Exhibit 10.27

                                                               EXECUTION VERSION

                                 TRUST INDENTURE
                            dated as of June 15, 2006

                                      among

                        ACS AIRCRAFT FINANCE IRELAND PLC,

                                  as the Issuer

                      ACS AIRCRAFT FINANCE BERMUDA LIMITED,

                                as the Guarantor

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,

                               as the Cash Manager

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,

                      as the Trustee and the Drawing Agent

                                     CALYON,

                     as the Initial Credit Facility Provider

                                       and

                      FINANCIAL GUARANTY INSURANCE COMPANY,

                             as the Policy Provider



                                TABLE OF CONTENTS



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ARTICLE I DEFINITIONS...................................................................................     1

   Section 1.01    Definitions..........................................................................     1
   Section 1.02    Rules of Construction................................................................    47
   Section 1.03    Compliance Certificates and Opinions.................................................    48
   Section 1.04    Acts of Holders......................................................................    49

ARTICLE II THE SECURITIES...............................................................................    50

   Section 2.01    Authorized Amount; Terms; Form; Execution and Delivery...............................    50
   Section 2.02    Restrictive Legends..................................................................    52
   Section 2.03    Registrar and Paying Agent...........................................................    53
   Section 2.04    Paying Agent to Hold Money in Trust..................................................    54
   Section 2.05    Method of Payment....................................................................    55
   Section 2.06    Minimum Denomination.................................................................    56
   Section 2.07    Transfer and Exchange; Cancellation..................................................    56
   Section 2.08    Mutilated, Destroyed, Lost or Stolen Securities......................................    57
   Section 2.09    Payments of Transfer Taxes...........................................................    57
   Section 2.10    Refinancing of Securities............................................................    58
   Section 2.11    Delivery of Remaining Aircraft.......................................................    60
   Section 2.12    Additional Securities................................................................    61
   Section 2.13    Special Transfer Provisions..........................................................    63
   Section 2.14    Temporary Securities.................................................................    64
   Section 2.15    Statements to Holders................................................................    64
   Section 2.16    CUSIP, CINS and ISIN Numbers.........................................................    66
   Section 2.17    Holder Representations and Covenants.................................................    66
   Section 2.18    European Union Insolvency Regulation.................................................    67

ARTICLE III ACCOUNTS; PRIORITY OF PAYMENTS..............................................................    67

   Section 3.01    Accounts.............................................................................    67
   Section 3.02    Investments of Cash..................................................................    74
   Section 3.03    Closing Date Deposits, Withdrawals and Transfers.....................................    75
   Section 3.04    Interim Deposits, Transfers and Withdrawals..........................................    76
   Section 3.05    Withdrawals and Transfers Relating to the Acquisition of Aircraft and Interim
                   Deposits and Withdrawals for Aircraft Sales..........................................    77
   Section 3.06    Calculation Date Calculations........................................................    79
   Section 3.07    Payment Date First Step Withdrawals and Transfers....................................    84
   Section 3.08    Payment Date Second Step Withdrawals.................................................    86
   Section 3.09    Allocations of Principal Payments Among Subclasses of the Securities.................    93
   Section 3.10    Certain Redemptions; Certain Premiums................................................    93
   Section 3.11    Adjustment of Certain Percentages, Factors and Balances..............................    96



                                      -i-





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   Section 3.12    Initial Credit Facility..............................................................    96
   Section 3.13    Eligible Credit Facilities...........................................................   100
   Section 3.14    The Policy...........................................................................   101
   Section 3.15    Contributions........................................................................   105
   Section 3.16    DSCR Failure.........................................................................   105

ARTICLE IV DEFAULT AND REMEDIES.........................................................................   105

   Section 4.01    Events of Default....................................................................   105
   Section 4.02    Acceleration, Rescission and Annulment...............................................   107
   Section 4.03    Other Remedies.......................................................................   108
   Section 4.04    Limitation on Suits..................................................................   108
   Section 4.05    Waiver of Existing Defaults..........................................................   109
   Section 4.06    Restoration of Rights and Remedies...................................................   109
   Section 4.07    Remedies Cumulative..................................................................   109
   Section 4.08    Authority of Courts Not Required.....................................................   110
   Section 4.09    Rights of Holders to Receive Payment.................................................   110
   Section 4.10    Trustee May File Proofs of Claim.....................................................   110
   Section 4.11    Undertaking for Costs................................................................   110
   Section 4.12    Control by Holders...................................................................   110

ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS.....................................................   111

   Section 5.01    Representations and Warranties.......................................................   111
   Section 5.02    General Covenants....................................................................   113
   Section 5.03    Operating Covenants..................................................................   127
   Section 5.04    Compliance Through Agents............................................................   132

ARTICLE VI THE TRUSTEE..................................................................................   132

   Section 6.01    Acceptance of Trusts and Duties......................................................   132
   Section 6.02    Absence of Duties....................................................................   133
   Section 6.03    Representations or Warranties........................................................   133
   Section 6.04    Reliance; Agents; Advice of Counsel..................................................   133
   Section 6.05    Not Responsible in Individual Capacity...............................................   135
   Section 6.06    No Compensation from Holders.........................................................   135
   Section 6.07    Notice of Defaults...................................................................   135
   Section 6.08    May Hold Securities..................................................................   135
   Section 6.09    Corporate Trustee Required; Eligibility..............................................   135
   Section 6.10    Disqualification of Trustee..........................................................   136
   Section 6.11    Preferential Collection of Claims Against Issuer.....................................   136
   Section 6.12    Reports by the Issuer................................................................   136
   Section 6.13    Holder Lists.........................................................................   136
   Section 6.14    Preservation of Information; Communications to Holders...............................   136

ARTICLE VII SUCCESSOR TRUSTEES..........................................................................   137

   Section 7.01    Resignation and Removal of Trustee...................................................   137
   Section 7.02    Appointment of Successor.............................................................   138



                                      -ii-





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ARTICLE VIII INDEMNITY..................................................................................   139

   Section 8.01    Indemnity............................................................................   139
   Section 8.02    Holders' Indemnity...................................................................   140

ARTICLE IX MODIFICATION.................................................................................   140

   Section 9.01    Modification with Consent of Holders and the Policy Provider.........................   140
   Section 9.02    Modification Without Consent of Holders or the Providers of Eligible Credit
                   Facilities or the Policy Provider....................................................   141
   Section 9.03    Subordination and Priority of Payments...............................................   141
   Section 9.04    Execution of Amendments by Trustee...................................................   142
   Section 9.05    Conformity with Trust Indenture Act..................................................   142

ARTICLE X SUBORDINATION.................................................................................   142

   Section 10.01   Subordination of the Securities and Other Subordinated Obligations...................   142
   Section 10.02   Rights of Subrogation................................................................   143
   Section 10.03   Further Assurances of Subordinated Representatives...................................   143
   Section 10.04   Enforcement..........................................................................   143
   Section 10.05   Continued Effectiveness..............................................................   143
   Section 10.06   Senior Claims and Subordinated Claims Unimpaired.....................................   143
   Section 10.07   Ranking of the Guarantee.............................................................   144

ARTICLE XI GUARANTEE....................................................................................   144

   Section 11.01   Guarantee............................................................................   144
   Section 11.02   Reinstatement........................................................................   145
   Section 11.03   Unconditional Nature of Guarantee....................................................   145

ARTICLE XII DISCHARGE OF INDENTURE; DEFEASANCE..........................................................   146

   Section 12.01   Discharge of Liability on the Securities; Defeasance.................................   146
   Section 12.02   Conditions to Defeasance.............................................................   147
   Section 12.03   Application of Trust Money...........................................................   148
   Section 12.04   Repayment to Issuer..................................................................   149
   Section 12.05   Indemnity for Government Obligations and Corporate Obligations.......................   149
   Section 12.06   Reinstatement........................................................................   149

ARTICLE XIII MISCELLANEOUS..............................................................................   149

   Section 13.01   Right of Trustee to Perform..........................................................   149
   Section 13.02   Waiver...............................................................................   150
   Section 13.03   Severability.........................................................................   150
   Section 13.04   Restrictions on Exercise of Certain Rights...........................................   150
   Section 13.05   Notices..............................................................................   151
   Section 13.06   Assignments; Third Party Beneficiary.................................................   154
   Section 13.07   Currency Conversion..................................................................   154
   Section 13.08   Application to Court.................................................................   155



                                      -iii-





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   Section 13.09   Governing Law........................................................................   155
   Section 13.10   Jurisdiction.........................................................................   155
   Section 13.11   Counterparts.........................................................................   156
   Section 13.12   Table of Contents, Headings, Etc.....................................................   156
   Section 13.13   Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations......   156



                                      -iv-



                                    Schedules

Schedule 1  -   Initial Aircraft
Schedule 2  -   ACS Ireland Subsidiaries
Schedule 3  -   Minimum Target Principal Balance
Schedule 4  -   Note Pool Factors
Schedule 5  -   Extended Note Pool Factors
Schedule 6  -   Initial Leases - Current War Risk Coverage Amounts

                                  Exhibits

Exhibit A-1 -   Form of Class A Floating Rate Note
Exhibit A-2 -   Form of Class A Fixed Rate Note
Exhibit B   -   Form of Class E Security
Exhibit C   -   Concentration Limits
Exhibit D   -   Insurance Provisions
Exhibit E   -   Form of Monthly Report to Each Holder
Exhibit F   -   Core Lease Provisions
Exhibit G   -   Compliance Certificate


                                      -v-



          This TRUST INDENTURE, dated as of June 15, 2006 (this "Indenture"), is
made among ACS AIRCRAFT FINANCE IRELAND PLC, an Irish public limited liability
company (the "Issuer"), ACS AIRCRAFT FINANCE BERMUDA LIMITED, a Bermuda exempted
company (the "Guarantor"), DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity
as the Cash Manager, DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as
the person accepting appointment as the Trustee under this Indenture, CALYON, a
societe anonyme organized under the laws of France (the "Initial Credit Facility
Provider") and FINANCIAL GUARANTY INSURANCE COMPANY, a New York stock insurance
company (the "Policy Provider") and DEUTSCHE BANK TRUST COMPANY AMERICAS, in its
capacity as the Drawing Agent (the "Drawing Agent").

          The parties to this Indenture hereby agree as follows.

                                    ARTICLE I
                                   DEFINITIONS

     Section 1.01 Definitions. For purposes of this Indenture, the following
terms shall have the meanings indicated below:

          "Acceleration" means, with respect to the principal, interest and
other amounts payable in respect of the Securities, such amounts becoming
immediately due and payable by declaration or otherwise. "Accelerate,"
"Accelerated" and "Accelerating" have meanings correlative to the foregoing.

          "Acceleration Default" means any Event of Default of the type
described in Section 4.01(e) or 4.01(f) hereof.

          "Account" means any or, in its plural form, all of the accounts
established pursuant to Section 3.01(a) hereof and any ledger accounts and
ledger subaccounts maintained therein in accordance with this Indenture.

          "Accrual Period" means, as to each subclass of ACS Group Securities,
each of the following periods: the period commencing on (and including) the
relevant Closing Date and ending on (but excluding) the first Payment Date
thereafter and each successive period beginning on (and including) a Payment
Date and ending on (but excluding) the next succeeding Payment Date; provided
that the final Accrual Period with respect to any subclass of ACS Group
Securities shall end on but exclude the date such subclass of ACS Group
Securities is repaid in full. Account balances with respect to each Accrual
Period ending on a Payment Date shall be determined by reference to the balances
of funds on deposit in the Accounts as of the close of business on the
Calculation Date immediately preceding such Payment Date.

          "Accrued Senior Interest" means, with respect to the Certificates, as
of any date of determination, all amounts of accrued and unpaid interest on the
Certificates at the Stated Rate of Interest for the Certificates.



                                                                               2


          "Acquisition Agreements" means the Purchase Agreement and any
agreements pursuant to which Additional Aircraft (or related Aircraft Interest)
are acquired.

          "Acquisition Date" means, with respect to any Aircraft Interest (and
the ACS Group Aircraft subject to that Aircraft Interest), the Delivery Date
with respect to such ACS Group Aircraft.

          "ACS Bermuda Group" means, collectively, the Guarantor and each ACS
Bermuda Subsidiary.

          "ACS Bermuda Group Member" means the Guarantor or an ACS Bermuda
Subsidiary, as applicable.

          "ACS Bermuda Subsidiary" means each subsidiary of the Guarantor
(including each trust of which the Guarantor or another ACS Bermuda Subsidiary
is the holder of the beneficial interest) listed on Schedule 2 to the Guarantor
Indenture and any other subsidiary (including any such trust) of the Guarantor.

          "ACS Group" means, collectively, the ACS Ireland Group and the ACS
Bermuda Group.

          "ACS Group Acquisition Agreements" means, collectively, the
Acquisition Agreements and the Guarantor Acquisition Agreements.

          "ACS Group Additional Aircraft" means, collectively, the Additional
Aircraft and the Guarantor Additional Aircraft.

          "ACS Group Additional Securities" means, collectively, the Additional
Securities and the Guarantor Additional Securities.

          "ACS Group Aircraft" means, collectively, the Aircraft and the
Guarantor Aircraft.

          "ACS Group Aircraft Agreement" means an Aircraft Agreement or a
Guarantor Aircraft Agreement, as applicable.

          "ACS Group Aircraft Conversion" means an Aircraft Conversion or a
Guarantor Aircraft Conversion, as applicable.

          "ACS Group Class A Securities" means, collectively, the Class A
Securities and the Guarantor Class A Securities.

          "ACS Group Class A Security Portion" means, as of any date of
determination, a fraction the numerator of which is the Initial Outstanding
Balance of the ACS Group Initial Class A Securities and the denominator of which
is the aggregate Initial Appraised Values of all of the ACS Group Initial
Aircraft.



                                                                               3


          "ACS Group Conversion Payments" means, collectively, Conversion
Payments and Guarantor Conversion Payments.

          "ACS Group Fixed Rate Securities" means, collectively, the Fixed Rate
Securities and the Guarantor Fixed Rate Securities.

          "ACS Group Floating Rate Securities" means, collectively, the Floating
Rate Securities and the Guarantor Floating Rate Securities.

          "ACS Group Initial Aircraft" means, collectively, the Initial Aircraft
and the Guarantor Initial Aircraft.

          "ACS Group Initial Class A Securities" means, collectively, the
Initial Class A Securities and the Guarantor Class A Securities.

          "ACS Group Initial Leases" means, collectively, the Initial Leases and
the Guarantor Initial Leases

          "ACS Group Initial Securities" means, collectively, the Initial
Securities and the Guarantor Initial Securities.

          "ACS Group Leases" means, collectively, the Leases and the Guarantor
Leases.

          "ACS Group Members" means, collectively, the ACS Bermuda Group Members
and the ACS Ireland Group Members.

          "ACS Group Modification Payments" means, collectively, Modification
Payments and Guarantor Modification Payments.

          "ACS Group Portfolio" means, as of any date of determination, all ACS
Group Aircraft owned by the ACS Group as of such date.

          "ACS Group Purchase Agreements" means, collectively, the Purchase
Agreement and the Guarantor Purchase Agreement.

          "ACS Group Redemption Date" means a Redemption Date or a Guarantor
Redemption Date, as applicable.

          "ACS Group Refinancing" means a Refinancing or a Guarantor
Refinancing, as applicable.

          "ACS Group Refinancing Expenses" means, collectively, Refinancing
Expenses and Guarantor Refinancing Expenses.

          "ACS Group Refinancing Securities" means, collectively, the
Refinancing Securities and the Guarantor Refinancing Securities.

          "ACS Group Securities" means, collectively, the Securities and the
Guarantor Securities.



                                                                               4


          "ACS Group Subclass A-1 Securities" means, collectively, the Subclass
A-1 Securities and the Guarantor Subclass A-1 Securities.

          "ACS Group Subsidiaries" means, collectively, the ACS Bermuda
Subsidiaries and the ACS Ireland Subsidiaries.

          "ACS Ireland Group" means, collectively, the Issuer and each ACS
Ireland Subsidiary.

          "ACS Ireland Group Member" means the Issuer or an ACS Ireland
Subsidiary, as applicable.

          "ACS Ireland Subsidiary" means each subsidiary of the Issuer
(including each trust of which the Issuer or another ACS Ireland Subsidiary is
the holder of the beneficial interest) listed on Schedule 2 to this Indenture
and any other subsidiary (including any such trust) of the Issuer.

          "ACS Pass Through Trust" means the ACS 2006-1 Pass Through Trust
formed pursuant to the Pass Through Trust Agreement.

          "Act" has, with respect to any Holder, the meaning given to such term
in Section 1.04(a) hereof.

          "Additional Aircraft" means any aircraft and any related Engine
acquired by any ACS Ireland Group Member from a Seller or an Affiliate of a
Seller, from another ACS Group Member or (upon receipt of a Rating Agency
Confirmation with respect thereto) or from any other Person after the Initial
Closing Date (other than any Initial Aircraft, Remaining Aircraft or Substitute
Aircraft) (in any such case in accordance with the provisions hereof including
obtaining the prior written consent of the Policy Provider and the Initial
Credit Facility Provider) including any Aircraft acquired by way of a
contribution but excluding any such Aircraft after it has been sold or disposed
of by way of a completed Aircraft Sale.

          "Additional Issuance" has the meaning given to such term in Section
2.12 hereof.

          "Additional Lease" means, with respect to each Additional Aircraft,
each aircraft lease agreement, conditional sale agreement, hire purchase
agreement or other similar arrangement with respect to such Additional Aircraft
on the relevant Closing Date.

          "Additional Premium" has the meaning given to such term in the Policy
Fee Letter.

          "Additional Securities" means any Securities of any subclass of the
Class A Securities (other than the Subclass A-1 Securities issued as of the
Initial Closing Date) and the Class E Securities (other than the Subclass E-1
Securities issued as of the Initial Closing Date) issued pursuant to this
Indenture.



                                                                               5


          "Administrative Agency Agreement" means the Administrative Agency
Agreement dated as of the Initial Closing Date among the Administrative Agent,
the Trustees, the Security Trustee, the Issuers and the Policy Provider.

          "Administrative Agent" means the Person acting, at the time of
determination, in the capacity of the administrative agent of the Issuers and
the ACS Group Subsidiaries under the Administrative Agency Agreement or any
replacement agreement therefor. The initial Administrative Agent is Aircastle
Advisor LLC.

          "Affiliate" has the meaning given to such term in Section 5.02(b)
hereof.

          "Aggregate Minimum Principal Payment Amount" means, for any Payment
Date, the sum of (x) the aggregate unpaid Minimum Principal Payment Amount, if
any, with respect to the previous Payment Dates (less any Allocable Principal
Conversion Amounts transferred to the Aircraft Conversion Account in connection
with one or more Conversion Elections) plus (y) the Minimum Principal Payment
Amount for such Payment Date.

          "Agreed Currency" has the meaning given to such term in Section
13.07(a) hereof.

          "Agreed Value Payment" means a payment to be made by or on behalf of a
Lessee under an ACS Group Lease upon or following a Total Loss of an ACS Group
Aircraft with respect to such Total Loss.

          "Aircastle Entity" means, collectively, the Remarketing Servicers, the
Administrative Agent, the Irish Seller and any other Aircastle Related Entity
(other than any ACS Group Member).

          "Aircastle Related Entity" means Aircastle Limited, any Holder of the
Class E Securities or any Affiliate of any such Person.

          "Aircraft" means, collectively, the Initial Aircraft (or related
Aircraft Interest) and the Additional Aircraft (or related Aircraft Interest).

          "Aircraft Agreement" means any lease, sublease, conditional sale
agreement, finance leases, hire purchase agreement or other agreement (other
than an agreement relating to maintenance, modification or repairs) or any
purchase option granted to a Person (other than a Purchase Option granted to an
ACS Ireland Group Member) to purchase an Aircraft, in each case pursuant to
which any Person acquires or is entitled to acquire legal title, or the economic
benefits of ownership of, such Aircraft.

          "Aircraft Allocation Amount", with respect to each ACS Group Aircraft,
has the meaning given to such term in the applicable ACS Group Purchase
Agreement for such ACS Group Aircraft or, with respect to any ACS Group
Additional Aircraft, the meaning given to that or any comparable term in the
relevant ACS Group Acquisition Agreement for such ACS Group Additional Aircraft.



                                                                               6


          "Aircraft Assets Related Documents" means all ACS Group Leases and
related documents and other contracts and agreements including any side letters,
assignments of warranties or option agreements of ACS Group Members the terms of
which relate to or affect any of the ACS Group Aircraft.

          "Aircraft Conversion" has the meaning given to such term in Section
5.02(i) hereof.

          "Aircraft Conversion Account" has the meaning given to such term in
Section 3.01(a) hereof.

          "Aircraft Interest" means (a) the Ownership Interest or Guarantor
Ownership Interest in any Person, including without limitation a trust, that
owns an ACS Group Aircraft or (b) the Ownership Interest or Guarantor Ownership
Interest in any Person that holds, directly or indirectly, the interest referred
to in clause (a) above. The acquisition or disposition of all of the Aircraft
Interest with respect to an ACS Group Aircraft constitutes, respectively, the
acquisition or disposition of that ACS Group Aircraft.

          "Aircraft Purchase Account" has the meaning given to such term in
Section 3.01(a) hereof.

          "Aircraft Purchase Price", with respect to any ACS Group Initial
Aircraft, means the "Purchase Price" (as defined in the applicable Purchase
Agreement or the Guarantor Purchase Agreement, as applicable) for the entity
owning such ACS Group Initial Aircraft or, with respect to any ACS Group
Additional Aircraft, the meaning given to that or any comparable term in the ACS
Group Acquisition Agreement pursuant to which such ACS Group Aircraft is
acquired by an ACS Group Member.

          "Aircraft Sale" means any sale or other disposition of any ACS Group
Aircraft, including by reason of such ACS Group Aircraft suffering a Total Loss.

          "Allocable Equity Conversion Amount" means, for any Payment Date, with
respect to any ACS Group Aircraft Conversion, the difference, if positive,
between (A) the applicable ACS Group Conversion Payment and (B) the Allocable
Principal Conversion Amount for such ACS Group Conversion Payment.

          "Allocable Principal Conversion Amount" means, for any Payment Date,
with respect to any ACS Group Aircraft Conversion, the product of the ACS Group
Class A Security Portion and the applicable ACS Group Conversion Payment.

          "Allowed Restructuring" has the meaning given to such term in Section
5.02(e) hereof.

          "Annual Report" has the meaning given to such term in Section 2.15(a)
hereof.

          "Applicable Allocation Percentage" means, in the case of (i) the
Holders of the Class E Securities, a fraction, the numerator of which is the
aggregate Assumed Base Values of



                                                                               7


the ACS Group Aircraft owned by the ACS Ireland Group and the denominator of
which is the aggregate Assumed Base Values of the ACS Group Aircraft in the ACS
Group Portfolio and (ii) the Shareholders, a fraction, the numerator of which is
the aggregate Assumed Base Values of the ACS Group Aircraft owned by the ACS
Bermuda Group and the denominator of which is the aggregate Assumed Base Values
of the ACS Group Aircraft in the ACS Group Portfolio.

          "Applicable Aviation Authority" means, in relation to any Aircraft,
each governmental or regulatory authority that has responsibility for the
supervision of civil aviation and/or the registration and operations of civil
aircraft in the State of Registration of such Aircraft.

          "Applicable Governmental Program" has the meaning given to such term
in Exhibit D hereto.

          "Applicable Law" means, with respect to any Person, all laws, rules,
regulations and orders of governmental regulatory authorities applicable to such
Person, including, without limitation, the regulations of each Applicable
Aviation Authority applicable to such Person or the Aircraft owned or operated
by it or as to which it has a contractual responsibility.

          "Applicable Regulations" has the meaning given to such term in Section
13.13 hereof.

          "applicants" has the meaning given to such term in Section 6.14(b)
hereof.

          "Appraiser" means any independent appraiser that is a member of the
International Society of Transport Aircraft Trading or any similar organization.

          "Assumed Base Value" means, with respect to any Payment Date, for any
ACS Group Aircraft, the product of (a) the Initial Appraised Value of such ACS
Group Aircraft (or, in the case of any ACS Group Aircraft with respect to which
an ACS Group Aircraft Conversion has been completed, the sum of the Assumed Base
Value for such ACS Group Aircraft as of the Payment Date immediately succeeding
the completion of such ACS Group Aircraft Conversion (assuming such ACS Group
Aircraft Conversion shall not have occurred) plus the aggregate amount of the
Conversion Payments made in respect of such ACS Group Aircraft) and (b) the
quotient obtained by dividing the Depreciation Factor applicable to such ACS
Group Aircraft on the Calculation Date related to such Payment Date by the
Depreciation Factor applicable to such ACS Group Aircraft on the relevant
Closing Date (or, in the case of any ACS Group Aircraft with respect to which an
ACS Group Aircraft Conversion has been completed, on the Payment Date
immediately succeeding the completion of such ACS Group Aircraft Conversion).

          "Assumed Monthly Depreciation" means, with respect to any Payment Date
(a "Current Payment Date"), the sum of the amount, with respect to each ACS
Group Aircraft in the ACS Group Portfolio as of the Calculation Date preceding
the preceding Payment Date (a "Preceding Payment Date") (not including any ACS
Group Aircraft acquired by way of a contribution), obtained by subtracting (x)
the Assumed Base Value of such ACS Group Aircraft with respect to such Current
Payment Date from (y) the Assumed Base Value of such ACS Group Aircraft with
respect to such Preceding Payment Date (or if such Current Payment Date is the
initial Payment Date, the Initial Closing Date), provided that if an Aircraft
Sale or a Non-



                                                                               8


Delivery Event has occurred with respect to any such ACS Group Aircraft after
the Calculation Date preceding such Preceding Payment Date (or the Initial
Closing Date, as applicable), the Assumed Base Value for the purpose of such
calculation of such ACS Group Aircraft with respect to such Current Payment Date
shall be deemed to be zero.

          "Assumed Portfolio Value" means, with respect to any Payment Date and
for all ACS Group Aircraft in the ACS Group Portfolio (not including any ACS
Group Aircraft acquired by way of a contribution), the sum of the product of,
with respect to each ACS Group Aircraft in the ACS Group Portfolio on the
Calculation Date preceding such Payment Date, (a) the Initial Appraised Value of
such ACS Group Aircraft and (b) the quotient obtained by dividing the
Depreciation Factor applicable to such ACS Group Aircraft on such Calculation
Date by the Depreciation Factor applicable to such ACS Group Aircraft on the
relevant Closing Date.

          "Authorized Agent" means, with respect to the Securities of any
subclass, any authorized Paying Agent or Registrar for the Securities of such
subclass.

          "Available Amount" means, as of any date of determination, an amount
equal to the Initial Credit Facility Amount less the aggregate amount of the
Credit Facility Drawings theretofore made by the Initial Credit Facility
Provider under the Initial Credit Facility, prior to such date, which has not
been reimbursed as of such date; provided that, following a Downgrade Drawing, a
Non-Extension Drawing or a Final Drawing, the Available Amount shall be zero.

          "Available Collections" means, as of any Calculation Date, amounts on
deposit in the Collections Account. The Available Collections with respect to
any payment to be made therefrom shall be determined after giving effect to all
payments, if any, having priority to such payment under Section 3.08 hereof.

          "Available Holder Amount" has the meaning given to such term in
Section 3.06(h) hereof.

          "Available Minimum Principal Amount" has the meaning given to such
term in Section 3.06(g) hereof.

          "Avoidance Drawing" has the meaning given to such term in Section
3.14(e) hereof.

          "Avoided Payment" means any amount paid or required to be paid in
respect of any Certificates to a holder of such Certificates which is avoided
under any applicable bankruptcy, insolvency, receivership or similar law in an
insolvency proceeding by or against the Issuer, the Guarantor, any ACS Group
Subsidiary, the Initial Credit Facility Provider or any other provider of an
Eligible Credit Facility and, as a result of such an avoidance event, the
Drawing Agent, the Pass Through Trustee or any holder of such Certificates is
required to return all or any portion of such avoided payment made or to be made
in respect of such Certificates (including any disgorgement from the holders of
the Certificates resulting from any insolvency proceeding, whether such
disgorgement is determined on a theory of preferential conveyance or otherwise).



                                                                               9


          "Back-Up Remarketing Servicer" means the Person acting, at the time of
determination, in the capacity of the back-up remarketing servicer of the ACS
Group under the Back-Up Remarketing Services Agreement or any replacement
agreement therefor. The initial Back-Up Remarketing Servicer is International
Lease Finance Corporation.

          "Back-Up Remarketing Services Agreement" means the Back-Up Remarketing
Services Agreement dated as of the Initial Closing Date among the Issuers, the
Back-Up Remarketing Servicer, the Administrative Agent and the Policy Provider.

