that Aircraft or at any time during the first two years following that Delivery Date, to an Operator Lessee incorporated in a Home Country. For the avoidance of doubt, once an Aircraft has become a Home Country Aircraft in accordance with the above test, it shall remain a Home Country Aircraft for the purposes of the calculation referred to in clause 6.3.1 until the second anniversary of the Delivery Date for that Aircraft;

Hull Additional Insureds has the meaning specified in paragraph 10(c)(i) of Schedule 7;

IATA means the International Air Transport Association;

IDERA means an irrevocable de-registration and export request authorisation substantially in the form of Schedule 5;

Indemnitees means the ECA Indemnitees and the Borrowers, and Indemnitee means any of them;

Initial Administration Agreement means, in respect of the Principal Borrower and any Alternative Borrower managed by the Initial Manager, the agreement entitled Corporate Services Agreement dated on or about the Signing Date and made between the Initial Manager, the Principal Borrower, the Security Trustee, and AerVenture;

Initial Comfort Letter means, in respect of the Initial Manager, the letter dated on or about the Signing Date and issued by Walkers in favour of the Security Trustee, and AerVenture;

Initial Manager means Walkers SPV Limited, in its capacity as manager of the Principal Borrower;

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Insolvency Event means, in relation to any person, any of the following (whether or not on a temporary basis):

(a) any encumbrancer takes possession of, or a trustee, examiner, liquidator, administrator, receiver, custodian or similar officer is appointed in respect of, that person or all or substantially all of the business or assets of that person unless that person shall have obtained a stay of execution in respect thereof and the release of any property subjected thereto (i) within thirty (30) days, or (ii) if in the meantime an appeal is being presented in good faith (and for the payment of which adequate funds are available, or, when required in order to pursue such proceedings, an adequate bond has been provided), sixty (60) days, so long as there are no reasonably grounds to believe that that possession or appointment involves any material likelihood of the sale, forfeiture or loss of the Airframe, any Engine or any Part or any interest therein;

(b) all or substantially all of the business or assets of that person is attached, sequestered, levied upon or subjected to any form of distraint or execution, unless:

(i) that attachment, sequestration, levy, distraint or execution is being contested in good faith by that person in appropriate proceedings; and

(ii) that person shall have obtained a stay of that attachment, sequestration, levy, distraint or execution and the release of any property subjected thereto (i) within thirty (30) days, or (ii) if in the meantime an appeal is being presented in good faith (and for the payment of which adequate funds are available, or, when required in order to pursue such proceedings, an adequate bond has been provided), sixty (60) days, so long as there are no reasonable grounds to believe that that attachment, sequestration, levy, distraint or execution involves any material likelihood of the sale, forfeiture or loss of the Airframe, any Engine or any Part or any interest therein; and

(iii) that attachment, sequestration, levy, distraint or execution, whether or not stayed or released, shall not, in the opinion of the Security Trustee (acting reasonably), have a material adverse effect on that person’s ability to perform its obligations under any of the Transaction Documents;

(c) that person is or becomes, or shall be deemed for the purpose of any law to be, insolvent or unable to pay its debts as they fall due, or shall admit in writing its inability to pay its debts as they fall due;

(d) that person suspends or threatens in writing to suspend making payments (whether of principal or interest or rentals or otherwise) with respect to all or substantially all of its debts, or a moratorium is declared in respect of all or substantially all of its debts;

(e) that person convenes a meeting for the purpose of considering, or makes, a resolution for the liquidation, or other relief under any bankruptcy, compromise, arrangement, insolvency, readjustment of debt, suspension of payments, dissolution, liquidation, administration, examination or similar law, whether now or hereafter in effect (herein called a Bankruptcy Law) or any scheme or arrangement or composition with, or any assignment for the benefit of, its creditors;

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(f) a petition for liquidation, reorganisation or other relief under any Bankruptcy Law is filed by any person other than that person and that petition shall remain undismissed and unstayed for a period of sixty (60) days, or a decree or order for relief shall be entered against that person under any Bankruptcy Law, provided that this paragraph (f) shall not apply to any such petition issued in any state or jurisdiction where that person does not have or hold substantial or material assets if that petition is demonstrated by that person to the reasonable satisfaction of the Security Trustee (acting reasonably) to be of a frivolous, vexatious or non-meritorious nature;

(g) pursuant to an order, judgment or decree of any court or tribunal or authority of competent jurisdiction (whether under or in relation to any Bankruptcy Law or otherwise), that person is declared or adjudged to be wound-up, dissolved, placed in administration, in suspension of payments, liquidated, insolvent, bankrupt, subject to reorganisation or subject to any other similar relief, provided that this paragraph (g) shall not apply to any such order, judgment or decree of a court, tribunal or authority of any state or jurisdiction where that person does not have or hold substantial or material assets if the proceedings in relation to which that order, judgment or decree is given are demonstrated by that person to the reasonable satisfaction of the Security Trustee (acting reasonably) to be of a frivolous, vexatious or non-meritorious nature;

(h) that person shall commence a voluntary case or other proceeding seeking liquidation, reorganisation or other similar relief with respect to itself or its debts under any Bankruptcy Law or seeking the appointment of a trustee, examiner, liquidator, administrator, receiver, custodian or similar official of that person or all or substantially all of its business or assets, or shall consent to any such relief or to the appointment of or taking possession by any such official, or shall take any corporate action to authorise any of the foregoing;

(i) an involuntary case or other proceeding shall be commenced against that person seeking liquidation, reorganisation or other relief with respect to that person or its debts under any Bankruptcy Law or seeking the appointment of a trustee, examiner, liquidator, administrator, receiver, custodian or similar official of that person or all or substantially all of its business or assets, and that involuntary case or other proceeding shall remain undismissed and unstayed for a period of (i) thirty (30) days, or (ii) with respect to which an appeal is being presented in good faith and with respect to which there shall have been secured a stay of execution pending the determination of that appeal (and for the payment of which adequate funds are available, or, when required in order to pursue such proceedings, an adequate bond has been provided) sixty (60) days, so long as there are no reasonable grounds to believe that that judgment or award involves any material likelihood of the sale, forfeiture or loss of the Airframe, any Engine or any Part or any Part or any interest therein,

provided that this paragraph (i) shall not apply to any such involuntary case or other proceeding commenced in any state or jurisdiction where that person does not have or hold substantial or material assets if that involuntary case or other proceeding is demonstrated by that person to the satisfaction of the Security Trustee (acting reasonably) to be of a frivolous, vexatious or non-meritorious nature;

(j) any event occurs, circumstance arises or proceeding is taken with respect to that person or its assets in any jurisdiction to which that person or its assets is subject (including, without limitation, the loss, in whole or in part, by that person of the free management

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and/or disposal of its property in any other manner (whether or not irrevocable)) to the extent that it has a purpose or an effect equivalent or similar to any of the events mentioned in any of the foregoing paragraphs;

Insurance Acknowledgement means an acknowledgement (if any) in the form and terms of Schedule 1 to the relevant Assignment of Insurances;

Insurance Notice means a notice in the form and terms of Schedule 1 to the relevant Assignment of Insurances;

Insurances means, in relation to an Aircraft, any and all contracts or policies of insurance taken out in respect of that Aircraft (or an indemnity from a Government Entity if the consent thereto from COFACE and the Security Trustee in accordance with the terms hereof has been obtained) and required to be effected and maintained in accordance with this Agreement;

Insurer means each insurer and broker with whom the contracts and policies of insurance in relation to an Aircraft, or any part thereof, are placed from time to time;

Interest Periods means each ECA Interest Period, and Interest Period means any of them;

Interest Rate Swap means any Dollar interest rate hedging arrangement entered or to be entered into by the ECA Lenders for the purpose of providing fixed rate financing to the Borrower for an ECA Loan on a twelve (12) monthly payment basis commencing on the succeeding Payment Date for the relevant ECA Loan after the Conversion Date or, as applicable, the Delivery Date for any Aircraft, and in respect of a notional principal amount equal to the amortising balance (and reflecting the scheduled amortisation of the relevant ECA Loan;

Intermediate Lease means, in respect of an Aircraft financed under a structure where a Lessee leases that Aircraft to another Lessee, a subject and subordinate lease agreement entered into between the first Lessee as lessor and the second Lessee as lessee in form and substance reasonably satisfactory to the Security Trustee;

Intermediate Lessee Assignment means each Lessee Assignment entered or to be entered into between a Lessee which is a lessee under an Intermediate Lease and the Lessee which is the lessor under that Intermediate Lease;

JAA means the Joint Aviation Authorities established by the Members of the European Civil Aviation Conference or any successor thereto including the EASA, the parties hereto acknowledging that, in respect of any jurisdiction with the European economic community, EASA will act as such a successor and, in respect of any jurisdiction outside the European economic community, EASA will not so act but its rules will nevertheless be promulgated by the Joint Aviation Authorities;

Lease means, in respect of an Aircraft, an export lease agreement entered or to be entered into between the relevant Borrower, as lessor, and the relevant Lessee, as lessee which shall be in form and substance reasonably satisfactory to the Security Trustee;

Lease Event means any event which, with any one or more of the lapse of time, the giving of notice, or the making of a determination, would become a Lease Termination Event;

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Lease Termination Event means, in respect of an Aircraft, any of the following events and circumstances:

(a) any AerCap Obligor fails to pay any amount due from it under any Transaction Document for that Aircraft in the currency and in the manner stipulated in that Transaction Document within three (3) Banking Days of the due date therefor (if that amount is a scheduled amount) or within five (5) Banking Days of the due date (in all other circumstances);

(b) any AerCap Obligor knowingly creates (or consents to the creation of) any Lien, other than any Permitted Lien, over or with respect to that Aircraft, or sells, transfers title to or otherwise disposes of title to or purports to sell, transfer title to or otherwise dispose of title to, that Aircraft, other than, in each case, as expressly permitted by the terms of the Transaction Documents;

(c) any AerCap Obligor fails to observe or perform in any material respect any of its obligations under any of the Transaction Documents for that Aircraft (other than the obligations mentioned in the other paragraphs of this definition) for a period of thirty (30) days after notice thereof from the Security Trustee;

(d) any representation or warranty made by a Lessee in clauses 4.2.13, 4.2.14, or 4.2.15 is, or proves to be incorrect when made and, as a consequence of such incorrectness (i) a deduction or withholding is required to be made in respect of any payment due by the relevant Lessee under the Transaction Documents and the relevant Lessee does not comply with its obligations under clause 13 of the Lease to which it is party or (ii) a Tax is levied or incurred which is not paid by the relevant Lessee in accordance with the Transaction Documents or in respect of which the ECA Finance Parties are not fully indemnified to the extent required by the Transaction Documents;

(e) any representation or warranty (other than those outlined in sub-paragraph (d) immediately above) made by any AerCap Obligor in any of the Transaction Documents for that Aircraft or in any certificate provided by a AerCap Obligor under Schedule 10 or clause 7 is or proves to have been incorrect in any material respect when made and the circumstances giving rise to that incorrectness are not remedied within thirty (30) days after that AerCap Obligor receives notice of that incorrectness from that Security Trustee:

(f) any Insolvency Event occurs and is continuing in relation to any AerCap Obligor which is a party to a Transaction Document for that Aircraft;

(g) any AerCap Obligor which is a party to a Transaction Document for that Aircraft repudiates or disclaims all or any of their respective obligations and liabilities under any Transaction Document for that Aircraft or evidences in writing an intention to do the same;

(h)

(i) the Lessee of that Aircraft suspends or ceases to carry on any part of its business or disposes, threatens to dispose or takes any action to dispose of any of its assets, whether by one or a series of transactions, related to or not, otherwise than as expressly permitted by the Transaction Documents;

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(ii) AerVenture suspends or ceases to carry on all or substantially all of its business as a lessor of aircraft, or disposes, threatens to dispose or takes any action to dispose of all or substantially all of its assets, whether by one or a series of transactions, related or not, and that disposal or action has or will have a material adverse effect on its ability to perform its obligations under any of the Transaction Documents for that Aircraft, but excluding for the purposes of a solvent reconstruction, reorganisation, merger, amalgamation or securitisation which does not adversely affect the creditworthiness of AerVenture;

(i) in the case of each of AerVenture and AerCap Holdings:

(i) any of its Financial Indebtedness is not paid when due (after the expiry of any originally applicable grace period);

(ii) any of its Financial Indebtedness:

(A) becomes prematurely due and payable;

(B) is placed on demand; or

in the case of each of sub-paragraphs (i)(ii)(A) or (B), as a result of an event of default (howsoever described) or in the case of sub-paragraph (i)(ii)(C) only, as a result of a payment event of default (howsoever described) in respect of a failure to pay an amount in excess of one hundred thousand Dollars ($100,000); or

(iii) any commitment for its Financial Indebtedness is cancelled or suspended as a result of an event of default (howsoever described),

unless the aggregate amount of Financial Indebtedness falling within all or any of sub-paragraphs (i)(i), (ii) and (iii) above is less than ten million Dollars ($10,000,000) in aggregate or its equivalent in any other currency or currencies and excluding:

(1) Financial Indebtedness in respect of which the person to whom that Financial Indebtedness is owed has agreed to limit its recourse to particular assets and otherwise has no recourse to any other assets of AerVenture or, as the case may be, AerCap Holdings; and

(2) Financial Indebtedness which AerVenture or AerCap Holdings is disputing or contesting in good faith, including by appropriate proceedings, and in respect of which AerVenture or, as the case may be Aircraft Holdings has provided reasonable details of the basis of such dispute or contest to the Security Trustee;

(j) any of AerVenture or AerCap Holdings’ Financial Indebtedness which is being guaranteed, insured or otherwise covered by any of the Export Credit Agencies or Eximbank (including, without limitation, the A320 AerCap Facility Agreement and the A330 AerCap Facility Agreement Facility and any Other ECA Indebtedness) is not paid when due (after the expiry of any originally applicable grace periods);

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(k) the Lessee of that Aircraft ceases to be a wholly-owned direct or indirect Subsidiary of AerVenture; or

(l) any other event which AerVenture and either Agent may agree in writing from time to time is a Lease Termination Event,

and means, generally, any of the foregoing in relation to any of the Aircraft;

Lenders means together the ECA Lenders, and Lender means any of them;

Lending Office means, in relation to a Lender, its branch or office at the address specified against its name in Schedule 2 or specified in the Transfer Certificate whereby that Lender becomes a party to this Agreement or such other branch or office determined in accordance with the provisions of this Agreement;

Lessee Assignment means, in respect of any Aircraft, the lessee assignment(s) entered or to be entered into between the Lessee of that Aircraft, as assignor, and:

(a) where that Lessee is party (as lessee) to an Intermediate Lease for that Aircraft, the Lessee which is lessor under that Intermediate Lease, as assignee; and/or

(b) where that Lessee is party (as lessee) to the Lease for that Aircraft, the Borrower which is lessor under that Lease, as assignee,

which shall be in the agreed form as certified by each of the Parties hereto on or about the Signing Date and otherwise in form and substance reasonably satisfactory to the Security Trustee;

Lessee Document means, in respect of each Lessee, each Transaction Document to which such Lessee is, or will be, party;

Lessee Insolvency Event means any Insolvency Event in relation to a Sub-Lessee or Sub-Sub Lessee of the nature referred to in paragraphs (b) or (g) of the definition thereof;

Lessee Novation means a Lessee novation agreement entered into in connection with a Lease which shall be in form and substance reasonably satisfactory to the Security Trustee;

Lessee Parent means:

(a) in respect of any Principal Lessee, AerVenture:

(b) in respect of any Alternative Lessee, the company, being AerVenture or a direct or indirect wholly-owned Subsidiary of AerVenture which owns the entire issued share capital of that Alternative Lessee; and

Lessee Share Charges means each Principal Lessee Share Charge and each Alternative Lessee Share Charge, and Lessee Share Charge means any of them;

Lessees means the Principal Lessees and each Alternative Lessee which accedes to this Agreement pursuant to clause 7, and Lessee means any of them;