          "Base Value" means the value of an ACS Group Aircraft in an open,
unrestricted, stable market environment with a reasonable balance of supply and
demand, and with full consideration of the ACS Group Aircraft's "highest and
best use", presuming an arm's-length, cash transaction between willing, able and
knowledgeable parties, acting prudently, with an absence of duress and with a
reasonable period of time available for marketing, adjusted to account for the
maintenance status of such ACS Group Aircraft (with such assumptions as to use
since the last reported status as may be reasonably stated in the appraisal
setting forth such Base Value).

          "Basic Terms Modification" has the meaning given to such term in
Section 9.01 hereof.

          "Bermudian Remarketing Servicer" means the Person acting, at the time
of determination, in the capacity of the remarketing servicer under the
Bermudian Remarketing Services Agreement. When the Bermudian Remarketing
Services Agreement or the Back-Up Remarketing Services Agreement provides that
the Back-Up Remarking Agent is to perform all or any part of the services called
for by the Bermudian Remarketing Services Agreement in place of the Bermudian
Remarketing Servicer, the terms "Bermudian Remarketing Servicer" and "Bermudian
Remarketing Services Agreement" mean, as to such services, the Back-Up
Remarketing Servicer and the Back-Up Remarketing Services Agreement. The initial
Bermudian Remarketing Servicer is Aircastle Advisor LLC.

          "Bermudian Remarketing Services Agreement" means the Remarketing
Services Agreement dated as of the Initial Closing Date among the Bermudian
Remarketing Servicer, the Issuer, the Guarantor, the Policy Provider and the
Administrative Agent.

          "Bermudian Secretarial Services Provider" means the Person acting, at
the time of determination, in the capacity of the local administrator of the
Guarantor under the local administration agreement with the Guarantor dated as
of the Initial Closing Date (or any successor agreement). The initial Bermudian
Secretarial Services Provider is Codan Services Limited.

          "Bermudian Sellers" means, collectively, Aircastle Investment Holdings
Limited, Aircastle Investment Holdings 2 Limited, Aircastle Bermuda Holding II
Limited, Aircastle Bermuda Holding III Limited, Aircastle Bermuda Holding IV
Limited, Aircastle Bermuda Holding V Limited, Aircastle Bermuda Holding VI
Limited, Aircastle Bermuda Holding IX Limited, ABH 10 Limited and ABH 11 Limited
and "Bermudian Seller" means any one of the foregoing.



                                                                              10


          "Board" means the board of directors of the Issuer.

          "Board Resolution" means a copy of a resolution certified as having
been duly adopted by the Board and being in full force and effect on the date of
such certification.

          "Business Day" means (i) a day on which commercial banks and foreign
exchange markets are open in New York, New York, and, with respect to the
determination or payment of interest on any Floating Rate Security, a day on
which U.S. dollar deposits may be dealt in on the London inter-bank market and,
with respect to payments to or withdrawals from the Non-Trustee Accounts, a day
on which the financial institution at which such account is located is open for
business or (ii) solely with respect to drawings under the Policy, any date
other than a Saturday, a Sunday or a day on which (a) the fiscal agent under
such Policy, at its office specified in the Policy, (b) the Policy Provider, at
its office specified in such Policy, (c) commercial banking institutions in the
cities in which the corporate trust office of the Trustee or (d) insurance
companies in New York, New York are, in any such case, required or authorized by
law or executive order to close; provided that, to the extent action is required
of the Irish Paying Agent, Dublin, Ireland will also be considered in
determining "Business Day" for purposes of determining when such Irish Security
Paying Agent action is required.

          "Calculation Date" means the sixth Business Day immediately preceding
a Payment Date.

          "Cash Collateral Account" means the Senior Cash Collateral Account and
each other Eligible Credit Facility account established as an Account pursuant
to Section 3.01(a) hereof. Neither the Issuer nor the Guarantor shall be deemed
a provider of an Eligible Credit Facility with respect to any Cash Collateral
Account.

          "Cash Management Agreement" means the Cash Management Agreement dated
as of the Initial Closing Date among the Cash Manager, the Trustees, the
Security Trustee and the Issuers.

          "Cash Management Services" means the services described in Section
2.01(a) of the Cash Management Agreement.

          "Cash Manager" means the Person acting, at the time of determination,
in the capacity of the cash manager under the Cash Management Agreement. The
initial Cash Manager is Deutsche Bank Trust Company Americas.

          "Certificate Account" means the account in the name of the Pass
Through Trustee at the Operating Bank with respect to the Certificates.

          "Certificates Purchase Agreement" means the Certificates Purchase
Agreement dated as of June 1, 2006 among the Issuers, Aircastle Limited and
Citigroup Global Markets Inc., on behalf of the Initial Purchasers.

          "Certificates" means the Class G-1 Floating Rate Asset Backed
Certificates Series 2006-1 issued by the ACS Pass Through Trust in the aggregate
initial face amount of



                                                                              11


$560,000,000, including any certificates issued in replacement or substitution
therefor and any refinancing certificate issued to refinance any such
Certificate, in each case pari passu in order of payment priority with the
Certificates.

          "Charitable Trust" means the charitable trust established under the
laws of Ireland which owns 100% of the issued shares of the Irish Parent.

          "Charitable Trust Dividend" means, if the Administrative Agent has
notified the Cash Manager that an annual dividend has been declared by the
Board, $1,500 per annum.

          "Charitable Trustee" means the trustee of the Charitable Trust.

          "Class A Note Target Price" means, as of any date of determination
thereof and with respect to any Aircraft (not including any Aircraft acquired by
way of a contribution), an amount equal to the product of the Designated
Percentage with respect to such Aircraft and the then (determined after the
intended application of Available Collections (but without taking into account
any Net Sale Proceeds from the Aircaft Sale of such Aircraft) as of the next
succeeding Payment Date) Pool Balance of the Certificates.

          "Class A Securities" means, collectively, all Securities designated as
a subclass of Class A, including the Initial Securities so designated
(consisting of the Subclass A-1 Securities issued as of the Initial Closing
Date), all Additional Securities, if any, so designated and all Refinancing
Securities, if any, so designated, in each case, pursuant to this Indenture.

          "Class E Securities" means, collectively, all Securities designated as
a subclass of Class E, including the Initial Securities so designated
(consisting of the Subclass E-1 Securities issued as of the Initial Closing
Date), all Additional Securities, if any, so designated and all Refinancing
Securities, if any, so designated.

          "Clearstream" means Clearstream Banking, societe anonyme, Luxembourg.

          "Closing Date" means in the case of (a) the ACS Group Initial
Securities and the ACS Group Initial Aircraft, the Initial Closing Date or, in
the case of Class E Securities issued in connection with a delivery of the
Remaining Aircraft and the Remaining Aircraft, the applicable Acquisition Date,
(b) any ACS Group Refinancing Securities or ACS Group Additional Securities, the
relevant date of issuance of such ACS Group Securities and (c) any ACS Group
Additional Aircraft, the date of issuance of the ACS Group Additional Securities
issued to finance the acquisition of such ACS Group Additional Aircraft.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Collateral" has the meaning given to such term in the Security Trust
Agreement.

          "Collections" means without duplication (a) Rental Payments and all
other amounts received by any ACS Group Member pursuant to any ACS Group Lease
or Related Collateral Document, (b) amounts transferred from any Cash Collateral
Account to the Collections Account pursuant to Section 3.01(p) hereof, (c)
amounts received in respect of claims for damages or claims in respect of any
breach of contract, (d) amounts received by an



                                                                              12


ACS Group Member in connection with any Aircraft Sale or otherwise received
under any ACS Group Aircraft Agreement, including sale proceeds, Total Loss
Proceeds, Agreed Value Payments, proceeds of Repossession Insurance, Requisition
Compensation and all Partial Loss Proceeds, less, in each case, any expenses
payable by such ACS Group Member to any Person that is not an ACS Group Member
in connection therewith, (e) amounts received by any ACS Group Member from
insurance with respect to any ACS Group Aircraft, (f) any amounts transferred
from a Lessee Funded Account or from the Security Deposit Account into the
Collections Account in accordance with Section 3.07 hereof, (g) any Hedge
Payments, (h) the proceeds of any Investments of the funds in the Accounts
(except (i) to the extent that any such proceeds are required to be paid over to
any Lessee under an ACS Group Lease or (ii) the proceeds of any Investments of
the funds in the Aircraft Purchase Accounts, the Initial Liquidity Payment
Account, or the Credit Facility Reserve Account), (i) any amounts transferred
from the Aircraft Purchase Account into the Collections Account in accordance
with Section 3.04(g) hereof, (j) any amounts received by an ACS Group Member
under an ACS Group Acquisition Agreement, including any loss proceeds and other
amounts under the ACS Group Purchase Agreements, and (k) any other amounts
received by any ACS Group Member (including any amounts received from any other
ACS Group Member, whether by way of distribution, dividend, repayment of a loan
or otherwise, and any proceeds received in connection with any Allowed
Restructuring under this Indenture and the Guarantor Indenture (as defined
herein and therein)); provided that Collections shall not include (i) payments
under the Policy, (ii) Segregated Funds transferred to a Lessee Funded Account,
(iii) security deposits under any ACS Group Lease that are not Segregated Funds
transferred to the Security Deposit Account, (iv) amounts deposited in the
Defeasance/Redemption Account or the Refinancing Account in connection with a
Redemption hereunder or a Guarantor Redemption (which shall not include, for the
avoidance of doubt, any amounts that are amounts described under clauses (a)
through (k) above), (v) amounts received in connection with a Refinancing
hereunder or a Guarantor Refinancing under the Guarantor Indenture, (vi) except
as provided above with respect to any amounts transferred therefrom to the
Collections Account, amounts in any Cash Collateral Account and any Aircraft
Purchase Account, (vii) amounts to be paid to any Person not an ACS Group Member
or expenses incurred in connection with the receipt of any Collections or
amounts otherwise not to be included as Collections pursuant to any Related
Document, in each case subject to the restrictions set forth in this Indenture
and the Guarantor Indenture, and (viii) payments under the Initial Credit
Facility.

          "Collections Account" has the meaning given to such term in Section
3.01(a) hereof.

          "Commission" means the U.S. Securities and Exchange Commission.

          "Company" has the meaning given to such term in the Purchase
Agreement.

          "Concentration Default" means an Event of Default under Section
5.03(a) hereof which would arise if effect were given to any sale, transfer or
other disposition or any purchase or other acquisition pursuant to an Aircraft
Agreement as of the date of such Aircraft Agreement regardless of whether such
sale, transfer or other disposition or purchase or other acquisition is
scheduled or expected to occur after the date of such Aircraft Agreement.



                                                                              13


          "Concentration Limits" has the meaning given to such term in Section
5.03(a) hereof.

          "Contribution Amounts" has the meaning give to such term in Section
3.15 hereof.

          "Control" has the meaning given to such term in Section 5.02(b)
hereof. "Controlled" and "Controlling" have meanings correlative to the
foregoing.

          "Controlling Party" means, at any time of determination, the Policy
Provider until such time as the Covered Class A Securities and the Policy
Provider Obligations have been paid or repaid in full except that if a Policy
Provider Default has occurred and is continuing, the Controlling Party shall be
the Senior Trustee; provided, however, that, for the Initial Credit Facility
and, for any other Eligible Credit Facility, if and only if so provided in the
Board Resolution and Guarantor Board Resolution providing for such Eligible
Credit Facility, at any time from and including the date that is no earlier than
30 months from the earlier to occur of (a) the date on which the entire amount
available under such Eligible Credit Facility shall have been drawn (except as a
result of (i) a Downgrade Drawing or (ii) a Non-Extension Drawing, in each case
not applied to pay expenses, hedge payments or interest in accordance with the
terms hereof) and remain unreimbursed and (b) the date on which the Securities
shall have been Accelerated, the provider of such Eligible Credit Facility shall
have the right to elect, by Written Notice to the Trustee and the Policy
Provider, to become the Controlling Party (in place of the Policy Provider or
the Senior Trustee, as applicable) thereafter (subject to the next succeeding
proviso) but only for so long as any Credit Facility Obligations due to such
provider remain unpaid; provided further that if, notwithstanding the foregoing,
within 15 Business Days after its receipt of any such Written Notice from such
provider of such Eligible Credit Facility (which notice may be given on or after
the 15th Business Day prior to the end of such 30-month period) the Policy
Provider pays to such provider of such Eligible Credit Facility all outstanding
Credit Facility Obligations owing to such provider of such Eligible Credit
Facility in respect of its Eligible Credit Facility, and interest accrued
thereon to such date, the Policy Provider (if it otherwise would have been the
Controlling Party) shall remain the Controlling Party so long as no Policy
Provider Default has occurred and is continuing. At any time after such 30-month
period, if a Policy Provider Default has occurred and is continuing and the
provider of such Eligible Credit Facility does not elect to be the Controlling
Party or if no Credit Facility Obligations remain outstanding, then the Senior
Trustee shall continue to be the Controlling Party.

          "Conversion Agreement" means any agreement entered into from time to
time between the Issuer or Guarantor (or their respective agents) and any
maintenance facility with respect to the conversion of an ACS Group Aircraft to
a freighter or mixed-use aircraft.

          "Conversion Election" has the meaning given to such term in Section
3.06(h) hereof.

          "Conversion Payment" has the meaning given to such term in Section
5.02(i) hereof.



                                                                              14


          "Core Lease Provisions" has the meaning given to such term in Section
5.03(e) hereof.

          "Corporate Obligations" has the meaning given to such term in Section
12.02(a) hereof.

          "Corporate Trust Office" means, with respect to the Trustee for each
subclass of Securities, the office of such Trustee at which at any particular
time its corporate trust business shall be principally administered. The initial
Corporate Trust Office is 60 Wall St., New York, NY 10006, Attention: Structured
Finance Services/Trust & Securities Services, Facsimile No.: (212) 553-2459.

          "Costs" means liabilities, obligations, damages, judgments,
settlements, penalties, claims, actions, suits, costs, expenses and
disbursements (including, without limitation, reasonable fees and disbursements
of legal counsel and costs of investigation).

          "Covenant Defeasance" has the meaning given to such term in Section
12.01(b) hereof.

          "Covered Class A Securities" means the ACS Group Subclass A-1
Securities issued on the Initial Closing Date and any other subclass of ACS
Group Class A Securities for which the corresponding class of Certificates is
supported by a financial guaranty insurance policy issued by the Policy
Provider.

          "Credit Facility Advance Obligations" means all Credit Facility
Obligations other than Credit Facility Expenses.

          "Credit Facility Drawing" has the meaning given to such term in
Section 3.12(a) hereof.

          "Credit Facility Event of Default" has the meaning given to such term
in the Initial Credit Facility.

          "Credit Facility Expenses" means all Credit Facility Obligations other
than (i) the principal amounts under, or the principal amount of any drawings
under, any Eligible Credit Facility, (ii) interest accrued on Credit Facility
Obligations and (iii) Special Indemnity Payments to the Initial Credit Facility
Provider.

          "Credit Facility Interest Class A Shortfall" has the meaning given to
such term in Section 3.06(f) hereof.

          "Credit Facility Obligations" means all principal, interest, fees and
other amounts (including expenses, indemnity payments or costs incurred by the
providers of Eligible Credit Facilities) owing to the providers of Eligible
Credit Facilities.

          "Credit Facility Reserve Account" has the meaning given to such term
in Section 3.01(a) hereof.



                                                                              15


          "Current War Risk Coverage Amount" has the meaning given to such term
in Exhibit D hereto.

          "Default" means a condition, event or act that, with the giving of
notice or the lapse of time or both, would constitute an Event of Default.

          "Default Notice" means a notice given pursuant to Section 4.02 hereof,
declaring all outstanding principal of, and accrued and unpaid interest on the
Securities to be immediately due and payable.

          "Defeasance/Redemption Account" has the meaning given to such term in
Section 3.01(a) hereof.

          "Deficiency Drawing" has the meaning given to such term in Section
3.14(b) hereof.

          "Deficiency Shortfall" means has the meaning given to such term in
Section 3.06(i)(ii) hereof.

          "Delivery" means, with respect to any ACS Group Initial Aircraft, the
transfer of the beneficial interest or shares of the ACS Group Member that has
title to such ACS Group Aircraft in accordance with the Purchase Agreement or
the Guarantor Purchase Agreement, as applicable, and, with respect to any ACS
Group Additional Aircraft, the meaning given to such term or any comparable term
in any other ACS Group Acquisition Agreement. The term "Deliver" or "Delivered"
used as verbs have a correlative meaning.

          "Delivery Date" means, with respect to any ACS Group Aircraft, the
date on which Delivery therefor occurs in accordance with the Purchase Agreement
or the Guarantor Purchase Agreement, as applicable, or that or any comparable
term in any other ACS Group Acquisition Agreement.

          "Delivery Expiry Date" means, as to the ACS Group Initial Aircraft,
the meaning given to such term in the Purchase Agreement or the Guarantor
Purchase Agreement, as applicable, or, as to any ACS Group Additional Aircraft,
the meaning given to that or any comparable term in any other ACS Group
Acquisition Agreement.

          "Depreciation Factor" means (a) with respect to each ACS Group Initial
Aircraft on any date of determination, if positive, [1-((1-R)/L)xA]x(1+I)(A/12),
where "R" equals the assumed residual percentage of 0.10 for widebody and
classics airframes and 0.12 for all other airframe types, "L" equals the
Expected Useful Life of such ACS Group Aircraft expressed in months (25 years,
or, in the case of (i) any ACS Group Aircraft that undergoes an ACS Group
Aircraft Conversion, 30 years or (ii) the four B737-330QCs and the A310-300F
Aircraft, 30 years), "A" equals the current age of such ACS Group Aircraft
expressed in months and "I" equals 0.02; provided that, with respect to each ACS
Group Additional Aircraft (not including any ACS Group Additional Aircraft
acquired by way of a contribution), the Depreciation Factor will be determined
by the Directors of the Issuer or the Guarantor, as applicable, in connection
with the issuance of the relevant ACS Group Additional Securities funding the
acquisition of



                                                                              16


such ACS Group Additional Aircraft (subject to the consent of the Policy
Provider, the Initial Credit Facility Provider and receipt of a Rating Agency
Confirmation).

          "Designated Percentage" means, as of any date of determination
thereof, and with respect to any ACS Group Aircraft, the percentage obtained by
dividing the then most recent Assumed Base Value of such ACS Group Aircraft by
the then most recent Assumed Portfolio Value.

          "Developed Markets" has the meaning determined, from time to time, in
accordance with Note (3) to Exhibit C hereof.

          "Direction" has the meaning given to such term in Section 1.04(c)
hereof.

          "Director" means a member of the board of directors of the Issuer.

          "Distribution Date" has the meaning given to such term in the Pass
Through Trust Agreement.

          "Downgrade Drawing" has the meaning given to such term in Section
3.12(c) hereof.

          "Downgrade Event" has the meaning given to such term in the Initial
Credit Facility.

          "Drawing Agent" has the meaning given to such term in the preamble
hereof, or any successor thereto, as drawing agent appointed under the Pass
Through Trust Agreement.

          "DSCR" means, as of any Calculation Date, the amount obtained by
dividing (a) the amount of DSCR Available Cash as of such Calculation Date by
(b) the sum of (i) the DSCR Aggregate Interest Amount for the related Payment
Date and (ii) the DSCR Aggregate Minimum Principal Amount for such Payment Date.

          "DSCR Aggregate Interest Amount" means, with respect to any Payment
Date, the sum of (a) the Interest Amount on the ACS Group Class A Securities for
such Payment Date plus the net amounts payable (or minus the net amounts
receivable) under any Hedge Agreement on such Payment Date (whether or not
actually paid or received on such Payment Date) and (b) (without duplication)
the aggregate Interest Amount on the ACS Group Class A Securities for the
previous five Payment Dates plus the net amounts payable (or minus the net
amounts receivable) under any Hedge Agreement on the related Payment Date
(whether or not actually paid or received on such Payment Date).

          "DSCR Aggregate Minimum Principal Amount" means, with respect to any
Payment Date, the sum of (a) the Minimum Principal Payment Amount for such
Payment Date and (b) (without duplication) the aggregate Minimum Principal
Payment Amount for the previous five Payment Dates.

          "DSCR Available Cash" means, as of any Calculation Date, an amount
equal to the difference between (a) the sum of the aggregate Rental Payments
(not including any



                                                                              17


maintenance reserves which may be Rental Payments) actually received by the ACS
Group during the six-month period ending on such Calculation Date and (b) the
sum of the aggregate Re-leasing Expenses incurred by the ACS Group during the
six-month period ending on such Calculation Date.

          "DSCR Failure" means the occurrence on two consecutive Payment Dates,
each occurring after the 34th month after the Initial Closing Date, of the
amount of DSCR for each such Payment Date equaling less than 1.70.

          "Eligibility Requirements" has the meaning given to such term in
Section 2.03(b) hereof.

          "Eligible Account" means (a) a segregated trust account or demand
deposit account maintained on the books and records of an Eligible Institution
in the name of the Security Trustee as a Securities Account under, and as
defined in, the Security Trust Agreement (except with respect to any demand
deposit account, which shall not be a Securities Account), (b) a deposit or
other account maintained on the books and records of an Eligible Institution in
the name of an ACS Ireland Group Member as a Non-Trustee Account, in compliance
with the terms of the Security Trust Agreement and (c) the Irish VAT Refund
Account and the Irish Rental Account.

          "Eligible Credit Facility" means (a) the Initial Credit Facility, (b)
any credit agreement, letter of credit, guarantee, credit or liquidity
enhancement facility or other credit facility provided by, or guaranteed by a
further such credit facility provided by, an Eligible Provider in favor of any
ACS Group Member and that is, in any such case, subject to the lien of the
Security Trust Agreement and designated by a Board Resolution and Guarantor
Board Resolution as an Eligible Credit Facility or (c) any Account established
for the purpose of providing like credit or liquidity support and designated by
a Board Resolution and Guarantor Board Resolution as an Eligible Credit
Facility.

          "Eligible Institution" means (a) Deutsche Bank Trust Company Americas
in its capacity as the Operating Bank in respect of any Eligible Account, so
long as it (i) has either (A) a long-term unsecured debt rating of A or better
by Standard & Poor's or A2 or better by Moody's or (B) a short-term unsecured
debt rating of A-1 by Standard & Poor's and P-1 by Moody's and (ii) can act as a
securities intermediary under the New York Uniform Commercial Code; (b) any
Irish Bank in respect of the Irish VAT Refund Account or other bank not
organized under the laws of the United States of America or any state thereof or
the District of Columbia (or any branch of a foreign bank licensed under any
such laws) so long as it has either (i) a long-term unsecured debt rating of A
or better by Standard & Poor's or A2 or better by Moody's or (ii) a short-term
unsecured debt rating of A-1+ by Standard & Poor's and P-1 by Moody's; and (c)
any bank organized under the laws of the United States of America or any state
thereof, or the District of Columbia (or any branch of a foreign bank licensed
under any such laws) appointed as the Operating Bank in respect of any Eligible
Account, so long as it (i) has either (A) a long-term unsecured debt rating of
AA or better by Standard & Poor's or Aa2 or better by Moody's by each Rating
Agency or (B) a short-term unsecured debt rating of A-l+ by Standard & Poor's
and P-1 by Moody's and (ii) can act as a securities intermediary under the New
York Uniform Commercial Code, including a Person providing an Eligible Credit
Facility



                                                                              18


so long as such Person shall otherwise so qualify and shall have waived all
rights of set-off and counterclaim with respect to the account to be maintained
as an Eligible Account.

          "Eligible Provider" means a Person whose short-term unsecured debt is
rated A-1+ by Standard & Poor's and P-1 by Moody's or is otherwise designated as
an Eligible Provider by the Board and Guarantor Board subject to the prior
written consent of the Policy Provider and receipt of a Rating Agency
Confirmation.

          "Encumbrance" has the meaning given to such term in Section 5.02(b)
hereof.

          "Engine" means each engine installed (or constituting a spare for an
engine installed) on any ACS Group Aircraft, including any engine replacing a
previously installed engine under the relevant ACS Group Lease, and any and all
Parts incorporated in, installed on or attached to any such engine.

          "Euroclear" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear System.

          "Event of Default" has the meaning, with respect to a class of
Securities, given to such term in Section 4.01 hereof.

          "Excess Policy Rate" has the meaning given to such term in the Policy
Provider Agreement.

          "Exchange Act" means the U.S. Securities Exchange Act of 1934.

          "Expected Final Payment Date" means with respect to (a) the ACS Group
Subclass A-1 Securities, June 15, 2011; (b) the Subclass E-1 Securities, June
15, 2011; and (c) any ACS Group Refinancing Securities or ACS Group Additional
Securities, the Expected Final Payment Date, if any, established by or pursuant
to a Board Resolution, or Guarantor Board Resolution, as applicable, or in any
indenture supplemental hereto or to the Guarantor Indenture, as applicable,
providing for the issuance of such ACS Group Securities or specified in the form
of such ACS Group Securities.

          "Expected Useful Life" means, with respect to each ACS Group Initial
Aircraft, 25 years or, in the case of (i) any ACS Group Aircraft that undergoes
an ACS Group Aircraft Conversion, 30 years or (ii) the four B737-330QCs and the
A310-300F Aircraft, 30 years, and, with respect to any ACS Group Additional
Aircraft (not including any ACS Group Additional Aircraft acquired by way of a
contribution), the "Expected Useful Life" established by or pursuant to a Board
Resolution or Guarantor Board Resolution, as applicable, or in any indenture
supplemental hereto or to the Guarantor Indenture providing for the issuance of
ACS Group Additional Securities to fund the acquisition of such ACS Group
Additional Aircraft or ACS Group Aircraft Conversion (subject to the consent of
the Policy Provider, the Initial Credit Facility Provider and receipt of a
Rating Agency Confirmation, in the case of the issuance of the ACS Group
Additional Securities).

          "Expense Account" has the meaning given to such term in Section
3.01(a) hereof.



                                                                              19


          "Expenses" means, collectively, any Taxes, fees, costs or expenses
Incurred by an ACS Group Member in the course of the business activities
permitted under Section 5.02(e) hereof, including, without limitation, any fees,
expenses and indemnification amounts of, or owing to, any Service Provider, any
Director, any Guarantor Director, any Authorized Agent, the Charitable Trustee,
the Pass Through Trustee, any Lessee (including any amounts required to be
transferred or reimbursed to such Lessee in accordance with the applicable ACS
Group Lease or Related Collateral Documents), any Credit Facility Expenses
(other than any Special Indemnity Payments), any Policy Expenses, and (subject
to a limit of 2% of the average monthly Rental Payments with respect to the
relevant ACS Group Aircraft (or other amount approved by a Board Resolution or
Guarantor Board Resolution, as applicable, with receipt of a Rating Agency
Confirmation and the prior written consent of the Policy Provider with respect
thereto) with respect to each ACS Group Subsidiary entitled thereto) the
shortfall between Rental Payments received by or on behalf of such ACS Group
Subsidiary in respect of an ACS Group Lease of an ACS Group Aircraft and the
amount payable by such ACS Group Subsidiary, as head lease rent with respect of
such ACS Group Aircraft, to another ACS Group Member; provided, however, that,
except as expressly provided herein, Expenses shall not include any amount
payable on the ACS Group Securities, under any Hedge Agreement, any Policy
Premium or any interest accrued on any Policy Premium, any Special Indemnity
Payment or Credit Facility Advance Obligations.

          "Extended Note Pool Factor" means, with respect to each subclass of
Class A Securities, the "Extended Note Pool Factor" set forth in Schedule 5
hereto with respect to such subclass of Securities, as the same may be adjusted
or, with respect to any new subclass of Securities, as may be determined in
accordance with Section 3.11 hereof.

          "Extension Amount" has the meaning given to such term in Section 3.09
hereof.

          "Final Amount" has the meaning given to such term in Section
3.06(i)(iv) hereof.

          "Final Drawing" has the meaning given to such term in Section 3.12(i)
hereof.

          "Final Maturity Date" means (a) with respect to the ACS Group Initial
Securities, the fourth Business Day prior to the Legal Final Distribution Date
and (b) with respect to any ACS Group Refinancing Securities or ACS Group
Additional Securities, the date, if any, specified in the form of such ACS Group
Securities.

          "Final Order" means in respect of an Avoided Payment, a final,
nonappealable order of a court exercising jurisdiction in an insolvency
proceeding by or against the Issuer, the Guarantor, any ACS Group Member, the
Initial Credit Facility Provider or any other provider of an Eligible Credit
Facility.

          "Final Policy Election" has the meaning given to such term in Section
3.14(c) hereof.

          "Fixed Rate Securities" means any Refinancing Securities or Additional
Securities issued with a fixed rate of interest.