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Liability means, at any time in respect of a Lender, the proportion which that Lender’s Contribution bears to the amount of all of the Loans as at that time;

and Liabilities shall be construed accordingly;

Liability Additional Insureds has the meaning specified in paragraph 10 (d)(ii)(A) of Schedule 7;

LIBOR means, in relation to any amount denominated in Dollars and for any period, the rate for deposits in Dollars for that amount and for that period which is:

(a) the applicable Screen Rate at or about 11:00 a.m. (London time) on the Quotation Date relating to that period; or

(b) if (a) does not apply, the arithmetic mean (rounded to the nearest four decimal places) of the rates, as supplied to the relevant Agent at its request, quoted by the Reference Banks to leading banks in the European interbank market, at or about 11:00 a.m. (London time) on the Quotation Date relating to that period, for the offering of deposits in Dollars in an amount comparable with that amount and for a period comparable to that period,

Lien means any encumbrance or security interest whatsoever, howsoever created or arising, including any right of ownership, security, mortgage, pledge, assignment by way of security, charge, lease, lien, statutory right in rem, hypothecation, title retention arrangement, attachment, levy, claim, right of detention or security interest whatsoever, howsoever created or arising, or any right or arrangement having a similar effect to any of the above;

Loan Agreement means, in respect of any Aircraft, the ECA Loan Agreement for that Aircraft;

Loans means together the ECA Loans, and Loan means any of them;

Losses means any losses, demands, liabilities, obligations, claims, actions, proceedings, penalties, fines, damages, adverse judgments, Break Costs, orders or other sanctions, fees, out-of-pocket costs and expenses (including, without limitation, the fees, out-of-pocket costs and expenses of any legal counsel, but excluding, in all cases, Taxes), and Loss shall be construed accordingly;

Maintenance Programme means, in relation to any Aircraft, a maintenance programme for that Aircraft in accordance with the Manufacturer’s recommendations, contained in the Manufacturer’s maintenance review board document or the Manufacturer’s maintenance planning document, and approved by the Aviation Authority, including, but not limited to, servicing, testing, preventive maintenance, repairs, structural inspections, system checks, overhauls, approved modifications, service bulletins, engineering orders, Airworthiness Directives, corrosion control, inspections and treatments;

Maintenance Reserves means, in respect of an Aircraft, the maintenance reserves or any letter(s) of credit or other security in respect thereof, if any, which have been paid and/or issued and which are payable and/or to be issued from time to time by the relevant Sub-Lessee pursuant to a Sub-Lease for that Aircraft or any amounts which that Sub-Lessee has agreed to make available to the relevant Lessee in connection with the maintenance of that Aircraft in accordance with the terms of that Sub-Lease (maintenance credits), less, in the

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case of maintenance reserves and maintenance credits, any amount paid to that Sub-Lessee or any relevant maintenance facility in reimbursement out of a maintenance reserve account or out of the maintenance credits, as the case may be, for maintenance of that Aircraft in accordance with the terms of that Sub-Lessee;

Majority Lenders means in relation to any decision, discretion, action or inaction under any of the Transaction Documents for that Aircraft that is provided to be made by the Majority Lenders, the ECA Lenders the aggregate of whose Contributions in relation to the ECA Loan for that Aircraft is equal to or exceeds sixty-six and two thirds per cent. (66 2/3%) of the amount of that ECA Loan;

Managers means the Initial Manager and each Alternative Borrower Manager, and Manager means any of them;

Mandatory Prepayment Event means, in respect of an Aircraft:

(a) if any conditions precedent which the ECA Agent (acting on the instructions of all of the ECA Lenders) has agreed in writing may be satisfied after the ECA Loan for that Aircraft has been made have not been so satisfied within the period so agreed between the ECA Agent (acting on the instructions of all of the ECA Lenders) and AerVenture; or

(b) if that Aircraft is not delivered to a Sub-Lessee pursuant to a Sub-Lease within one hundred and eighty (180) days after the Delivery Date for that Aircraft or such longer period as the ECA Agent (acting on the instructions of all of the ECA Lenders) may agree in writing; or

(c) a Borrower Termination Event occurs in respect of that Aircraft and is continuing at the end of any period of consultation pursuant to clause 8.1; or

(d) clause 8.1.2 applies in relation to any Security Document for that Aircraft and continues to apply at the end of any period of consultation pursuant to clause 8.1; or

(e) any of the Insurances for that Aircraft are not obtained and/or maintained in accordance with the requirements of this Agreement and/or that Aircraft is operated in a place excluded from the insurance coverage unless, immediately upon AerVenture becoming aware of the same, that Aircraft is grounded in a jurisdiction with no actual or imminent war or hostilities and, for so long as any of those Insurances are not obtained and/or maintained in accordance with the requirements of this Agreement, remains grounded in such a jurisdiction, safely stored and fully covered by a ground risk only insurance policy which complies with the requirements of this Agreement; or

(f) that Aircraft is flown to or within a Prohibited Country unless, immediately upon any AerCap Obligor becoming aware of the same, that Aircraft is removed from that Prohibited Jurisdiction; or

(g) a notice of prepayment is issued pursuant to 6.3.2 in respect of that Aircraft; or

(h) the Final Date occurs under (and as defined in) clause 5.3.3 or any of the ownership covenants on the part of AerVenture or AerCap Holdings pursuant to clause 5.3.4 is breached at any time; or

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(i) AerVenture breaches the financial covenant contained in clause 5.4.2 regarding the ratio of its Net Worth to its total assets; or

(j) a Servicing Agreement is not in place between the relevant Servicer, from time to time, and AerVenture; or

(k) such other circumstances as any of AerVenture and the ECA Agent may agree in writing from time to time; or

(l) if, at any time when that Aircraft is subject to a Sub-Lease:

(i) any AerCap Obligor becomes aware of the relevant Sub-Lessee or any other person selling, transferring title to or otherwise disposing of title to, or purporting to sell, transfer title to or otherwise dispose of title to, that Aircraft and, if and for so long as the Security Trustee determines that there is no material likelihood that the security over that Aircraft created by the Security Documents and/or the relevant Borrower’s ownership interest in that Aircraft will, by effluxion of the thirty (30) day period referred to below, be materially prejudiced, materially limited or otherwise materially adversely affected, the relevant Lessee fails to have that sale, transfer, other disposal or purported sale, transfer or other disposal set aside or annulled within a period of thirty (30) days;

(ii) any AerCap Obligor is or becomes aware of any Lien, other than a Permitted Lien, over or with respect to the Aircraft and that Lien is not discharged in full within one hundred and twenty (120) days; or

(m) unless the relevant deviation is approved by the Security Trustee pursuant to clause 6.7, a Lessee enters into a Sub-Lease for that Aircraft which does not comply with the Sub-Lease Requirements in breach of clause 6.2 and that breach is not remedied within thirty (30) days after notice thereof from the Security Trustee; or

(n) any authorisation necessary to enable any Borrower or the Security Trustee to repossess that Aircraft upon termination of the leasing of that Aircraft under the Transaction Documents or to de-register and export that Aircraft from the State of Registration thereupon, is modified in a manner materially adverse to the Borrower’s or the Relevant Parties’ interests or is not granted or is revoked, suspended, withdrawn or terminated or expires save that where AerVenture or, as the case may be, the relevant Lessee is acting in accordance with the Standard in order to procure the renewal of the same, failure to procure such shall not constitute a Mandatory Prepayment Event; or

(o) subject always to paragraph 1(n) of Schedule 7, the Lessee of that Aircraft failing to provide the Security Trustee with the IDERA duly recorded by the Aviation Authority, pursuant to paragraph 1(k) of Schedule 7 within thirty (30) days (the IDERA Target Period) of the delivery of that Aircraft from the Manufacturer, or delivery of that Aircraft under a Sub-Lease, in each case if applicable, save that, where the Lessee is acting in accordance with the Standard to have the IDERA recorded with the relevant Aviation Authority in the shortest time possible, the failure to have the IDERA so recorded within the IDERA Target Period shall not constitute a Mandatory Prepayment Event; or

(p) the Security Trustee shall have declared a Mandatory Prepayment Event in respect of that Aircraft pursuant to clause 7.6.1(c)(ii),

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and means, generally, any of the foregoing in relation to any of the Aircraft;

Manufacturer means Airbus;

Margin means the relevant ECA Margin;

Maximum Aircraft Amount means, in respect of any Aircraft, the lesser of:

(a) eighty-five per cent (85%) of the Aircraft Purchase Price for that Aircraft; and

(b) the amount specified in column (5) of the table set out in Part 1 of Schedule 3 in respect of that Aircraft;

Maximum ECA Amount means, in respect of any Aircraft, the lesser of:

(a) the sum of the Maximum Aircraft Amount for that Aircraft plus the Qualifying ECA Premium for the ECA Loan for that Aircraft; and

(b) the Unutilised ECA Facility for that Aircraft;

Mortgage means, in respect of an Aircraft and subject always to paragraph 1(c) of Schedule 7, the first priority mortgage or equivalent Lien in the State of Registration for that Aircraft (but excluding, for the avoidance of doubt, any English Law Mortgage where the relevant State of Registration is not the United Kingdom) to be entered into (where required pursuant to paragraph 1 of Schedule 7) between, amongst others, the relevant Borrower and the Security Trustee in a form approved by the Security Trustee acting reasonably;

Net Worth means, at any time, the sum of AerCap Holdings’ Shareholder Funds at that time;

Notice of Demand has the meaning given to that term in clause 2.2.1 of the Guarantee;

Notifiable Sub-Lease Event of Default means, in relation to a Sub-Lease, any event of default thereunder which relates to:

(a) a Lessee Insolvency Event in respect of the relevant Sub-Lessee; or

(b)

(i) at any time when a Trigger Event has not occurred and is continuing, the insurance provisions of the Sub-Lease or Sub-Sub-Lease (as applicable); and

(ii) at any time when clause 6.6.11 applies and for so long as the relevant Trigger Event has occurred and is continuing, the provisions of the Sub-Lease which are equivalent to the Operational Undertakings;

Obligors means each AerCap Obligor and each Borrower (and includes, for the avoidance of doubt, each Alternative Obligor), and Obligor means any of them;

OCI means, as the context may require and, at any time:

(a) in the case of AerCap Holdings, AerCap Holdings’ accumulated other income, as shown in the accounts of AerCap Holdings most recently provided to the Security Trustee pursuant to clause 5.2.3; and

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(b) in the case of AerVenture, AerVenture’s accumulated other income as shown in the accounts of AerVenture most recently provided to the Security Trustee pursuant to clause 5.2.3

OCL means, as the context may require and, at any time:

(a) in the case of AerCap Holdings, AerCap Holdings’ accumulated other loss, as shown in the accounts of AerCap Holdings most recently provided to the Security Trustee pursuant to clause 5.2.3; and

(b) in the case of AerVenture, AerVenture’s accumulated other loss, as shown in the accounts of AerVenture most recently provided to the Security Trustee pursuant to clause 5.2.3.

Off-Lease Period means, in respect of an Aircraft, any period within the Lease Period (as defined in the Lease for that Aircraft) during which no Sub-Lease or Sub-Sub-Lease for that Aircraft is in effect;

Operational Undertakings means the covenants and undertakings set out in Schedule 7;

Operator Lessee shall have the meaning given thereto in clause 6.3.1;

Other ECA Indebtedness means any Financial Indebtedness whether present or future, direct or indirect (other than pursuant to the Transaction Documents) (including by way of a direct loan to AerVenture, AerCap B.V. or any other AerCap Obligor or pursuant to a lease financing or other financing structure, to which the Lessee or AerCap or any other AerCap Obligor is a party, including without limitation, pursuant to the A320 AerCap Facility Agreement and the A330 AerCap Facility Agreement) and which is guaranteed, insured, supported or otherwise covered by any Export Credit Agency;

Original Servicers means each of AerCap Group Services B.V., in its capacity as primary AerVenture Servicer, AerCap Ireland Limited, in its capacity as primary subsidiary servicer and AerCap Cash Manager II Limited in its capacity as insurance servicer in each case under and pursuant to the Original Servicing Agreement;

Original Servicing Agreement means the servicing agreement dated 13 January 2006 between the Original Servicers, AerCap Cash Manager II Limited (in its capacity as Cash Manager), AerCap Administrative Servicing Limited (in its capacity as Administrative Agent) and AerVenture, pursuant to which, among other things, the Original Servicers have agreed to provide certain Services (as such term is defined in the Servicing Agreement) to AerVenture in respect of the aircraft subject to the Airbus Purchase Agreement;

Parallel Debt, in relation to this Agreement or any Loan Agreement, has the meaning ascribed thereto in clause 34 of this Agreement or, as the case may be, clause 15 of that Loan Agreement;

Part means, in respect of an Aircraft, each module, appliance, part, accessory, instrument, furnishing and other item of equipment of whatsoever nature (including the Buyer Furnished Equipment), other than a complete Engine or engine, which at any time of determination is incorporated or installed in or attached to the relevant Airframe or any relevant Engine, in each case, title to which is vested in the relevant Borrower, or, having been removed therefrom, title to which remains vested in the relevant Borrower;

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Permitted Finance Party Lien means, in relation to any ECA Finance Party:

(a) any Lien created by the Transaction Documents; or

(b) any other Lien created at the written request of or with the prior written consent of any AerCap Obligor;

Permitted Lien means, in relation to an Aircraft:

(a) any Borrower’s Lien or Finance Party Lien; or

(b) any Lien for Taxes or other governmental or statutory charges or levies not yet assessed or, if assessed, not yet due and payable or, if due and payable, which the Lessee or, where relevant, the Sub-Lessee or Sub-Sub-Lessee is disputing or contesting in good faith by appropriate proceedings (and for the payment of which adequate funds are available, or, when required in order to pursue such proceedings, an adequate bond has been provided), so long as, at the time of entering into such proceedings, there are no reasonable grounds to believe that the outcome of such proceedings, or the continued existence of that Lien, involves any material likelihood of the sale, forfeiture or loss of that Aircraft or any part thereof or any interest therein; or

(c) any Lien for the fees or charges of any airport or air navigation authority arising in the ordinary course of business, by statute or by operation of law, in each case, for amounts the payment of which either is not yet due and payable or, if due and payable (i) the late payment reflects the normal procedure agreed between the payer and the relevant airport or Eurocontrol or any other relevant air navigation authority and no action is being taken by the relevant airport or air navigation authority in connection therewith to enforce its rights in respect of any amount owed to it, or (ii) which is being disputed or contested in good faith by appropriate proceedings (and for the payment of which adequate funds are available, or, when required in order to pursue such proceedings, an adequate bond has been provided), so long as (in the case of each of (i) and (ii)) there are no reasonable grounds to believe that the continued existence of that Lien involves any material likelihood of the sale, forfeiture or loss of that Aircraft or any part thereof or any interest therein; or

(d) any Lien for the fees or charges of any supplier, hangar keeper, mechanic, workman, repairer or employee arising in the ordinary course of business, by statute or by operation of law, in each case, for amounts the payment of which either is not yet due and payable, or, if due and payable, is being disputed or contested in good faith by appropriate proceedings (and for the payment of which adequate funds are available, or, when required in order to pursue such proceedings, an adequate bond has been provided), so long as, at the time of entering into such proceedings, there are no reasonable grounds to believe that the outcome of such proceedings, or the continued existence of that Lien, involves any material likelihood of the sale, forfeiture or loss of that Aircraft or any part thereof or any interest therein; or

(e) Liens (other than Liens in respect of or resulting from Taxes) arising out of judgments or awards against any Lessee, any Sub-Lessee or any Sub-Sub-Lessee (i) so long as that judgment or award is discharged, vacated or reversed within thirty (30) days, or (ii) with respect to which an appeal is being presented in good faith and with respect to which there shall have been secured a stay of execution pending the determination of that

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appeal (and for the payment of which adequate funds are available, or, when required in order to pursue such proceedings, an adequate bond has been provided), or (iii) if that judgment or award is discharged, vacated or revised within thirty (30) days after the expiration of the stay referred to in (ii) above, in each case, so long as there are no reasonable grounds to believe that that judgment or award, or the continued existence of that Lien, involves any material likelihood of the sale, forfeiture or loss of that Aircraft or any part thereof or any interest therein; or