                                                                              20


          "Floating Rate Securities" means any Securities constituting Initial
Securities and any Refinancing Securities or Additional Securities issued with a
floating or variable rate of interest.

          "Future Lease" means, with respect to each Aircraft, any aircraft
lease agreement as may be in effect at any time after the relevant Closing Date
between an ACS Ireland Group Member and a Person not an ACS Ireland Group Member
(as lessee or purchaser), in each case other than any Initial Lease or
Additional Lease; provided that if, under any sub-leasing arrangement with
respect to an Aircraft, the lessor thereof agrees to receive payments or
collateral directly from, or is to make payments directly to, the sub-lessee in
any such case to the exclusion of the related Lessee, then the relevant
sub-lease shall constitute the "Lease", and the sub-lessee shall constitute the
related "Lessee" with respect to such Aircraft, but only to the extent of the
provisions of such sub-lease agreement relevant to such payments and collateral
and to the extent agreed by the relevant lessor.

          "Governmental Authority" means any Federal, state, municipal, national
or other government (whether foreign or domestic and including the European
Union) or governmental department, commission, board, bureau, court, agency or
instrumentality or political subdivision thereof or any entity or officer
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to any government or any court, in each case whether
associated with a state or local government of the U.S., the U.S., or a foreign
entity or foreign government.

          "guarantee" has the meaning given to such term in Section 5.02(f)
hereof.

          "Guarantee" has the meaning given to such term in Section 11.01
hereof.

          "Guaranteed Obligations" has the meaning given to such term in Section
11.01 hereof.

          "Guaranteed Parties" has the meaning given to such term in Section
11.01 hereof.

          "Guarantor" has the meaning given to such term in the preamble hereof.

          "Guarantor Acquisition Agreements" means the Guarantor Purchase
Agreement and any agreements pursuant to which Guarantor Additional Aircraft are
acquired.

          "Guarantor Additional Aircraft" means any aircraft and any related
Engine acquired by any ACS Bermuda Group Member from a Seller or an affiliate of
a Seller or (upon a receipt of a Rating Agency Confirmation with respect
thereto), from any other Person after the Initial Closing Date (other than any
Guarantor Initial Aircraft, Remaining Aircraft or Substitute Aircraft), in each
case in accordance with the provisions hereof including obtaining the prior
written consent of the Policy Provider other than in the case of any Guarantor
Aircraft acquired by way of a contribution, excluding any such Guarantor
Aircraft after it has been sold or disposed of by way of a completed Aircraft
Sale.

          "Guarantor Additional Lease" means, with respect to each Guarantor
Additional Aircraft, each aircraft lease agreement, conditional sale agreement,
hire purchase agreement or



                                                                              21


other similar arrangement with respect to such Guarantor Additional Aircraft on
the relevant Closing Date.

          "Guarantor Additional Securities" means any Guarantor Securities of
any subclass of the Guarantor Class A Securities (other than the Guarantor
Initial Class A Securities) issued pursuant to the Guarantor Indenture.

          "Guarantor Aircraft" means the Guarantor Initial Aircraft and the
Guarantor Additional Aircraft.

          "Guarantor Aircraft Agreement" means any lease, sublease, conditional
sale agreement, finances lease, hire purchase agreement or other agreement
(other than an agreement relating to maintenance, modification or repairs) or
any purchase option (other than a Purchase Option granted to an ACS Bermuda
Group Member) to purchase a Guarantor Aircraft, in each case pursuant to which
any Person acquires or is entitled to acquire legal title to, or the economic
benefits of ownership of, such Guarantor Aircraft.

          "Guarantor Aircraft Conversion" has the meaning given to "Aircraft
Conversion" in Section 5.02(i) of the Guarantor Indenture.

          "Guarantor Board" means the board of directors of the Guarantor.

          "Guarantor Board Resolution" means a copy of a resolution certified as
having been duly adopted by the Guarantor Board and being in full force and
effect on the date of such certification.

          "Guarantor Class A Securities" means, collectively, all Guarantor
Securities designated as a subclass of Class A, including the Guarantor Initial
Securities so designated (consisting of the Guarantor Subclass A-1 Securities
issued as of the Initial Closing Date), all Guarantor Additional Securities, if
any, so designated and, all Guarantor Refinancing Securities, if any, so
designated, in each case, pursuant to this Indenture.

          "Guarantor Conversion Payments" has the meaning given to "Conversion
Payments" in Section 5.02(i) of the Guarantor Indenture.

          "Guarantor Director" means a member of the board of directors of the
Guarantor.

          "Guarantor Fixed Rate Securities" means any Guarantor Refinancing
Securities or Guarantor Additional Securities issued with a fixed rate of
interest.

          "Guarantor Floating Rate Securities" means any Securities constituting
Initial Securities and any Guarantor Refinancing Securities or Guarantor
Additional Securities issued with a floating or variable rate of interest.

          "Guarantor Future Lease" means, with respect to each Guarantor
Aircraft, any aircraft lease agreement as may be in effect at any time after the
relevant Closing Date between an ACS Bermuda Group Member and a Person not an
ACS Bermuda Group Member (as lessee or purchaser), in each case other than any
Guarantor Initial Lease or Guarantor Additional Lease;



                                                                              22


provided that if, under any sub-leasing arrangement with respect to a Guarantor
Aircraft, the lessor thereof agrees to receive payments or collateral directly
from, or is to make payments directly to, the sub-lessee in any such case to the
exclusion of the related Lessee, then the relevant sub-lease shall constitute
the "Guarantor Lease", and the sub-lessee shall constitute the related "Lessee"
with respect to such Guarantor Aircraft, but only to the extent of the
provisions of such sub-lease agreement relevant to such payments and collateral
and to the extent agreed by the relevant lessor.

          "Guarantor Indenture" means the trust indenture dated as of the
Initial Closing Date among the Guarantor as issuer of the Guarantor Securities
issued thereunder, the Issuer, as guarantor of the Guarantor Securities issued
thereunder, Deutsche Bank Trust Company Americas as the Cash Manager, Deutsche
Bank Trust Company Americas as the trustee thereunder and Drawing Agent, Calyon
as Initial Credit Facility Provider and Financial Guaranty Insurance Company as
Policy Provider.

          "Guarantor Initial Aircraft" means each of the aircraft identified in
Schedule 1 to the Guarantor Indenture (including any related Engines and Parts
and any Remaining Aircraft) and any Substitute Aircraft, excluding any such
aircraft (or related Aircraft Interest) sold or disposed of by way of a
completed Aircraft Sale and any Remaining Aircraft for which a Substitute
Aircraft is Delivered.

          "Guarantor Initial Class A Securities" means the Guarantor Subclass
A-1 Securities issued on the Initial Closing Date pursuant to the Guarantor
Indenture.

          "Guarantor Initial Lease" means, with respect to each Guarantor
Initial Aircraft, each aircraft lease agreement, conditional sale agreement,
hire purchase agreement or other similar arrangement subject to a written
agreement with respect to such Guarantor Initial Aircraft in existence as of the
date of this Indenture that is listed in Schedule 7 to the Guarantor Purchase
Agreement or with respect to any Substitute Aircraft, each aircraft lease
agreement, conditional sale agreement, hire purchase agreement or other similar
arrangement subject to a written agreement with respect to such Substitute
Aircraft in existence as of the relevant Acquisition Date with respect to such
Substitute Aircraft, as such agreement or arrangement may be amended, modified,
extended, supplemented, assigned or novated from time to time.

          "Guarantor Initial Securities" means the Guarantor Initial Class A
Securities.

          "Guarantor Leases" means the Guarantor Initial Leases, the Guarantor
Future Leases and the Guarantor Additional Leases.

          "Guarantor Modification Payments" has the meaning given to
"Modification Payments" in Section 5.02(i) of the Guarantor Indenture.

          "Guarantor Securities" means the Guarantor Initial Securities, all
Guarantor Additional Securities, if any, all Guarantor Refinancing Securities,
if any, and all Guarantor Securities, if any, issued in replacement or
substitution of a Guarantor Security pursuant to the Guarantor Indenture.



                                                                              23


          "Guarantor Ownership Interest" has the meaning given to "Ownership
Interest" in Section 5.02(b) of the Guarantor Indenture.

          "Guarantor Purchase Agreement" means the Purchase Agreement dated as
of June 15, 2006 between the Bermudian Sellers and the Guarantor.

          "Guarantor Redemption" has the meaning given to "Redemption" in
Section 3.10(c) of the Guarantor Indenture.

          "Guarantor Redemption Date" means the date, which shall in each case
be a Payment Date, on which Guarantor Securities are redeemed pursuant to
Section 3.10 of the Guarantor Indenture.

          "Guarantor Redemption Price" has the meaning given to "Redemption
Price" in the Guarantor Indenture.

          "Guarantor Refinancing" has the meaning given to "Refinancing" in
Section 2.10 of the Guarantor Indenture.

          "Guarantor Refinancing Expenses" means all out-of-pocket costs and
expenses Incurred in connection with an offering and issuance of Guarantor
Refinancing Securities.

          "Guarantor Refinancing Securities" means any subclass of Guarantor
Securities issued by the Guarantor under the Guarantor Indenture at any time and
from time to time after the date thereof, in a Guarantor Refinancing under
Section 2.10 of the Guarantor Indenture.

          "Guarantor Securities" means the Guarantor Initial Securities, all
Guarantor Additional Securities, if any, all Guarantor Refinancing Securities,
if any, and all Guarantor Securities, if any, issued in replacement or
substitution of a Guarantor Security, in each case, pursuant to the Guarantor
Indenture.

          "Guarantor Subclass A-1 Securities" means the Guarantor Initial
Securities that are designated "Subclass A-1 Securities" under the Guarantor
Indenture, all Guarantor Additional Securities, if any, so designated, all
Guarantor Refinancing Securities, if any, so designated and all Guarantor
Securities, if any, issued in replacement or substitution therefor.

          "Guarantor Trustee" means, with respect to each subclass of Guarantor
Securities the Person appointed, at the time of determination, as the trustee of
such subclass of Guarantor Securities in accordance with the Guarantor
Indenture. The initial Guarantor Trustee is Deutsche Bank Trust Company
Americas.

          "Hedge Agreement" means any interest rate or currency hedge, swap,
cap, floor, Swaption, or other interest rate or currency hedging agreement
between the applicable ACS Group Member and any Hedge Provider existing on the
Initial Closing Date (including the Initial Hedge Agreements) or entered into in
accordance with Section 5.02(e)(iv) hereof.



                                                                              24


          "Hedge Breakage Costs" means any amounts payable by any ACS Group
Member to a Hedge Provider as a result of any early termination (however
described or defined therein) of any Hedge Agreement.

          "Hedge Guarantee" has the meaning given to such term in any Hedge
Agreement.

          "Hedge Overview Services Agreement" means the Hedge Overview Services
Agreement dated as of the Initial Closing Date among the Hedge Services Provider
and the Issuers.

          "Hedge Provider" means any counterparty to any ACS Group Member under
any Hedge Agreement.

          "Hedge Payment" means a net payment to be made by a Hedge Provider
into the Collections Account under a Hedge Agreement and includes any such
payment made by a guarantor under any related Hedge Guarantee or any termination
payment received from any counterparty to a Hedge Agreement.

          "Hedge Services Provider" means the Person acting, at the time of
determination, in the capacity of the hedge services provider under the Hedge
Overview Services Agreement. The initial Hedge Services Provider will be
Citibank Canada.

          "Holder" means any Person in whose name (a) a Class A Security or
Class E Security is registered from time to time in the Register for such
Securities or (b) a Guarantor Class A Security is registered from time to time
in the Register (as defined in the Guarantor Indenture) for such Guarantor
Securities.

          "Holder Conversion Election" has the meaning given to such term in
Section 3.06(h) hereof.

          "Incur" has the meaning given to such term in Section 5.02(f) hereof.

          "Indebtedness" means, with respect to any Person at any date of
determination (without duplication), (a) all indebtedness of such Person for
borrowed money, (b) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (c) all obligations of such
Person in respect of letters of credit or other similar instruments (including
reimbursement obligations with respect thereto), (d) all the obligations of such
Person to pay the deferred and unpaid purchase price of property or services,
which purchase price is due more than six months after the date of purchasing
such property or service or taking delivery and title thereto or the completion
of such services, and payment deferrals arranged primarily as a method of
raising finance or financing the acquisition of such property or service, (e)
all obligations of such Person under a lease of (or other agreement conveying
the right to use) any property (whether real, personal or mixed) that is
required to be classified and accounted for as a capital lease obligation under
U.S. GAAP, (f) all Indebtedness of other Persons secured by a lien on any asset
of such Person, whether or not such Indebtedness is assumed by such Person, and
(g) all Indebtedness of other Persons guaranteed by such Person.

          "Indenture" has the meaning given to such term in the preamble hereof.



                                                                              25


          "Independent Director" means a Person that is not at the time of its
appointment or at any time when such Person is serving as an Independent
Director and has not been for the five years prior to its appointment as an
Independent Director (i) an employee, officer, director, consultant, customer or
supplier, or the beneficial holder (directly or indirectly) of more than 5% of
any Ownership Interest, of any Aircastle Related Entity; provided, however, that
any such Person may serve as a trustee, manager or director of another special
purpose vehicle that is an Affiliate of the Issuer or Aircastle Limited, or (ii)
a spouse of, or Person related to (but not more remote than first cousins), a
Person referred to at (i) above.

          "Initial Aircraft" means each of the aircraft identified in Schedule 1
hereto (including any related Engines and Parts and any Remaining Aircraft) and
any Substitute Aircraft, excluding any such aircraft (or related Aircraft
Interest) sold or disposed of by way of a completed Aircraft Sale and any
Remaining Aircraft for which a Substitute Aircraft is Delivered or for which the
Aircraft Interest for such Remaining Aircraft is not Delivered by the Delivery
Expiry Date to the Issuer.

          "Initial Appraisal Dates" means the dates as of which the Initial
Appraisers calculated the Base Value of each ACS Group Initial Aircraft, which
date in the case of BK Associates, Inc. is as of October 2005, in the case of
Airclaims Limited is as of November 2005 (except with respect to four ACS Group
Aircraft, which appraisals are as of December 2005) and in the case of Aircraft
Information Services, Inc. is as of November 2005.

          "Initial Appraised Value" means (a) in the case of each ACS Group
Initial Aircraft (other than a Substitute Aircraft), the lessor of the mean and
the median of the appraisals by each of the Initial Appraisers of the Base Value
of such ACS Group Initial Aircraft as of the Initial Appraisal Dates, (b) in the
case of any Substitute Aircraft, the average of the appraisals by each of the
Initial Appraisers of the Base Value of such ACS Group Initial Aircraft as of a
date not more than six months prior to the date of the delivery of such ACS
Group Initial Aircraft and (c) in the case of any ACS Group Additional Aircraft,
the average of the appraisals by each of the Appraisers of the Base Value of
such ACS Group Additional Aircraft as of a date not more than six months prior
to the Closing Date for the issuance of the relevant ACS Group Additional
Securities.

          "Initial Appraisers" means Aircraft Information Services, Inc., BK
Associates, Inc. and Airclaims Limited.

          "Initial Class A Securities" means the Subclass A-1 Securities issued
on the Initial Closing Date.

          "Initial Class E Securities" means the Subclass E-1 Securities issued
on the Initial Closing Date.

          "Initial Closing Date" means June 15, 2006.

          "Initial Credit Facility" means the revolving credit agreement dated
as of the Initial Closing Date among the Initial Credit Facility Provider, the
Issuer, the Guarantor and the Cash Manager, as amended, supplemented or
otherwise modified from time to time in



                                                                              26


accordance with its terms and as so replaced and so designated pursuant to
Section 3.12(e)(iii) hereof.

          "Initial Credit Facility Amount" means $42,000,000.

          "Initial Credit Facility Non-Consent Event" means the occurrence of
the following: (i) the termination of the Initial Credit Facility and (ii) the
payment of all Credit Facility Obligations owed to the Initial Credit Facility
Provider in full.

          "Initial Credit Facility Provider" means Calyon or any provider of an
Eligible Credit Facility so designated by a Board Resolution and a Guarantor
Board Resolution.

          "Initial Expenses" means Expenses related to the issuance of the ACS
Group Initial Securities and the acquisition of the ACS Group Initial Aircraft
(other than Expenses related to the acquisition of the Remaining Aircraft
incurred after the Initial Closing Date).

          "Initial Hedge Agreements" means the series of monthly forward
contracts under the ISDA Master Agreement dated as of June 1, 2006 between the
Issuer and Citibank Canada.

          "Initial Lease" means, with respect to each Initial Aircraft, each
aircraft lease agreement, conditional sale agreement, hire purchase agreement or
other similar arrangement subject to a written agreement with respect to such
Initial Aircraft that is in existence as of the date of this Indenture listed in
Schedule 7 to the Purchase Agreement or with respect to any Substitute Aircraft
, each aircraft lease agreement, conditional sale agreement, hire purchase
agreement or other similar arrangement subject to a written agreement with
respect to such Substitute Aircraft in existence as of the relevant Acquisition
Date with respect to such Substitute Aircraft, as such agreement or arrangement
may be amended, modified, extended, supplemented, assigned or novated from time
to time.

          "Initial Liquidity Payment Account" has the meaning given to such term
in Section 3.01(a) hereof.

          "Initial Outstanding Balance" means, with respect to any subclass of
ACS Group Securities the initial Outstanding Principal Balance thereof on the
date of issuance of such ACS Group Securities.

          "Initial Purchasers" means Citigroup Global Markets Inc., Bear,
Stearns & Co. Inc. and J.P. Morgan Securities Inc.

          "Initial Reserved Cash" means, with respect to the Senior Cash
Collateral Account, $0.

          "Initial Securities" means the Initial Class A Securities and the
Initial Class E Securities.

          "Insolvency Proceeding" means any proceeding of the type referred to
in Section 4.01(e) or (f) hereof in respect of the Issuer.



                                                                              27


          "Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.

          "Insured Minimum Principal Payment Amount" means, with respect to the
Regular Distribution Date following each Calculation Date occuring on or after
the date that is 24 months after the date of an Event of Default under Section
4.01(a) or Section 4.01(b) hereof or an Acceleration of the Securities, the
excess, if any, of (a) the Pool Balance of the Certificates as of such Regular
Distribution Date over (b) the Minimum Target Principal Balance of the ACS Group
Subclass A-1 Securities on the Payment Date that preceded such Regular
Distribution Date by 24 months.

          "Intercompany Loan" has the meaning given to such term in Section
5.02(f)(vi) hereof.

          "Interest Amount" means, with respect to each subclass of ACS Group
Securities (other than any subclass of Class E Securities), on any Payment Date,
(a) the amount of interest accrued and unpaid to such Payment Date at the Stated
Rate of Interest with respect to such subclass of ACS Group Securities for the
Accrual Period ending on such Payment Date (and for any accrued and unpaid
interest for any other Accrual Period, at the Stated Rate of Interest for such
period), determined in accordance with the terms of such subclass of ACS Group
Securities, plus (b) interest at the rate specified in clause (a) above on any
Interest Amount due but not paid on any prior Payment Date.

          "Interest Drawing" has the meaning given to such term in Section
3.14(a) hereof.

          "Interest Shortfall" means has the meaning given to such term in
Section 3.06(i)(i) hereof.

          "Investment" has the meaning given to such term in Section 5.02(c)
hereof.

          "Investment Earnings" means investment earnings on funds on deposit in
any Account net of losses and investment expenses of the Cash Manager in making
such investments.

          "Irish Account Charge" has the meaning given to such term in Section
3.01(a) hereof.

          "Irish Bank" means any bank duly authorized under the laws of Ireland.

          "Irish Parent" means Tormina Holding Limited, a holding company
incorporated under the laws of Ireland which beneficially owns 95% of the issued
shares of the Issuer.

          "Irish Paying Agent" has the meaning given to such term in Section
2.03 hereof. The initial Irish Paying Agent shall be Deutsche International
Corporate Services (Ireland) Limited.

          "Irish Remarketing Servicer" means the Person acting, at the time of
determination, in the capacity of the remarketing servicer under the Irish
Remarketing Services



                                                                              28


Agreement. When the Irish Remarketing Services Agreement or the Back-Up
Remarketing Services Agreement provides that the Back-Up Remarking Agent is to
perform all or any part of the services called for by the Irish Remarketing
Services Agreement in place of the Irish Remarketing Servicer, the terms "Irish
Remarketing Servicer" and "Irish Remarketing Services Agreement" mean, as to
such services, the Back-Up Remarketing Servicer and the Back-Up Remarketing
Services Agreement. The initial Irish Remarketing Servicer is Aircastle Advisor
(Ireland) Limited.

          "Irish Remarketing Servicer's Pro Forma Lease" has the meaning given
to such term in Section 5.03(e) hereof.

          "Irish Remarketing Services Agreement" means the Remarketing Services
Agreement dated as of the Initial Closing Date among the Irish Remarketing
Servicer, the Issuer, the Guarantor, the Policy Provider and the Administrative
Agent.

          "Irish Rental Account" has the meaning given to such term in Section
3.01(a) hereof.

          "Irish Secretarial Services Provider" means the Person providing, at
the time of determination, secretarial services to the Issuer under the
secretarial services letter with the Issuer dated as of the Initial Closing Date
(or any successor agreement). The initial Irish Secretarial Services Provider is
Goodbody Secretarial Limited.

          "Irish Seller" means Aircastle Ireland No. 1 Limited.

          "Irish VAT Refund Account" has the meaning given to such term in
Section 3.01(a) hereof.

          "Issuer" has the meaning given to such term in the preamble hereof.

          "Issuers" means, collectively, the Issuer and the Guarantor (in its
capacity as issuer under the Guarantor Indenture).

          "Leases" means the Initial Leases, the Future Leases and the
Additional Leases.

          "Legal Defeasance" has the meaning given to such term in Section
12.01(b) hereof.

          "Legal Final Distribution Date" has the meaning given to such term in
the Pass Through Trust Agreement.

          "Lessee" means each Person who is the lessee of an ACS Group Aircraft
from time to time leased from an ACS Group Member pursuant to an ACS Group
Lease.

          "Lessee Funded Account" has the meaning given to such term in Section
3.01(a) hereof.



                                                                              29


          "LIBOR" means the London interbank offered rate for one month U.S.
dollar deposits, determined pursuant to the Reference Agency Agreement, or such
other interest rate so denominated, with respect to any ACS Group Additional
Securities or ACS Group Refinancing Securities, in an indenture supplemental
hereto and to the Guarantor Indenture for any such ACS Group Securities or in
the form thereof.

          "Listing Agent" means A&L Listing Limited.

          "Material Hedge Agreement Terms" means events of default, termination
events, additional termination events, subordinated hedge payment provisions,
Policy Provider step-in rights, Policy Provider consent rights to amendments,
assignments and transfers, provisions relating to the obligation of the Hedge
Provider to any ACS Group Member to post collateral, find a replacement
counterparty or take other remedial action upon a downgrade in its credit rating
(together with the associated ratings thresholds) and a provision stating that
the Policy Provider is an intended third-party beneficiary.

          "Maximum Commitment" has the meaning given to such term in the Initial
Credit Facility.

          "Minimum Principal Payment Amount" means, with respect to any subclass
of ACS Group Class A Securities, as of any Payment Date, the product of (i) the
ACS Group Class A Security Portion for such Payment Date and (ii) the Assumed
Monthly Depreciation for such Payment Date.

          "Minimum Principal Shortfall" has the meaning given to such term in
Section 3.06(i)(iii) hereof.

          "Minimum Target Principal Balance" means, with respect to the ACS
Group Class A Securities on any Payment Date, the amount set forth in Schedule 3
to this Indenture and set forth in Schedule 3 to the Guarantor Indenture for
such Payment Date, subject to the following adjustment.

If any ACS Group Initial Aircraft ceases to be owned by the ACS Group before the
end of the useful life of such ACS Group Initial Aircraft, the Minimum Target
Principal Balance for each Payment Date occurring after the Calculation Date
next succeeding the date of such cessation will be adjusted to be equal to: (x)
if such Payment Date occurs on or before the fifth anniversary of the Initial
Closing Date, the Assumed Portfolio Value for such Payment Date multiplied by
the ACS Group Class A Security Portion or (y) if such Payment Date occurs after
the fifth anniversary of the Initial Closing Date, the sum for all ACS Group
Initial Aircraft then owned by the ACS Group of the product of (1) the Assumed
Base Value of each such ACS Group Initial Aircraft for such Payment Date, (2)
the ACS Group Class A Security Portion and (3) a fraction (a) the numerator of
which shall be equal to the remaining Expected Useful Life in months of such ACS
Group Aircraft as of such Payment Date and (b) the denominator of which shall be
equal to the remaining Expected Useful Life of such ACS Group Aircraft in months
as of the fifth anniversary of the Initial Closing Date, provided that in no
event the Minimum Target Principal Balance for any Payment Date shall be less
than zero.



                                                                              30


If any ACS Group Initial Aircraft has undergone a conversion, the Minimum Target
Principal Balance for each Payment Date occurring after the Calculation Date
next succeeding the later of the fifth anniversary of the Initial Closing Date
or the date of the completion of such conversion will be adjusted to be equal to
the sum for all ACS Group Initial Aircraft then owned by the ACS Group of the
product of (1) the Assumed Base Value of each such ACS Group Initial Aircraft
for such Payment Date, (2) the ACS Group Class A Security Portion and (3) a
fraction (a) the numerator of which shall be equal to the remaining Expected
Useful Life in months of such ACS Group Aircraft as of such Payment Date and (b)
the denominator of which shall be equal to the remaining Expected Useful Life of
such ACS Group Aircraft in months as of the fifth anniversary of the Initial
Closing Date (for the purpose of this clause (b), the Expected Useful Life of
such ACS Group Aircraft will be deemed to have been extended by 60 months as of
such fifth anniversary), provided that in no event the Minimum Target Principal
Balance for any Payment Date shall be less than zero.

          "Modification Payment" has the meaning given to such term in Section
5.02(i) hereof.

          "Monthly Report" has the meaning given to such term in Section 2.15(a)
hereof.

          "Moody's" means Moody's Investors Service, Inc.

          "Net Sale Proceeds" means, with respect to any sale or other
disposition of any assets, the aggregate amount of cash received or to be
received from time to time (whether as initial or deferred consideration) by or
on behalf of the seller in connection with such transaction after deducting
therefrom (without duplication) (a) reasonable and customary brokerage
commissions and other similar fees and commissions (including fees received by
the Irish Remarketing Servicer under the Irish Remarketing Services Agreement)
and (b) the amount of Taxes payable in connection with or as a result of such
transaction, in each case to the extent, but only to the extent, that the
amounts so deducted are, at the time of receipt of such cash, actually paid to a
Person that is not an Affiliate of the seller and are properly attributable to
such transaction or to the asset that is the subject thereof.

          "No Proceeds Drawing" has the meaning given to such term in Section
3.14(c) hereof.

          "Non-Delivery Event" has the meaning given to such term in Section
3.05(c) hereof.

          "Non-Extension Drawing" has the meaning given to such term in Section
3.12(d) hereof.

          "Non-Extended Facility" has the meaning given to such term in Section
3.12(d) hereof.

          "Non-Performance Period" has the meaning given to such term in Section
3.14(c) hereof.



                                                                              31


          "Non-Significant Subsidiary" means a direct or indirect subsidiary of
the Issuer or Guarantor with respect to which an order or decree described in
Section 4.01(e) has been entered or an event described in Section 4.01(f) has
occurred if, as of the date of the entry of such order or decree or of such
event, as the case may be, such subsidiary, together with all of the
subsidiaries of the Issuer or the Guarantor, as applicable, that have been and
continue to be subject to such order or decree or event, as the case may be,
since the Initial Closing Date, own or lease ACS Group Aircraft having an
aggregate Assumed Base Value of less than 10% of the Assumed Portfolio Value as
of such applicable date of such order or decree or event.

          "Non-Trustee Account" has the meaning given to such term in Section
3.01(g) hereof.

          "Note Pool Factor" means, with respect to each subclass of Class A
Securities on any Payment Date, the "Note Pool Factor" for such Payment Date set
forth in Schedule 4 hereto as the same may be adjusted or, with respect to any
new subclass of Securities, as may be determined in accordance with Section 3.11
hereof.

          "Note Target Price" means, in respect of any Aircraft (not including
any Aircraft acquired by way of a contribution), an amount equal to the product
of (i) the Designated Percentage with respect to such Aircraft and (ii) the sum
of (A) the then Outstanding Principal Balance of the ACS Group Class A
Securities, (B) any accrued but unpaid interest on the ACS Group Class A
Securities, (C) any related Hedge Breakage Costs, (D) any Policy Premium and
Policy Expenses then due and payable to the Policy Provider and (E) any Credit
Facility Expenses then due and payable to the Initial Credit Facility Provider.

          "Notice of Avoided Payment" has the meaning given to such term in the
Policy.

          "Notice of Nonpayment" has the meaning given to such term in the
Policy.

          "Notices" has the meaning given to such term in Section 13.05 hereof.

          "Novations" has the meaning given to such term in the Policy Provider
Agreement.

          "Obligations" means the Secured Obligations and the payments to be
made to either Issuer or any Holder of a Class E Security or Shareholder under
Section 3.08 hereof.

          "Officer's Certificate" means a certificate signed by, with respect to
the Issuer, any Director and, with respect to any other Person, any authorized
officer, director, trustee or equivalent representative.

          "Operating Bank" means the Person acting, at the time of
determination, as the Operating Bank under the Security Trust Agreement. The
initial Operating Bank is Deutsche Bank Trust Company Americas.

          "Opinion of Counsel" means a written opinion signed by legal counsel,
who may be an employee of or counsel to the Issuer, that meets the requirements
of Section 1.03 hereof.



                                                                              32


          "Optional Redemption" means a Redemption of Securities pursuant to
Section 3.10(a) hereof.

          "Outstanding" means (a) with respect to the ACS Group Securities, of
any class or subclass at any time, all ACS Group Securities of such class or
subclass theretofore authenticated and delivered by the Trustee or the Guarantor
Trustee, as applicable, except (i) any such ACS Group Securities cancelled by,
or delivered for cancellation to, the Trustee or the Guarantor Trustee, as
applicable, (ii) any such ACS Group Securities, or portions thereof, for the
payment of principal of and accrued and unpaid interest on which moneys have
been deposited in the applicable Securities Account or distributed to Holders by
the Trustee and the Guarantor Trustee and any such ACS Group Securities, or
portions thereof, for the payment or redemption of which moneys in the necessary
amount have been deposited in the Defeasance/Redemption Account; provided that
if such ACS Group Securities are to be redeemed prior to the maturity thereof in
accordance with the requirements of Section 3.10(a) or 3.10(b) hereof or of the
Guarantor Indenture, as applicable, notice of such redemption shall have been
given as provided in Section 3.10(c) hereof or of the Guarantor Indenture, or
provision satisfactory to the Trustee or Guarantor Trustee, as applicable, shall
have been made for giving such notice, and (iii) any such ACS Group Securities
in exchange or substitution for which other ACS Group Securities, as the case
may be, have been authenticated and delivered, or which have been paid pursuant
to the terms of this Indenture or the Guarantor Indenture, as applicable,
(unless proof satisfactory to the Trustee or the Guarantor Trustee, if
applicable, is presented that any of such ACS Group Securities is held by a
Person in whose hands such ACS Group Security is a legal, valid and binding
obligation of the Issuer or the Guarantor, as applicable); and (b) when used
with respect to any evidence of indebtedness other than any ACS Group Securities
means, at any time, any principal amount thereof then unpaid and outstanding
(whether or not due or payable).

          "Outstanding Balance" has the meaning given to such term in Section
3.14(c) hereof.

          "Outstanding Principal Balance" means, with respect to any ACS Group
Securities, the total principal amount evidenced by such ACS Group Securities
unpaid and outstanding at any time as determined in accordance with Section 3.06
hereof and Section 3.06 of the Guarantor Indenture.

          "Ownership Interest" has the meaning given to such term in Section
5.02(b) hereof.

          "Part" means any part, component, appliance, accessory, instrument or
other item of equipment (other than any Engine) installed in or attached to (or
constituting a spare for any such item installed in or attached to) any ACS
Group Aircraft (other than any Engine).

          "Partial Loss" means, with respect to any ACS Group Aircraft, any
event or occurrence of loss, damage, destruction or the like which is not a
Total Loss.

          "Partial Loss Proceeds" means, with respect to any ACS Group Aircraft,
the total proceeds of the insurance or reinsurance (other than in respect of
liability insurance) paid in respect of any Partial Loss to any ACS Group
Member.



                                                                              33


          "Pass Through Trust Agreement" means the pass through trust agreement
dated as of June 15, 2006 among the Pass Through Trustee and the Issuers, and a
supplement thereto dated as of June 15, 2006 with respect to the ACS Pass
Through Trust and any further supplements thereto (with respect to additional
pass through trusts that may be formed in the future).

          "Pass Through Trustee" means Wilmington Trust Company.

          "Paying Agent" has the meaning given to such term in Section 2.03
hereof.

          "Payment Date" means the 15th day of each month, commencing on July
15, 2006; provided that (a) if any Payment Date would otherwise fall on a day
that is not a Business Day, such Payment Date shall be the first following day
that is a Business Day and (b) the Payment Date in June 2031 shall be the fourth
Business Day prior to the Legal Final Distribution Date.

          "Permitted Account Investments" means, in each case (except with
regard to clause (f) hereof), book-entry securities, negotiable instruments or
securities in bearer or registered form that evidence:

          (a) direct obligations of, and obligations fully guaranteed as to
timely payment by, the United States of America (having original maturities of
no more than 365 days, or such lesser time as is required for the distribution
of funds);

          (b) demand deposits, time deposits or certificates of deposit of the
Operating Bank or of depository institutions or trust companies organized under
the laws of the United States of America or any state thereof, or the District
of Columbia (or any domestic branch of a foreign bank) (i) having original
maturities of no more than 365 days, or such lesser time as is required for the
distribution of funds; provided that at the time of Investment or contractual
commitment to invest therein, the short-term debt rating of such depository
institution or trust company shall be at least A-1 by Standard & Poor's, P-1 by
Moody's or (ii) having maturities of more than 365 days and, at the time of the
Investment or contractual commitment to invest therein, a rating of AA by
Standard & Poor's and Aa2 by Moody's; provided that, during any applicable
period, not more than 20% of the Issuers' aggregate Permitted Account
Investments may be made in investments described under this clause (b);

          (c) corporate or municipal debt obligations (including, without
limitation, commercial paper) (i) having remaining maturities of no more than
365 days, or such lesser time as is required for the distribution of funds,
having, at the time of the Investment or contractual commitment to invest
therein, a rating of at least A-1+ or AA by Standard & Poor's and P-1 or Aa2 by
Moody's or (ii) having maturities of more than 365 days and, at the time of the
Investment or contractual commitment to invest therein, a rating of AA by
Standard & Poor's and Aa2 by Moody's;

          (d) Investments in money market funds (including funds in respect of
which the Trustee or any of its Affiliates is investment manager or advisor)
having a rating of at least AA by Standard & Poor's and Aa2 by Moody's; or



                                                                              34


          (e) notes or bankers' acceptances (having original maturities of no
more than 365 days, or such lesser time as is required for the distribution of
funds) issued by any depository institution or trust company referred to in (b)
above;

          provided, however, that no Investment shall be made in any obligations
of any depository institution or trust company which has a contractual right to
set off and apply any deposits held, and other indebtedness owing, by any ACS
Group Member to or for the credit or the account of such depository institution
or trust company; provided further that if, at any time, the rating of any of
the foregoing investments falls below "BBB" by Standard & Poor's or "Baa2" by
Moody's, such downgraded investment shall no longer constitute a "Permitted
Account Investment".

          "Permitted Accruals" has the meaning given to such term in Section
3.08(a) hereof and in Section 3.08(a) of the Guarantor Indenture.

          "Permitted Additional Aircraft Acquisition" has the meaning given to
such term in Section 5.02(h) hereof.

          "Permitted Encumbrance" has the meaning given to such term in Section
5.02(b) hereof.

          "Person" means any natural person, firm, corporation, limited
liability company, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any political subdivision
thereof or any other legal entity, including public bodies.

          "Pledged Beneficial Interest" has the meaning given to such term in
the Security Trust Agreement.

          "Pledged Debt" has the meaning given to such term in the Security
Trust Agreement.

          "Pledged Share" has the meaning given to such term in the Security
Trust Agreement.

          "Policy" means the Financial Guarantee Insurance Policy No. 06030066,
issued as of the Initial Closing Date by the Policy Provider, as amended,
supplemented or otherwise modified from time to time in accordance with its
terms.

          "Policy Drawing" means any payment of a claim under the Policy.

          "Policy Expenses" means all amounts (including, but not limited to,
all amounts in respect of fees, indemnities or costs and expenses incurred by
the Policy Provider, including, without limitation, in connection with the
enforcement, defense or preservation of any rights in respect of any of the
Related Documents) due to the Policy Provider under the Policy Provider
Agreement or any other Policy Provider Document other than (i) reimbursement of
any Policy Drawing, (ii) any Policy Premium and Policy Redemption Premium, if
any, (iii) any interest accrued on any Policy Drawings or any Policy Premium,
and (iv) reimbursement of and interest



                                                                              35


on any Credit Facility Advance Obligations in respect of any Eligible Credit
Facility paid by the Policy Provider to any provider of an Eligible Credit
Facility.

          "Policy Fee Letter" means the fee letter, dated as of June 15, 2006
from the Policy Provider to the Issuer, Guarantor, the Trustees and the Drawing
Agent setting forth the Policy Premium and certain other amounts payable in
respect of the Policy.

          "Policy Non-Consent Event" means the occurrence of (i) the payment of
the Certificates in full, (ii) the termination and surrender of the Policy to
the Policy Provider for cancellation and (iii) the payment of all Policy
Provider Obligations in full.

          "Policy Premium" has the meaning given to such term in the Policy Fee
Letter.

          "Policy Provider" means Financial Guaranty Insurance Company, a New
York stock insurance company.

          "Policy Provider Agreement" means the Insurance and Indemnity
Agreement, dated as of the date of issuance of the Certificates, among the
Drawing Agent, the Issuer, the Guarantor, the Trustee, the Guarantor Trustee,
the Pass Through Trustee and the Policy Provider.

          "Policy Provider Default" means the occurrence of any of the following
events: (a) the Policy Provider fails to make a payment required under the
Policy in accordance with its terms and such failure remains unremedied for two
Business Days following the delivery of Written Notice of such failure by the
Trustee, the Guarantor Trustee, Cash Manager, Operating Bank or the
Administrative Agent to the Policy Provider, or (b) the Policy Provider (i)
files any petition or commences any case or proceeding under any provisions of
any federal or state law relating to insolvency, bankruptcy, rehabilitation,
liquidation or reorganization, (ii) makes a general assignment for the benefit
of its creditors or (iii) has an order for relief entered against it under any
federal or state law relating to insolvency, bankruptcy, rehabilitation,
liquidation or reorganization that is final and nonappealable, or (c) a court of
competent jurisdiction, the New York Insurance Department or another competent
judicial or regulatory authority enters a final and nonappealable order,
judgment or decree (i) appointing a custodian, trustee, agent or receiver for
the Policy Provider or for all or any material portion of its property or (ii)
authorizing the taking of possession by a custodian, trustee, agent or receiver
of the Policy Provider (or taking of possession of all or any material portion
of the Policy Provider's property).

          "Policy Provider Documents" means the Policy, the Policy Fee Letter,
the Policy Provider Agreement and the Policy Provider Indemnification Agreement.

          "Policy Provider Indemnification Agreement" means the Indemnification
Agreement dated as of June 1, 2006 entered into among the Policy Provider, the
Issuer, the Guarantor and the Initial Purchasers.

          "Policy Provider Obligations" means all reimbursements and other
amounts, including without limitation, fees, expenses, interest and indemnities,
due to the Policy Provider hereunder, or under the Policy Provider Documents,
all such amounts to be paid only as



                                                                              36


expressly provided hereunder and without duplication whether by reason of any
rights of subrogation or otherwise.

          "Policy Redemption Premium" has the meaning given to such term in the
Policy Fee Letter.

          "Pool Balance" has the meaning given to such term in the Pass Through
Trust Agreement.

          "Precedent Lease" has the meaning given to such term in Section
5.03(e) hereof.

          "Primary Expenses" means all Expenses other than ACS Group
Modification Payments and ACS Group Refinancing Expenses.

          "Principal Conversion Election" has the meaning given to such term in
Section 3.06(g) hereof.

          "Prior Ranking Amounts" has the meaning given to such term in Section
3.08(a) hereof.

          "Private Placement Legend" means the legend initially set forth on the
Securities in the form set forth in Section 2.02(a) hereof.

          "Prohibited Countries" has the meaning determined, from time to time,
in accordance with Section 5.03(a) hereof.

          "Purchase Agreement" means the Purchase Agreement dated as of June 15,
2006 between the Irish Seller and the Issuer.

          "Purchase Option" means a contractual option granted by the lessor or
owner under an ACS Group Aircraft Agreement (including pursuant to a conditional
sale agreement) as to the purchase of the applicable ACS Group Aircraft.

          "Quarterly Report" has the meaning given to such term in Section
2.15(a) hereof.

          "Rating Agency" means each of Moody's and Standard & Poor's and any
other nationally recognized rating agency designated by the Issuers; provided
that such organizations shall only be deemed to be a Rating Agency for purposes
of this Indenture with respect to the Certificates they are then rating.

          "Rating Agency Confirmation" means a prior written confirmation from
each (unless specified otherwise) Rating Agency received by the Issuers and the
Trustees that a specified action or event shall not result in the downgrade,
qualification or withdrawal of such Rating Agency's then current credit rating,
if any, of any Certificates (such rating, in the case of the Certificates, as
determined without regard to the Policy).

          "Received Currency" has the meaning given to such term in Section
13.07(a) hereof.



                                                                              37


          "Receiver" means any Person or Persons appointed as (and any
additional Person or Persons appointed or substituted as) administrative
receiver, receiver, manager or receiver and manager.

          "Record Date" means, with respect to each Payment Date, the close of
business on the day that is 15 days prior to such Payment Date or, if 15 days
has not passed since the Initial Closing Date, the Initial Closing Date, in any
event whether or not such day is a Business Day.

          "Redemption" has the meaning given to such term in Section 3.10(c)
hereof.

          "Redemption Date" means the date, which shall in each case be a
Payment Date, on which Securities of any subclass are redeemed pursuant to
Section 3.10 hereof.

          "Redemption Premium" means in respect of any Initial Class A Security
being redeemed in an Optional Redemption on any date, the Redemption Premium
indicated for such Initial Security with respect to such date in the table
below:

               REDEMPTION DATE                 SUBCLASS A-1
--------------------------------------------   ------------
On or after the Initial Closing Date               103%
On or after the date that is 11 months after
   the Initial Closing Date                        102%
On or after the date that is 21 months after
   the Initial Closing Date                        101%
On or after the date that is 31 months after
   the Initial Closing Date                        100%

          "Redemption Price" means an amount (determined as of the Calculation
Date for the Redemption Date for any Redemption pursuant to Section 3.10(a)
hereof) equal to:

          (a) with respect to any Initial Class A Securities being redeemed and
except as otherwise provided in clause (d) below, the product of the applicable
Redemption Premium and the portion of the Outstanding Principal Balance being
redeemed;

          (b) with respect to any Class E-1 Securities being redeemed and except
as otherwise provided in clause (c) below, the Outstanding Principal Balance
being redeemed;

          (c) with respect to any Securities being redeemed under Section
3.10(a) hereof after the giving of a Default Notice or the Acceleration of any
of the Securities or under Section 3.10(b) hereof, the then Outstanding
Principal Balance thereof; and

          (d) with respect to any Securities other than the Initial Securities,
as provided in the Board Resolution providing for the issuance of such
Securities.

          "Reference Agency Agreement" means the Reference Agency Agreement
dated as of the Initial Closing Date, among the Issuers, the Reference Agent and
the Cash Manager pursuant to which LIBOR is determined from time to time.



                                                                              38


          "Reference Agent" means the Person acting, at the time of
determination, in the capacity of the Reference Agent under the Reference Agency
Agreement. The initial Reference Agent is Deutsche Bank Trust Company Americas.

          "Reference Date" means, with respect to each Accrual Period, the day
that is two Business Days prior to the commencement of such Accrual Period.

          "Refinancing" has the meaning given to such term in Section 2.10(a)
hereof.

          "Refinancing Account" has the meaning given to such term in Section
3.01(a) hereof.

          "Refinancing Expenses" means all out-of-pocket costs and expenses
Incurred in connection with an offering and issuance of Refinancing Securities
and any corresponding refinancing of the Certificates.

          "Refinancing Securities" means any subclass of Securities issued by
the Issuer under this Indenture at any time and from time to time after the date
hereof, in a Refinancing under Section 2.10 hereof.

          "Register" has the meaning given to such term in Section 2.07(a)
hereof.

          "Regular Distribution Date" has the meaning given to such term in the
Pass Through Trust Agreement.

          "Regulation" has the meaning given to such term in Section 2.18
hereof.

          "Related Collateral Document" means any letter of credit, third-party
or bank guarantee or cash collateral provided by or on behalf of a Lessee to
secure such Lessee's obligations under an ACS Group Lease.

          "Related Documents" means the Administrative Agency Agreement, the
Cash Management Agreement, each Eligible Credit Facility, this Indenture, the
Guarantor Indenture, the ACS Group Securities, the Reference Agency Agreement,
the Security Documents, the Policy Provider Documents, the Remarketing Services
Agreements, the Back-Up Remarketing Services Agreement, the Hedge Overview
Services Agreement, the ACS Group Purchase Agreements and any other ACS Group
Acquisition Agreement, any Hedge Agreements and any Hedge Guarantees.

          "Re-leasing Expenses" means, with respect to any period, all
out-of-pocket costs and expenses incurred by the ACS Group in connection with
the re-leasing of ACS Group Aircraft during such period, including but not
limited to the following:

          (a) storage, maintenance, test flight, navigation, landing, ferry
flights, shipping, fuel, reconfiguration, modification, refurbishment and repair
expenses incurred in connection with the re-leasing of such ACS Group Aircraft
during such period;



                                                                              39


          (b) insurance premiums, fees and expenses incurred by or on behalf of
the ACS Group for possessed hull and liability insurance while such ACS Group
Aircraft is off-lease during such period;

          (c) expenses incurred in connection with the acceptance of delivery,
and in connection with the transition of such ACS Group Aircraft, to such
re-lease during such period; and

          (d) outside legal counsel fees and expenses and other professional
fees and expenses, and all court costs, filing fees, bonding costs and other
expenses, and other governmental fees and costs related to any re-lease of such
ACS Group Aircraft during such period;

provided that Re-leasing Expenses shall not include those expenses against
which, under leases that require maintenance reserves to be paid, lessees
customarily pay maintenance reserves.

          "Relevant Information" means any information provided to the Cash
Manager by any Service Provider or any other service provider retained from time
to time by an ACS Group Member pursuant to the Related Documents.

          "Remaining Aircraft" has the meaning given to such term in the
Purchase Agreement or the Guarantor Purchase Agreement, as applicable.

          "Remaining Aircraft Allocation Amount" has the meaning given to such
term in Section 2.11 hereof.

          "Remarketing Servicers" means, collectively, the Irish Remarketing
Servicer and the Bermudian Remarketing Servicer.

          "Remarketing Services Agreements" means, collectively, the Irish
Remarketing Services Agreement and the Bermudian Remarketing Services Agreement.

          "Renewal Lease" has the meaning given to such term in Section 5.03(e)
hereof.

          "Rental Account" has the meaning given to such term in Section 3.01(a)
hereof.

          "Rent Payment Reimbursement Amount" means, for any Aircraft to be
Delivered, the Investment Earnings on the funds deposited in the related
Aircraft Purchase Account received during the relevant Rent Transfer Period.

          "Rental Payments" means all rental payments and other amounts
equivalent to a rental payment payable by or on behalf of a Lessee under an ACS
Group Lease, including payments under any Purchase Option.

          "Rent Transfer Period" means, for each Aircraft to be Delivered, the
period from the Initial Closing Date and ending on (but excluding) the first
Calculation Date thereafter and each successive period beginning on (and
including) a Calculation Date and ending on (but excluding) the next succeeding
Calculation Date.



                                                                              40


          "Replacement Credit Facility" means, for the Initial Credit Facility,
an irrevocable revolving credit agreement (or agreements) in substantially the
form of the Initial Credit Facility, including reinstatement provisions, or in
such other form or forms (which may include a letter of credit, surety bond,
swap, financial insurance policy or guaranty) as shall permit the Rating
Agencies to confirm in writing their respective ratings then in effect for the
Certificates (before downgrading of such ratings, if any, as a result of the
downgrading of the ratings of the replaced Initial Credit Facility Provider;
such rating as determined without regard to the Policy) and, if not in form and
substance substantially the same as the Initial Credit Facility as reasonably
determined by the Policy Provider, that has been approved in writing by the
Policy Provider, in a face amount (or in an aggregate face amount) equal to the
then Maximum Commitment for the replaced Initial Credit Facility and issued by
an Eligible Provider or Eligible Providers having an unsecured short-term or
long-term (as the case may be) debt rating and a short-term or long-term (as the
case may be) issuer credit rating, as the case may be, issued by Moody's and
Standard & Poor's which are equal to or higher than the Threshold Rating (and
consented to in writing by the Policy Provider if any such rating which is equal
to the Threshold Rating shall not have a stable or positive outlook according to
the Rating Agencies) or, with the written consent of the Policy Provider, such
other ratings and qualifications as shall permit the Rating Agencies to confirm
in writing their respective ratings then in effect for the Certificates (before
the downgrading of such ratings, if any, as a result of the downgrading of the
ratings of the replaced Initial Credit Facility Provider; such rating as
determined without regard to the Policy). Without limitation of the form that a
Replacement Credit Facility otherwise may have pursuant to the preceding
sentence, a Replacement Credit Facility may have a stated expiration date
earlier than 15 days after the Final Maturity Date of the ACS Group Subclass A-1
Securities so long as such Replacement Credit Facility provides for a
Non-Extension Drawing as contemplated by Section 3.12(d).

          "Replacement Credit Facility Provider" means a Person (or Persons) who
issues a Replacement Credit Facility.

          "Repossession Insurance" has the meaning given to such term in Section
5.03(g) hereof and Section 5.03(g) of the Guarantor Indenture.

          "Required Amount" means, (a) initially (i) with respect to the Initial
Credit Facility, zero; provided that, if a Downgrade Drawing, a Non-Extension
Drawing or (for the purposes of Section 3.12(f)(ii) hereof and Article II of the
Initial Credit Facility only) a Final Drawing shall have occurred, the "Required
Amount" shall be the Maximum Commitment, and (ii) with respect to the Senior
Cash Collateral Account, an amount equal to the Initial Reserved Cash therefor,
and (b) thereafter, on any Payment Date, with respect to the Senior Cash
Collateral Account, and any other Eligible Credit Facility, such amounts as
designated in a Board Resolution and Guarantor Board Resolution (and for which a
Rating Agency Confirmation has been received and prior written consent of the
Policy Provider and the Initial Credit Facility Provider has been received),
plus the increase, if any, in the Required Amount for any such Cash Collateral
Account or Eligible Credit Facility provided for by the terms of any ACS Group
Additional Securities or ACS Group Refinancing Securities.

          "Required Expense Amount" means, with respect to each Payment Date,
the amount of Expenses of the ACS Group due and payable on the Calculation Date
relating to such Payment Date or reasonably anticipated to become due and
payable before the next succeeding



                                                                              41


Payment Date, the accrual of which would be prudent in light of the size and
timing of such Expenses, and with respect to any maintenance expenditures,
before the third succeeding Payment Date, to the extent such Expenses consist of
(a) Primary Expenses and (b) any ACS Group Modification Payments or ACS Group
Refinancing Expenses in respect of which a Permitted Accrual was previously
effected by a deposit in the Expense Account (whether or not any such deposit
has been previously used to pay any other Primary Expense but excluding any
portion of such deposit previously used to pay any ACS Group Modification
Payments or ACS Group Refinancing Expenses) in each case after giving effect to
any withdrawal from any Lessee Funded Account or any drawing upon a Related
Collateral Document that is then available for the payment of any such Expense;
provided, however, that the Required Expense Amount shall not include any
Initial Expenses.

          "Required Expenses Shortfall" has the meaning given to such term in
Section 3.06(f) hereof.

          "Requisition Compensation" means all monies or other compensation
receivable by any ACS Group Member from any government, whether civil, military
or de facto, or public or local authority in relation to an ACS Group Aircraft
in the event of its requisition for title, confiscation, restraint, detention,
forfeiture or compulsory acquisition or seizure or requisition for hire by or
under the order of any government or public or local authority.

          "Responsible Officer" means (a) with respect to the Trustee, any
officer within the Corporate Trust Office, including any Vice President,
Managing Director, Assistant Vice President, Director or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge and familiarity with the particular subject, (b) with respect to the
Issuer, any Director and (c) with respect to any Person providing an Eligible
Credit Facility and the Cash Manager or any other Service Provider, any
authorized officer of such Person.

          "Restricted Security" means any Security bearing the Private Placement
Legend.

          "Secured Obligations" has the meaning given to such term in the
Security Trust Agreement.

          "Secured Parties" has the meaning given to such term in the Security
Trust Agreement.

          "Securities" means the Initial Securities, all Additional Securities,
if any, all Refinancing Securities, if any, and all Securities, if any, issued
in replacement or substitution of a Security, in each case, pursuant to this
Indenture.

          "Securities Account" has the meaning given to such term in Section
3.01(a) hereof.

          "Securities Act" means the Securities Act of 1933.



                                                                              42


          "Security Deposit Account" has the meaning given to such term in
Section 3.01(a) hereof.

          "Security Documents" means the Security Trust Agreement and any
document executed pursuant thereto, or otherwise, for the purpose of granting a
security interest in any Collateral to the Security Trustee for the benefit of
the Secured Parties or for the purpose of perfecting such security interest.

          "Security Interests" means the security interests granted or expressed
to be granted in the Collateral pursuant to the Security Trust Agreement.

          "Security Trust Agreement" means the Security Trust Agreement dated as
of the Initial Closing Date, among the Issuers, the Security Trustee, the Cash
Manager, the Operating Bank and each other party thereto.

          "Security Trustee" means the Person appointed, at the time of
determination, as the trustee for the benefit of the Secured Parties pursuant to
Section 5.01 of the Security Trust Agreement. The initial Security Trustee is
Deutsche Bank Trust Company Americas.

          "Segregated Funds" means, with respect to each ACS Group Lease, (a)
all security deposits provided for under such ACS Group Lease that have been
received from the relevant Lessee or pursuant to the relevant ACS Group
Acquisition Agreement with respect to such ACS Group Lease, (b) any security
deposit pledged to the relevant Lessee by an ACS Group Member and (c) all other
funds, including any maintenance reserves, received from the relevant Lessee or
pursuant to the relevant ACS Group Acquisition Agreement with respect to such
ACS Group Lease and in each case of clause (a), (b) and (c) not permitted,
pursuant to the terms of such ACS Group Lease, to be commingled with the funds
of the ACS Group.

          "Sellers" means the Irish Seller and the Bermudian Sellers and any
Affiliates thereof that are sellers of (i) a Company or U.S. Trust or (ii)
entities that own an Additional Aircraft or a related Aircraft Interest, in each
case to an ACS Group Member.

          "Senior Cash Collateral Account" has the meaning given to such term in
Section 3.01(a) hereof. The Senior Cash Collateral Account is an Eligible Credit
Facility.

          "Senior Cash Collateral Event" has the meaning given to such term in
Section 3.01(p) hereof.

          "Senior Claim" means, with respect to any Obligations (other than
Expenses), all other Obligations the payment of which constitutes a Prior
Ranking Amount with respect thereto.

          "Senior Claimant" means the holder of a Senior Claim.

          "Senior Class" means (a) with respect to the Securities, (i) so long
as any Class A Securities are Outstanding, the Class A Securities and (ii) after
the Class A Securities have been paid in full, the Class E Securities and (b)
with respect to the Guarantor Securities, the Guarantor Class A Securities.



                                                                              43


          "Senior Hedge Payment" means, on any Payment Date, a net payment to a
Hedge Provider by any ACS Group Member (including, but not limited to, any Hedge
Breakage Costs payable by any ACS Group Member to a Hedge Provider if such Hedge
Breakage Costs result from an early termination of the related Hedge Agreement,
unless the applicable Hedge Provider is the "Defaulting Party" or an "Affected
Party" (as such terms are defined in the related Hedge Agreement); provided
that, where the applicable Hedge Provider is an "Affected Party", such Hedge
Breakage Costs are Senior Hedge Payments unless subordinated pursuant to the
applicable Hedge Agreement), other than any Subordinated Hedge Payment.

          "Senior Hedge Payments Shortfall" has the meaning given to such term
in Section 3.06(f) hereof.