(f) any Lien created by or expressly permitted by the terms of the Transaction Documents; or

(g) any Sub-Lease and any Sub-Sub-Lease; or

(h) any other Lien created at the written request of or with the prior written consent of the Security Trustee;

Principal Borrower means Constellation Aircraft Leasing Limited a company incorporated under the laws of the Cayman Islands and having its registered office at Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman Islands;

Principal Borrower Floating Charge means the floating charge dated on or about the Signing Date and granted by the Principal Borrower in relation to its property, assets, undertaking and income in favour of the Security Trustee;

Principal Borrower Share Charge means, in relation to the Principal Borrower, the charge over shares dated on or about the Signing Date and made between the Trustee (in the case of the Principal Borrower) and the Security Trustee in respect of the entire issued share capital of the Principal Borrower;

Principal Declaration of Trust means the declaration of trust entered into by the Trustee on or about the Signing Date in respect of the entire issued share capital of the Principal Borrower;

Principal Lessee Share Charge means, in the case of each Principal Lessee, the share pledge to be entered into between AerVenture and the Principal Borrower in respect of the entire issued share capital of the relevant Principal Lessee on or prior to the relevant Principal Lessee acceding to this Agreement;

Principal Lessees means, as the context may require, the First Lessee and each of the wholly owned Subsidiaries of AerVenture which is incorporated under the laws of Ireland which accedes to this Agreement through the execution of an Accession Deed and Principal Lessee means any of them;

Principal Obligations means, in relation to this Agreement or any Loan Agreement and a particular Obligor, all monetary obligations (other than the Parallel Debt in relation to this Agreement or, as the case may be, that Loan Agreement) which now or at any time hereafter may be or become due, owing or incurred by that Obligor to any ECA Finance Party, whether due or not, whether contingent or not and whether alone or jointly with others, as principal, guarantor, surety or otherwise, under or in connection with the Transaction Documents, as such obligations may be extended, restated, prolonged, amended, renewed or novated from time to time;

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Proceeds means, in relation to an Aircraft or any Loan for that Aircraft:

(a) any and all amounts received or recovered under the Loan Agreements for that Aircraft (other than (i) prior to the occurrence of a Lease Termination Event which is continuing, scheduled payments of principal and interest, (ii) prior to the occurrence of a Lease Termination Event which is continuing, any indemnity payments, or (iii) any amounts received by application of clause 13);

(b) any Final Disposition Proceeds for that Aircraft;

(d) any Total Loss Proceeds for that Aircraft;

(e) any Requisition Proceeds for that Aircraft;

(f) any and all amounts received or recovered from AerCap Holdings or AerVenture upon enforcement of the Guarantee if and to the extent that it relates to an amount referred to in (a) above;

(g) any and all other amounts received by any Agent, the Security Trustee or any Lender from any of the Obligors (whether directly or through a Borrower) pursuant to the Transaction Documents for that Aircraft;

Proceeds Account means, in respect of an Aircraft, the account of the Security Trustee with Calyon designated as such by the Security Trustee pursuant to clause 12.1 or such other account as the Security Trustee may designate as such from time to time by notice to the other parties hereto;

Prohibited Country means, in respect of any Aircraft, any state, country or jurisdiction which is subject from time to time to sanctions pursuant to any United Nations Sanctions Order, European Union imposed sanction, US Export Controls, the United Kingdom Export of Goods (Control) Order 1992, the Dual-Use and Related Goods (Export Control) (Amendment) Regulations 1997 pursuant to the European Communities Act 1972 or any statutory modification or re-enactment thereof or successor or similar or corresponding legislation then in effect in the United Kingdom, the French Republic or Germany, the effect of which, unless any applicable consents or licences have been obtained in relation to such Aircraft, prohibits any of AerVenture or the relevant Lessee from exporting to and/or consigning for use of that Aircraft in that country;

Proposed Effective Date has the meaning specified in clause 7.2.1;

Purchase Date means, in respect of any Aircraft, the date on which that Aircraft is delivered by the Manufacturer;

Purchase Documents means, in respect of any Aircraft:

(a) where the Aircraft is to be purchased by the relevant Borrower on the Purchase Date from the Manufacturer pursuant to a Airbus Purchase Agreement Assignment and the Airbus Purchase Agreement, that Airbus Purchase Agreement Assignment, the Airbus Bill of Sale for the Aircraft and the BFE Bill of Sale for the Aircraft;

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(b) otherwise, the Bill of Sale for the Aircraft, the BFE Bill of Sale for the Aircraft, the Sale Agreement for the Aircraft, the Sale Acceptance Certificate for the Aircraft and the Airbus Bill of Sale for the Aircraft;

Qualifying ECA Premium means in relation to COFACE and any ECA Loan, one hundred per cent. (100%) of the ECA Premium payable to COFACE for that ECA Loan;

Qualifying Expenses means Expenses of the nature referred to in paragraphs (a), (b), (c) and (d) of the definition thereof (but excluding Expenses referable to the cost of management time) which are incurred:

(a) in the case of clause 13.4, in connection with the collection of the relevant Total Loss Proceeds;

(b) in the case of clause 13.6, in connection with the collection of the relevant ECA Prepayment Proceeds;

(c) in the case of clause 13.7, in connection with the relevant Lease Termination Event and/or the collection of the relevant Proceeds; and

(d) in the case of clause 13.8, in connection with the collection of the relevant Guarantee Proceeds;

Quiet Enjoyment Undertaking means, in respect of a Sub-Lease, a quiet enjoyment undertaking from the Security Trustee and the relevant Borrower to the relevant Sub-Lessee in the form set out in Schedule 9 or in such other form as the Security Trustee may agree from time to time, acting reasonably;

Quotation Date means, in relation to any period for which an interest rate is to be determined, the second Banking Day before the first day of such period;

Receiver means any receiver or receiver and manager appointed after the occurrence of a Termination Event by either Agent, the Security Trustee or the Majority Lenders pursuant to any Security Document;

Reference Banks means Calyon, Barclays Bank PLC and the principal London office of BNP Paribas;

Reference Dates means the twenty fifth (25th) day of each calendar month of each year, and Reference Date means any of them, provided that if any such date is not a Banking Day, the relevant Reference Date shall instead be the next succeeding Banking Day, unless that next succeeding Banking Day falls in the next calendar month, in which case, it shall be the immediately preceding Banking Day;

Reinsurances has the meaning ascribed thereto in paragraph 10(a)(ii) of Schedule 7;

Relevant Event means any event which, with any one or more of the lapse of time, the giving of notice, or the making of a determination, would become a Termination Event;

Relevant Parties means the Borrower and the ECA Finance Parties;

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Relevant Rate means, in relation to any ECA Loan, the ten (10) or twelve (12) year (determined by reference to the Final ECA Repayment Date for that ECA Loan) Dollar rate as shown in the Financial Times five (5) Banking Days prior to the proposed ECA Drawdown Date for that ECA Loan;

Replacement Aircraft means any Aircraft approved by the Security Trustee as a Replacement Aircraft and substituted for an Aircraft pursuant to clause 10.7;

Replacement Part means, in respect of an Aircraft or Engine, any part installed on, incorporated in or attached to that Aircraft or Engine as a replacement part pursuant to the Operational Undertakings or the provisions of any relevant Sub-Lease and where title to that part has vested in the relevant Borrower in accordance with the Operational Undertakings or the provisions of any relevant Sub-Lease;

Representatives means the ECA Representatives and Representative means any of them;

Required Insurance Value means, in respect of an Aircraft and at any time of determination, one hundred and fifteen per cent. (115%) of the principal amount outstanding at that time in respect of the Loans for that Aircraft,

Requisition Proceeds means, in respect of an Aircraft, any monies and/or other compensation received by any Obligor or any Secured Party from any Government Entity (whether de jure or de facto) in relation to that Aircraft in the event of that Aircraft’s confiscation, restraint, detention, forfeiture, compulsory acquisition, seizure, requisition for title or requisition for hire by or under the order of any such Government Entity;

Sale Acceptance Certificate, in respect of an Aircraft, has the meaning ascribed to the term Acceptance Certificate in the Sale Agreement (if any) in relation to that Aircraft;

Sale Agreement means, in respect of an Aircraft, the aircraft sale and purchase agreement (if any) in respect of that Aircraft entered or to be entered into between the Seller in relation to that Aircraft and the relevant Borrower as buyer;

Scheduled Delivery Date means, in respect of an Aircraft, the date nominated in the relevant ECA Utilisation Notice for the delivery of that Aircraft from the Seller to the relevant Borrower;

Scheduled Delivery Month means, in respect of any Aircraft and subject to clause 2.2.2, the month specified opposite such Aircraft in Part 1 of Schedule 3;

Screen Rate means the British Bankers Association Interest Settlement Rate for the relevant currency and period displayed on the appropriate page of the Reuters screen selected by the ECA Agent. If the relevant page is replaced or the service ceases to be available, the ECA Agent may obtain the rate for the relevant currency and period displayed on the applicable Bloomberg screen BBAM4 (Ask Rate);

Secured Loan Obligations means the Secured Obligations excluding the Subordinated Secured Obligations;

Secured Obligations means any and all monies, liabilities and obligations (whether actual or contingent, whether now existing or hereafter arising, whether or not for the payment of money, and including any obligation or liability to pay damages and including any interest

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which, but for the application of any Bankruptcy Law, would have accrued on the amounts in question) which are now or which may at any time and from time to time hereafter be due, owing, payable or incurred or expressed to be due, owing, payable or incurred from or by any Obligor to any Secured Party or any Borrower under or in connection with any of the Transaction Documents (notwithstanding, in the case of each Borrower, that recourse against the Borrowers is limited pursuant to and in accordance with clause 23), and references to Secured Obligations includes references to any part thereof;

Secured Parties means together the ECA Finance Parties and the Lessees, and Secured Party means any of them;

Security Assignment means, in respect of any Borrower, the security assignment entered or to be entered into between that Borrower, as assignor, and the Security Trustee, as assignee, which shall be in substantially the form of the Security Assignments entered or to be entered into by the Principal Borrower on or about the Signing Date in the agreed form or otherwise in form and substance reasonably satisfactory to the Security Trustee;

Security Documents means, in respect of an Aircraft, together:

(a) each Security Assignment, the Borrower Floating Charge, the Borrower Share Charge, the Administration Agreement, the Declaration of Trust (if any) and the Comfort Letter, in each case, entered into by or in respect of the Borrower which is the owner of that Aircraft and to the extent that it relates to that Aircraft;

(b) each Security Assignment, the Borrower Floating Charge, the Borrower Share Charge, the Administration Agreement, the Declaration of Trust (if any) and the Comfort Letter, in each case, entered into by or in respect of the Principal Borrower;

(c) each Lessee Assignment (including for the avoidance of doubt any Intermediate Lessee Assignment) and each Lessee Share Charge, in each case, entered into by or in respect of a Lessee which is party to a Lease for that Aircraft and to the extent that it relates to that Aircraft;

(d) where a Lessee which is party to a Lease for that Aircraft has its State of Incorporation in The Netherlands, the Dutch Documents for that Lessee, to the extent that they relate to that Aircraft;

(e) the Mortgage for that Aircraft (if any) and the English Law Mortgage for that Aircraft and the related English Law Mortgage Letter;

(f) the Airframe Warranties Agreement for that Aircraft and the Engine Warranties Agreement for that Aircraft;

(g) the Purchase Documents for that Aircraft;

(h) any assignment of reinsurances for that Aircraft referred to in paragraph 10(m) of Schedule 7;

(i) the AerVenture Guarantee, to the extent that it relates to that Aircraft;

(j) the AerCap Holdings Guarantee, to the extent that it relates to that Aircraft;

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(k) the Sub-Lease Account Charge and any Dutch law supplemental deed of pledge or deed of repledge which may, from time to time, be entered into in connection with the security interest which is created pursuant to the Sub-Lease Account Charge;

(l) where that Aircraft is subject to a Sub-Lease, the Assignment of Insurances for that Aircraft, the Deregistration Power of Attorney for that Aircraft (if any) and the Sub-Lease Account Charge for that Aircraft;

(m) where that Aircraft is subject to a Sub-Sub-Lease, the Subordination Acknowledgement for that Aircraft;

(n) any other instrument, document or memorandum annexed to any of the documents referred to above or delivered pursuant thereto, to the extent that it relates to that Aircraft;

(o) any notice or acknowledgement required pursuant to the terms of any of the documents referred to above, to the extent that it relates to that Aircraft;

(p) any document, instrument or memorandum which (i) is executed and delivered in connection with a restructuring of all or any part of any of the documents referred to in this definition (including this part (p)) and is requested or consented to by AerVenture, (ii) AerVenture agrees constitutes a Security Document, or (iii) is entered into in substitution for or which amends, supplements, varies or novates all or any part of any of the documents referred to in this definition (including this part (p)) and is requested or consented to by AerVenture,

and means, generally, all of the foregoing in relation to all of the Aircraft, and Security Document shall be construed accordingly;

Security Period means the period commencing on the Signing Date and ending on the date upon which the Secured Obligations shall have been satisfied in full;

Security Trustee means Calyon, a société anonyme established under the laws of France with a capital social of 6,055,504,839 Euros, whose registered office is at 9 Quai du President Paul Doumer, 92920 Paris La Defense Cedex, France in its capacity as security trustee for the ECA Lenders, together with its successors, permitted assignees and permitted transferees;

Seller means, in respect of an Aircraft, the Manufacturer or AerVenture (as applicable), being the person who sells that Aircraft to the relevant Borrower;

Servicers means each of the Original Servicers and each other directly or indirectly owned subsidiary of AerCap Holdings, the shares in which are one hundred per cent (100%) owned directly or indirectly by AerCap Holdings, which replaces an Original Servicer pursuant to a Servicing Agreement for the purposes of providing the relevant services specified therein and Servicer means any of them.