          "Senior Trustee" means the Trustee of the Senior Class; provided that
if the same Person shall not be the Trustee of each of the subclasses of the
Senior Class, then the Senior Trustee shall be the Trustee of the subclass of
such Securities with the lowest numerical designation then Outstanding. If as a
result of the foregoing, the Senior Trustee and the Operating Bank are not the
same Person, the Senior Trustee shall assume the obligations of the Operating
Bank under, and become a party to, the Security Trust Agreement.

          "Service Provider" means each of the Operating Bank, the Remarketing
Servicers, the Back-Up Remarketing Servicer, the Trustee, the Guarantor Trustee,
the Security Trustee, any Authorized Agent, the Administrative Agent, the Cash
Manager, the Hedge Services Provider, the Bermudian Secretarial Services
Provider, the Irish Secretarial Services Provider, the Drawing Agent and the
Reference Agent.

          "Shareholders" means the holder(s) of the shares of the Guarantor as
shall be notified from time to time by the Guarantor to the Trustee and the
Guarantor Trustee.

          "Shareholders Account" has the meaning given to such term in Section
3.01(a) hereof.

          "Special Distribution Date" has the meaning given to such term in the
Pass Through Trust Agreement.

          "Special Indemnity Payments" means (a) any indemnity amounts owing at
any time and from time to time by either Issuer to the Initial Purchasers under
the Certificates Purchase Agreement, to the Remarketing Servicer under Section
12.01 of the applicable Remarketing Services Agreement (exclusive of such
indemnities owing to the Back-Up Remarketing Servicer), to the Policy Provider
under the Policy Provider Indemnification Agreement or to the Initial Credit
Facility Provider under Sections 3.01 and 3.09 of the Initial Credit Facility
and (b) any other indemnity amounts owing at any time and from time to time to
any other Person (other than the Back-Up Remarketing Servicer) party to a
Related Document which arise from violations of the Securities Act, the U.S.
Securities Exchange Act of 1934, as amended or any other securities law.



                                                                              44


          "Specified Aircraft" means the ACS Group Initial Aircraft with respect
to which the Lessee under the related ACS Group Lease shall have entered into a
Novation with respect to such ACS Group Lease.

          "Specified Number" means 33 minus the number of ACS Group Initial
Aircraft purchased by the Issuers within five Business Days of the Initial
Closing Date (or such longer period as the Policy Provider may agree in
writing).

          "Standard & Poor's" means Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc.

          "State of Registration" means, in relation to an Aircraft at any time,
the country or state on whose national register such Aircraft is registered at
that time under the laws of such country or state in accordance with the
applicable provisions of any Lease relating to such Aircraft or, in the absence
of any such provisions, Applicable Law.

          "Stated Expiration Date" has the meaning given to such term in Section
3.12(d) hereof.

          "Stated Rate of Interest" means (i) with respect to each subclass of
ACS Group Securities (other than Class E Securities), the interest rate set
forth in such ACS Group Securities and (ii) with respect to the Certificates,
has the meaning given to such term in the Pass Through Trust Agreement.

          "Subclass A-1 Securities" means the Initial Securities that are
designated "Subclass A-1 Securities" under the Indenture, all Additional
Securities, if any, so designated, all Refinancing Securities, if any, so
designated and all Securities, if any, issued in replacement or substitution
therefor, in each case, pursuant to this Indenture.

          "Subclass E-1 Securities" means the Initial Securities that are
designated Subclass E-1 Securities, all Additional Securities, if any, so
designated, all Refinancing Securities, if any, so designated and all
Securities, if any, issued in replacement or substitution therefor, in each
case, pursuant to this Indenture.

          "Subordinated Claim" means a claim that is subordinate in right of
payment to each Senior Claim as provided in Section 3.08 hereof.

          "Subordinated Claimant" means the holder of a Subordinated Claim.

          "Subordinated Hedge Payments" means any amounts payable by any ACS
Group Member to a Hedge Provider that are subordinated in accordance with the
relevant Hedge Agreement (including, but not limited to, any Hedge Breakage
Costs payable by any ACS Group Member to a Hedge Provider if such Hedge Breakage
Costs result from an early termination of the related Hedge Agreement with
respect to which such Hedge Provider is the "Defaulting Party" or, to the extent
subordinated in any Hedge Agreement, an "Affected Party" (as such terms are
defined in the related Hedge Agreement)).



                                                                              45


          "Subordinated Representative" means, as applicable, the Issuer with
respect to any Subordinated Claim consisting of any of the Class E Securities,
the Trustee with respect to any Subordinated Claim consisting of any subclass of
Securities of which it is the Trustee and any other Person acting as the
representative of one or more Subordinated Claimants.

          "Substitute Aircraft" has the meaning given to such term in the
Purchase Agreement or the Guarantor Purchase Agreement, as applicable, and that
has been approved by the Policy Provider.

          "Swaption" means any option agreement with respect to a Hedge
Agreement.

          "Taxes" mean any and all taxes, fees, levies, duties, tariffs,
imposts, and other charges of any kind (together with any and all interest,
penalties, loss, damage, liability, expense, additions to tax and additional
amounts or costs Incurred or imposed with respect thereto) imposed or otherwise
assessed by any Governmental Authority, including, without limitation: taxes or
other charges on or with respect to income, franchises, windfall or other
profits, gross receipts, property, sales, use, capital stock, payroll,
employment, social security, workers' compensation, unemployment compensation,
or net worth and similar charges; taxes or other charges in the nature of
excise, withholding, ad valorem, stamp, transfer, value added, taxes on goods
and services, gains taxes, license, registration and documentation fees, customs
duties, tariffs, and similar charges.

          "Termination Notice" has the meaning given to such term in the Initial
Credit Facility.

          "Third Party Event" has the meaning given to such term in Section
5.03(b) hereof.

          "Threshold Rating" means the short-term issuer credit rating of A-1+
by Standard & Poor's (or, in the absence of a short-term issuer credit rating by
Standard & Poor's, a long-term issuer credit rating of AA- by Standard & Poor's)
and a short-term unsecured debt rating of P-1 by Moody's (or, in the absence of
a short-term unsecured debt rating by Moody's, a long-term unsecured debt rating
of A1 by Moody's).

          "Total Loss" means, with respect to any ACS Group Aircraft (a) if the
same is subject to an ACS Group Lease, a Casualty Occurrence, Total Loss or
Event of Loss (each as defined in such ACS Group Lease) or the like (however so
defined); or (b) if the same is not subject to an ACS Group Lease, (i) its
actual, constructive, compromised, arranged or agreed total loss, (ii) its
destruction, damage beyond repair or being rendered permanently unfit for normal
use for any reason whatsoever, (iii) its requisition for title, confiscation,
restraint, detention, forfeiture or any compulsory acquisition or seizure or
requisition for hire (other than a requisition for hire for a temporary period
not exceeding 180 days) by or under the order of any government (whether civil,
military or de facto) or public or local authority or (iv) its hijacking, theft
or disappearance, resulting in loss of possession by the owner or operator
thereof for a period of 30 consecutive days or longer. A Total Loss with respect
to any ACS Group Aircraft shall be deemed to occur on the date on which such
Total Loss is deemed pursuant to the relevant ACS Group Lease to have occurred
or, if such Lease does not so deem or the relevant ACS Group Aircraft is not
subject to an ACS Group Lease, (A) in the case of an actual total loss



                                                                              46


or destruction, damage beyond repair or being rendered permanently unfit, the
date on which such loss, destruction, damage or rendering occurs (or, if the
date of loss or destruction is not known, the date on which the relevant ACS
Group Aircraft was last heard of); (B) in the case of a constructive,
compromised, arranged or agreed total loss, the earlier of (1) the date 30 days
after the date on which notice claiming such total loss is issued to the
insurers or brokers and (2) the date on which such loss is agreed or compromised
by the insurers; (C) in the case of requisition for title, confiscation,
restraint, detention, forfeiture, compulsory acquisition or seizure, the date on
which the same takes effect; (D) in the case of a requisition for hire, the
expiration of a period of 180 days from the date on which such requisition
commenced (or, if earlier, the date upon which insurers make payment on the
basis of a Total Loss); or (E) in the case of clause (iv) above, the final day
of the period of 30 consecutive days referred to therein.

          "Total Loss Proceeds" means, in relation to an ACS Group Aircraft, the
total net proceeds of the insurance and reinsurance paid in respect of a Total
Loss thereof and includes, in the case of a Total Loss of an airframe which does
not involve the Total Loss of all Engines or Parts installed thereon at the time
when such Total Loss occurred, the net sale proceeds of any such surviving
Engines or Parts.

          "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
(15 U.S. Code Section 77aaa-77bbbb), as in effect on the date this Indenture was
executed, except as provided in Section 9.05 hereof.

          "Trustee" means, with respect to each subclass of Securities the
Person appointed, at the time of determination, as the trustee of such subclass
of Securities in accordance with this Indenture. The initial Trustee for each
subclass of Securities is Deutsche Bank Trust Company Americas.

          "Trustees" means, collectively, the Trustee and the Guarantor Trustee.

          "Unrestricted Security" means any Security not bearing the Private
Placement Legend.

          "U.S." means the United States of America.

          "U.S. GAAP" means generally accepted accounting principles in the
United States.

          "U.S. Government Obligations" has the meaning given to such term in
Section 12.02(a) hereof.

          "U.S. Trust" has the meaning given to such term in the Purchase
Agreement.

          "War Risk Coverage" has the meaning given to such term in Exhibit D
hereto.

          "Written Notice" means, with reference to the Issuer, the Trustee, the
Cash Manager, the Operating Bank, the Administrative Agent or the provider of
any Eligible Credit Facility, a written instrument executed by a Responsible
Officer of such Person.



                                                                              47


     Section 1.02 Rules of Construction. Unless the context otherwise requires:

          (a) A term has the meaning assigned to it and an accounting term not
otherwise defined has the meaning assigned to it in accordance with U.S. GAAP.

          (b) The terms "herein", "hereof" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

          (c) Unless otherwise indicated in context, all references to Articles,
Sections, Schedules or Exhibits refer to an Article or Section of, or a Schedule
or Exhibit to, this Indenture.

          (d) Words of the masculine, feminine or neuter gender shall mean and
include the correlative words of other genders, and words in the singular shall
include the plural, and vice versa.

          (e) The terms "include", "including" and similar terms shall be
construed as if followed by the phrase "without limitation".

          (f) Unless otherwise indicated, references to a subclass of
Securities, Guarantor Securities or ACS Group Securities shall be to the
Subclass A-1 Securities, the Guarantor Subclass A-1 Securities or the ACS Group
Subclass A-1 Securities, respectively, the Subclass E-1 Securities or to a
subclass of Refinancing Securities, Guarantor Refinancing Securities or ACS
Group Refinancing Securities or Additional Securities, Guarantor Additional
Securities or ACS Group Additional Securities; and references to a class of
Securities, Guarantor Securities or ACS Group Securities shall be to the Class A
Securities, the Guarantor Class A Securities or the ACS Group Class A Securities
or the Class E Securities or to a class of Refinancing Securities, Guarantor
Refinancing Securities or ACS Group Refinancing Securities or Additional
Securities, Guarantor Additional Securities or ACS Group Additional Securities.

          (g) References in this Indenture to an agreement or other document
(including this Indenture) include references to such agreement or document as
amended, replaced or otherwise modified (without, however, limiting the effect
of the provisions of this Indenture with regard to any such amendment,
replacement or modification), and the provisions of this Indenture apply to
successive events and transactions. References to any Person shall include such
Person's successors in interest and permitted assigns.

          (h) References in this Indenture to Section 3.01 through Section 3.08
and Section 3.12 through Section 3.15 shall include reference to the equivalent
Section 3.01 through Section 3.08 and Section 3.12 through Section 3.15 of the
Guarantor Indenture.

          (i) References in this Indenture to any statute or other legislative
provision shall include any statutory or legislative modification or
re-enactment thereof, or any substitution therefor, and references to any
governmental Person shall include reference to any governmental Person
succeeding to the relevant functions of such Person.

          (j) References in this Indenture to the Securities of any class or
subclass include the conditions applicable to the Securities of such class or
subclass; and any reference to any



                                                                              48


amount of money due or payable by reference to the Securities of any class or
subclass shall include any sum covenanted to be paid by the Issuer under this
Indenture.

          (k) References in this Indenture to any action, remedy or method of
judicial proceeding for the enforcement of the rights of creditors or of
security shall be deemed to include, in respect of any jurisdiction other than
the State of New York, references to such action, remedy or method of judicial
proceeding for the enforcement of the rights of creditors or of security
available or appropriate in such jurisdiction as shall most nearly approximate
such action, remedy or method of judicial proceeding described or referred to in
this Indenture.

          (l) Where any payment is to be made, funds applied or any calculation
is to be made hereunder on a day which is not a Business Day, unless any Related
Document otherwise provides, such payment shall be made, funds applied and
calculation made on the next succeeding Business Day, and payments shall be
adjusted accordingly.

          (m) Where the Irish Remarketing Servicer or any replacement
remarketing servicer (including the Back-Up Remarketing Servicer) or the
Administrative Agent or any replacement administrative agent are performing or
may perform lease management and/or remarketing services pursuant to a Related
Document in relation to one or more different Aircraft at the same time, a
reference in this Indenture to the "Remarketing Servicer" or the "Administrative
Agent", as applicable, shall be construed as a reference to each of the Irish
Remarketing Servicer or replacement remarketing servicer, as the case may be, or
Administrative Agent or replacement administrative agent, as applicable, and the
rights and obligations of the parties hereto shall be construed accordingly.

     Section 1.03 Compliance Certificates and Opinions. Upon any application or
request by the Issuer to the Trustee to take any action under any provision of
this Indenture, the Issuer shall furnish to the Trustee an Officer's Certificate
stating that, in the opinion of the signers thereof, all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with, and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture or any indenture
supplemental hereto shall include:

          (a) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions in this
Indenture relating thereto;

          (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

          (c) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and



                                                                              49


          (d) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.

     Section 1.04 Acts of Holders. (a) Any direction, consent, waiver or other
action provided by this Indenture in respect of the Securities of any subclass
to be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent or proxy duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee, to each Rating Agency where it is
hereby expressly required pursuant to this Indenture and to the Issuer. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose under
this Indenture and conclusive in favor of the Trustee or the Issuer, if made in
the manner provided in this Section.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the certificate of any notary public or
other officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the Person executing such instrument acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or such other officer and where such execution is by
an officer of a corporation or association, trustee of a trust or member of a
partnership, on behalf of such corporation, association, trust or partnership,
such certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other reasonable manner which the Trustee deems sufficient.

          (c) In determining whether the Holders have given any direction,
consent, request, demand, authorization, notice, waiver or other Act (a
"Direction"), under this Indenture, Securities owned by the Issuer or any
Affiliate of the Issuer shall be disregarded and deemed not to be Outstanding
for purposes of any such determination; provided that for the purposes of this
Section 1.04(c) the Holders of the Class E Securities shall not be considered
Affiliates of the Issuer. In determining whether the Trustee shall be protected
in relying upon any such Direction, only Securities which a Responsible Officer
of the Trustee actually knows to be so owned shall be so disregarded.
Notwithstanding the foregoing, (i) if any such Person owns 100% of the
Securities of any subclass Outstanding, such Securities shall not be so
disregarded as aforesaid, and (ii) if any amount of Securities of such subclass
so owned by any such Person have been pledged in good faith, such Securities
shall not be disregarded as aforesaid if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Issuer or any Affiliate of the
Issuer.

          (d) The Issuer may at its option, by delivery of Officers'
Certificates to the Trustee, set a record date other than the Record Date to
determine the Holders in respect of the Securities of any subclass entitled to
give any Direction in respect of such Securities. Such record date shall be the
record date specified in such Officer's Certificate which shall be a date not
more than 30 days prior to the first solicitation of Holders in connection
therewith. If such a record date is fixed, such Direction may be given before or
after such record date, but only the



                                                                              50


Holders of record of the applicable subclass at the close of business on such
record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of Outstanding Securities of such
subclass have authorized or agreed or consented to such Direction, and for that
purpose the Outstanding Securities of such subclass shall be computed as of such
record date; provided that no such Direction by the Holders on such record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than one year after the record date.

          (e) Any Direction or other action by the Holder of any Security shall
bind the Holder of every Security issued upon the transfer thereof or in
exchange therefor or in lieu thereof, whether or not notation of such action is
made upon such Security.

                                   ARTICLE II

                                 THE SECURITIES

     Section 2.01 Authorized Amount; Terms; Form; Execution and Delivery. (a)
The Outstanding Principal Balance of any subclass of Securities which may be
authenticated and delivered from time to time under this Indenture shall not
exceed the initial Outstanding Principal Balance set forth for such subclass of
Securities in the definition thereof or, with respect to any subclass of
Refinancing Securities or Additional Securities, authorized in one or more Board
Resolutions; provided that at no time may the Outstanding Principal Balance of
any subclass of Refinancing Securities exceed the Redemption Price of the
subclass of Securities being refinanced thereby plus Refinancing Expenses
relating thereto, any Policy Premium and any Policy Redemption Premium, if any,
due and payable to the Policy Provider and any amount to be deposited in a Cash
Collateral Account for such Refinancing Securities; and provided further that
any Additional Securities shall be issued in accordance with Section 2.12
hereof. All Securities of any class or subclass need not be issued at the same
time and any class or subclass of Securities may be reopened, without the
consent of any Holder, for issuances of Additional Securities or Refinancing
Securities of such class or subclass, subject in all cases to Sections 2.10,
2.12, 3.09, 3.11 and 5.02 hereof and any other applicable provision of this
Indenture.

          The Initial Securities issuable hereunder on the Initial Closing Date
shall be issued in two subclasses. The Initial Securities shall be designated
the Subclass A-1 Securities and the Subclass E-1 Securities.

          Interest shall accrue on any subclass of the Floating Rate Securities
(other than any subclass of Class E Securities) from the relevant Closing Date
and shall be computed for each Accrual Period on the basis of a 360-day year and
the actual number of days elapsed in such Accrual Period on the Outstanding
Principal Balance of such Security. Interest shall accrue on any subclass of the
Fixed Rate Securities from the relevant Closing Date and shall be computed for
each Accrual Period on the basis of a 360-day year and one-twelfth of an annual
interest payment on the Outstanding Principal Balance and, in the case of the
first Accrual Period and any incomplete Accrual Period, on the basis of a
360-day year consisting of twelve 30-day months and the actual number of days
elapsed in such Accrual Period.



                                                                              51


          Any amount of premium or interest on any subclass of Securities not
paid when due shall, to the fullest extent permitted by applicable law, bear
interest at an interest rate per annum equal to the Stated Rate of Interest for
such Securities from the date when due until such amount is paid or duly
provided for, due and payable on the next succeeding Payment Date, subject to
the availability of the Available Collections therefor after making payments
entitled to priority under Section 3.08 hereof.

          (b) There shall be issued and delivered and authenticated on the
relevant Closing Date, to each of the Holders, Securities in the principal
amounts and maturities and bearing the interest rates, in each case in
definitive, certificated, registered form as described herein or in any
indenture supplemental hereto, and substantially in the form set forth in the
applicable exhibit to this Indenture or in any indenture supplemental hereto,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements
printed, lithographed or engraved thereon, as may be required to comply with the
rules of any securities exchange on which such Securities may be listed or to
conform to any usage in respect thereof, or as may, consistently herewith, be
prescribed by the Director executing such Securities, such determination by the
Director to be evidenced by his or her execution of the Securities.

          Securities of each subclass shall be printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Securities
may be listed, all as determined by the Director executing such Securities, as
evidenced by his or her execution of such Securities.

          Each subclass of Securities shall be offered and sold in reliance on
Section 4(2) of the Securities Act and shall be duly executed by the Issuer,
authenticated by the Trustee and held by the Pass Through Trustee as hereafter
provided.

          (c) On the date of any Refinancing, the Issuer shall issue and deliver
as provided in Section 2.10 hereof an aggregate principal amount of Refinancing
Securities having the maturities and bearing the interest rates and such other
terms authorized by one or more Board Resolutions or in any indenture
supplemental hereto providing for the issuance of such Securities or specified
in the form of such Securities, in each case in accordance with such Section
2.10.

          (d) On the date of the issuance, if any, of any Additional Securities,
the Issuer shall issue and deliver, as provided in Sections 2.12 and 5.02(f)
hereof, an aggregate principal amount of Additional Securities having the
maturities and bearing the interest rates and such other terms authorized by one
or more Board Resolutions or in any indenture supplemental hereto providing for
the issuance of such Securities or specified in the form of such Securities, in
each case in accordance with such Section 2.12.

          (e) The Securities shall be executed on behalf of the Issuer by the
manual or facsimile signature of a Director or other authorized officer of the
Issuer.

          (f) Each Security bearing the manual or facsimile signatures of any
individual who was at the time such Security was executed a Director or other
authorized officer of the



                                                                              52


Issuer shall bind the Issuer, notwithstanding that any such individual has
ceased to hold such office prior to the authentication and delivery of such
Securities or any payment thereon.

          (g) At any time and from time to time after the execution of any
Securities, the Issuer may deliver such Securities to the Trustee for
authentication and, upon receipt of a written instruction by the Issuer, subject
to the provisions of clause (h) below, the Trustee shall authenticate such
Securities by manual or facsimile signature upon receipt by it of written orders
of the Issuer. The Securities shall be authenticated on behalf of the Trustee by
any Responsible Officer of the Trustee.

          (h) No Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose, unless it shall have been executed on
behalf of the Issuer as provided in clause (e) above and authenticated by or on
behalf of the Trustee as provided in clause (g) above. Such signatures shall be
conclusive evidence that such Security has been duly executed and authenticated
under this Indenture. Each Security shall be dated the date of its
authentication.

          (i) The Issuer shall execute and the Trustee shall, in accordance with
this Section 2.01, authenticate the Securities and, in the case of the Class A
Securities, the Registrar shall register the Securities in the name of the Pass
Through Trustee and the Trustee shall deliver the Securities to the Pass Through
Trustee and, in the case of the Class E Securities, the Registrar shall register
the Securities in the names of the Holders of the Class E Securities and the
Trustee shall deliver the Securities to the Holders of the Class E Securities.

          (j) The Class E Securities will, for purposes of U.S. Federal, state
and local income tax, be treated as equity.

     Section 2.02 Restrictive Legends. (a) Except as specified in Section
2.13(a) hereof, each Security (and all Securities issued in exchange therefor or
upon registration of transfer or substitution thereof) shall bear the following
legend on the face thereof:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 AS
AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY IN
ANY JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH
CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE IN THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

          (b) Each Security (except as provided in Section 2.13(a)) shall also
bear the following legend on the face thereof:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH
CERTIFICATES AND OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT
THE TRANSFER COMPLIES WITH THE



                                                                              53


FOREGOING RESTRICTIONS AND THE OTHER RESTRICTIONS CONTAINED IN THE INDENTURE.

          (c) Each Security other than a Class E Security shall also bear the
following legend on the face thereof:

EACH PURCHASER OR TRANSFEREE OF THIS SECURITY OR ANY INTEREST HEREIN WILL BE
REQUIRED TO REPRESENT, WARRANT AND AGREE THAT EITHER: (A) NO ASSETS OF (I) AN
EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), (II) A PLAN DESCRIBED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (III)
A PLAN, ACCOUNT OR ARRANGEMENT (SUCH AS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN)
THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON U.S. LAW THAT IS
SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
("SIMILAR LAW") OR (IV) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE
ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN, PLAN, ACCOUNT OR ARRANGEMENT, HAVE
BEEN USED TO ACQUIRE THIS SECURITY OR ANY INTEREST HEREIN; OR (B) THE
ACQUISITION, HOLDING AND DISPOSITION OF THIS SECURITY OR ANY INTEREST HEREIN BY
THE HOLDER WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY
SIMILAR LAW, AS APPLICABLE.

          (d) Each Class E Security shall also bear the following legend on the
face thereof:

BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS AND WARRANTS THAT NO ASSETS OF
AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN OR ARRANGEMENT SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OR A FUND OR ENTITY THAT IS USING
ASSETS OF, OR IS ACTING FOR THE BENEFIT OF, ANY SUCH EMPLOYEE BENEFIT PLAN, PLAN
OR ARRANGEMENT (INCLUDING ANY HELD INDIRECTLY THROUGH THE GENERAL ACCOUNT OF AN
INSURANCE COMPANY) HAVE BEEN USED TO PURCHASE THE SECURITIES.

     Section 2.03 Registrar and Paying Agent. (a) With respect to each subclass
of Securities, there shall at all times be maintained by the Registrar (i) an
office or agency in the location set forth in Section 13.05 hereof where
Securities of such subclass may be presented or surrendered for registration of
transfer or for exchange, (ii) an office or agency in the location set forth in
Section 13.05 (other than Ireland) for payment of Securities of any subclass
(each, a "Paying Agent") and (iii) an office or agency where notices and demands
in respect of the payment of such Securities may be served. For so long as any
Securities are listed on the Alternative Securities Market of the Irish Stock
Exchange, the Issuer shall appoint and maintain a Paying Agent in Ireland (the
"Irish Paying Agent"). Written notice of the location of each such other office
or agency and of any change of location thereof shall be given by the Trustee to
the Issuer and the Holders of such subclass. In the event that no such office or
agency shall be maintained or no such notice of location or of change of
location shall be given, presentations



                                                                              54


and demands may be made and notices may be served at the Corporate Trust Office
of the Trustee.

          (b) Each Authorized Agent shall be a bank or trust company, shall be a
corporation organized and doing business under the laws of the United States or
any state or territory thereof or of the District of Columbia, with a combined
capital and surplus of at least $75,000,000 (or having a combined capital and
surplus in excess of $5,000,000 and the obligations of which, whether now in
existence or hereafter Incurred, are fully and unconditionally guaranteed by a
corporation organized and doing business under the laws of the United States,
any state or territory thereof or of the District of Columbia and having a
combined capital and surplus of at least $75,000,000) and shall be authorized
under the laws of the United States or any state or territory thereof to
exercise corporate trust powers, subject to supervision by Federal or state
authorities (such requirements, the "Eligibility Requirements"). The Trustee
shall initially be a Paying Agent and Registrar hereunder with respect to the
Securities of each subclass.

          (c) Any corporation into which any Authorized Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authorized Agent shall
be a party, or any corporation succeeding to the corporate trust business of any
Authorized Agent, shall be the successor of such Authorized Agent hereunder, if
such successor corporation is otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the parties
hereto or such Authorized Agent or such successor corporation.

          (d) Any Authorized Agent may at any time resign by giving written
notice of resignation to the Trustee and the Issuer. The Issuer may, and at the
request of the Trustee shall, at any time terminate the agency of any Authorized
Agent by giving written notice of termination to such Authorized Agent and to
the Trustee. Upon the resignation or termination of an Authorized Agent or if at
any time any such Authorized Agent shall cease to be eligible under this Section
(when, in either case, no other Authorized Agent performing the functions of
such Authorized Agent shall have been appointed by the Trustee), the Issuer
shall promptly appoint one or more qualified successor Authorized Agents,
reasonably satisfactory to the Trustee, to perform the functions of the
Authorized Agent which has resigned or whose agency has been terminated or who
shall have ceased to be eligible under this Section. The Issuer shall give
written notice of any such appointment made by it to the Trustee; and in each
case the Trustee shall mail notice of such appointment to all Holders of the
related subclass as their names and addresses appear on the Register for such
subclass.

          (e) The Issuer agrees to pay, or cause to be paid, from time to time
to each Authorized Agent reasonable compensation for its services and to
reimburse it for its reasonable expenses to be agreed to pursuant to separate
agreements with each such Authorized Agent.

     Section 2.04 Paying Agent to Hold Money in Trust. The Trustee shall require
each Paying Agent other than the Trustee to agree in writing that all moneys
deposited with any Paying Agent for the purpose of any payment on the Securities
or to the Policy Provider shall be deposited and held in trust for the benefit
of the Holders (with regard to payments on the Securities) entitled to such
payment, or the Policy Provider, as the case may be, subject to the



                                                                              55


provisions of this Section. Moneys so deposited and held in trust shall
constitute a separate trust fund for the benefit of the Holders with respect to
which such money was deposited.

          The Trustee may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, direct
any Paying Agent to pay to the Trustee all sums held in trust by such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

     Section 2.05 Method of Payment. (a) On each Payment Date, the Trustee
shall, or shall instruct the Paying Agent (other than the Irish Paying Agent)
to, pay, to the extent of the Available Collections therefor transferred to a
Securities Account, to the Holders as of the Record Date for such Payment Date
all principal or Redemption Price of, and interest on the Securities of each
subclass (other than payments received following an Event of Default in respect
of any subclass of Securities); provided that in the event and to the extent
receipt of any payment is not confirmed by the Trustee or Paying Agent (other
than the Irish Paying Agent) by 1:00 p.m. (New York time) on such Payment Date
or any Business Day thereafter, distribution thereof shall be made on the
Business Day following the Business Day such payment is received.

          (b) Any payments on a Payment Date with respect to the Class A
Securities shall be made by wire transfer to or as instructed by the Pass
Through Trustee at least five Business Days before the applicable Payment Date
so long as it is the Holder thereof. Alternatively, upon application in writing
to the Trustee, not later than the applicable Record Date, by a Holder other
than the Pass Through Trustee of one or more Class A Securities of such subclass
having an aggregate principal amount of not less than $1,000,000, any such
payments shall be made by wire transfer to an account designated by such Holder
at a financial institution in New York, New York.

          (c) Any payments on a Payment Date with respect to the Class E
Securities shall be made by check mailed to each Holder of such Security on the
applicable Record Date at its address appearing on the applicable Register
maintained with respect to the Class E Securities. Alternately, upon application
in writing to the Trustee not later than the applicable Record Date, by a Holder
of one or more Class E Securities having an aggregate principal amount of
$1,000,000, any such payments shall be made by one transfer to an account
designated by such Holder at a financial institution in New York, New York.

          The final payment for each subclass of Securities shall be made only
upon presentation and surrender of the Securities of such subclass by the Holder
or its agent at the Corporate Trust Office or agency of the Trustee or Paying
Agent (other than the Irish Paying Agent) specified in the notice of such final
payment given by the Trustee or Paying Agent. The Trustee or Paying Agent shall
mail such notice of the final payment of such subclass to each of the Holders of
such subclass, specifying the date and amount of such final payment no later
than five Business Days prior to such final payment and such notice shall also
be published by such publication as the Alternative Securities Market of the
Irish Stock Exchange may require and in such other publication as the Irish
Paying Agent may determine to comply with its obligations hereunder.



                                                                              56


     Section 2.06 Minimum Denomination. Each subclass of Class A Securities
shall be issued in minimum denominations of $100,000 and integral multiples of
$1,000 in excess thereof. Each subclass of Class E Securities shall be issued in
minimum denominations of $500,000.

     Section 2.07 Transfer and Exchange; Cancellation. (a) The Trustee agrees
with the Issuer that the Trustee shall keep a register (herein referred to as
the "Register") in which provisions shall be made for the registration of
Securities and the registration of transfers of Securities and a record of the
dates and payments made with respect to the Securities. The Register shall be
kept at the Corporate Trust Office, and the Trustee is hereby appointed
"Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided. A Holder may transfer a Security only by written
application to the Registrar stating the name of the proposed transferee and
otherwise complying with the terms of this Indenture, including, without
limitation, the provisions of this Section 2.07. No such transfer shall be
effective until, and such transferee shall succeed to the rights of a Holder
only upon, final acceptance and registration of the transfer by the Registrar in
the Register.

          (b) Upon surrender for registration or transfer of any Security at the
Corporate Trust Office, the Issuer shall execute, upon the written request of
such Holder, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of the same
class and of a like aggregate principal amount. At the option of a Holder, its
Securities may be exchanged for other Securities of the same class of any
authorized denomination, of a like aggregate principal amount, upon surrender of
the Securities to be exchanged at the Corporate Trust Office. Each new Class A
Security issued upon transfer or exchange shall be in a principal amount of at
least $100,000 and each new Class E Security issued upon transfer or exchange
shall be in a principal amount of at least $500,000 (and, in each case, if less,
the then unpaid principal amount thereof) and dated the date or dates to which
interest on the Security surrendered shall have been paid or, if no such
interest shall have been paid, the applicable date of issuance. Whenever any
Securities are so surrendered for exchange, the Issuer shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive. All Securities issued upon any registration
of transfer or exchange of Securities shall be the valid obligations of the
Issuer evidencing the same respective obligations, and entitled to the same
security and benefits under this Indenture, as the Securities surrendered upon
such registration of transfer or exchange. When Securities are presented to the
Registrar with a request to register their transfer or to exchange them for an
equal principal amount of Securities of other authorized denominations, the
Registrar shall register the transfer or make the exchange as requested if the
requirements for such transactions are met (including, in the case of a
transfer, that such Securities are duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Trustee and Registrar duly
executed by the Holder thereof or by an attorney who is authorized in writing to
act on behalf of the Holder). In addition, the Trustee may require evidence
satisfactory to it as to the compliance of any such transfer with the Securities
Act of 1933, as amended. The Trustee shall make a notation on each new Security
or Securities of the amount of all payments of principal previously made on the
old Security or Securities with respect to which such new Security is issued and
the date to which interest accrued on such old Security or Securities has been
paid.



                                                                              57


          (c) Prior to the due presentment for registration of transfer of a
Security, the Issuer and the Trustee may deem and treat the applicable
registered Holder as the absolute owner and Holder of such Security for the
purpose of receiving payment of all amounts payable with respect to such
Security and for all other purposes and shall not be affected by any notice to
the contrary.

          (d) The Issuer shall not be required to exchange any surrendered
Securities as above provided during the 15 calendar day period preceding the due
date of any payment on such Securities. The Issuer shall not be required to
exchange or register the transfer of any Securities as above provided during the
15 calendar days preceding the Final Maturity Date of any such Securities or
during the 15 calendar days preceding the first mailing of any notice of
Redemption or Refinancing of Securities to be redeemed or refinanced. The Issuer
shall not be required to exchange or register the transfer of any Securities
that have been selected, called or are being called for Redemption or
Refinancing except, in the case of any Securities where notice has been given
that such Securities are to be redeemed in part, the portion thereof not so to
be redeemed.

          (e) A Security may not be exchanged for another Security other than as
provided in this Section 2.07 and Section 2.08 hereof.

          (f) The Issuer at any time may deliver Securities to the Trustee for
cancellation. The Trustee and no one else shall cancel and destroy in accordance
with its customary practices in effect from time to time (subject to the record
retention requirements of the Exchange Act) any such Securities, together with
any other Securities surrendered to it for registration of transfer, exchange or
payment.

     Section 2.08 Mutilated, Destroyed, Lost or Stolen Securities. If any
Security shall become mutilated, destroyed, lost or stolen, the Issuer shall,
upon the written request of the Holder thereof and presentation of the Security
or satisfactory evidence of destruction, loss or theft thereof to the Trustee or
Registrar (including, in the case of Securities listed on the Alternative
Securities Market of the Irish Stock Exchange, at the offices of the
co-registrar in Ireland, if any), issue, and the Trustee shall authenticate and
deliver in exchange therefor or in replacement thereof, a new Security of the
same subclass, payable to such Holder in the same principal amount, of the same
maturity, with the same payment schedule, bearing the same interest rate and
dated the date of its authentication. If the Security being replaced has become
mutilated, such Security shall be surrendered to the Trustee or a Registrar and
forwarded to the Issuer by the Trustee or such Registrar. If the Security being
replaced has been destroyed, lost or stolen, the Holder thereof shall furnish to
the Issuer, the Trustee or a Registrar (i) such security or indemnity as may be
required by them to save the Issuer, the Trustee and such Registrar harmless and
(ii) evidence satisfactory to the Issuer, the Trustee and such Registrar of the
destruction, loss or theft of such Security and of the ownership thereof. The
Holders will be required to pay any tax or other governmental charge imposed in
connection with such exchange or replacement and any other expenses (including
the fees and expenses of the Trustee and any Registrar) connected therewith.

     Section 2.09 Payments of Transfer Taxes. Upon the transfer of any Security
or Securities pursuant to Section 2.07 hereof, the Issuer or the Trustee may
require from the party requesting such new Security or Securities payment of a
sum to reimburse the Issuer or the



                                                                              58


Trustee for, or to provide funds for the payment of, any transfer Tax or similar
governmental charge payable in connection therewith.

     Section 2.10 Refinancing of Securities. (a) Subject to Section 2.01(a)
hereof, paragraphs (b) and (c) below and Section 5.02(f)(ii) hereof, the Issuer
may issue Refinancing Securities pursuant to this Indenture for the purpose of
refinancing the Outstanding Principal Balance of any subclass of Securities
(including refinancings of Refinancing Securities). Each refinancing of any
subclass of Securities with the proceeds of an offering of Refinancing
Securities (a "Refinancing") shall be authorized pursuant to one or more Board
Resolutions and shall be effected only following receipt of a Rating Agency
Confirmation and upon obtaining the prior written consent of the Policy Provider
(unless a Policy Non-Consent Event has occurred or will occur in connection with
such Refinancing) and the Initial Credit Facility Provider (unless an Initial
Credit Facility Non-Consent Event has occurred or will occur in connection with
such Refinancing). Each Refinancing Security shall constitute a "Security" for
all purposes under this Indenture, and shall have the class or subclass
designation and such further designations added or incorporated in such title as
specified in the related Board Resolutions, in any indenture supplemental hereto
providing for the issuance of such Securities or specified in the form of such
Securities, as the case may be.

          (b) A Refinancing of any subclass of Securities in whole or in part
may occur on any Payment Date after the Initial Closing Date and shall be
effected as an Optional Redemption pursuant to Section 3.10 hereof. On the date
of any Refinancing, the Issuer shall issue and sell an aggregate principal
amount of Refinancing Securities not to exceed the Redemption Price of the
Securities being refinanced thereby and any accrued and unpaid interest plus the
Refinancing Expenses relating thereto, any Policy Premium and Policy Redemption
Premium due and payable to the Policy Provider and any amount to be deposited in
any Cash Collateral Account for such Refinancing Securities. The proceeds of
each sale of Refinancing Securities shall be used to make the deposit required
by Section 3.10(d) hereof, to pay such Refinancing Expenses, such Policy Premium
and Policy Redemption Premium and to fund such Cash Collateral Account.

          (c) Each Refinancing Security shall contain such terms as may be
established in or pursuant to the related Board Resolution (subject to Section
2.01 hereof), in any indenture supplemental hereto providing for the issuance of
such Securities or specified in the form of such Securities to the extent
permitted below, and shall have the same ranking pursuant to Section 3.08 hereof
with respect to all other Obligations as the Securities of the class to which
such Refinancing Securities belong (and, with respect to other subclasses of
such class, as provided in Section 3.09 hereof). No less than seven Business
Days, prior to any Refinancing, any or all of the following, as applicable, with
respect to the related issue of each subclass of Refinancing Securities shall
have been determined by the Issuer and set forth in such Board Resolutions, in
any indenture supplemental hereto or specified in the form of such Securities,
as the case may be:

          (i) the Securities to be refinanced by such Refinancing Securities;

          (ii) the aggregate principal amount of such Refinancing Securities
     that may be issued;



                                                                              59


          (iii) the proposed date of such Refinancing;

          (iv) the Expected Final Payment Date and the Final Maturity Date of
     such Refinancing Securities;

          (v) whether such Refinancing Securities are to have the benefit of any
     Eligible Credit Facility and, if so, the amount and other terms thereof
     and/or any increase in the Required Amount for any Cash Collateral Account;

          (vi) the rate at which such Refinancing Securities shall bear interest
     or the method by which such rate shall be determined;

          (vii) if other than denominations of $100,000 or higher integral
     multiples of $1,000 (with respect to Class A Securities), or $500,000 (with
     respect to Class E Securities), the denomination or denominations in which
     such Refinancing Securities shall be issuable;

          (viii) whether such Refinancing Securities are to be issuable
     initially in registered or global form and, if global, whether holders of
     any such global Refinancing Security may exchange such Securities for
     Refinancing Securities of the same class or subclass and of like tenor of
     any authorized form and denomination and the circumstances under which any
     such exchanges may occur, if other than in the manner provided in Section
     2.07 hereof, and the circumstances under which and the place or places
     where any such exchanges may be made;

          (ix) any adjustments to be made, consistent with Sections 3.09 and
     3.11 hereof, to the applicable Note Pool Factors or Extended Note Pool
     Factors as a result of the issuance of such Refinancing Securities;

          (x) the class and subclass of Securities to which such Refinancing
     Securities belong;

          (xi) whether such Refinancing Securities are to be Covered Class A
     Securities; and

          (xii) any other terms, conditions, rights and preferences (or
     limitations on such rights and preferences) relating to such Refinancing
     Securities (which terms shall comply with Applicable Law and not be
     inconsistent with the requirements or restrictions of this Indenture,
     including Section 5.02(f)(ii) hereof).

          If any of the terms of any issue of Refinancing Securities are
established by action taken pursuant to one or more Board Resolutions, such
Board Resolutions shall be delivered to the Trustee setting forth the terms of
such Refinancing Securities.

          (d) In connection with any Refinancing of the Subclass A-1 Securities
or any other subclass of Covered Class A Securities that has occurred with the
prior written consent of the Policy Provider, each of the Policy and the Policy
Provider Agreement shall be amended to cover the corresponding class of
Certificates relating to such subclass of Covered Class A Securities and the
Policy Provider shall deliver a new Policy or amended Policy, as applicable, to
the Drawing Agent; provided that if the Refinancing Securities of such
Refinancing will not be



                                                                              60


Covered Class A Securities, no amendment of the Policy and the Policy Provider
Agreement shall be required and no delivery of an amended Policy or new Policy
shall be required; provided further that, notwithstanding anything to the
contrary herein, Class A Securities that are not Covered Class A Securities may
not be issued while the Policy remains outstanding. In connection with the
amendment of the Policy to cover the Certificates relating to the Refinancing
Securities, the Policy Provider agrees to deliver to the Issuer, the Guarantor
and Drawing Agent, on or prior to the date of Refinancing, legal opinions and
corporate documents in respect of the amended Policy, substantially similar in
form, scope and substance to the legal opinions and corporate documents
delivered by the Policy Provider on the Initial Closing Date. The Policy
Provider agrees that its rights of reimbursement in respect of the Policy
Drawings under the amended Policy will be the same as its rights of
reimbursement set forth in Section 3.08 and premium payable in respect of the
amended Policy shall be on the same basis and terms as the Policy Premium and
the Policy Redemption Premium paid in respect of the Policy issued on the
Initial Closing Date (unless otherwise agreed to by the Issuer, the Guarantor
and the Drawing Agent and the Policy Provider).

          (e) In connection with any Refinancing of a subclass of Class A
Securities that has occurred with the prior written consent of the Initial
Credit Facility Provider, the Initial Credit Facility if so required by the
terms of such Refinancing shall be amended to cover such subclass of Class A
Securities and the Initial Credit Facility Provider shall deliver a new Eligible
Credit Facility or amended Initial Credit Facility, as applicable, to the
Trustee. In connection with the amendment of the Initial Credit Facility to
cover the Refinancing Securities, the Initial Credit Facility Provider agrees to
deliver to the Issuer and the Guarantor, on or prior to the date of Refinancing,
legal opinions and corporate documents in respect of the amended Initial Credit
Facility, substantially similar in form, scope and substance to the legal
opinions and corporate documents delivered by the Initial Credit Facility
Provider on the Initial Closing Date. The Initial Credit Facility Provider
agrees that its rights of reimbursement in respect of the drawings under the
amended Initial Credit Facility will be the same as its rights of reimbursement
set forth in Section 3.08, and fees payable in respect of the amended Initial
Credit Facility shall be on the same basis and terms as the fees paid in respect
of the Initial Credit Facility entered into on the Initial Closing Date.

          (f) In connection with any Refinancing, the Issuer shall pay to all
parties to the Related Documents all reasonable costs and expenses related
thereto.

          (g) Notwithstanding anything to the contrary herein, if the Class A
Securities are refinanced with Class A Securities that are not covered by the
Policy, the issuance of such new uninsured Class A Securities shall be subject
to the following conditions precedent:

          (i) the payment in full of all outstanding Policy Provider Obligations
to the Policy Provider; and

          (ii) the return of the Policy to the Policy Provider for cancellation
and termination.

     Section 2.11 Delivery of Remaining Aircraft. Upon receipt by the Trustee of
a certificate executed by a Director stating (i) that a Remaining Aircraft has
been delivered under and in accordance with the Purchase Agreement, (ii) that no
waiver of the conditions specified in



                                                                              61


Clauses 4.1.1, 4.1.2, 4.1.3, 4.2, 14.2 and 14.3 of the Purchase Agreement has
occurred with respect to such Remaining Aircraft (or the relevant Company)
without the receipt of a Rating Agency Confirmation and the prior written
consent of the Policy Provider and the Initial Credit Facility Provider, (iii)
that an additional Subclass E-1 Security shall be issued to the relevant Seller
in the principal amount of the Subclass E-1 Securities allocable to such
Remaining Aircraft, as set forth in column VII of Exhibit A to the Purchase
Agreement and as such allocable amount may be adjusted according to the Purchase
Agreement with respect to the Subclass E-1 Securities, and specifying the
principal amount of such Subclass E-1 Security to be issued and (iv) the amount
of cash payable from the Aircraft Purchase Account allocable to such Remaining
Aircraft, as set forth in column V of Exhibit A to the Purchase Agreement, net
of the amounts provided for in the Purchase Agreement (any such amount, a
"Remaining Aircraft Allocation Amount"), and wire instructions for the payment
of such funds, the Trustee shall (x) issue an additional Subclass E-1 Security
in a principal amount equal to the amount certified by the Issuer with respect
to such Remaining Aircraft to, and register such Security in the name of, the
relevant Seller and (y) transfer funds in the amount of the Remaining Aircraft
Allocation Amount for such Remaining Aircraft from the relevant Aircraft
Purchase Account in the amount so certified and in accordance with the written
instructions provided by the Cash Manager in accordance with Section 3.05(a).

     Section 2.12 Additional Securities. (a) Subject to paragraph (b) below and
Section 5.02(f)(iv) hereof without limiting the provisions of Section
5.02(l)(ii) hereof, as applicable, the Issuer may issue Additional Securities
pursuant to this Indenture the proceeds of which shall be used to acquire
Additional Aircraft or make Conversion Payments, as the case may be, make
payments into a Cash Collateral Account or pay expenses related thereto (each,
an "Additional Issuance)". Each Additional Issuance shall be authorized pursuant
to one or more Board Resolutions and shall be effected only following receipt of
a Rating Agency Confirmation and upon obtaining the prior written consent of the
Policy Provider (unless a Policy Non-Consent Event has occurred) and the Initial
Credit Facility Provider (unless an Initial Credit Facility Non-Consent Event
has occurred). Each Additional Security shall have such subclass and such
further designations added or incorporated in such title as specified in the
related Board Resolutions, in any indenture supplemental hereto providing for
the issuance of such Securities or specified in the form of such Securities, as
the case may be.

          (b) Each Additional Security shall contain such terms as may be
established in or pursuant to the related Board Resolutions (subject to Section
2.01 hereof), in any indenture supplemental hereto providing for the issuance of
such Securities or specified in the form of such Securities to the extent
permitted below, and shall have the same ranking pursuant to Section 3.08 hereof
with respect to all other Obligations as the Securities of the class to which
such Additional Securities belong (and, with respect to other subclasses of such
class, as provided in Section 3.09 hereof). No less than seven Business Days
prior to any issuance, any or all of the following, as applicable, with respect
to the related Additional Issuance shall have been determined by the Issuer and
set forth in such Board Resolutions, in any indenture supplemental hereto or
specified in the form of such Securities, as the case may be:

          (i) the subclass of Additional Securities to be issued;



                                                                              62


          (ii) with respect to each such subclass of Additional Securities:

               (A) the aggregate principal amount of any such Additional
Securities which may be issued;

               (B) the proposed date of such Additional Issuance;

               (C) the Expected Final Payment Date and the Final Maturity Date
of any such Additional Securities;

               (D) whether any such Additional Securities are to have the
benefit of any Eligible Credit Facility and/or any increase in the Required
Amount for any Cash Collateral Account for the related class or classes of
Securities and, if so, the amount and terms thereof;

               (E) the rate at which any such Additional Securities shall bear
interest or the method by which such rate shall be determined;

               (F) if other than denominations of $100,000 or higher integral
multiples of $1,000 (with respect to Class A Securities) or $500,000 (with
respect to Class E Securities), the denomination or denominations in which any
such Additional Securities shall be issuable;

               (G) any adjustments to be made, consistent with Sections 3.09 and
3.11 hereof, to the applicable Note Pool Factors or Extended Note Pool Factors
as result of the issuance of any such Additional Securities; and

               (H) any other terms, conditions, rights and preferences (or
limitations on such rights and preferences) relating to any such Additional
Securities (which terms shall comply with Applicable Law and not be inconsistent
with the requirements or restrictions of this Indenture, including Section
5.02(f) hereof); and

          (iii) to what extent the proceeds of such Additional Securities are to
be used to acquire Additional Aircraft or to make Conversion Payments, or both,
and:

               (A) in the case of Additional Aircraft, a description of such
Additional Aircraft and the Expected Useful Life of such Additional Aircraft;
and

               (B) in the case of Conversion Payments, a description of the
Aircraft to be converted.

          If any of the terms of any issue of any such Additional Securities are
established by action taken pursuant to one or more Board Resolutions, such
Board Resolutions shall be delivered to the Trustee setting forth the terms of
such Additional Securities.

          (c) In the event Additional Securities are issued as Class A
Securities with the prior consent of the Policy Provider, each of the Policy and
the Policy Provider Agreement shall be amended to cover the corresponding class
of Certificates of such Additional Securities and the Policy Provider shall
deliver a new Policy or amended Policy, as applicable, to the Drawing Agent;
provided that if the Additional Securities of such Additional Issuance will not
be Covered



                                                                              63


Class A Securities, no amendment of the Policy and the Policy Provider Agreement
shall be required and no delivery of an amended Policy or new Policy shall be
required; provided further, that, notwithstanding anything to the contrary
herein, no Class A Securities may be issued without the prior written consent of
the Policy Provider (unless a Policy Non-Consent Event has occurred or will
occur in connection with such Additional Issuance) and the prior written consent
of the Initial Credit Facility Provider (unless an Initial Credit Facility
Non-Consent Event has occurred or will occur in connection with such Additional
Issuance); provided further, that, notwithstanding anything to the contrary
herein, Class A Securities that are not Covered Class A Securities may not be
issued while the Policy remains outstanding. In connection with any issuance of
Additional Securities as a subclass of Class A Securities and amendment of the
Policy, the Policy Provider agrees to deliver to the Issuer, the Guarantor and
the Drawing Agent, on or prior to the date of issuance, legal opinions and
corporate documents in respect of the amended Policy, substantially similar in
form, scope and substance to the legal opinions and corporate documents
delivered by the Policy Provider on the Initial Closing Date. The Policy
Provider agrees that its rights of reimbursement in respect of any Policy
Drawings under the amended Policy will be the same as its rights of
reimbursement set forth in Section 3.08, and premium payable in respect of the
amended Policy shall be on the same basis and terms as the Policy Premium and
Policy Redemption Premium (if any) paid in respect of the Policy issued on the
Initial Closing Date (unless otherwise agreed to by the Issuer, Guarantor and
Drawing Agent and the Policy Provider).

          (d) In connection with any issuance of Additional Securities, the
Issuer shall pay to all parties to the Related Documents all reasonable costs
and expenses related thereto.

     Section 2.13 Special Transfer Provisions.

          (a) Private Placement Legend. Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the Trustee
shall deliver Securities that do not bear the Private Placement Legend, as
applicable. Upon the transfer, exchange or replacement of Securities bearing the
Private Placement Legend, the Trustee shall deliver only Securities that bear
the Private Placement Legend, as applicable, unless there is delivered to the
Trustee an Opinion of Counsel reasonably satisfactory to the Issuer and the
Trustee to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of the
Securities Act.

          (b) General. By its acceptance of any Security bearing the Private
Placement Legend, each Holder of such Security acknowledges the restrictions on
transfer of such Security set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Security only as provided
in this Indenture. The Registrar shall not register a transfer of any Security
unless such transfer complies with the restrictions on transfer of such Security
set forth in this Indenture. In connection with any transfer of Securities, each
Holder agrees by its acceptance of such Securities to furnish the Trustee the
certifications and legal opinions described herein to confirm that such transfer
is being made pursuant to an exemption from, or a transaction not subject to,
the registration requirements of the Securities Act; provided that the Trustee
shall not be required to determine (but may rely on a determination made by the
Issuer with respect to) the sufficiency of any such legal opinions.



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          (c) Transfers of Class E Securities. The Class E Securities may not be
transferred unless (a) the transferee is Aircastle Limited or any of its direct
or indirect wholly-owned Subsidiaries or (b) the Trustee and the Issuer shall
have received an Opinion of Counsel from counsel or tax advisors in Ireland to
the effect that no ACS Ireland Group Member should suffer materially increased
Irish taxes as a result of the transfer.

          The Initial Securities shall be issued pursuant to an exemption from
registration under the Securities Act.

          The Trustee shall retain copies of all letters, notices and other
written communications received pursuant to this Section 2.13 in accordance with
applicable law. The Issuer shall have the right to inspect and make copies of
all such letters, notices or other written communications at any reasonable time
upon the giving of reasonable Written Notice to the Trustee during the term of
this Agreement and for a period of three months thereafter.

     Section 2.14 Temporary Securities. Pending the preparation of Securities of
any subclass, the Issuer may execute and the Trustee may authenticate and
deliver temporary Securities of such subclass which are printed, lithographed,
typewritten or otherwise produced, in any denomination, containing substantially
the same terms and provisions as are set forth in the applicable exhibit hereto
or in any indenture supplemental hereto, except for such appropriate insertions,
omissions, substitutions and other variations relating to their temporary nature
as the Director executing such temporary Securities may determine, as evidenced
by his or her execution of such temporary Securities.

          If temporary Securities of any subclass are issued, the Issuer will
cause Securities of such subclass to be prepared without unreasonable delay.
After the preparation of Securities of such subclass, the temporary Securities
shall be exchangeable for Securities upon surrender of such temporary Securities
at the Corporate Trust Office of the Trustee, without charge to the Holder
thereof. Upon surrender for cancellation of any one or more temporary
Securities, the Issuer shall execute and the Trustee shall authenticate and
deliver in exchange therefor Securities of like subclass, in authorized
denominations and in the same aggregate principal amounts. Until so exchanged,
such temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as Securities.

     Section 2.15 Statements to Holders. (a) On the second Business Day before
each Payment Date, the Issuers shall cause the Administrative Agent to deliver
to the Pass Through Trustee, the Trustees, the Cash Manager, the Directors and
the Policy Provider, and the Trustee shall (or shall instruct any Paying Agent
to) promptly thereafter distribute or make available to each Holder of record
with respect to such Payment Date, the Policy Provider, the Initial Credit
Facility Provider and each Rating Agency, a report, substantially in the form
attached as Exhibit E hereto prepared by the Administrative Agent and setting
forth the information described therein after giving effect to such payment
(each, a "Monthly Report") in respect of the Calculation Date immediately
preceding such Payment Date and the month then ended. Each Monthly Report
provided to the Pass Through Trustee, the Trustees, Directors, the Policy
Provider, the Initial Credit Facility Provider and each Rating Agency for each
May, August and November shall be accompanied by (i) a statement setting forth
an analysis of the Collections Account activity for the preceding quarter ended
on the Calculation Date occurring in the



                                                                              65


immediately preceding March, June and September, respectively, (ii) a discussion
and analysis of such activity and of any significant developments affecting the
ACS Group in such quarter and (iii) an updated description of the ACS Group
Aircraft in the ACS Group Portfolio and the related Lessees as of the end of
such quarter (each, a "Quarterly Report"). Each Monthly Report provided to the
Pass Through Trustee, the Trustees, Directors, the Policy Provider, the Initial
Credit Facility Provider and each Rating Agency for each April shall be
accompanied by (x) a statement setting forth an analysis of the Collections
Account activity for the year ended on the Calculation Date occurring in the
immediately preceding January, (y) a discussion and analysis of such activity
and of any significant developments affecting the ACS Group in such year and (z)
updated information with respect to the ACS Group Aircraft in the ACS Group
Portfolio as of the end of such year (each, an "Annual Report"). Each Quarterly
Report and Annual Report, as the case may be, shall contain a listing of the ACS
Group Aircraft that are not subject to any ACS Group Lease. The Trustees shall
deliver a copy of, or make available via a website, each Quarterly Report and
Annual Report to any Holder or other Secured Party who requests a copy thereof.

          (b) After the end of each calendar year but not later than the latest
date permitted by law, the Issuer shall cause the Administrative Agent to
deliver to the Trustee, the Cash Manager, the Policy Provider, the Initial
Credit Facility Provider and the Directors, and the Trustee shall (or shall
instruct any Paying Agent to) furnish to each Person who at any time during such
calendar year was a Holder of record of any subclass of Securities a statement
prepared by the Administrative Agent containing the sum of the amounts
determined pursuant to Exhibit E hereto with respect to the subclass of
Securities for such calendar year or, in the event such Person was a Holder of
record of any subclass during only a portion of such calendar year, for the
applicable portion of such calendar year, and such other items as are readily
available to the Administrative Agent and which a Holder shall reasonably
request as necessary for the purpose of such Holder's preparation of its U.S.
federal income or other tax returns. In the event that any such information has
been provided by any Paying Agent directly to such Person through other
tax-related reports or otherwise, the Trustee in its capacity as Paying Agent
shall not be obligated to comply with such request for information.