Servicing Agreement means the Original Servicing Agreement or any other servicing agreement which is from time to time entered into between, among others, a Servicer or Servicers and AerVenture with respect to the provision of services of the same type as those which are the subject of the Original Servicing Agreement;

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Share Charges means together each of the Borrower Share Charges and each of the Lessee Share Charges, and Share Charge means any of them;

Share Pledge means the document so entitled entered into between AerVenture, the Principal Borrower and each Principal Lessee in respect of the shares in each Principal Lessee;

Shareholder Funds means, at any time, the sum of AerCap Holdings’ share capital plus retained earnings (or, as applicable, accumulated deficit) minus AerCap Holdings’ OCL or, as applicable, plus AerCap Holdings’ OCI;

Signing Date means ;

Standard means, in relation to any particular issue or matter, the standard which a reputable international aircraft operating lessor would apply in the applicable circumstances having regard, where relevant, to:

(a) the credit standing of the relevant or proposed Sub-Lessee or Sub-Sub-Lessee;

(b) the economic terms of the relevant or proposed Sub-Lease or Sub-Sub-Lease;

(c) the negotiating position of the relevant or proposed Sub-Lessee or Sub-Sub-Lessee and the AerCap Group and taking into account prevailing market conditions; and

(d) the rights and interests of COFACE and the Lenders in and to the Aircraft and under the Transaction Documents;

State of Incorporation means, in respect of any person, the state or country in which that person is incorporated and under whose laws it is existing and, if different, the state or country in which it has its principal place of business;

State of Registration means, in respect of any Aircraft, the state or country in which the Aircraft is registered from time to time pursuant to paragraph 1 of Schedule 7;

Sub-Lease means each sub-lease of an Aircraft entered into by a Lessee in accordance with clause 6.2;

Sub-Lease Account means, in respect of an Aircraft or a Sub-Lease, the Dollar account so designated held by the Lessee which is the lessor under that Sub-Lease with the Sub-Lease Account Bank for that Aircraft, and includes any redesignation and sub-accounts thereof;

Sub-Lease Account Bank means, Rabobank or in respect of an Aircraft and a Sub-Lease, such other bank or financial institution as may be nominated by AerVenture and approved by the Security Trustee (acting on the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders) and includes its successors in title;

Sub-Lease Account Charge means, in respect of an Aircraft or a Sub-Lease, the charge, pledge or other Lien over the Sub-Lease Account for that Aircraft in form and substance reasonably satisfactory to the Security Trustee granted by the Lessee which is the lessor under that Sub-Lease in favour of:

(a) where that Lessee is the lessee under an Intermediate Lease for that Aircraft, the other Lessee which is the lessor under that Intermediate Lease; or

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(b) otherwise, the Borrower which is the lessor under the Lease for that Aircraft,

together with an acknowledgment of the Sub-Lease Account Bank thereto which shall confirm (without limitation) that, upon notification from the Security Trustee that a Trigger Event has occurred and is continuing, only the Security Trustee shall be entitled to withdraw or transfer monies from that Sub-Lease Account (or direct the same) and that it waives all rights of set off in relation to monies from time to time standing to the credit of that Sub-Lease Account;

Sub-Lease Credit Document means, in relation to any Sub-Lease, each letter of credit, guarantee or other similar credit enhancement document provided by any person to support or guarantee any of the obligations of the relevant Sub-Lessee under that Sub-Lease;

Sub-Lease Requirements means the requirements set out in Schedule 8;

Sub-Lessee has the meaning ascribed thereto in paragraph 1 of Schedule 8;

Sub-Lessee Notice and Acknowledgement means a notice in the form and terms of Schedule 1 to a Security Assignment together with an acknowledgement (if any) in the form and terms of Schedule 2 to that Security Assignment;

Sub-Lessee Security means, in respect of an Aircraft (i) any security deposit which has been paid or which is payable in cash by the relevant Sub-Lessee pursuant to any Sub-Lease for that Aircraft, and/or (ii) any letter of credit which any Lessee has procured the issue of in lieu of that security deposit, in each case, in accordance with the terms of that Sub-Lease;

Subordinated Debt means, in relation to AerVenture at any time, AerVenture’s indebtedness under all subordinated loan agreements entered into by AerVenture, as shown in the accounts most recently provided to the Security Trustee pursuant to clause 5.2.3;

Subordinated Secured Obligations means the Secured Obligations to the extent owed to a Lessee;

Subordination Acknowledgement means each acknowledgement issued or to be issued by a Sub-Sub-Lessee to a Lessee as contemplated and required pursuant to paragraph 3.1.2 of Schedule 8;

Subsidiary means, in relation to any person, any other person:

(a) which is controlled, directly or indirectly, by the first mentioned person (and, for this purpose, a person shall be treated as being controlled by another if that other person is able to direct its affairs and/or control the composition of its board of directors or equivalent body);

(b) more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first mentioned person;

(d) where the beneficial interest of such other person, if it is a trust, association or other unincorporated organisation, is more than fifty per cent (50%) owned, directly or indirectly, by the first mentioned person;

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Sub-Sub-Lease means a sub-sub-lease of the Aircraft entered into by a Sub-Lessee in accordance with clause 6.2;

Sub-Sub-Lessee has the meaning ascribed thereto in paragraph 1 of Schedule 8;

Sub-Sub-Lessee Notice means a notice in the form and terms of Schedule 8 to a Security Assignment;

Support Agreement means the guarantees, or other support of the Borrower’s obligations under the ECA Loan, issued or to be issued by COFACE, including the Accord de Garantie to be entered into between COFACE and the ECA Lenders;

Taxes and taxes means all present and future taxes, levies, imposts, duties (including, without limitation, customs duties), withholdings, assessments, fees or charges of any nature whatsoever, and wheresoever and by whomsoever imposed, together with any penalties, additions to tax, fines or interest with respect to any of the foregoing, and Tax, tax, Taxation and taxation shall be construed accordingly;

Technical Records means, in respect of an Aircraft, all technical data, manuals, computer records, logbooks and other records required to be maintained pursuant to any law or regulation or any requirement for the time being of the applicable Aviation Authority and relating to that Aircraft or any of its Engines or any of its Parts;

Termination Amount means any ECA Termination Amount;

Termination Event means, in respect of an Aircraft, any Lease Termination Event in respect of that Aircraft and any Borrower Termination Event in respect of that Aircraft, and means generally any of the foregoing in relation to any of the Aircraft;

Testing Date means:

(a) the last day of each semi-annual accounting period of AerCap Holdings;

(b) if clause 5.2.3(d) applies or in order to enable AerCap Holdings to establish that a Trigger Event is no longer continuing, the last day of each relevant calendar month; and

Total Assets means, in relation to AerCap Holdings at any time, the total of AerCap Holdings’ assets, as shown in the accounts most recently provided to the Security Trustee pursuant to clause 5.2.3;

Total Loss with respect to any Aircraft, any Airframe or any Engine means:

(a) its actual, constructive, compromised, arranged or agreed total loss (including any damage thereto or requisition for use or hire which results in an insurance settlement on the basis of a total loss); or

(b) its destruction, damage beyond repair or being rendered permanently unfit for normal use for any reason whatsoever; or

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(c) the requisition of title or other compulsory acquisition of that Aircraft, Airframe or Engine by any Government Entity (whether de jure or de facto), but excluding requisition for use or hire not involving requisition of title; or

(d) the hi-jacking, theft, disappearance, confiscation, detention, seizure, deprivation or requisition for use or hire of that Aircraft, Airframe or Engine which deprives any person permitted by this Agreement to have possession and/or use of the Aircraft, the Airframe or any Engine of its possession and/or use for more than one hundred and twenty (120) consecutive days,

and a Total Loss of the Aircraft shall be deemed to have occurred if a Total Loss occurs with respect to the Airframe;

Total Loss Payment Date means, in respect of any Total Loss, the earlier of (a) one hundred and eighty (180) days after that Total Loss occurs or, in the case of a Total Loss resulting from any of the circumstances referred to in paragraph (d) of the definition of Total Loss, sixty (60) days after that Total Loss occurs, and (b) the date of receipt of the relevant Total Loss Proceeds;

Total Loss Proceeds means the proceeds of the hull Insurances in respect of an Aircraft or any compensation for a Compulsory Acquisition of an Aircraft, in each case, with respect to a Total Loss;

Transaction Documents means, in respect of an Aircraft, together:

(a) this Agreement, each Accession Deed, each Transfer Certificate and the Fees Letters, in each case, to the extent that it relates to that Aircraft;

(b) the Lease for that Aircraft, any Intermediate Lease for that Aircraft, any Lessee Novation entered into by a Lessee which is a party to that Lease and/or Intermediate Lease and any Borrower Novation entered into by a Borrower which is a party to that Lease;

(d) the ECA Utilisation Documentation and the ECA Drawdown Notice for the ECA Loan in respect of that Aircraft;

(e) any document, instrument or memorandum which (i) is executed and delivered in connection with a restructuring of all or any part of any of the documents referred to in this definition (including this part (e)) and is requested or consented to by AerVenture, (ii) AerVenture agrees constitutes a Transaction Document, or (iii) is entered into in substitution for or which amends, supplements, varies or novates all or any part of any of the documents referred to in this definition (including this part (e)) and is requested or consented to by AerVenture,

and means, generally, all of the foregoing in relation to all of the Aircraft, and Transaction Document shall be construed accordingly;

Transfer Certificate means a certificate in the form set out in Schedule 11 or in such other form as the ECA Agent (acting on the instructions of all of the ECA Lenders) and AerVenture

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may agree or, if COFACE is to become an ECA Lender, in such other form as shall be agreed by the ECA Agent and AerVenture;

Transferee shall have the meaning given thereto in clause 30.3.1;

Transferor shall have the meaning given thereto in clause 30.3.1;

Trigger Event means the occurrence of any of the following events and circumstances:

(a) the Net Worth of AerCap Holdings is, as at any Testing Date, less than seven hundred and sixty million Dollars ($760,000,000);

(b) the ratio of the Shareholder Funds of AerCap Holdings to the Total Assets of AerCap Holdings is, at any Testing Date, less than fourteen per cent. (14%);

Trust Documents means, in respect of an Aircraft, each Transaction Document for that Aircraft to which the Security Trustee is or becomes a party, other than this Agreements and the Loan Agreement for that Aircraft, and means generally all of the foregoing, and Trust Document means each or any of them (as the context may require);

Trustee means Walkers SPV Limited, in its capacity as trustee of the trusts created pursuant to the Principal Declaration of Trust;

Trust Property means (i) the Trust Documents and the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on the Security Trustee under or pursuant to the Trust Documents or the other Transaction Documents, and (ii) all Proceeds and any other moneys, property or other assets paid or transferred to or vested in the Security Trustee or received or recovered by the Security Trustee pursuant to, or in connection with, any of the Trust Documents or the other Transaction Documents;

Unpaid Amount has the meaning given to that term in clause 4.7.1 of the relevant ECA Loan Agreement and/or clause 8.3.1 of the relevant Lease, as applicable;

Unutilised ECA Facility means, at any time, the ECA Facility Amount, as that amount may have been reduced by the amount of each ECA Loan made before that time;

US GAAP means the accounting principles, practices and policies generally adopted and accepted in the United States of America; and

Value Added Tax means value added tax as provided for in the United Kingdom Value Added Tax Act 1994 and legislation (whether delegated or otherwise) supplemental thereto or in any primary or subordinate legislation promulgated by the European Union or any body or agency thereof and any Tax similar or equivalent to value added tax imposed by any country other than the United Kingdom and any similar or turnover tax replacing or introduced in addition to any of the same.

1 Headings

Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement.

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Schedule 3

The Aircraft

	(1)	(2)	(3)	(4)
	Scheduled Delivery Month	Manufacturer’s Serial Number	Aircraft Type	Maximum Aircraft Amount USD million*
Calyon	before end of 2009	tbd	A320 family aircraft	40.2
	before end of 2009	tbd	A320 family aircraft	40.2
	before end of 2009	tbd	A320 family aircraft	40.2
	March 2009	3835	A320-200	37.1
	December 2009	tbd	A320-200	37.4
			Total	195.1

ECA Lenders - identity	January 2010	tbd	A320-200	43.6
to be confirmed	February 2010	tbd	A319-100	40.8
	February 2010	tbd	A320-200	43.7
	March 2010	tbd	A320-200	43.9
	March 2010	tbd	A320-200	43.9
	April 2010	tbd	A320-200	43.8
	April 2010	tbd	A320-200	43.8
	May 2010	tbd	A320-200	43.9
	May 2010	tbd	A319-100	41.0
	May 2010	tbd	A320-200	43.9
	May 2010	tbd	A320-200	43.9
	July 2010	tbd	A320-200	41.3
	September 2010	tbd	A320-200	44.3
	April 2011	tbd	A319-100 or A320-200	44.4
	May 2011	tbd	A319-100 or A320-200	44.4
			Total	845.60

* final Aircraft Price to be agreed by Coface

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Schedule 4

ECA Utilisation Notice

To:	Calyon
	9 Quai du Président Paul Doumer
	92920 Paris La Défense Cedex
	France
	Facsimile No:	+33 (0)1 41 89 85 75
	Attention:	DFS / Middle Office Aviation Group
From:	AerVenture Limited (AerVenture)

Facility Agreement dated [ ] and made between, amongst others, you and AerVenture, as amended, supplemented or acceded to from time to time (the Agreement)

AerVenture hereby gives notice in accordance with clause 3.1.1 of the Agreement that it wishes to utilise an ECA Loan and that:

(a) the proposed ECA Drawdown Date for that ECA Loan is [ ];

(b) the proposed Final ECA Repayment Date for that ECA Loan is [ ];

(d) the details of the relevant Aircraft are: [type], [manufacturer’s serial number], [proposed registration mark], [Engine Manufacturer], [Engine type], [Engine manufacturer’s serial numbers];

(e) [the proposed Sub-Lessee of that Aircraft is [ ] and its principal place of business is [ ] [and the proposed Sub-Sub-Lessee of that Aircraft is [ ] and its principal place of business is [ ]];

(f) that Aircraft will initially be registered in [ ] and it is [not] proposed that there will be a Mortgage over that Aircraft;

(g) the anticipated Aircraft Purchase Price for that Aircraft is [ ];

(h) the identity of each Borrower and Lessee to be party to the Transaction Documents for that Aircraft are [name and jurisdiction and any other relevant information]; and

(i) [we attach hereto a Certified Copy of the [latest draft]/[executed version] of the proposed Sub-Lease for that Aircraft].

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Schedule 5 - - IDERA

Form of Irrevocable De-registration and Export Request Authorisation

[insert date]

To: [Insert name of Registry Authority]

Re: Irrevocable De-Registration and Export Request Authorisation

The undersigned is the registered [operator] [owner] of the Airbus [A319] [A320] [A321] aircraft bearing manufacturer’s serial number [·] and registration [·] (together with all installed, incorporated or attached accessories, parts and equipment the Aircraft).

This instrument is an irrevocable de-registration and export request authorisation issued by the undersigned in favour of [insert name of Security Trustee] (the Authorised Party) under the authority of Article 25 of the Consolidated Text of the Convention on International Interests in Mobile Equipment and the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests:

(a) recognition that the authorised party or the person it certifies as its designee is the sole person entitled to:

(i) procure the de-registration of the aircraft from the [insert name of aircraft register] maintained by the [insert name of registry authority] for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, USA on 7 December 1944; and

(ii) procure the export and physical transfer of the aircraft from [insert name of country]; and

(b) confirmation that the authorised party or the person it certifies as its designee may take the action specified in paragraph (a) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in [insert name of country] shall co-operate with the authorised party with a view to the speedy completion of such action.

The rights in favour of the authorised party established by this instrument may not be revoked by the undersigned without the written consent of the authorised party.

Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and by lodging this instrument in [insert name of registry authority].

[insert name of operator/owner]



Agreed to and lodged this		By: [insert name of signatory]

[insert date]		Its: [insert title of signatory]



[insert relevant notational details]

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Schedule 7

Operational Undertakings

1 Registration, title and nameplates

(a) The Lessee shall:

(i) ensure that Aircraft is registered with the Aviation Authority in a country which is not, at the time of that registration, a Prohibited Country;

(ii) ensure that the relevant Borrower’s ownership interest in the Aircraft is registered, recorded and noted in the register maintained by the Aviation Authority to the fullest extent possible in accordance with Applicable Laws of the State of Registration;

(iii) subject to paragraph 1(c) below, ensure that a Mortgage is executed and that that Mortgage is registered and/or the interest of the Security Trustee in the Aircraft is registered, in each case, in the register (if any) maintained by the Aviation Authority and, in each case, to the fullest extent possible in accordance with Applicable Laws of the State of Registration, and the Borrower agrees, as soon as reasonably practicable following a written request by the Lessee, to execute that Mortgage; and

(iv) ensure that the Aircraft is habitually based in a Habitual Base which is not, at the time of entering into the related Sub-Lease, a Prohibited Country; and

(v) ensure that Aircraft is not flown to or within a Prohibited Country.

(b) There shall be no change in the State of Registration of the Aircraft unless and until the Lessee provides an opinion of counsel acceptable to the Security Trustee (acting in accordance with the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders (acting reasonably)), in form and substance reasonably satisfactory to the Security Trustee, addressed to the Security Trustee, with respect to the laws of the new State of Registration, subject to customary qualifications and assumptions.

(c) If:

(i) the Taxes, fees, costs and expenses referred to in clauses 14.4 and 14.5 would, in relation to any individual Mortgage for an Aircraft and/or any registration contemplated by paragraph 1(h) below, exceed twenty thousand Dollars ($20,000); and

(ii) the Security Trustee has received (in a reasonably satisfactory form) a legal opinion from counsel acceptable to the Security Trustee (acting in accordance with the instructions of the ECA Agent which, in turn, is acting on the instructions of all of the ECA Lenders (acting reasonably)) in the State of Incorporation of the relevant Sub-Lessee and (if applicable) Sub-Sub-Lessee and, if different, the Habitual Base for that Aircraft demonstrating that the rights of the Security Trustee to terminate the

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relevant Sub-Lease and (if applicable) Sub-Sub-Lease and repossess that Aircraft pursuant to the Security Documents for that Aircraft give at least equivalent protection as the rights the Security Trustee would have enjoyed if (A) in the case of a Mortgage, a Mortgage had been executed and registered, and/or (as applicable) (B) in the case of any registration contemplated by paragraph 1(h) below, that registration had been effected (in each case, subject to customary exclusions and qualifications),

then, unless any of the ECA Finance Parties elect to pay the amount by which such Taxes, fees, costs and expenses exceed twenty thousand Dollars ($20,000), the Lessee shall not be required to procure the execution and/or registration of a Mortgage for that Aircraft and/or (as applicable) the relevant registration contemplated by paragraph 1(h) below.

(d) The Lessee shall not do or knowingly permit to be done anything that would jeopardise the rights of the relevant Borrower as owner of the Aircraft (or of the Security Trustee as mortgagee) or that would prejudice or cancel any registration required by this Agreement and shall cause to be taken all actions necessary or reasonably requested by the Security Trustee (acting in accordance with the instructions of the ECA Agent which, in turn, is acting in accordance with the instructions of all of the ECA Lenders) to prevent the rights of the relevant Borrower as owner of the Aircraft (or of the Security Trustee as mortgagee) from being jeopardised, and shall not do or permit to be done anything which, or omit to do anything the omission of which, would or would be likely to prejudice any material right that the relevant Borrower or the Security Trustee may have against the Manufacturer, the relevant Engine Manufacturer, any maintenance provider or any supplier or manufacturer of the Aircraft or any part thereof under the Purchase Documents, the documents constituting the Engine Warranties (as defined in the relevant Engine Warranties Agreement) or any other agreement in respect of the Aircraft or any part thereof. Subject always to clause 14.6, at the reasonable request of the Security Trustee (acting in accordance with the instructions of the ECA Agent which, in turn, is acting in accordance with the instructions of all of the ECA Lenders), the Lessee will do all acts and things (including making any filing, registration or recording with the Aviation Authority or any other Government Entity or as required to comply with any Applicable Law) and execute, notarise, file, register and record all documents as may be required by the Security Trustee (acting in accordance with the instructions of the ECA Agent which, in turn, is acting in accordance with the instructions of all of the ECA Lenders) and which it is possible for the Lessee to do under Applicable Laws of the State of Registration to establish, maintain, perfect, protect and preserve the rights and interests of the relevant Borrower or of the Security Trustee as mortgagee and in the Aircraft.

(e) The Lessee shall affix, maintain and shall not cover up (or permit to be covered up) a fireproof plate (having dimensions of not less than 10 cm. x 7 cm.) in a prominent position on the flight-deck or cockpit of the Aircraft and in a prominent position on each of its Engines stating:

“THIS AIRCRAFT IS OWNED BY [ ], IS LEASED TO [ ], IS SUBLEASED TO [INSERT NAME OF SUB-LESSEE] AND IS MORTGAGED TO CALYON”.

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(f) The Lessee shall not hold itself out to any third party as owner of the Aircraft or any part of it, and when any third party inquires as to the ownership of the Aircraft or any part thereof, it will make clear to that third party that title to the same is held by the relevant Borrower subject to the Mortgage for the Aircraft (if any) and the English Law Mortgage for the Aircraft. The Lessee shall not at any time represent or hold out any Indemnitee as carrying goods or passengers on the Aircraft or as being in any way connected or associated with any operation of carriage (whether for hire or reward, or gratuitously) that may be undertaken by the Lessee, any Sub-Lessee or any Sub-Sub-Lessee.

(g) The Lessee has no authority to pledge, and shall not pledge, the credit of any Indemnitee for any fees, costs or expenses connected with any maintenance, overhaul, repairs, replacements or modifications to the Aircraft or any part thereof or otherwise connected with the use or operation of the Aircraft or any part thereof.

(h) The Lessee will execute, deliver, notarise and legalise all documents and take all actions (including making any filing, recording or registration with the Aviation Authority or any other Government Entity or as required to comply with any Applicable Law and amending any Transaction Document) as may from time to time be required by the Security Trustee (acting in accordance with the instructions of the ECA Agent which, in turn, is acting in accordance with the instructions of all of the ECA Lenders (acting reasonably)) to establish, maintain, preserve, perfect and protect the rights and interests of the Relevant Parties in the Aircraft and the Transaction Documents including as requested by the Relevant Agent if in the State of Registration, the Habitual Base or the jurisdiction of incorporation of the Lessee or the Lessor there is, or is brought into force, any legislative or other provisions giving effect to the Geneva Convention or otherwise relating to recognition of rights in aircraft.

(i) If at any time any of the State of Registration or the jurisdiction of incorporation of the Lessee or the relevant Borrower, is, or becomes, a Contracting State to the Cape Town Convention and either:

(i) the Contracting State has made any declaration under the Cape Town Convention which may, in any way, affect the determination of priority (including the protection of any existing priority) of any rights (including pre-existing rights), title and interests of the Relevant Parties hereunder or under any of the Transaction Documents which constitute or create an International Interest or National Interest in accordance with the provisions of the Cape Town Convention; or

(ii) any amendment and/or repeal of any part of the Cape Town Convention is adopted by any such jurisdiction(s) which, in the opinion of the ECA Finance Parties, necessitates the registration of any or all of the Transaction Documents which constitute or create an International Interest or National Interest in accordance with the provisions of the Cape Town Convention,

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the Lessee shall, upon the request of the Security Trustee (acting in accordance with the instructions of the ECA Agent which, in turn, is acting in accordance with the instructions of all of the ECA Lenders) cause:

(A) all of the Transaction Documents which constitute or create an International Interest or a National Interest to be duly registered in accordance with the provisions of the Cape Town Convention; and

(B) all other filings and recordings and all such other action including the entry into of new documentation necessary to constitute the leasing of the Aircraft under this Agreement or any Security as International Interests or National Interests under the Cape Town Convention which, in the case of Security, may be in addition to or in substitution for the Security contemplated as at the date of this Agreement,

to protect and perfect the respective rights, title and interests of the Relevant Parties hereunder and thereunder.

(j) Where the Cape Town Convention permits any of the Parties to consent or to agree to a provision of the Cape Town Convention applying or not applying, the Lessee agrees that the terms of any such new documentation will provide for the Lessee’s consent or agreement as required by the Security Trustee (acting in accordance with the instructions of the ECA Agent which, in turn, is acting in accordance with the instructions of all of the ECA Lenders). The Lessee consents to the registration of any Prospective International Interests, International Interests and National Interests from time to time arising under this Agreement, the Transaction Documents at the International Registry and shall co-operate with the ECA Finance Parties and procure that any relevant third party which is not an ECA Finance Party (including any sublessee) takes all actions necessary on its part to ensure that:

(i) all International Interests, Prospective International Interests and National Interests which the Security Trustee (acting in accordance with the instructions of the ECA Agent which, in turn, is acting in accordance with the instructions of all of the ECA Lenders) requires to be registered are promptly registered at the International Registry with the priority required by the Security Trustee; and

(ii) all International Interests, Prospective International Interests, National Interests and Non-Consensual Rights or Interests which the Lessor requires to be removed or discharged are promptly removed or discharged.

The Lessee shall be responsible for all costs and expenses incurred by COFACE and the Administrative Parties in connection with any registrations, recordings or filings contemplated in this paragraph (j);

(k) Subject to sub-paragraph (m) below, the Lessee undertakes promptly on delivery of each Aircraft from the Manufacturer, or, as the case may be, upon any registration being effected pursuant to sub-paragraph (j) above to submit an

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IDERA for recordation by the Aviation Authority. Following recordation by the Aviation Authority, the Lessee shall return the IDERA to the Security Trustee.

(l) The Lessee undertakes not to execute or submit an IDERA for recordation in favour of any creditor other than the relevant Borrower or the Security Trustee without the Security Trustee’s prior written consent (acting in accordance with the instructions of the ECA Agent which, in turn, is acting in accordance with the instructions of all of the ECA Lenders).

(m) The Lessee shall not be obliged to submit an IDERA for recordation by the Aviation Authority where the ECA Finance Parties have received confirmation from legal counsel reasonably acceptable to the ECA Finance Parties in the relevant jurisdiction that it is not customary for aircraft owners, operators or any other party to submit an IDERA for recordation by the Aviation Authority in the relevant jurisdiction.

2 Liens

The Lessee shall not create or permit to arise or subsist any Lien (other than Permitted Liens) over or with respect to the Aircraft or any part thereof and shall as soon as reasonably practicable, at its own expense, discharge or procure the discharge of any such Lien if the same shall exist at any time. The Lessee shall not attempt or hold itself out as having any power to sell, charge, lease or otherwise dispose of or encumber the Aircraft or any of its Engines or Parts other than as permitted under this Agreement or any other Transaction Document.

3 Information and records

(a) The Lessee shall keep, or procure that there are kept, the Technical Records and shall keep as part thereof accurate, complete and current records of all flights made by the Aircraft, each of its Engines and each of its Parts, and of all maintenance and repairs carried out on the Aircraft, each of its Engines and each of its Parts, in accordance with the Standard. During any Off-Lease Period, the Technical Records shall be kept and maintained in English. In addition, if, upon the expiry or other termination of any Sub-Lease, the Technical Records are then not wholly in English, the Lessee shall procure that they are as soon as reasonably practicable translated into English. Except as required by Applicable Law, the Technical Records shall be the property of the relevant Borrower and shall be subject to the Mortgage (if any) for the Aircraft and the English Law Mortgage for the Aircraft.

(b) The Lessee shall as soon as reasonably practicable on becoming aware of the same notify the Security Trustee of:

(i) any Total Loss with respect to the Aircraft, its Airframe or any of its Engines;

(ii) any loss, theft, damage or destruction of or to the Aircraft or any part thereof if the potential cost of repairs or replacement could reasonably be expected to exceed the Damage Notification Threshold or its equivalent in any other currency; and

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(iii) any loss, arrest, hijacking, confiscation, seizure, requisition, impound, taking in execution, detention or forfeiture of the Aircraft.

4 Lawful and safe operation

The Lessee will:

(a) ensure that each Sub-Lease contains provisions in relation to the lawful and safe operation of the Aircraft that are consistent with the Standard; and

(b) not permit the Aircraft to be operated or used at any time for any illegal purpose or in an illegal manner, or operated or located in an area excluded from coverage by the Insurances.

5 Inspections

(a) During the course of formulating a Sub-Lease, the Lessee, based on its knowledge and experience, will define intervals at which it will inspect the Aircraft. At the commencement of any Sub-Lease, the Lessee shall inform the Security Trustee of such inspection interval. In the event that there is any change in the inspection intervals during the term of such Sub-Lease, the Lessee shall as soon as reasonably practicable inform the Security Trustee of such change. Upon completion of such inspections, the Lessee shall provide a copy of the inspection report to the Security Trustee, together with any conclusions that might (i) impact on or indicate a change to the Lessee’s ability to repossess the Aircraft; or (ii) result in non-compliance with the terms of the Sub-Lease; or (iii) in the Lessee’s sole opinion have a substantive effect on the market value or marketability of the Aircraft.

(b) Where the inspection report indicates any of the above, the Lessee shall inform the Security Trustee of what action the Lessee is taking to rectify the situation and shall continue to inform the Security Trustee of any actions until the Lessee, in its sole opinion, is satisfied that such conclusions are no longer relevant.

(c) If the Security Trustee (acting in accordance with the instructions of the ECA Agent which, in turn, is acting in accordance with the instructions of all of the ECA Lenders (acting reasonably)) wishes to inspect the Aircraft (i) at any time when a Trigger Event has occurred and is continuing, outside the intervals referred to in paragraph (a) above, and/or (ii) because it is not satisfied with any information provided to it pursuant to paragraph (a) and/or paragraph (b) above, the Lessee shall procure that the Security Trustee or its duly authorised agent is provided with access to the Aircraft for such purpose.

(d) The Lessee shall ensure that it is entitled under the terms of the relevant Sub-Lease, on receiving notice from the Security Trustee, to require that the relevant Sub-Lessee permits the Security Trustee or its duly authorised agent to inspect the relevant Aircraft, its Technical Records and/or its Engines whenever the Security Trustee is entitled to do so pursuant to paragraph (c) above but subject to reasonable notice and no interruption of the operation of the Aircraft. To the extent practicable, any such inspection shall be co-ordinated so as to take place at the same time as the Lessee is conducting its inspection. The Security Trustee

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shall have no duty to make any such inspection and shall not incur any liability or obligation by reason of not making any such inspection.

(e) All inspections undertaken by the Security Trustee or its duly authorised agent as contemplated by this paragraph 5 shall be at the cost of the Borrowers.

6 Prevention of arrest

The Lessee will not do, and will use all reasonable endeavours to prevent, any act which could reasonably be expected to result in the Aircraft or any of its Engines being arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory Lien or other claim or otherwise taken from the possession of the Lessee, any Sub-Lessee or any Sub-Sub-Lessee and, if any such arrest, confiscation, seizure, taking, impounding, forfeiture or detention occurs, the Lessee will give the Security Trustee written notice thereof as soon as reasonably practicable, and will make all reasonable efforts to procure the prompt release of the Aircraft and each of its Engines.

7 Maintenance and repair - general

The Lessee shall procure that the Aircraft is not operated in any manner whatsoever other than by (a) a Sub-Lessee or Sub-Sub-Lessee in possession of a valid, current and up to date Air Operator’s Certificate for aircraft of the same type as the Aircraft, or (b) during any Off-Lease Period, duly qualified pilots and crew employed by the Lessee and possessing all certificates and licenses required by Applicable Law. The Lessee shall perform or cause to be performed all service, inspection, maintenance, modification, storage, repair and overhaul in accordance with the Maintenance Programme and in a maintenance facility approved by AerVenture in accordance with the Standard.

8 Parts; Engines; modifications and related matters

The Lessee shall be entitled to, and may permit any Sub-Lessee or Sub-Sub-Lessee to:

(a) substitute and/or replace Parts, on a temporary or permanent basis;

(b) pool Parts;

(c) make modifications to the Aircraft; and

(d) remove, interchange, pool, install, substitute and/or replace any Engine, on a temporary or permanent basis,

provided, in each case, that:

(i) such action is consistent with the Standard; and

(ii) title to any Engine or Part is retained by the Borrower and subject to the Mortgage (if any) and the English Law Mortgage, unless the Borrower has obtained title to a replacement Engine or Part having the same or higher standard in terms of serviceability, airworthiness and fitness for use as the Engines or Part that it replaced. Upon such a transfer, such replaced

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Engine or Part shall, without further act, become subject to the Mortgage (if any) and the English Law Mortgage, and title to the replaced Engine or Part shall vest in the Lessee free from Borrower’s Liens, Finance Party Liens and the Liens constituted by the Security Documents.

9 Title

From the time when the relevant Borrower acquires title to the Aircraft from the Seller pursuant to the Purchase Documents, title to the Aircraft shall remain vested in the relevant Borrower subject to the Mortgage and Permitted Liens and any assignment, charge, transfer of title, sale or disposal the relevant Borrower may make in accordance with this Agreement. Save as aforesaid, the relevant Borrower gives no condition, warranty or representation in respect of title to or its interest in the Aircraft, and all such conditions, warranties or representations, expressed or implied, statutory or otherwise, are hereby expressly excluded.

10 Insurances - obligation to insure

(a) General

The Lessee shall effect and maintain or cause to be effected and maintained in full force and effect insurances on and with respect to the Aircraft that comply with the provisions of this Agreement. The Lessee further agrees that such insurances shall reflect prudent industry practice in the international aviation insurance market for air carriers comparable to the relevant operator operating the same type of aircraft as the Aircraft on similar routes and shall be effected and maintained with insurers and reinsurers and/or through brokers, in each case, of recognised standing in the London, Paris or New York market or otherwise reasonably satisfactory in all respects to the Security Trustee.