          (c) The Issuer shall cause a copy of each report described in Section
2.15(a) above to be concurrently delivered by the Administrative Agent to the
Listing Agent, on behalf of the Alternative Securities Market of the Irish Stock
Exchange, each Rating Agency and the Irish Remarketing Servicer.

          (d) The Trustee shall forward the information furnished pursuant to
Section 2.15 to each Holder of record of each Security of such subclass for the
relevant period of ownership of such Security as appears on the records of the
Registrar.

          (e) Prior to a Refinancing or Redemption, the Trustee shall cause
notice thereof to be given by publication by the Irish Paying Agent in the Irish
Times or, if such newspaper shall cease to be published or timely publication
therein shall not be practicable, in such English language newspaper or
newspapers as the Trustee shall approve having a general circulation in Europe
or by way of announcement by the Irish Listing Agent at the Companies
Announcement office at the Irish Stock Exchange and by either of (A) the
information contained in such notice appearing on the relevant page of the
Reuters Screen or such other medium for the electronic



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display of data as may be approved by the Trustee and notified to Holders or (B)
publication in the Financial Times (European Edition) and The Wall Street
Journal (National Edition) or, if either newspaper shall cease to be published
or timely publication therein shall not be practicable, in such English language
newspaper or newspapers as the Trustee shall approve having a general
circulation in Europe and the United States, with no further publication
requirement.

          (f) Notices referred to in this Section 2.15 to Holders of the Class E
Securities generally will only be made by the Trustee directly to the registered
holders thereof by any of the methods referred to in Section 13.05 hereof.

          (g) The Trustee shall be at liberty to sanction some other method of
giving notice to the Holders of any subclass if, in its opinion, such other
method is reasonable, having regard to the number and identity of the Holders of
such subclass and/or to market practice then prevailing, is in the best
interests of the Holders of such subclass and will comply with the rules of the
Alternative Securities Market of the Irish Stock Exchange as confirmed by the
Listing Agent or such other stock exchange (if any) on which the Securities of
such subclass are then listed, and any such notice shall be deemed to have been
given on such date as the Trustee may approve; provided that notice of such
method is given to the Holders of such subclass in such manner as the Trustee
shall require with no further publication requirement.

          (h) Notwithstanding the above, any notice specifying the rate, amount
or Payment Date in respect of the Securities of any subclass bearing interest at
a floating rate or in respect of any repayment of principal on any Securities
shall, for so long as such Securities (for the avoidance of doubt, not including
the Class E Securities) are listed on the Alternative Securities Market of the
Irish Stock Exchange and so long as the rules of the Alternative Securities
Market of the Irish Stock Exchange so require, be given to the Listing Agent by
the Irish Paying Agent; provided that any notice specifying redemption of
principal of any Securities must be published in the Irish Times or another
daily newspaper of general circulation in Ireland or by way of announcement by
the Irish Listing Agent at the Companies Announcement office at the Irish Stock
Exchange. Any such notice or announcement, as the case may be, shall be deemed
to have been given on the first day on which any of such conditions shall have
been met.

     Section 2.16 CUSIP, CINS and ISIN Numbers. The Issuer in issuing the
Securities may use "CUSIP", "CINS", "ISIN" or other identification numbers (if
then generally in use), and if so, the Trustee shall use CUSIP numbers, CINS
numbers, ISIN numbers or other identification numbers, as the case may be, in
notices of redemption or exchange as a convenience to Holders; provided that any
such notice shall state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of redemption or exchange and that reliance may be placed only on the other
identification numbers printed on the Securities; provided further that failure
to use "CUSIP", "CINS", "ISIN" or other identification numbers in any notice of
redemption or exchange shall not affect the validity or sufficiency of such
notice.

     Section 2.17 Holder Representations and Covenants. Each Holder and
beneficial owner of a Security (other than a Class E Security), by the purchase
of such Security or beneficial interest therein, covenants and agrees that it
will treat such Security as indebtedness for all



                                                                              67


purposes and will not take any action contrary to such characterization,
including, without limitation, filing any tax returns or financial statements
inconsistent therewith.

     Section 2.18 European Union Insolvency Regulation. Each of the parties
hereto (other than the Issuer), and each Holder and beneficial owner of a
Security by the purchase of such Security or beneficial interest therein, hereby
acknowledges and agrees that, for the purposes of European Union Council
Regulation (EC) No. 1346/2000 on insolvency proceedings (the "Regulation") the
"centre of main interests" (as that term is defined in the Regulation) of the
Issuer is Ireland and that it has entered into this Indenture in reliance upon
the centre of main interests of the Issuer being and continuing to be in
Ireland.

                                  ARTICLE III
                         ACCOUNTS; PRIORITY OF PAYMENTS

     Section 3.01 Accounts. (a) Establishment of Accounts. The Cash Manager,
acting on behalf of the Security Trustee, shall direct the Operating Bank in
writing to establish and maintain on its books and records in the name of the
Security Trustee the following non-interest bearing accounts: (i) a collections
account (the "Collections Account"), an aircraft purchase account (each, an
"Aircraft Purchase Account") with respect to each Initial ACS Group Aircraft not
acquired on the Initial Closing Date, one or more rental accounts (each, a
"Rental Account"), one or more lessee funded accounts as provided in the Cash
Management Agreement (each, a "Lessee Funded Account"), an aircraft conversion
account (the "Aircraft Conversion Account"), a security deposit account (the
"Security Deposit Account"), an expense account (the "Expense Account"), one
note account for each subclass of the initial ACS Group Securities (each, a
"Securities Account"), an account for the Shareholders (the "Shareholders
Account"), a senior cash collateral account (the "Senior Cash Collateral
Account"), a liquidity reserve account (the "Credit Facility Reserve Account")
and a payment account for the Initial Credit Facility (the "Initial Liquidity
Payment Account") in each case on or before the Initial Closing Date and (ii)
one or more Rental Accounts and any additional Lessee Funded Accounts, in each
case provided for in the Cash Management Agreement, any additional Securities
Accounts, a defeasance/redemption account (the "Defeasance/Redemption Account"),
a refinancing account (the "Refinancing Account"), and any other Account
(including any additional Cash Collateral Account) the establishment of which is
set forth in a Board Resolution or Guarantor Board Resolution, as applicable,
delivered to the Trustee and the Guarantor Trustee, the Security Trustee and the
Cash Manager, in each case at such time as is set forth in this Section 3.01 or
in such Board Resolution or such Guarantor Board Resolution. The Issuer shall
establish a rental account (the "Irish Rental Account") and an Irish collections
account (the "Irish VAT Refund Account") in its name at an Eligible Institution.
Each Account shall be established and maintained as an Eligible Account in
accordance with the terms of the Security Trust Agreement (or, in the case of
the Irish VAT Refund Account and the Irish Rental Account, a charge over bank
account governed by Irish law with respect thereto (the "Irish Account Charge"))
so as to create, perfect and establish the priority of the security interest of
the Security Trustee in such Account and all cash, Investments and other
property therein under the Security Trust Agreement (or, in the case of the
Irish Rental Account and the Irish VAT Refund Account, the Irish Account Charge)
and otherwise to effectuate the Security Trust Agreement (or, in the case of the
Irish



                                                                              68


Rental Account and Irish VAT Refund Account, the Irish Account Charge). Each new
Account established pursuant to Section 2.03(a) of the Cash Management Agreement
shall, when so established, be the Account of such name and purposes for all
purposes of this Indenture. A Certificate Account for the benefit of the holders
of the Certificates shall be established and maintained in accordance with the
terms of the Pass Through Trust Agreement.

          (b) Withdrawals and Transfers Generally. Any provision of this
Indenture relating to any deposit to, withdrawal from, or any transfer to or
from, any Account by the Cash Manager shall mean any such deposit, withdrawal or
transfer effected by the Operating Bank at the Written Notice of the Cash
Manager (such direction to be provided to the Operating Bank by 1:00 p.m. (New
York City time) on the date of such deposit, transfer or withdrawal) given in
accordance with the terms of this Indenture, the Cash Management Agreement and
the Security Trust Agreement. Each such Written Notice to the Operating Bank
shall be also communicated in computer file format or in such other form as the
Cash Manager, the Operating Bank, the Trustees and the Security Trustee agree,
provided that, in the case of communication in computer file format or any other
form other than a written tangible form, a written tangible form thereof shall
promptly thereafter be sent to the Operating Bank. No deposit to, withdrawal
from or transfer from or to any Account shall be made except in accordance with
the terms of this Indenture, the Security Trust Agreement and the Cash
Management Agreement or by any Person other than the Cash Manager (or, upon the
written direction of the Cash Manager, the Operating Bank) or, in the case of
the Securities Accounts, the Trustee or Guarantor Trustee (in which respect such
Trustee or Guarantor Trustee agrees it is acting as the agent of the Security
Trustee). Each of the parties to this Indenture acknowledges that the terms of
this Indenture contemplate that the Cash Manager will receive certain
information from other parties to this Indenture and the Related Documents in
order for the Cash Manager to be able to perform all or any part of its
obligations hereunder, that the Cash Manager will be able to perform its
obligations hereunder only to the extent such information is provided to the
Cash Manager by the relevant parties and that the Cash Manager may conclusively
rely, absent manifest error, on such information as it receives without
undertaking any independent verification of that information. The Cash Manager
agrees that if it does not receive any such information expected to be received
by it, it will promptly notify the Administrative Agent that it has not received
such information and which party who was to provide such information of such
failure.

          (c) Collections Account. All Collections (including amounts
transferred from the Rental Accounts) shall be, when received, deposited in the
Collections Account, and all cash, Investment and other property in the
Collections Account shall be transferred from the Collections Account in
accordance with the terms of this Indenture.

          (d) Lessee Funded Account. Any Segregated Funds received from time to
time from any Lessee or pursuant to any ACS Group Acquisition Agreement shall be
transferred by the Operating Bank at the written direction of the Cash Manager
(which direction shall be given pursuant to a Written Notice from the
Administrative Agent) from the Collections Account into the related Lessee
Funded Account. The Cash Manager shall not make any withdrawal from, or transfer
from or to, any Lessee Funded Account in respect of (i) any portion of the
Segregated Funds therein consisting of a security deposit except, upon the
termination of the related ACS Group Lease, as provided in such ACS Group Lease
or (ii) any Segregated Funds that is contrary to the requirements of the
respective ACS Group Leases as to Segregated Funds and the



                                                                              69


requirements of the Security Trust Agreement (including the agreement of the
Security Trustee that it designate on its account records that it holds its
interest in each Lessee Funded Account for the benefit of the respective Lessee
in respect of whom such Segregated Funds are held). Without limiting the
foregoing, no cash, Investment and other property in a Lessee Funded Account may
be used to make payments, other than as permitted under Section 3.07 hereof, in
respect of the ACS Group Securities at any time, including after the delivery of
a Default Notice. Any Segregated Funds relating to an expired ACS Group Lease
that remain in a Lessee Funded Account after expiration or termination of such
ACS Group Lease and that are not due and owing to the relevant Lessee under such
expired or terminated ACS Group Lease shall, if so required under the terms of a
subsequent ACS Group Lease, if any, relating to such ACS Group Aircraft, be
credited in a Lessee Funded Account or the Security Deposit Account for the
benefit of the next Lessee of the relevant ACS Group Aircraft to the extent
required under the terms of such subsequent ACS Group Lease and, to the extent
not so required, transferred to the Collections Account. When and as provided in
the Cash Management Agreement the Cash Manager shall cause to be established
such additional Lessee Funded Accounts as requested by the Administrative Agent
and as are provided for in accordance with Section 3.01(a) hereof.

          (e) Security Deposit Account. Any cash security deposits received from
time to time from any Lessee or pursuant to any ACS Group Acquisition Agreement
(other than any cash security deposit required to be Segregated Funds, which
shall be deposited in the related Lessee Funded Account) shall be transferred by
the Operating Bank at the written direction of the Cash Manager (which direction
shall be given pursuant to a Written Notice from the Administrative Agent) from
the Collections Account into the Security Deposit Account. No cash, Investment
and other property in the Security Deposit Account may be used to make payments,
other than as permitted under Section 3.07 hereof, in respect of the ACS Group
Securities at any time, including after the delivery of a Default Notice. Any
security deposits relating to an expired ACS Group Lease that remain in the
Security Deposit Account after expiration or termination of such ACS Group Lease
and that are not due and owing to the relevant Lessee under such expired or
terminated ACS Group Lease shall, if so required under the terms of a subsequent
ACS Group Lease, if any, relating to such ACS Group Aircraft, be credited in the
Security Deposit Account or a Lessee Funded Account for the benefit of the next
Lessee of the relevant ACS Group Aircraft and, to the extent not so required,
transferred to the Collections Account.

          (f) Expense Account. On each Payment Date, such amounts as are
provided in Section 3.08 hereof in respect of the Required Expense Amount and
Permitted Accruals shall be deposited into the Expense Account from the
Collections Account. Expenses shall be paid from the Expenses Account as
provided in Section 3.04 hereof.

          (g) Rental Accounts. All Rental Payments and other amounts received
pursuant to any Related Collateral Document shall be deposited into such Rental
Account (including any Non-Trustee Account) as the Cash Manager may determine or
as provided for in the Cash Management Agreement or, with respect to any ACS
Group Aircraft held by the ACS Ireland Group, all Rental Payments and other
amounts received pursuant to any Related Collateral Document related to such ACS
Group Aircraft shall be deposited into the Irish Rental Account. Except with
respect to amounts, if any, that for local tax or other regulatory or legal
reasons must be retained on deposit or as to the transfer of which the Cash
Manager determines (based on information provided to the Cash Manager in a
Written Notice from the Administrative Agent) there is any substantial
uncertainty, all amounts so deposited shall, within one Business Day of their
receipt (or, with respect to any Non-Trustee Account or the Irish Rental
Account, within three Business Days of their receipt), be transferred by the
Cash Manager to the Collections Account. If the Cash Manager determines (based
on



                                                                              70


information provided to the Cash Manager in a Written Notice from the
Administrative Agent) that, for any tax or other regulatory or legal reason, any
such Collections may not be deposited into an account in the name of the
Security Trustee, then, notwithstanding the requirements of Section 3.01(a)
hereof, the relevant ACS Group Member may establish one or more Rental Accounts
(each, a "Non-Trustee Account"), for such Collections in its own name or in the
name of a nominee or trustee acting on its behalf (but subject to the direction
and control of the Cash Manager on behalf of the Security Trustee) at any
Eligible Institution provided that the ACS Group Member that is the lessor under
the relevant Lease is or becomes a party to a Security Document with respect to
such Account.

          (h) Refinancing Account. Upon notice to it of an ACS Group
Refinancing, the Cash Manager shall cause the Operating Bank to establish and
maintain a Refinancing Account pursuant to Section 3.01(a) hereof in the name of
the Security Trustee for the benefit of the Holders of the subclass of ACS Group
Securities, if any, to be refinanced. All net cash proceeds of such ACS Group
Refinancing shall be deposited in the Refinancing Account and shall be held in
such Account until such proceeds are applied to pay the Redemption Price or
Guarantor Redemption Price, as applicable, of and all accrued and unpaid
interest on such ACS Group Securities until such ACS Group Securities are
cancelled by the Trustees and Refinancing Expenses (and any Policy Premium due
and payable to the Policy Provider) with respect thereto (except to the extent
the Directors and the Guarantor Directors have determined, as evidenced by a
Board Resolution and a Guarantor Board Resolution, respectively, to pay the same
from funds available therefor as Permitted Accruals in the Expense Account) and
as otherwise provided in Section 5.02(f)(ii)(D) hereof.

          (i) Defeasance/Redemption Account. Upon notice to it that any subclass
of ACS Group Securities is to be redeemed pursuant to Section 3.10 hereof or the
Guarantor Indenture (other than in an ACS Group Refinancing) or defeased under
Article XII hereof or the Guarantor Indenture, the Cash Manager shall cause the
Operating Bank to establish and maintain a Defeasance/Redemption Account
pursuant to Section 3.01(a) hereof or of the Guarantor Indenture in the name of
the Security Trustee for the benefit of the Holders of such subclass. All
amounts received for the purpose of any such redemption or defeasance shall be
deposited in the Defeasance/Redemption Account.

          (j) Aircraft Purchase Accounts. As and to the extent provided in
Section 3.04 hereof (or, in the case of any ACS Group Additional Aircraft, in
the terms of any indenture supplemental hereto or to the Guarantor Indenture, as
applicable, or a Board Resolution or Guarantor Board Resolution, as applicable,
with respect to the related ACS Group Additional Securities), an amount equal to
the Aircraft Allocation Amount for each Remaining Aircraft acquired on the
relevant Acquisition Date or, in the case of an Additional ACS Group Aircraft,
on the Closing Date for the related ACS Group Additional Securities will be
transferred from the Collections Account out of the proceeds of the ACS Group
Initial Securities or ACS Group Additional Securities (as the case may be) to
the Aircraft Purchase Account for such ACS Group Aircraft. The amount so
deposited will be held in such Account and invested in Permitted



                                                                              71


Account Investments until applied as provided in Section 3.04 or 3.05 hereof.
The Issuer or the Guarantor, as applicable, shall notify the Security Trustee
and the Administrative Agent of the satisfaction or waiver (specifying which) of
all conditions for the payment of the Aircraft Purchase Price of any ACS Group
Aircraft not acquired on a Closing Date.

          (k) Aircraft Conversion Account. As and to the extent provided in
Section 3.04(g) and Section 5.02(i) hereof (or in the terms of any indenture
supplement hereto or indenture supplement to the Guarantor Indenture or a Board
Resolution or Guarantor Board Resolution with respect to the related ACS Group
Additional Securities), an amount equal to any expected ACS Group Conversion
Payment (or in the case of a Conversion Election, a portion thereof) will be
transferred from the Collections Account (i) in the event of a Conversion
Election for any Payment Date, in an amount equal to the sum of (A) the
Available Minimum Principal Amount (or a portion thereof) to fund the Allocable
Principal Conversion Amount and (B) the Available Holder Amount (or a portion
thereof) to fund the Allocable Equity Conversion Amount for such Payment Date,
or (ii) out of the proceeds of the ACS Group Additional Securities, in each case
to the Aircraft Conversion Account. The amount so deposited will be held in the
Aircraft Conversion Account and invested in Permitted Account Investments until
applied as provided in Section 3.04 or 3.08 hereof and upon payment of all ACS
Group Conversion Payments required for such Aircraft Conversion, any remaining
amounts in the Aircraft Conversion Account shall be promptly transferred to the
Collections Account. The Administrative Agent shall notify the Security Trustee
and the Cash Manager of the satisfaction or waiver (specifying which) of all
conditions for the payment of any ACS Group Conversion Payment, and no amounts
may be withdrawn or transferred from the Aircraft Conversion Account until
receipt of such notice as to such ACS Group Conversion Payment.

          (l) Securities Account. Upon the issuance of ACS Group Securities of
any subclass for which a Securities Account was not previously established, the
Cash Manager shall cause the Operating Bank to establish and maintain a
Securities Account for such subclass in accordance with Section 3.01(a) hereof
in the name of the Security Trustee for the benefit of the Holders of the ACS
Group Securities of such subclass. Upon the transfer of any amounts to the
Securities Account for any subclass of ACS Group Securities in accordance with
Section 3.08 hereof, the Trustee or the Guarantor Trustee, as applicable, on the
same day shall pay all such amounts to the Holders of such subclass of
Securities as of the related Record Date in accordance with the terms of this
Indenture or the Guarantor Indenture, as applicable; provided that with respect
to the Securities Account for any subclass of ACS Group Class A Securities, so
long as the Pass Through Trustee is the Holder of any subclass of ACS Group
Class A Securities, all amounts in the Securities Account for such subclass of
ACS Group Class A Securities shall be promptly transferred to the Certificate
Account.

          (m) Shareholders Account. Upon the transfer of any amounts to the
Shareholders Account for the Shareholders in accordance with Section 3.08
hereof, the Guarantor Trustee on the same day shall pay all such amounts to the
Shareholders.

          (n) Irish VAT Refund Account. All payments of refunds with respect to
Irish value-added Tax and any similar amounts related to Irish Tax payments
payable to the Issuers or any ACS Group Subsidiary shall be, when received,
deposited in the Irish VAT Refund Account. Funds held in the Irish VAT Refund
Account shall be converted into U.S. dollars with a



                                                                              72


recognized foreign exchange dealer or foreign commercial bank (which may be the
bank where the Irish VAT Refund Account is located or the Cash Manager or an
affiliate). The conversion of currency into U.S. dollars shall be pursuant to
the conversion procedures set forth in Section 13.07. Upon conversion and
receipt of U.S. dollars, the Cash Manager shall cause such amounts to be
deposited from the Irish VAT Refund Account to the Collections Account as soon
as administratively practicable. The cost and expense of any such conversion
shall be added to and reflected in the rate obtained for conversion and in no
event shall the Cash Manager or any of its affiliates be liable in respect of
the exchange rate obtained for any such conversion or any related cost or
expense.

          All amounts held in the Irish VAT Refund Account from time to time
shall remain uninvested pending conversion to U.S. dollars and transfer to the
Collections Account.

          The Administrative Agent shall promptly notify the Cash Manager in
writing of the expected payment of any such refund and the anticipated amount as
set forth in the Administrative Agency Agreement.

          (o) Credit Facility Reserve Account. Following the funding of the
Credit Facility Reserve Account with a Downgrade Drawing, a Final Drawing or a
Non-Extension Drawing, if the Cash Manager determines on any Calculation Date,
after all withdrawals and transfers are made with respect to the Payment Date
related to such Calculation Date, there will be insufficient funds in the
Collections Account (x) to transfer to the Expense Account an amount such that
the amount on deposit therein is equal to the Required Expense Amount for such
Payment Date, (y) to pay Senior Hedge Payments to each applicable Hedge Provider
and (z) to pay the Interest Amount for the ACS Group Subclass A-1 Securities, in
each case as provided in Section 3.08 hereof, the Operating Bank shall withdraw
from the Credit Facility Reserve Account on such Payment Date the lesser of the
amount equal to the shortfall in making the payments set forth in clauses (x),
(y) and (z) above and the amount on deposit therein. The amount so withdrawn
shall be applied in the following manner: FIRST, to the Expense Account an
amount such that the amount on deposit therein is at least equal to the Required
Expense Amount for such Payment Date and SECOND, in no order of priority inter
se, but pro rata, (A) to the Securities Accounts for the ACS Group Subclass A-1
Securities, the Interest Amount on each such subclass of ACS Group Class A
Securities in no order of priority inter se, but pro rata according to the
amount of accrued and unpaid interest on the ACS Group Subclass A-1 Securities
and (B) pro rata, to any Hedge Provider, an amount equal to any Senior Hedge
Payment due from any ACS Group Member pursuant to any Hedge Agreement.

          (p) Senior Cash Collateral Account. (A) If the Cash Manager determines
on any Calculation Date that, on any Payment Date after making all payments and
transfers to be made with respect to such Payment Date (for the avoidance of
doubt, prior to any drawings under the Initial Credit Facility or the Policy
and/or withdrawals, if any, from the Credit Facility Reserve Account), there are
insufficient funds in the Collections Account (x) to transfer to the Expense
Account an amount such that the amount on deposit therein is equal to the
Required Expense Amount, (y) to pay Senior Hedge Payments to each applicable
Hedge Provider and (z) to pay the Interest Amount for each subclass of ACS Group
Class A Securities, in each case as provided in Section 3.08, the Cash Manager
shall so notify the Trustee and the Guarantor Trustee and direct the Operating
Bank in writing on such Payment Date to withdraw from the Senior Cash



                                                                              73


Collateral Account the lesser of an amount equal to the shortfall in making the
payments set forth in clauses (x), (y) and (z) above and the amount on deposit
therein. The amount so withdrawn shall be applied, FIRST, to the Expense Account
an amount such that the amount on deposit therein is at least equal to the
Required Expense Amount and SECOND, in no order of priority inter se, but pro
rata, (A) to the Securities Accounts for each subclass of ACS Group Class A
Securities, the Interest Amount on such subclass of ACS Group Class A Securities
in no order of priority inter se, but pro rata according to the amount of
accrued and unpaid interest on such subclass of ACS Group Class A Securities;
and (B) pro rata, to any Hedge Provider, an amount equal to any Senior Hedge
Payment due from any ACS Group Member pursuant to any Hedge Agreement. If the
Cash Manager determines that, on any Payment Date, the amount on deposit in the
Senior Cash Collateral Account, after making any withdrawals therefrom to be
made on such Payment Date, exceeds the aggregate Outstanding Principal Balance
of the ACS Group Class A Securities, the Cash Manager shall so notify the
Trustee and Guarantor Trustee in writing and, upon receipt of written consent of
the Issuer and the Guarantor, direct the Operating Bank in writing to withdraw
the collected credit balance of the Senior Cash Collateral Account and apply
such balance, FIRST, to the Securities Accounts for each subclass of ACS Group
Class A Securities, in the order of priority by subclass set forth in Section
3.09 hereof, an amount equal to the Outstanding Principal Balance of each such
subclass and SECOND, to the Collections Account, for application on the next
succeeding Payment Date in accordance with Section 3.08 hereof (any such
application, a "Senior Cash Collateral Event"). Unless applied in connection
with a Senior Cash Collateral Event, no amount in the Senior Cash Collateral
Account shall be available for any shortfall in the payment of principal of the
ACS Group Class A Securities. Amounts deposited in the Senior Cash Collateral
Account are not subject to the payment priorities set forth in Section 3.08
hereof.

          (q) Certificate Account. The proceeds of any Policy Drawing shall be,
when received, deposited in the Certificate Account. Any amounts so paid shall
be distributed by the Pass Through Trustee to the holders of the Certificates in
accordance with the terms of the Pass Through Trust Agreement.

          (r) Additional Cash Collateral Accounts. Upon receipt by the Cash
Manager and the Trustee and Guarantor Trustee of a Board Resolution and
Guarantor Board Resolution providing for the establishment of any additional
Cash Collateral Account as an Eligible Credit Facility for one or more
subclasses of Securities or in respect of any other Obligation, the Cash Manager
shall, by Written Notice, cause the Operating Bank to establish (within three
Business Days of the giving of such Written Notice) and maintain such Cash
Collateral Account pursuant to Section 3.01(a) hereof in the name of the
Security Trustee for the benefit of the Holders of the ACS Group Securities of
each such subclass and/or the Secured Parties holding such other Obligation
(and, with respect to any additional Cash Collateral Account to be an Eligible
Credit Facility (other than any Cash Collateral Account in respect of which (a)
amounts will be deposited therein and (b) there is no obligation to reimburse
any Person in respect of such amounts), upon receipt of the prior written
consent of the Initial Credit Facility Provider and the Policy Provider to such
additional Cash Collateral Account). All amounts provided in connection with any
such Board Resolution and Guarantor Board Resolution for deposit in such Account
and all amounts to be deposited in such Account under Section 3.08 hereof as an
Eligible Credit Facility shall be held in such Cash Collateral Account for
application, and all replenishment shall be made, in accordance with the terms
of the Board Resolution and



                                                                              74


Guarantor Board Resolution relating to such Eligible Credit Facility, which
Board Resolution and Guarantor Board Resolution shall include the basis of any
replenishment of the Cash Collateral Account.

          (s) Guarantor Indenture. For the avoidance of doubt, (a) references to
this Section 3.01 shall include reference to the equivalent Section 3.01 in the
Guarantor Indenture and (b) the Accounts under this Indenture shall be the same
accounts, with such names and for such purposes, as the "Accounts" under the
Guarantor Indenture.