The insurances will be effected either:

(i) on a direct basis with insurers of recognised standing who normally participate in aviation insurances in the leading international insurance markets and led by internationally recognised and reputable underwriter(s); or

(ii) with a single internationally recognised and reputable insurer or group of internationally recognised and reputable insurers who does not retain the risk but effects substantial reinsurance with reinsurers in the leading international insurance markets and through brokers each of internationally recognised standing in the international aviation insurance markets for a percentage which is consistent with prudent market practice but shall not be less than ninety per cent. (90%), except in respect of an Aircraft on lease to a Sub-Lessee or Sub-Sub-Lessee incorporated in the People’s Republic of China in which case reinsurance shall be for a percentage not less than sixty six per cent. (66%) (the Reinsurances).

(b) Hull insurance with respect to the Aircraft

The Lessee shall obtain and maintain, or cause to be obtained and maintained, with respect to the Aircraft the following insurance coverage:

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(i) “Hull All-Risks” of loss or damage while flying and on the ground with respect to the Aircraft on an “agreed value” basis for an amount not less than the Required Insurance Value;

(ii) “All-Risks” (including “War and Allied Risk” except when on the ground or in transit other than by air) property insurance on all Engines and Parts when not installed on the Aircraft on an “agreed value” basis for their full replacement value and including engine test and running risks; and

(iii) “Hull War and Allied Perils” as per and as wide as LSW555D including if generally available at a commercially reasonable rate and otherwise permitted confiscation and requisition by the State of Registration on an “agreed value” basis for an amount not less than the Required Insurance Value,

with a hull deductible of not more than seven hundred and fifty thousand Dollars ($750,000) or such higher deductible as shall be industry standard applied by ‘all risks’ underwriters from time to time. All such insurance coverage shall be in Dollars.

(c) Terms specific to hull insurance

The Insurances required under paragraph 10(b) above shall be provided on an “agreed value” basis and the policies shall, to the extent not in conflict with AVN 67B or any replacement or equivalent thereof:

(i) include the relevant Borrower, the relevant Lessee(s) and the Security Trustee acting on behalf of the ECA Finance Parties as additional insureds for their respective rights and interests (the Hull Additional Insureds) with the Security Trustee named as Sole Loss Payee;

(ii) include a loss payable section that provides that all insurance proceeds in respect of a Total Loss shall be settled in Dollars and paid to the Security Trustee as Sole Loss Payee or its designee;

(iii) be subject to such exclusions and deductibles as are consistent with prudent market practice;

(iv) not contain any right on the part of the insurers to replace the Aircraft,

and the certificate of insurance will show all aggregate or overall limits applicable to war risks and spares insurance.

In the event that separate insurances are arranged to cover the “Hull All-Risks” insurance and the “Hull War-Risks” and related insurances, the underwriters subscribing to that insurance agree that, in the event of any dispute as to whether a claim is covered by the “Hull All-Risks” or “Hull War-Risks” policies, that claim be settled on a 50/50 claim funding basis in accordance with AVS103 (or similar).

(d) Liability insurance with respect to the Aircraft

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(i) The Lessee shall obtain and maintain or cause to be obtained and maintained a policy or policies of comprehensive insurance covering third party legal liability, bodily injury and property damage, passenger legal liability, baggage, cargo and mail for a combined single limit of not less than $600,000,000, for any one accident, that policy or policies to cover war risks and allied perils in accordance with extended coverage endorsement AVN.52(E) with an extended aggregate coverage limit of not less than $600,000,000 any one occurrence and in the annual aggregate.

(ii) The policies evidencing the Insurance required under paragraph 10(d)(i) above shall, to the extent not in conflict with AVN 67B or any replacement or equivalent thereof:

(A) include each of the Indemnitees and its employees, shareholders, directors, officers and agents as additional insureds (the Liability Additional Insureds) for their respective rights and interests;

(B) provide that all the provisions thereof, except the limits of liability, shall operate to give each of the Liability Additional Insureds the same protection as if there were a separate policy issued to, and covering, each of the Liability Additional Insureds; and

(C) be primary and without right of contribution from other insurance that may be available to any of the other Liability Additional Insureds.

(e) Provisions relating to all Insurances

The policies evidencing any of the Insurances required under this Agreement shall, to the extent not in conflict with AVN 67B or any replacement or equivalent thereof:

(i) provide that the Insurances shall not be invalidated, so far as concerns any of the Hull Additional Insureds and the Liability Additional Insureds (collectively the Additional Insureds and each an Additional Insured), by any action or inaction or omission (including misrepresentation and nondisclosure) by the Lessee, any Sub-Lessee or any other person that results in a breach of any term, condition or warranty of that policy, provided that the Additional Insured so protected has not caused, contributed to or knowingly condoned the action, inaction or omission, as the case may be;

(ii) specifically reference this Agreement and the other relevant Transaction Documents;

(iii) provide for worldwide coverage (subject only to such exceptions as are customary in insurance coverage carried by the relevant operator);

(iv) provide that, upon payment of any loss or claim to or on behalf of any Additional Insured, the respective insurer shall to the extent and in respect of that payment be thereupon subrogated to all legal and equitable rights of that Additional Insured indemnified hereby (but not against any other

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Additional Insured), provided that that insurer shall not exercise such rights without the consent of the indemnified Additional Insured;

(v) provide that none of the Additional Insureds shall be liable for any premiums in respect thereof and that the insurers shall waive any right of set-off or counterclaim against the Additional Insureds except in respect of unpaid premiums in respect of the Aircraft;

(vi) provide that the insurers shall as soon as reasonably practicable notify the Security Trustee in the event of cancellation of, or any material change in, the Insurances or any act, omission or event that might invalidate or render unenforceable the Insurances, or in the event that any premium or instalment of premium shall not have been paid when due, and that the Insurances shall continue unaltered for the benefit of each Additional Insured for at least thirty (30) days after written notice by registered mail of that cancellation, change, act, omission, event or non-payment of premium or instalment thereof shall have been sent by the Insurer to the Security Trustee except in the case of War Risks for which seven (7) days notice (or such period as may be customarily available in respect of War Risks or Allied Perils) will be given; and

(vii) provide coverage with respect to losses and claims in connection with any change of year, date or time to the fullest extent as customary in the worldwide aviation insurance market, including date recognition limited coverage clauses AVN 2001 and AVN 2002.

(f) Information

On or before the Delivery Date for the Aircraft and as soon as reasonably practicable after each renewal of the Insurances, the Lessee shall provide the Security Trustee with (in each case, in English or accompanied by a certified translation into English) certificates of insurance and a broker’s or insurer’s letter of undertaking that (i) evidence to the satisfaction of the Security Trustee that the insurances are and will continue in full force after the Delivery Date or the renewal date (as the case may be) for such period as shall then be stipulated, and (ii) contain such other certifications and undertakings as are customarily provided to lessors and secured financiers by the relevant insurance brokers.

(g) Other insurance; no Lien

(i) The Lessee shall not, and shall procure that no Sub-Lessee or other person shall, without the prior written consent of the Security Trustee, maintain insurances with respect to the Aircraft or any of its Engines other than as required under this Agreement if the maintenance thereof would adversely affect any Indemnitee’s interests hereunder or under any of the Insurances in any material respect.

(ii) The Lessee shall not, and shall procure that no Sub-Lessee or other person shall, sell, assign, dispose of or create or permit to exist any Lien over the Insurances, or its interest therein, save as may be constituted by this Agreement and the other Transaction Documents.

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(h) Failure to insure

If at any time insurances are not in full force and effect in compliance with all provisions of this Agreement, the Security Trustee shall be entitled but not bound (without prejudice to any other rights that it may have or acquire under this Agreement by reason of that failure):

(i) to pay any premiums due or to effect or maintain insurances satisfactory to the Security Trustee, or otherwise remedy that failure in such manner as the Security Trustee consider appropriate, and the Lessee shall as soon as reasonably practicable reimburse the Security Trustee in full for any amount so expended by the Security Trustee; and/or

(ii) at any time while that failure is continuing, to require the Aircraft to remain at any airport, or to proceed to and remain at any airport, designated by the Security Trustee until that failure is remedied.

(i) Settlement of claims

Where AVN67B or any replacement or equivalent thereof does not apply, the Lessee will not settle or permit settlement of any claims arising under any of the Insurances in excess of an amount in any currency equal to $5,000,000 or make or permit any payment in connection therewith without the prior written consent of the Security Trustee. Subject to AVN67B or any replacement or equivalent thereof, the proceeds of insurances in respect of a Total Loss of the Aircraft or the Airframe shall be paid to the Security Trustee for application in accordance with this Agreement. The proceeds of insurances in respect of any loss other than a Total Loss of the Aircraft or the Airframe shall (a) if that loss is less than $5,000,000 be paid to such parties as may be necessary to repair the Aircraft or to the Lessee in reimbursement of the cost of repair of the Aircraft, or (b) if that loss is greater than $5,000,000 be paid to such parties as may be necessary to repair the Aircraft or to the Security Trustee for application in accordance with clause 15.3.

(j) Self-insurance

The Lessee and any Sub-Lessee or Sub-Sub-Lessee shall be entitled to self-insure the amount of any deductible under the Insurances with prior written consent of the Security Trustee (not to be unreasonably withheld or delayed).

(k) Post-termination

With effect from the expiry or termination of the leasing of the Aircraft under the relevant Lease, for a period ending on the earlier of (i) the second anniversary of the date of that expiry or termination, and (ii) the date of completion of the first Heavy Maintenance Check for the Aircraft after the date of that expiry or termination, the Lessee shall effect and maintain (or procure) for the benefit of the relevant Borrower, each ECA Finance Party and any other Indemnitee requested by the Security Trustee, as additional named insureds, the liability Insurance required by this Agreement. The obligation of the Lessee to

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effect and maintain (or procure) that Insurance shall continue notwithstanding the Lessee ceasing to be a user, operator and/or owner of the Aircraft.

(l) Reinsurance

If and for so long as the Insurances required by this Agreement are effected through reinsurances, such reinsurances will be on the same terms as the original insurances.

(m) Cut-through clause

If and for so long as the hull Insurances required by this Agreement are effected through reinsurances, such reinsurances shall, if available in the local jurisdiction of the Sub-Lessee or Sub-Sub-Lessee (as applicable) contain a “cut-through” clause in a form consistent with prudent market practice and satisfactory to the Security Trustee (acting reasonably) and, if the same is customarily required and/or obtained by the AerCap Group from the relevant Insurer, AerVenture shall procure that that Insurer shall execute, for the ultimate benefit of the Security Trustee, an assignment of reinsurances for the Aircraft in form and substance satisfactory to the Security Trustee.

(n) Change in insurance practice

(i) If there is a material change in the generally accepted industry-wide practice with regard to the insurance of aircraft or any material change with respect to the insurance of aircraft based or operated in any jurisdiction in which the Aircraft may then be based or operated such that the Security Trustee shall be of the reasonable opinion (based upon the advice (the Advice) of reputable international insurance advisers of good standing and repute, experienced in the field of commercial aviation insurances and (as applicable) experienced and reputable legal advisers qualified in the relevant jurisdictions to opine on matters related to commercial aviation, in each case as appointed by the Security Trustee with the Borrowers being responsible for the cost of that Advice) that the Insurances required pursuant to this Agreement are insufficient (bearing in mind the interests of the Additional Insureds and generally adopted practice in the aviation industry), the insurance requirements set forth in this Agreement shall be amended so as to include such additional or varied requirements as may be agreed between the Lessee and the Security Trustee, each acting reasonably.

(ii) If, at any time, the Insurances required under this Agreement in relation to third party war and allied perils liability risks cease, or will cease, to be available in the leading aviation insurance market on a per occurrence basis, then if there occurs any event that gives rise to a claim under such Insurances in relation to the Aircraft or any other aircraft operated by the Lessee which reduces the remaining aggregate cover applicable to such Insurances below the required liability coverage amount of not less than $1,000,000,000 the Lessee shall, if requested by the Security Trustee, either (a) cause to be reinstated in an amount at least equal to the required liability coverage amount of not less than $1,000,000,000 the coverage in

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Schedule 8

Sub-Lease requirements

1 Sub-Lessee or Sub-Sub-Lessee

Each sub-lessee (Sub-Lessee) and each sub-sub-lessee (Sub-Sub-Lessee) shall be a person:

1.1 holding all relevant certificates and consents for the operation of the Aircraft whose State of Incorporation is not located in a Prohibited Country and which is not subject to any Lessee Insolvency Event, in each case, as at the time of entering into such Sub-Lease or Sub-Sub-Lease; or

1.2 otherwise approved in writing by the ECA Agent (acting on the instructions of all of the ECA Lenders).

2 Sub-Lease terms

2.1 Payments

Each Sub-Lease shall require the payment of rent in Dollars in such amounts which are either:

(a) sufficient (assuming no change in prevailing interest and/or exchange rates from the date on which the determination of that sufficiency is made) to enable the relevant Borrower to pay to the Agent on each ECA Repayment Date for the ECA Loan for the Aircraft an amount equal to not less than seventy five per cent. (75%) of the relevant ECA Repayment Instalment payable on that ECA Repayment Date; or

(b) provided that the term of the Sub-Lease does not exceed three (3) years and no Trigger Event has occurred and is continuing, reflective of rents generally available in the operating lease market for new leases of the same type and age of aircraft as the Aircraft for the same or a similar term and to operators of the same or a similar standing to the relevant Sub-Lessee.

2.2 Operational Undertakings

Each Sub-Lease shall contain provisions corresponding in all material respects with (or imposing more onerous obligations on the Sub-Lessee than) the Operational Undertakings, other than:

(a) any covenants or undertakings which relate to the execution, registration, perfection, filing, notarising, recording or the taking of any other action in respect of any Mortgage, any English Law Mortgage, any Security Document or the rights and interests of the Security Trustee or any ECA Finance Party under any Transaction Document; or

(b) any covenants or undertakings which relate to the reimbursement or indemnification of the Security Trustee in respect of any costs or expenses of the

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type referred to in the Operational Undertakings or to the giving of any notice to the Security Trustee; or

(c) any provisions which contain references to the exercise by the Security Trustee of any discretion or which refer or relate to any act, matter or thing being acceptable to, consented to, by or approved by the Security Trustee.

In addition, the definition of Permitted Lien (or the equivalent thereof) in any Sub-Lease may include any Liens created or arising by or through, or as a result of any act or omission of, any person other than the Sub-Lessee, except any such Liens which are created or arise as a result of matters for which the Sub-Lessee is responsible under the terms of the Sub-Lease, by way of any formulation thereof which is consistent with the Standard.

2.3 Governing law

The relevant Lessee shall use all reasonable efforts to procure that the governing law of the Sub-Lease shall be English law or New York law. However, the governing law may be the law of another country if the legal opinion (of counsel qualified in that country) states that the Sub-Lease constitutes binding and enforceable obligations of the Sub-Lessee under that law (that opinion may be subject to qualifications acceptable to the Lessee, acting in accordance with the Standard).

2.4 Additional documents

Any ancillary documents or letter agreements entered into by the relevant Lessee with the Sub-Lessee shall not contain any provisions which conflict with or qualify the provisions of this Schedule 8.

2.5 Language

Each Sub-Lease shall be in English.

2.6 No sale

No Sub-Lease shall confer any ownership right, title or interest to or in the Aircraft, including, without limitation, by means of a purchase option at a nominal price unless any purchase option is expressly subject to the Lessee obtaining title to the Aircraft under the Lease.

3 Sub-Sub-Leases

The following conditions shall be satisfied in relation to any Sub-Sub-Lease which is not a wet lease which satisfies the requirements of paragraph 5 below:

3.1 The Sub-Sub-Lease shall provide that:

3.1.1 the Sub-Sub-Lease is subject and subordinate to the then current Sub-Lease in all respects and the rights of the Sub-Sub-Lessee under the Sub-Sub-Lease are subject and subordinate in all respects to the rights of the relevant Lessee under then current Sub-Lease; and

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3.1.2 prior to delivery of the Aircraft to the Sub-Sub-Lessee (as a condition precedent thereto), the Sub-Sub-Lessee shall provide an acknowledgement to the relevant Lessee (in a form satisfactory to the Security Trustee, acting reasonably) confirming its agreement to this provision and confirming that its rights to possession of the Aircraft under the Sub-Sub-Lease will terminate immediately upon the termination of the then current Sub-Lease, and that it will redeliver the Aircraft to the relevant Lessee upon notification from that Lessee that an event of default (howsoever described) under the then current Sub-Lease has occurred and that it has, as a result thereof, terminated the Sub-Lessee’s right to possession of the Aircraft under the then current Sub-Lease (the Subordination Acknowledgement),

and, in each case, the same shall be valid and enforceable as a matter of all Applicable Laws, subject to customary exclusions and qualifications.

3.2 Notwithstanding the Sub-Sub-Lease, the relevant Sub-Lessee shall remain fully liable and responsible for performing, and procuring observance of and compliance with, all of its obligations under the relevant Sub-Lease.

3.3 The relevant Lessee shall or shall procure that the relevant Sub-Lessee shall deliver a Sub-Sub-Lessee Notice forthwith to the Sub-Sub-Lessee and evidence to the reasonable satisfaction of the Security Trustee that:

3.3.1 that Sub-Sub-Lessee Notice has been served on and received by the Sub-Sub-Lessee; and

3.3.2 if the assignments contemplated by the Lessee Assignment(s) which relates to the Aircraft and/or the Security Assignment which relates to the Aircraft respectively would otherwise not be permitted, the Sub-Sub-Lessee shall have consented to such assignments.

3.4 As soon as reasonably practicable after its execution, the Lessee shall provide the Security Trustee with a copy of the signed Sub-Sub-Lease.

4 Additional Sub-Lease requirements

The following conditions shall be satisfied in relation to any Sub-Lease:

4.1 There is executed and delivered by the relevant Lessee and the Sub-Lessee an Assignment of Insurances and, where the same is available and advisable under Applicable Law, a Deregistration Power of Attorney, together with such other documents and/or authorisations as may be necessary or advisable as a matter of Applicable Law of the State of Registration of the Aircraft to ensure that the Security Trustee is able to exercise that Lessee’s rights thereunder at all times when a Lease Termination Event has occurred and is continuing.

4.2 The relevant Lessee shall execute and deliver a Sub-Lessee Notice and Acknowledgement forthwith to the Sub-Lessee and shall:

4.2.1 evidence to the reasonable satisfaction of the Security Trustee that:

(a) that Sub-Lessee Notice and Acknowledgement has been served on and received by the Sub-Lessee; and

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(b) if the assignments contemplated by the Lessee Assignment(s) which relates to the Aircraft and/or the Security Assignment which relates to the Aircraft respectively would otherwise not be permitted, the Sub-Lessee shall have consented to such assignments; and

4.2.2 use all reasonable endeavours to procure that the Sub-Lessee issues the Sub-Lessee Notice and Acknowledgement to, amongst others, the Security Trustee in return for the issue to the Sub-Lessee of the Quiet Enjoyment Undertaking.

4.3 The Lessee shall execute and deliver an Insurance Notice forthwith to the Insurer and shall:

4.3.1 evidence to the reasonable satisfaction of the Security Trustee that:

(a) that Insurance Notice has been served on and received by the Insurer; and

(b) if the assignments contemplated by the Lessee Assignment(s) which relates to the Aircraft and/or the Security Assignment which relates to the Aircraft respectively would otherwise not be permitted, the Insurer shall have consented to such assignments; and

4.3.2 use all reasonable endeavours to procure that the Insurer issues an Insurance Acknowledgement to, amongst others, the Security Trustee.

4.4 The Lessee provides opinions of counsel satisfactory to the Security Trustee (acting reasonably), in form and substance reasonably satisfactory to the Security Trustee, addressed to the Security Trustee, with respect to the laws of the State of Incorporation of the Sub-Lessee, subject to customary qualifications and assumptions.

4.5 The Lessee shall put, or shall permit the Security Trustee to put, to such legal counsel such further questions, including by way of a jurisdictional questionnaire, as the Security Trustee may, acting reasonably and after having consulted with in-house counsel of AerVenture, wish to have answered in connection with the proposed leasing of the Aircraft into such jurisdictions and the rights and interests of the ECA Finance Parties and the Borrowers in connection therewith.

4.6 As soon as reasonably practicable after its execution, the relevant Lessee shall provide the Security Trustee with a copy of the signed Sub-Lease.

5 Wet Leases

A Sub-Sub-Lease of the Aircraft which is a wet lease shall satisfy the following conditions:

5.1 The Aircraft shall be operated solely by regular employees of the relevant Sub-Lessee possessing all certificates and licenses that are required by Applicable Law.

5.2 The Aircraft shall be subject to insurance coverage which complies with the requirements of this Agreement and the relevant Sub-Lease.

5.3 The Aircraft shall be maintained by the relevant Sub-Lessee in accordance with requirements of the relevant Sub-Lease.

5.4 The Aircraft shall not be subject to any change in the State of Registration.

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Schedule 9

Quiet Enjoyment Undertaking

[Insert name and address of Sub-Lessee]

Dated: [ ]

Dear Sirs

One (1) Airbus [ ] Aircraft msn [ ] (the Aircraft)

Reference is made to:

1 an aircraft lease agreement dated [ ] between you, as lessee, and [ ], as lessor (the Operating Lessor), in respect of the Aircraft (the Lease Agreement);

2 [a lease agreement dated [ ] between the Operating Lessor, as lessee, and [ ], as lessor (the Intermediate Lessor) in respect of the Aircraft (the Intermediate Lease Agreement);]

3 a lease agreement dated [ ] between the [Operating Lessor]/[Intermediate Lessor], as lessee, and [ ], as lessor (the Lessor) in respect of the Aircraft (the Head Lease Agreement);

4 [the lessee assignment dated of even date herewith between the Operating Lessor, as assignor, and the Intermediate Lessor, as assignee, pursuant to which the Operating Lessor has assigned absolutely by way of security to the Intermediate Lessor all its right, title and interest in and to, inter alia, the Lease Agreement (the Intermediate Lessee Assignment);]

5 the lessee assignment dated of even date herewith between the [Operating Lessor]/[Intermediate Lessor], as assignor, and the Lessor, as assignee, pursuant to which the [Operating Lessor]/[Intermediate Lessor] has assigned absolutely by way of security to the Lessor all its right, title and interest in and to, inter alia, [the Lease Agreement]/[the Intermediate Lease Agreement and the Intermediate Lessee Assignment] (the Lessee Assignment); and

6 the security assignment dated [ ] between the Lessor, as assignor, and Calyon as security trustee (the Security Trustee), as assignee, pursuant to which the Lessor has assigned absolutely by way of security to the Security Trustee all its right, title and interest in and to, inter alia, the Head Lease Agreement and the Lessee Assignment.

[The Intermediate Lessor hereby undertakes that, subject to no [Event of Default] (as that term is defined in the Lease Agreement) having occurred and being continuing, neither the Intermediate Lessor, nor any person lawfully claiming through the Intermediate Lessor, will disturb your lawful use, possession and quiet enjoyment of the Aircraft during the [Term] (as that term is defined in the Lease Agreement).]

The Lessor hereby undertakes that, subject to no [Event of Default] (as that term is defined in the Lease Agreement) having occurred and being continuing, neither the Lessor, nor any person lawfully claiming through the Lessor, will disturb your lawful use, possession and

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Schedule 10

Part I : Conditions precedent - initial

1. Principal documents

(a) An original of this Agreement duly executed by the parties thereto;

(b) a duly executed original of each of the AerVenture Guarantee and the AerCap Holdings Guarantee;

(d) a duly executed original of the Principal Borrower Share Charge, together with originals of the share certificates of the Principal Borrower, as referred to therein, and duly executed originals of the letters of resignation, irrevocable proxy, undated share transfer forms and other ancillary documents referred to therein;

(e) a duly executed original of the Principal Borrower Floating Charge, together with duly executed originals of the notices and acknowledgements referred to therein;

(f) a duly executed original of the Initial Administration Agreement;

(g) a duly executed original of the Principal Declaration of Trust;

(h) a duly executed original of the Initial Comfort Letter;

(i) a duly executed original of a Security Assignment for the Principal Borrower, together with duly executed originals of the notices and acknowledgements referred to therein; and

(j) a copy of the duly executed Servicing Agreement.

2. Corporate documents

For each AerCap Obligor and each Borrower, a certificate signed by a director or the company secretary setting out the specimen signature of those persons authorised to sign the Transaction Documents to which it is or is to be a party and attaching, and certifying as true copies of the originals, copies of:

(a) its certificate of incorporation and constitutional documents;

(b) subject to the final sub-paragraph of this paragraph 2, the resolutions of its board of directors approving the execution and performance of each Transaction Document to which it is or is to be a party;

(c) if required, the resolutions of its shareholders approving the execution and performance of each Transaction Document to which it is or is to be a party;

(d) a power of attorney appointing those persons authorised to sign on its behalf each Transaction Document to which it is or is to be a party; and

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3. Cayman Islands Tax exemption

(a) Subject to paragraph 3(b) below, a certificate of tax exemption in respect of the Principal Borrower from the appropriate Cayman Islands authorities.

(b) The condition precedent outlined in paragraph 3(a) above has been waived by the Finance Parties only on the terms that it will be satisfied to the satisfaction of the ECA Agent by no later than the earlier of (i) the date on which the first ECA Loan Agreement in respect of the first ECA Loan is entered into; and (ii) forty (40) days after the Signing Date. In the event that the condition precedent outlined in paragraph 3(a) above is not satisfied within the foregoing time limits, the Parties agree that an ECA Utilisation Block Event shall be deemed to have occurred.

4. Process agent letters

(a) Letters from Freshfields Bruckhaus Deringer or such other process agent as may be agreed with the Security Trustee accepting its appointment as agent for service of process in England for each Principal Lessee and AerVenture; and

(b) letters from Norose Notices Limited accepting its appointment as agent for service of process in England for the Principal Borrower.

5. Legal opinions

Legal opinions from:

(a) Norton Rose LLP, English, French and Dutch counsel to the Lenders;

(b) Walkers, Cayman Islands counsel, in relation to the Principal Borrower and the Initial Manager;

(d) Conyers Dill & Pearman (Bermudan counsel to the First Intermediate Lessee), in relation to the First Intermediate Lessee; and

(e) in-house opinion from AerCap Holdings.

156

Part II: Conditions precedent to each Loan

1. Representations and warranties and KYC requirements

(a) All representations and warranties made (or deemed repeated) by or on behalf of the relevant Borrower and each relevant Lessee in clause 6, by AerCap Holdings and AerVenture in the Guarantees and by any Alternative Obligor under the relevant Accession Deed shall be true and accurate on the ECA Drawdown Date with reference to the circumstances and facts existing on the ECA Drawdown Date.

(b) All such documentation and information from the relevant Borrower as reasonably requested by the Security Trustee and/or each ECA Lender in respect of its ‘Know Your Customer’ checks, anti-money laundering checks and similar requirements.

2. Principal documents

Duly executed originals of all ECA Utilisation Documentation for the relevant Aircraft.

3. Lessee Share Charge

A duly executed original of each Lessee Share Charge, together with originals of the share certificates of the relevant Lessee(s), as referred to therein, and duly executed originals of the letters of resignation, irrevocable proxy, undated share transfer forms and other ancillary documents referred to therein;

4. Support Agreements

The Support Agreement which shall be in full force and effect.

5. Corporate documents

The documents referred to in paragraph 2 of Part I, in relation to each Obligor which is a party to any ECA Utilisation Documentation for the Aircraft.

6. Process agent letters

The documents referred to in paragraph 4 of Part I, in relation to each Obligor which is a party to any ECA Utilisation Documentation for the Aircraft.

7. Insurances

A certificate of the applicable Insurer in respect of the Insurances together with a letter of undertaking to the extent that the Insurances are placed through an insurance broker, and, if the Aircraft is reinsured, a reinsurance broker’s letter of undertaking and a certificate of reinsurance, evidencing compliance with the requirement of this Agreement or otherwise in form and substance reasonably acceptable to the Security Trustee.

8. Aircraft registration documents

Evidence of registration of the Aircraft with the applicable Aviation Authority.

9. Documents and evidence relating to the purchase and delivery of the Aircraft

(a) Evidence that the Aircraft has not suffered a Total Loss;

(b) a commercial invoice for the Aircraft (including the installed Buyer Furnished Equipment and, if applicable, lessee furnished equipment) issued by the Seller

157

specifying the net final contract price for the Aircraft and, if the Seller is not Airbus, from Airbus respectively;

(d) written confirmation from Airbus that the Airbus Purchase Agreement is in full force and effect;

(e) a certificate from the Seller addressed to the Security Trustee confirming that the identification plates required to be affixed on the Aircraft and the relevant Engines pursuant to this Agreement have been affixed;

(f) a certificate from Airbus confirming that the Buyer Furnished Equipment has been installed on the Aircraft

(g) a copy of the Certificate of Airworthiness for Export issued by EASA.

10. Payments

(a) Evidence that the initial rental payment due on the Delivery Date by the relevant Lessee under the relevant Lease has been paid; and

(b) the receipt by the relevant payees of all fees referred to in the Fees Letters which are payable on or prior to the ECA Drawdown Date.

11. Legal opinions

The legal opinions referred to in paragraph 5 of Part I (other than the opinion referred to in paragraph (d) thereof), together with legal opinions from:

(a) the Manufacturer (to the extent that it is the Manufacturer’s standard practice to issue such legal opinions);

(b) the Engine Manufacturer (to the extent that it is the Engine Manufacturer’s standard practice to issue such legal opinions); and

(c) independent counsel acceptable to the ECA Finance Parties and COFACE with respect to the lex situs of the Aircraft at the time at which title to the Aircraft is transferred to the relevant Borrower and at the time at which the English Law Mortgage and (if any) Mortgage respectively become effective; and

(d) to the extent that the Principal Lessee is deemed to be tax resident in a jurisdiction other than its jurisdiction of incorporation, a legal opinion from independent counsel to the ECA Finance Parties and COFACE in such jurisdiction in form and substance satisfactory to the ECA Finance Parties. This condition precedent shall only be applicable in respect of the first Loan.

12. Airbus Remarketing Agreement

A duly executed original of the Airbus Remarketing Agreement for the relevant Aircraft.

158

Schedule 11

Transfer Certificate

To: [Security Trustee]

Transfer Certificate - Airbus [ ] Aircraft msn [ ] (the Aircraft)

ECA Loan

This transfer certificate (Transfer Certificate) relates to a Facility Agreement dated [·] between, amongst others, (1) the banks and financial institutions referred to therein as ECA Lenders; (2) Calyon as the ECA Agent; (3) Calyon as the Security Trustee; (4) Constellation Aircraft Leasing Limited as Principal Borrower; (5) Andromeda Aircraft Leasing Limited and Aquarius Aircraft Leasing Limited as Lessees; (6) AerVenture Limited and (7) AerCap Holdings N.V. (the Agreement which term shall include any amendments or supplements thereto).

Terms defined or incorporated by reference in the Agreement shall, unless otherwise defined, have the same meanings when used in this Transfer Certificate.

1 [Details of the Transferor] (the Transferor):

(a) confirms that the details in Part 1 of the schedule to this Transfer Certificate in respect of the Aircraft are accurate;

(b) requests [Details of Transferee] (the Transferee) to accept and procure, in accordance with clause 30.3 of the Agreement, the substitution of the Transferor by the Transferee in respect of the amounts and percentages in respect of the Aircraft specified in Part 2 of the schedule hereto by signing this Transfer Certificate.

2 The Transferee hereby requests each of the Obligors and each of the ECA Finance Parties to accept this executed Transfer Certificate as being delivered under and for the purposes of clause 30.3 of the Agreement so as to take effect in accordance with the terms thereof on the transfer date specified in Part 3 of the Schedule hereto or such later date as may be determined in accordance with the terms thereof.

3 The Transferee:

(a) represents that it has received a copy of the Agreement and each relevant Loan Agreement together with such other documents and information as it has requested in connection with this transaction;

(b) represents that it has not relied and will not rely on the Transferor or any of the other Finance Parties to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such documents or information;

159

(c) agrees that it has not relied and will not rely on the Transferor or any of the other Finance Parties to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of any party to any of the Transaction Documents or the legality, validity, priority, adequacy, effectiveness or enforceability of any of the Transaction Documents; and

(d) agrees that it will be bound by the provisions of the Agreement and the other Transaction Documents and will perform in accordance with the terms of the Agreement and the other Transaction Documents the obligations which by their terms are required to be performed by an ECA Lender for the Aircraft.

4 With effect from the transfer date specified in Part 3 of the Schedule hereto, the parties to the Agreement (including in particular but without limitation the Transferee) agree that, in relation to the Aircraft and to the extent of the amounts and percentages in respect of the Aircraft specified in Part 2 of the Schedule hereto, the rights, benefits and obligations of the Transferor shall be transferred by way of novation to the Transferee in accordance with clause 30.3 of the Agreement.

5 The Transferee confirms that its Lending Office and address for notices for the purposes of the Agreement are as set out in Part 4 of the Schedule hereto.

6 The Transferor agrees that nothing herein or in any Transaction Document shall oblige the Transferee to (i) accept a re-transfer from the Transferee of the whole or any part of its rights, benefits and/or obligations transferred pursuant hereto or (ii) support any losses directly or indirectly sustained or incurred by the Transferee for any reason whatsoever including, without limitation, the non-performance by any other party to the Transaction Documents of its obligations under any Transaction Document. The Transferee hereby acknowledges the absence of any such obligation as is referred to in (i) or (ii) above.

7 This Transfer Certificate and any non-contractual obligations connected with it shall be governed by and construed in accordance with English law.

160

SCHEDULE

Part 1

[Transferor’s ECA Commitment for the Aircraft		$[ ]

Transferor’s ECA Portion for the Aircraft		[ ]%

Transferor’s ECA Contribution for the ECA Loan for the Aircraft		$[ ]]

Part 2

[Amount of Transferor’s ECA Commitment for the Aircraft to be transferred to Transferee		$[ ]

Amount of Transferor’s ECA Portion for the Aircraft to be transferred to Transferee		[ ]%

Amount of Transferor’s ECA Contribution for the ECA Loan for the Aircraft to be transferred to Transferee		$[ ]]

Part 3

Transfer date		[ ]

Part 4

Lending Office of Transferee:		Notice details:

[ ]		[ ]

162

Schedule 12

English Law Mortgage Letter

To: Norton Rose LLP
3 More London Riverside
London
SE1 2 AQ

and: Calyon
9 Quai du Président Paul Doumer
92920 Paris La Défense Cedex
France

[ ]

Dear Sirs

Financing of one Airbus [ ] Aircraft msn [ ] (the Aircraft)

We refer to the Facility Agreement relating to the Aircraft dated [ ] between, inter alia, [Borrower] (the Relevant Borrower), [Lessee] (the Relevant Lessee) and Calyon as Security Trustee (the Facility Agreement).

In this letter, unless otherwise defined herein, words and expressions defined in the Facility Agreement (whether expressly or by reference to another document) shall bear the same respective meanings when used herein.

In order to secure the Borrowers’ obligations under the Transaction Documents, the Relevant Borrower has agreed to grant in favour of Calyon in its capacity as Security Trustee for and on behalf of the Secured Parties an English Law Mortgage over the Aircraft (the English Law Mortgage).

The Relevant Borrower hereby irrevocably authorises Norton Rose LLP to date and deliver the English Law Mortgage as a deed as from the time that the Relevant Lessee notifies Norton Rose LLP, pursuant to the following paragraph, that the English Law Mortgage should be so dated and delivered.

The Relevant Lessee hereby undertakes to Calyon in its capacity as Security Trustee to procure that the Aircraft enters England or English airspace or another location the laws of which in all respects recognise the English Law Mortgage as creating a first priority English law mortgage over the Aircraft whilst the Aircraft is located in that jurisdiction no later than the date falling sixty (60) days after [the Delivery Date for the Aircraft]/[the time at which the Mortgage over the Aircraft ceases to be registered on the register of mortgages maintained by the aviation authority in the State of Registration for the Aircraft] and to notify each of Calyon and Norton Rose LLP in writing promptly thereupon.

This letter is to be treated as a Transaction Document for the purposes of the Facility Agreement and the other Transaction Documents.

163

EXECUTION PAGES

THE SECURITY TRUSTEE

EXECUTED as a DEED and DELIVERED		)	/s/ Julien Clamou
for and on behalf of		)	Julien Clamou
CALYON		)
(acting through its Paris head office)		)	/s/ Alfonso Pereda Revuelta
by Julien Clamou and Alfonso Pereda Revuelta		)	Alfonso Pereda Revuelta
its duly authorised attorney-in-fact		)
in the presence of	/s/ Christophe Warnier	)
	Christophe Warnier

THE ECA AGENT

EXECUTED as a DEED and DELIVERED		)	/s/ Julien Clamou
for and on behalf of		)	Julien Clamou
CALYON		)
(acting through its Paris head office)		)	/s/ Alfonso Pereda Revuelta
by Julien Clamou and Alfonso Pereda Revuelta		)	Alfonso Pereda Revuelta
its duly authorised attorney-in-fact		)
in the presence of	/s/ Christophe Warnier	)
	Christophe Warnier

THE ECA LENDERS

EXECUTED as a DEED and DELIVERED		)	/s/ Julien Clamou
for and on behalf of		)	Julien Clamou
CALYON		)
(acting through its Paris head office)		)	/s/ Alfonso Pereda Revuelta
by Julien Clamou and Alfonso Pereda Revuelta		)	Alfonso Pereda Revuelta
its duly authorised attorney-in-fact		)
in the presence of	/s/ Christophe Warnier	)
	Christophe Warnier

165

THE PRINCIPAL BORROWER

EXECUTED as a DEED and DELIVERED		)	/s/ Catherine Blake
for and on behalf of		)	Catherine Blake
CONSTELLATION AIRCRAFT LEASING LIMITED		)	Attorney-In-Fact
by Catherine Blake		)
its duly authorised attorney-in-fact		)
in the presence of	/s/ Jacqueline Bell	)
	Jacqueline Bell

THE FIRST LESSEE

SIGNED, SEALED and DELIVERED		)	/s/ Tom Kelly
for and on behalf of		)	Tom Kelly
ANDROMEDA AIRCRAFT LEASING LIMITED		)	Director
by Tom Kelly		)
its duly authorised attorney-in-fact		)
in the presence of	/s/ Elena Clancy	)
	Elena Clancy

THE FIRST INTERMEDIATE LESSEE

EXECUTED as a DEED and DELIVERED		)	/s/ Gordon Chase
for and on behalf of		)	Gordon Chase
AQUARIUS AIRCRAFT LEASING LIMITED		)	Attorney-In-Fact
acting by Gordon Chase		)
expressly authorised in accordance with the laws of		)
Bermuda by virtue of a power of attorney granted by		)
AQUARIUS AIRCRAFT LEASING LIMITED		)
on 12 March 2009		)
such execution being		)
witnessed by:	/s/ Joanna Niewiadomska-Suijkerbuijk	)
	Joanna Niewiadomska-Suijkerbuijk

166

AERCAP HOLDINGS N.V.

EXECUTED as a DEED and DELIVERED		)	/s/ Gordon Chase
for and on behalf of		)	Gordon Chase
AERCAP HOLDINGS N.V.		)	Attorney-In-Fact
by Gordon Chase		)
its duly authorised attorney-in-fact		)
in the presence of	/s/ Joanna Niewiadomska-Suijkerbuijk	)
	Joanna Niewiadomska-Suijkerbuijk

AERVENTURE LIMITED

SIGNED, SEALED and DELIVERED		)	/s/ Gordon Chase
for and on behalf of		)	Gordon Chase
AERVENTURE LIMITED		)	Attorney-In-Fact
by Gordon Chase		)
its duly authorised attorney-in-fact		)
in the presence of	/s/ Joanna Niewiadomska-Suijkerbuijk	)
	Joanna Niewiadomska-Suijkerbuijk

167


duly authorised, for and on behalf of		duly authorised, for and on behalf of
[Relevant Borrower]		[Relevant Lessee]

1 Definitions

2 Availability - ECA Facility

2.2.1 The ECA Facility shall be available for drawdown at any time during the ECA Availability Period on the terms and subject to the conditions of this Agreement.

2.3.1 The ECA Facility shall be available as up to twenty (20) ECA Loans, constituting one ECA Loan for each Aircraft.

2.3.2 The maximum amount of the ECA Loan for each Aircraft shall be the Maximum ECA Amount for that Aircraft.

2.3.3 Subject to the terms and conditions of this Agreement and the ECA Loan Agreement for that ECA Loan, each ECA Lender for an Aircraft shall participate in an ECA Loan for an Aircraft through its Lending Office in an amount equal to its ECA Commitment for that Aircraft.

2.3.4 To the extent that, pursuant to the Transaction Documents, the ECA Commitments for an Aircraft, and/or the Unutilised ECA Facility are from time to time reduced:

2.3.5 the Maximum ECA Amount for an Aircraft shall from time to time be reduced by an amount equal to all reductions in the ECA Commitments for that Aircraft;

2.3.6 the ECA Facility Amount shall from time to time be reduced by an amount equal to all reductions in the ECA Commitments for any Aircraft and/or the Unutilised ECA Facility (but without double counting); and

2.3.7 the Unutilised ECA Facility shall from time to time be reduced by an amount equal to all reductions in the ECA Commitments for any Aircraft.

2.7.2 Nothing contained in any Transaction Document shall constitute a partnership, association, joint venture or other entity between any two or more of the ECA Finance Parties.

2.8.1 Each ECA Loan shall be repaid on a quarterly instalment basis, one on each ECA Repayment Date for that ECA Loan, in the amounts specified in Schedule 1 to the ECA Loan Agreement for that ECA Loan, with the final repayment being due on the Final ECA Repayment Date for that ECA Loan.

2.8.2 The amounts of the repayment instalments shown in Schedule 1 to the ECA Loan Agreement for an ECA Loan shall be calculated on a mortgage style basis applying the Relevant Rate plus the ECA Margin for that ECA Loan.

3 Utilisation of the ECA Facility

3.1.1 In order to effect an ECA Loan AerVenture must submit a notice to the ECA Agent substantially in the form set out in Schedule 4 identifying:

(b) the proposed Final ECA Repayment Date for that ECA Loan;

(c) the amount (which shall not exceed the maximum amount calculated pursuant to clause 2.3.2) and currency (which shall be Dollars) of the proposed ECA Loan;

(d) the relevant Aircraft (including its manufacturer’s serial number, the proposed registration mark (if then known) and the manufacturer, type and serial numbers (if then known) of its Engines);

(e) if known, the identity of and the principal place of business of the proposed Sub-Lessee and any Sub-Sub-Lessee of that Aircraft;

(f) the jurisdiction in which that Aircraft shall be registered and whether, taking into account the requirements of paragraph 1(c) of Schedule 7, it is proposed that there will be a Mortgage in respect of the Aircraft;

(g) the anticipated Aircraft Purchase Price for that Aircraft;

(h) the identity of each Borrower and Lessee to be party to the Transaction Documents for that Aircraft; and

(i) if that Aircraft is to be placed on lease to a Sub-Lessee pursuant to a Sub-Lease on that ECA Drawdown Date, the notice shall have attached thereto a Certified Copy of the latest draft (if any) or, if the same is then available, the executed version of the proposed Sub-Lease.

3.1.2 The ECA Agent shall assist in the preparation of the ECA Utilisation Documentation for the relevant ECA Loan, and as soon as reasonably practicable following receipt of the same shall procure that that ECA Utilisation Documentation is circulated to the relevant Borrower.

3.2.2 The obligations of each of the ECA Finance Parties under this Agreement and the relevant ECA Loan Agreement in respect of each ECA Loan shall be subject to:

(b) no Relevant Event, Termination Event, ECA Utilisation Block Event or Mandatory Prepayment Event in respect of that Aircraft having occurred which is continuing;

4 Representations and warranties

4.1.1 it is duly organised or, as the case may be, incorporated and validly existing under the laws of its State of Incorporation, and has full power, authority and legal right to own its property and carry on its business as presently conducted;

4.1.2 it has the power and capacity to execute and deliver, and to perform its obligations under, the Borrower Documents and all necessary action has been or will prior to the entering into of the same be taken to authorise the execution, delivery and performance of the same;

4.1.7 no litigation, arbitration or administrative proceeding is taking place, pending or, to its knowledge or the knowledge of its officers, threatened against it or against any of its assets;

4.1.8 it has not taken any action nor, to its knowledge or the knowledge of its officers, have any steps been taken or legal proceedings been started for any Insolvency Event in relation to it;

4.1.13 no Borrower Event has occurred and is continuing;

4.1.14 it has delivered all tax returns which, as of the date hereof, it is legally required to deliver and has paid all payments which are due and payable, as of the date hereof, to the tax authorities in its jurisdiction of incorporation;

4.1.15 all amounts payable by it under the Borrower Documents may be made without any deduction or withholding for or on account of any Tax;

4.1.17 no value added tax (or Tax of a similar nature) or import or export duty or tax is payable under the laws of its jurisdiction of incorporation in respect of any Borrower Document or the performance of the obligations under any Borrower Documents;

4.1.18 [not used];

4.1.19 none of its directors is resident for tax purposes in France;

4.1.20 its:

(a) irrevocable submission under the Borrower Documents to the jurisdiction of the courts referred to therein;

(b) agreement that the Borrower Documents are each governed by the law referred to therein; and

(c) agreement not to claim any immunity to which it or its assets may be entitled,

4.1.21 any judgment obtained in England, in relation to the Aircraft or this Agreement will be recognised and be enforceable by the courts of its jurisdiction of incorporation, subject

to any and all qualifications as set out in the legal opinion provided to, inter alios, the ECA Finance Parties pursuant to paragraph 5(b) of Schedule 10 Part I;

4.1.22 the Borrower has no Subsidiaries or employees; and

4.1.23 the Borrower’s Centre of Main Interests, corporate management, centre of administration and principal place of business is in the Cayman Islands and it does not have an establishment or place of business in any other jurisdiction.

4.2.1 it is duly incorporated and validly existing under the laws of its State of Incorporation as a limited liability company and has power to carry on its business as it is now being conducted and to own its property and other assets;

4.2.2 it has the power to execute and deliver and to perform its obligations under the Lessee Documents and all necessary corporate, shareholder and other action has been or will prior to the entering into of the same be taken to authorise the execution, delivery and performance of the same;

4.2.5 its obligations under the Lessee Documents will rank at least pari passu with all other present and future unsecured and unsubordinated obligations (including contingent obligations) of it with the exception of any such obligations which are mandatorily preferred by law and not by contract;

4.2.7 its only business is that of leasing the Aircraft and the entering into of the Lessee Documents and any and all agreements related thereto;

4.2.10 it is not in breach of or in default under any agreement relating to Financial Indebtedness to which it is a party or by which it may be bound;

4.2.11 no Lease Event has occurred and is continuing;

4.2.12 it has delivered all tax returns which it is legally required to deliver as of the date hereof and has paid all payments due and payable, as of the date hereof, to the tax authorities in its jurisdiction of incorporation or, if different, the jurisdiction in which it is tax resident;

4.2.13 all amounts payable by it under the Lessee Documents may be made without any deduction or withholding for or on account of any Tax;

4.2.14 no stamp, registration or similar Tax is required to be paid in its jurisdiction of incorporation or, if different, the jurisdiction in which it is tax resident on or in relation to the Lessee Documents or the transactions contemplated by the Lessee Documents;

4.2.16 none of its directors is resident for tax purposes in France;