     Section 3.02 Investments of Cash. (a) For so long as any ACS Group
Securities remain Outstanding, the Cash Manager, on behalf of the Security
Trustee, shall, or shall direct the Operating Bank in writing to, invest and
reinvest, at the written direction of the Issuers, the funds on deposit in the
Accounts in Permitted Account Investments; provided, however, that the Initial
Credit Facility Provider shall be entitled to direct the Cash Manager to invest
the amounts standing (if any) in the Credit Facility Reserve Account in
Permitted Account Investments; provided further that following the giving of a
Default Notice or during the continuance of an Acceleration Default, the Cash
Manager shall invest such amount at the written direction of the Security
Trustee in Permitted Account Investments described in clause (d) of the
definition thereof (but in the case of a Lessee Funded Account only to the
extent any such investment credited to such Lessee Funded Account is permitted
by the ACS Group Leases pursuant to which such funds were received) from the
time of receipt thereof until such time as such amounts are required to be
distributed pursuant to the terms of this Indenture and the Guarantor Indenture.
The Cash Manager shall make such investments and reinvestments, and the Issuer,
the Initial Credit Facility Provider and/or the Security Trustee as specified in
the immediately preceding sentence shall provide such direction, in accordance
with the terms of the following provisions:

          (i) the Permitted Account Investments shall have maturities and other
terms such that sufficient funds shall be available to make required payments
pursuant to this Indenture and the Guarantor Indenture (A) before the next
Payment Date after which such investment is made, in the case of investments of
funds on deposit in the Collections Account and the Expense Account, or (B) in
accordance with a Written Notice provided by the Administrative Agent, the
requirements of the relevant ACS Group Leases or ACS Group Aircraft Agreements,
in the case of investments of funds on deposit in the Lessee Funded Accounts or
the Security Deposit Account; provided that an investment maturing within one
year of the date of investment shall nevertheless be a Permitted Account
Investment if it has been acquired with funds which are not reasonably
anticipated, at the discretion of the Cash Manager (at the direction of the
Administrative Agent), to be required to be paid to any other Person or
otherwise transferred from the applicable Account prior to such maturity;

          (ii) if any funds to be invested are not received in the Accounts by
1:00 p.m. (New York City time) on any Business Day, such funds shall, if
possible, be invested in overnight Permitted Account Investments described in
clause (d) of the definition thereof; provided that none of the Trustee, the
Guarantor Trustee or the Security Trustee shall be liable for any losses
Incurred in respect of the failure to invest funds not thereby received; and

          (iii) if required by the terms of a ACS Group Lease as set forth in a
Written Notice from the Administrative Agent to the Cash Manager, any
investments of funds on deposit



                                                                              75


in a Lessee Funded Account or the Security Deposit Account shall be made on
behalf of the relevant Lessee in such investments as may be required thereunder.

          (b) It is understood and agreed that the Cash Manager or its
affiliates are permitted to receive additional compensation that could be deemed
to be in the Cash Manager's economic self-interest for (1) serving as investment
adviser, administrator, shareholder servicing agent, custodian or sub-custodian
with respect to certain of the Permitted Account Investments, (2) using
affiliates to effect transactions in certain Permitted Account Investments and
(3) effecting transactions in Permitted Account Investments.

          (c) Except as provided expressly hereunder, the Cash Manager shall
have no obligation to invest and reinvest any cash held in the Accounts in the
absence of timely and specific written investment direction from the Issuers (or
the Administrative Agent), the Initial Credit Facility Provider or the Security
Trustee, as the case may be. In no event shall the Cash Manager be liable for
the selection of investments or for investment losses incurred thereon. The Cash
Manager shall have no liability in respect of losses incurred as a result of the
liquidation of any investment prior to its stated maturity or the failure of
Issuers to provide timely written investment direction.

     Section 3.03 Closing Date Deposits, Withdrawals and Transfers. The Cash
Manager shall, on each Closing Date, at the written direction of the Issuer,
upon the Operating Bank's receipt thereof, make, or direct the Operating Bank in
writing to make, the following deposits and transfers to the Accounts:

          (a) on the Initial Closing Date,

          (i) (A) deposit in the Collections Account the proceeds of the
issuance of the ACS Group Initial Securities, (B) deposit in the relevant Lessee
Funded Accounts the amount of the initial Segregated Funds, if any, received or
deemed to have been received pursuant to the terms of the relevant ACS Group
Acquisition Agreements and (C) deposit in the Security Deposit Account the
amount of the initial security deposits that are not Segregated Funds received
or deemed to have been received pursuant to the terms of the relevant ACS Group
Acquisition Agreements,

          (ii) after making the deposits required by clause (i) above and in the
following order (A) transfer from the Collections Account to the Expense
Account, an amount equal to the Required Expense Amount for the initial Accrual
Period, (B) pay from the Collections Account to each relevant Seller an amount
equal to the respective Aircraft Allocation Amount for each ACS Group Aircraft,
if any, being acquired from such Seller on the Initial Closing Date pursuant to
the Purchase Agreement or the Guarantor Purchase Agreement, as applicable, minus
the amount of any security deposits that are not Segregated Funds held by an ACS
Group Member, minus the amount equal to any basic rent received by an ACS Group
Member attributable to the period after the Initial Closing Date, (C) transfer
from the Collections Account to the Senior Cash Collateral Account an amount
equal to the Required Amount for such Account and (D) retain in the Collections
Account the balance, if any, remaining after making the foregoing transfers,



                                                                              76


          (iii) transfer to each applicable Aircraft Purchase Account from the
Collections Account any Aircraft Allocation Amount as to each ACS Group Initial
Aircraft not acquired on the Initial Closing Date, and

          (iv) withdraw from the Expense Account such amount as is needed to
discharge any Expenses due and payable on the Initial Closing Date and pay such
amount to the appropriate payees thereof as specified in a Written Notice of the
Cash Manager;

          (b) in the case of a Closing Date for any ACS Group Additional
Securities issued to acquire any ACS Group Additional Aircraft pay from the
Collections Account to each respective Seller the Aircraft Allocation Amount for
each such ACS Group Additional Aircraft;

          (c) in the case of a Closing Date for any ACS Group Additional
Securities issued to finance any ACS Group Aircraft Conversion, transfer from
the Collections Account to the Aircraft Conversion Account such amount as the
relevant Conversion Agreement requires to be paid on or before that Closing
Date; and

          (d) in the case of a Closing Date with respect to any Refinancing
Securities, deposit the proceeds of such Refinancing Securities for application
in accordance with the terms hereof.

     Section 3.04 Interim Deposits, Transfers and Withdrawals. On any Business
Day the Cash Manager, upon the Operating Bank's receipt thereof, may make, or
direct the Operating Bank in writing to make, without duplication, the following
deposits, transfers and withdrawals for the following purposes, in each case
after Written Notice from the Cash Manager to the Trustee and the Guarantor
Trustee (which Written Notice of the Cash Manager shall, as a condition to any
such deposit, withdrawal and transfer, be accompanied by a Written Notice of the
Administrative Agent setting forth the amounts of such deposits, withdrawals and
transfers), identifying the basis for such deposit, transfer or withdrawal in
reasonable detail:

          (a) withdraw from a Lessee Funded Account or the Security Deposit
Account to the extent that funds on deposit therein or available thereunder may
be withdrawn or drawn pursuant to the terms of the related ACS Group Lease for
payment thereof, to discharge any Expense then due and payable and pay such
amount to the appropriate payees thereof;

          (b) withdraw from the Expense Account (to the extent of funds on
deposit therein) such amount as is needed to discharge (i) any Primary Expenses
and (ii) any ACS Group Modification Payments or ACS Group Refinancing Expenses
in respect of which a Permitted Accrual was previously effected by a deposit in
the Expense Account (whether or not any such deposit has been previously used to
pay any other Primary Expense but excluding any portion of such deposit
previously used to pay any ACS Group Modification Payments or ACS Group
Refinancing Expenses) then due and payable and pay such amount to the
appropriate payees thereof;

          (c) transfer from the Collections Account from time to time (but in no
event upon less than one Business Day's prior Written Notice to the Trustee and
the Guarantor Trustee (unless such one Business Day's notice requirement is
waived by the Trustee and the Guarantor Trustee)), other amounts from the
Collections Account to the Expense Account, in each case



                                                                              77


only to the extent that such funds are to be applied to Primary Expenses that
become due and payable during such Accrual Period and for the payment of which
there are insufficient funds in the Expense Account; provided that no such
transfer from the Collections Account in respect of Primary Expenses shall be
made prior to the next succeeding Payment Date if, in the reasonable judgment of
the Cash Manager, such transfer would have a material adverse effect on the
ability of the Issuers to make payments of accrued and unpaid interest on the
Senior Class then Outstanding on the next Payment Date therefor in accordance
with Section 3.08 hereof;

          (d) withdraw Segregated Funds from a Lessee Funded Account or security
deposits from the Security Deposit Account or draw under or cause to be drawn
under any applicable Related Collateral Document, in any case to the extent
required by or necessary in connection with an ACS Group Lease or any documents
related thereto and the Related Collateral Documents, for deposit in the
Collections Account to satisfy any default in Rental Payments under any related
ACS Group Lease;

          (e) transfer any Segregated Funds from the Collections Account to a
Lessee Funded Account in accordance with the terms of any ACS Group Lease;

          (f) transfer any security deposits that are not Segregated Funds from
the Collections Account to the Security Deposit Account;

          (g) subject to Section 5.02(i) hereof, withdraw from the Aircraft
Conversion Account an amount equal to all or a portion of the ACS Group
Conversion Payment for any ACS Group Aircraft Conversion, to the extent the
relevant ACS Group Conversion Agreement requires payment on that or the next
Business Day; and

          (h) transfer to the Collections Account, or any other applicable
Account, any Contribution Amounts.

     Section 3.05 Withdrawals and Transfers Relating to the Acquisition of
Aircraft and Interim Deposits and Withdrawals for Aircraft Sales. (a)
Acquisition. On the Acquisition Date (other than a Closing Date) with respect to
an ACS Group Aircraft, the Cash Manager may make, or direct the Operating Bank
to make, the following deposits, withdrawals and transfers to the Accounts, in
each case as specified in a Written Notice of the Cash Manager to the Trustee,
the Guarantor Trustee, the Security Trustee and the Operating Bank (which
Written Notice of the Cash Manager shall, as a condition to any such deposit,
withdrawal and transfer be accompanied by a Written Notice of the Administrative
Agent (i) stating that the conditions to payment for an ACS Group Aircraft (or
related Aircraft Interest) specified in the applicable ACS Group Acquisition
Agreement have been fulfilled and (ii) setting forth the amounts of such
deposits, withdrawals and transfers):

          (i) deposit into the relevant Lessee Funded Account, the amount of any
Segregated Funds received in respect of such ACS Group Aircraft under the
applicable ACS Group Acquisition Agreement;

          (ii) pay out of the Aircraft Purchase Account for such ACS Group
Aircraft to the applicable Seller the Aircraft Allocation Amount for such ACS
Group Aircraft plus Investment Earnings, if any, remaining in such Aircraft
Purchase Account minus the amount of



                                                                              78


any security deposits that are not Segregated Funds held by an ACS Group
Subsidiary as lessor under the Lease with respect to such ACS Group Aircraft;
and

          (iii) transfer from the Aircraft Purchase Account for such ACS Group
Aircraft to the Security Deposit Account the amount of any security deposits
that are not Segregated Funds held by an ACS Group Subsidiary as lessor under
the ACS Group Lease with respect to such ACS Group Aircraft.

          (b) Aircraft Payments. The payments of the Aircraft Allocation Amount
for any ACS Group Aircraft to be made pursuant to Section 3.05(a)(ii) to any
Seller shall, subject to the delivery as to such ACS Group Aircraft of the
Written Notice referred to in Section 3.05(a), be made as so provided
notwithstanding the giving of any Default Notice or any other exercise of
remedies hereunder.

          (c) Delivery Expiry Date. Upon Written Notice of the Administrative
Agent to the Cash Manager, the Trustee, the Guarantor Trustee, the Security
Trustee and the Operating Bank that the Issuer or Guarantor, as applicable, is
no longer required, pursuant to the terms of the applicable ACS Group
Acquisition Agreement, to purchase any ACS Group Initial Aircraft or ACS Group
Additional Aircraft (whether by reason of the passing of the Delivery Expiry
Date (including, without limitation, if at least 33 of the ACS Group Initial
Aircraft are not purchased within five Business Days after the Initial Closing
Date and the Policy Provider has not extended the period for purchase of the
Specified Number of the ACS Group Initial Aircraft in writing, then the Delivery
Expiry Date shall be deemed to have occurred with respect to the Specified
Number of ACS Group Aircraft selected by the Policy Provider from among the
Specified Aircraft not purchased during such period), the exercise by the Issuer
of any termination right under that ACS Group Acquisition Agreement or otherwise
(any such event, a "Non-Delivery Event")), the Cash Manager shall direct the
Operating Bank to (i) transfer from the Aircraft Purchase Account for each ACS
Group Aircraft so affected to the Collections Account (for application in
accordance with Section 3.08 hereof) the Aircraft Allocation Amount for such ACS
Group Aircraft, and (ii) transfer to the applicable Seller, an amount equal to
the Investment Earnings remaining in such Aircraft Purchase Account.

          (d) Rent Payment Reimbursement Amount. On each Payment Date prior to
an Acquisition Date with respect to a Remaining Aircraft, the Cash Manager shall
pay or shall direct the Operating Bank to pay to the relevant Seller an amount
equal to the Rent Payment Reimbursement Amount for such Remaining Aircraft for
the Rent Transfer Period ending immediately preceding such Payment Date, such
payment to be made from the Investment Earnings in the Aircraft Purchase Account
for such Remaining Aircraft accrued during such Rent Transfer Period.

          (e) Aircraft Sales. The Cash Manager shall cause the Operating Bank to
deposit any and all proceeds received in respect of any Aircraft Sale by any ACS
Group Member (including any loss proceeds and any other amounts under the
relevant ACS Group Purchase Agreement), in each case in the Collections Account
(other than in connection with any sale of all or substantially all of the
assets of the ACS Ireland Group or ACS Bermuda Group, as applicable, in which
case the Cash Manager shall deposit any and all proceeds of any thereof into the
Defeasance/Redemption Account in connection with the redemption of each subclass
of the



                                                                              79


Securities or Guarantor Securities, as applicable), in each case as specified in
a Written Notice of the Cash Manager to the Trustee, the Security Trustee and
the Operating Bank (which Written Notice of the Cash Manager shall, as a
condition to any such deposit, be accompanied by a Written Notice of the
Administrative Agent setting forth the amount of such deposit). Any funds then
on deposit in a Lessee Funded Account or the Security Deposit Account related to
the ACS Group Aircraft subject to such sale or other disposition shall be
applied on a basis consistent with the terms of the Lease related to such ACS
Group Aircraft, if any, or as otherwise provided by the relevant agreements
related to such sale or other disposition.

     Section 3.06 Calculation Date Calculations. (a) Calculation of Required
Amounts. The Cash Manager shall determine, as soon as practicable after each
Calculation Date, but in no event later than two Business Days preceding the
immediately succeeding Payment Date, based on information known to the Cash
Manager or Relevant Information (and, without limitation, in the case of clauses
(ii), (iii), (iv), (v), (vi), (vii) and (viii) below, a Written Notice from the
Administrative Agent received by the Cash Manager no later than 10:00 a.m. (New
York City time) on the day after such Calculation Date setting forth the amounts
required for the calculations in such clauses) provided to the Cash Manager, the
Collections received during the period commencing on the close of business on
the preceding Calculation Date and ending on the close of business on such
Calculation Date and calculate the following amounts:

          (i) the balance of funds on deposit in the Accounts on the Calculation
Date, the Required Amount with respect to each Cash Collateral Account
(including the Senior Cash Collateral Account) on such Calculation Date and the
amount available under all Eligible Credit Facilities on such Calculation Date;

          (ii) the Required Expense Amount and any amount to be deposited in
respect of Permitted Accruals as of such Calculation Date as set forth in the
Monthly Report prepared by the Administrative Agent and provided to the
Operating Bank;

          (iii) the Available Collections on such Calculation Date (separately
listing any Senior Hedge Payments, Subordinated Hedge Payments and Hedge
Breakage Costs) (provided that, in making such determination, the Cash Manager
may assume that any amount from a Hedge Provider to be paid on such Payment Date
pursuant to any Hedge Agreement will be paid on such Payment Date);

          (iv) the net Segregated Funds and any amounts on deposit in the
Security Deposit Account available to be transferred into the Collections
Account on such Calculation Date;

          (v) any amounts to be withdrawn from any Cash Collateral Account for
the payment of the Interest Amount on the Outstanding Principal Balance of any
class of ACS Group Securities, any Expenses or Senior Hedge Payments;

          (vi) any amounts to be transferred in respect of Eligible Credit
Facilities under clause (iv) of Section 3.08(a) hereof, clause (iii) of Section
3.08(b) hereof or clause (ii) of Section 3.08(c) hereof;

          (vii) any amount to be transferred from any Aircraft Purchase Account
to the Collections Account as provided in Section 3.05(c) hereof; and



                                                                              80


          (viii) the Contribution Amounts, if any, made prior to such
Calculcation Date.

          (b) Calculation of Interest Amounts, Policy Premiums and fees of
Initial Credit Facility Provider. The Cash Manager shall, not later than four
Business Days prior to each Payment Date, make the following calculations or
determinations with respect to Interest Amounts, Policy Premiums and fees of the
Initial Credit Facility Provider due on such Payment Date:

          (i) based on Relevant Information provided to it by the Reference
Agent, the applicable interest rate on each subclass of ACS Group Floating Rate
Securities based on LIBOR determined on the Reference Date for the relevant
Accrual Period;

          (ii) the Interest Amount in respect of each class or subclass of ACS
Group Floating Rate Securities (other than Class E Securities) on such Payment
Date;

          (iii) the Interest Amount in respect of each class or subclass of ACS
Group Fixed Rate Securities on such Payment Date;

          (iv) the DSCR Aggregate Interest Amount for such Payment Date;

          (v) the Policy Premium due and owing to the Policy Provider on such
Payment Date; and

          (vi) any fees due and owing to the Initial Credit Facility Provider on
such Payment Date.

          (c) Calculation of Principal Payment and Other Amounts. The Cash
Manager shall, not later than five Business Days prior to each Payment Date,
calculate or determine the following with respect to principal payments due on
such Payment Date and certain other amounts in respect of such Payment Date:

          (i) the Outstanding Principal Balance of each class and subclass of
the ACS Group Securities on such Payment Date immediately prior to any principal
payment on such date;

          (ii) the Assumed Base Value and Assumed Monthly Depreciation for each
ACS Group Aircraft and the Assumed Portfolio Value on such Payment Date;

          (iii) the DSCR Available Cash on such Payment Date (with the amount of
Re-leasing Expenses with respect to such DSCR Available Cash to be certified to
the Cash Manager by the Administrative Agent on or prior to five Business Days
prior to each Payment Date);

          (iv) the Minimum Principal Payment Amount on such Payment Date with
respect to each subclass of ACS Group Class A Securities;

          (v) the Aggregate Minimum Principal Payment Amount on such Payment
Date with respect to each subclass of ACS Group Class A Securities;



                                                                              81


          (vi) the DSCR Aggregate Minimum Principal Amount with respect to such
Payment Date;

          (vii) the DSCR on such Payment Date;

          (viii) the Applicable Allocation Percentage; and

          (ix) the Allocable Principal Conversion Amount and the Allocable
Equity Conversion Amount.

          (d) Calculation of Refinancing Amounts. The Cash Manager shall, not
later than five Business Days prior to each Payment Date on which an ACS Group
Refinancing or Redemption or Guarantor Redemption, as applicable, of any class
or subclass of ACS Group Securities is scheduled to occur, perform the
calculations necessary to determine the Redemption Price or Guarantor Redemption
Price, as applicable, of and the accrued and unpaid interest on such Securities.

          (e) Application of the Available Collections. The Cash Manager shall,
not later than 1:00 p.m. (New York City time) on the Business Day prior to each
Payment Date, determine the amounts to be applied on such Payment Date to make
each of the payments contemplated by Section 3.08(a), 3.08(b) or 3.08(c) (as
applicable) hereof setting forth separately, the amount to be applied on such
Payment Date pursuant to each clause of Section 3.08(a), 3.08(b) or 3.08(c) (as
applicable) hereof including, where applicable, the allocation of principal of
the ACS Group Securities in accordance with Section 3.09 hereof.

          (f) Calculations in respect of Initial Credit Facility Drawings. As
soon as practicable after each Calculation Date, but in no event later than
12:00 p.m. (New York City time) on the date which is the fourth Business Day
prior to the related Payment Date, the Cash Manager shall determine (after
giving effect to the application of Available Collections in accordance with the
applicable payment priorities set forth in Section 3.08 hereof), whether a
shortfall exists as of such Calculation Date in Available Collections (x) to pay
on the next succeeding Payment Date the Required Expense Amount due on such
Payment Date (any such shortfall in respect of the Required Expense Amount, a
"Required Expenses Shortfall"), (y) to pay in full the Senior Hedge Payments to
each applicable Hedge Provider due on such Payment Date (any such shortfall of
Senior Hedge Payments, the "Senior Hedge Payments Shortfall"), and (z) to pay
the Interest Amount due on each subclass of the ACS Group Class A Securities on
such Payment Date (any such shortfall in respect of the Interest Amount due with
respect to the ACS Group Subclass A-1 Securities, a "Credit Facility Interest
Class A Shortfall").

          (g) Notification of Calculations in respect of Available Minimum
Principal Amounts. So long as a Default Notice has not been issued, an
Acceleration Default has not occurred or a DSCR Failure has not occurred or will
not occur on the next succeeding Payment Date, as soon as practicable after each
Calculation Date, but in no event later than 12:00 p.m. (New York City time) on
the date which is the third Business Day prior to the related Payment Date, the
Cash Manager shall provide notice to the Issuer and the Guarantor of its
calculations of (i) the amount (the "Available Minimum Principal Amount")
available (after giving effect to all Prior Ranking Amounts) to pay the Minimum
Principal Payment Amount for the ACS Group



                                                                              82


Class A Securities (for application in accordance with Section 3.08(a)) for such
Payment Date and (ii) the Allocable Principal Conversion Amount with respect to
any proposed ACS Group Aircraft Conversion and whether the Available Minimum
Principal Amount (after giving effect to any prior transfer to the Aircraft
Conversion Account of any Available Minimum Principal Amounts in respect of a
particular Aircraft Conversion) is sufficient to fund such Allocable Principal
Conversion Amount in full. As soon as practicable after receipt of such
calculations, but in no event later than 12:00 p.m. (New York City time) on the
date which is the second Business Day prior to the related Payment Date, each of
the Issuer and the Guarantor (or the Administrative Agent on their behalf) shall
advise the Cash Manager as to whether the Available Minimum Principal Amount
should be applied in accordance with Section 3.08(a) towards the Minimum
Principal Payment Amount payable for such Payment Date or should be transferred
to the Aircraft Conversion Account (such election to transfer the Available
Minimum Principal Amount (or such lesser amount as may be necessary to fund the
Allocable Principal Conversion Amount for such ACS Group Aircraft Conversion) to
the Aircraft Conversion Account, a "Principal Conversion Election"). For the
avoidance of doubt, the sum of the Available Minimum Principal Amount
transferred to the Aircraft Conversion Account in respect of any proposed ACS
Group Aircraft Conversion may not exceed the Allocable Principal Conversion
Amount for such ACS Group Aircraft Conversion. In the absence of a Principal
Conversion Election, the Available Minimum Principal Amount shall be applied in
accordance with the payment priorities set forth in Section 3.08(a) hereof. A
Principal Conversion Election with respect to any ACS Group Aircraft Conversion
in relation to any Payment Date will be only permitted (i) if a Holder
Conversion Election with respect to such ACS Group Aircraft conversion in
relation to such Payment Date is also made and (ii) in the same proportion as
(x) the amount of Available Holder Amount to be transferred to the Aircraft
Conversion Account to fund the Allocable Equity Conversion Amount in respect of
such Holder Conversion Election on such Payment Date bears to (y) such Allocable
Equity Conversion Amount.

          (h) Notification of Calculations in respect of Available Holder
Amounts. So long as a Default Notice has not been issued, an Acceleration
Default has not occurred or a DSCR Failure has not occurred or will not occur on
the next succeeding Payment Date, as soon as practicable after each Calculation
Date, but in no event later than 12:00 p.m. (New York City time) on the date
which is the third Business Day prior to the related Payment Date, the Cash
Manager shall provide notice to the Issuer and the Guarantor of its calculations
of (i) the amount (the "Available Holder Amount") available (after giving effect
to all Prior Ranking Amounts) to pay the Holder of the Class E Securities and
the Shareholders in accordance with Section 3.08(a) for such Payment Date and
(ii) the Allocable Equity Conversion Amount with respect to any proposed ACS
Group Aircraft Conversion and whether such Available Holder Amount (after giving
effect to any prior transfers to the Aircraft Conversion Account of Available
Holder Amounts in respect of a particular ACS Group Aircraft Conversion) is
sufficient to fund such Allocable Equity Conversion Amount in full. As soon as
practicable after receipt of such calculations, but in no event later than 12:00
p.m. (New York City time) on the date which is the second Business Day prior to
the related Payment Date, each of the Issuer and the Guarantor (or the
Administrative Agent on their behalf) shall advise the Cash Manager as to
whether the Available Holder Amount should be paid to the Holders of the Class E
Securities and the Shareholders pro rata according to the Applicable Allocation
Percentage for such Payment Date or should, in lieu of such payment, be
transferred in whole or in part to the Aircraft Conversion



                                                                              83


Account to fund the Allocable Equity Conversion Amount (such election to
transfer the Available Holder Amount (or such lesser amount as may be necessary
to fund the Allocable Equity Conversion Amount for such ACS Group Aircraft
Conversion) to the Aircraft Conversion Account, a "Holder Conversion Election"
and, together with a Principal Conversion Election, a "Conversion Election").
For the avoidance of doubt, the sum of the Available Holder Amount transferred
to the Aircraft Conversion Account in respect of any proposed ACS Group Aircraft
Conversion may not exceed the Allocable Equity Conversion Amount for such ACS
Group Aircraft Conversion. In the absence of a Holder Conversion Election, the
Available Holder Amount shall be applied in accordance with the payment
priorities set forth in Section 3.08(a) hereof.

          (i) Calculations in respect of Policy Drawings. The Cash Manager shall
make the following calculations or determinations in respect of the Policy:

          (i) as soon as practicable after each Calculation Date, but in no
event later than 12:00 p.m. (New York City time) on the date which is the third
Business Day prior to each Regular Distribution Date, determine (after giving
effect to all payments and transfers to be made with respect to such Regular
Distribution Date and the application of Available Collections in accordance
with the applicable payment priorities set forth in Section 3.08 hereof, the
application of Credit Facility Drawings to be made pursuant to the Initial
Credit Facility, any withdrawals from the Credit Facility Reserve Account and
any withdrawals from the Senior Cash Collateral Account pursuant to Section
3.01(p)), whether a shortfall will exist as of such Regular Distribution Date in
the Available Collections and such other amounts to make payment on such Regular
Distribution Date of Accrued Senior Interest due on the Certificates on such
Regular Distribution Date (any such shortfall in respect of accrued and unpaid
interest on the Certificates on any Regular Distribution Date, an "Interest
Shortfall" therefor);

          (ii) as soon as practicable after the Calculation Date next succeeding
the date of a sale or other disposition of an ACS Group Aircraft (not including
any ACS Group Aircraft acquired by way of contribution) or of an ACS Group
Subsidiary which owns an ACS Group Aircraft (not including any ACS Group
Aircraft acquired by way of contribution), in each case by or on behalf of, or
at the direction of the Controlling Party after an Acceleration of the
Securities, but in no event later than 12:00 p.m. (New York City time) on the
date which is the third Business Day prior to the next succeeding Regular
Distribution Date, determine the shortfall, if any, between the Class A Note
Target Price (determined as of the date of disposition) of the disposed Aircraft
(or of the Aircraft owned by the disposed ACS Group Subsidiary) and the Net Sale
Proceeds from the sale or other disposition of such Aircraft (or of such
disposed ACS Group Subsidiary owning such Aircraft) (the "Deficiency Shortfall"
with respect to the next succeeding Regular Distribution Date);

          (iii) as soon as practicable after each Calculation Date on or
following the date that is 24 months after the date (as determined by the Pass
Through Trustee or the Trustee and notified to the Policy Provider in writing)
of the occurrence of an Event of Default under Section 4.01(a) or Section
4.01(b) hereof or an Acceleration of the Securities, but in no event later than
12:00 p.m. (New York City time) on the date which is the third Business Day
prior to the immediately succeeding Regular Distribution Date, determine (after
giving effect to the application of Available Collections in accordance with the
applicable payment priorities set



                                                                              84


forth in Section 3.08 hereof and the application of any Credit Facility Drawings
(or drawings under any Replacement Credit Facility) and the application of any
withdrawals from the Credit Facility Reserve Account and/or the Senior Cash
Collateral Account, in each case, in accordance with the terms hereof) the
shortfall (determined as of such Calculation Date), if any, of Available
Collections and such other amounts for the payment on the next succeeding
Regular Distribution Date of an amount necessary to reduce the then Pool Balance
of the Certificates by the Insured Minimum Principal Payment Amount, if any, of
the ACS Group Subclass A-1 Securities for such Regular Distribution Date (with
respect to any such Regular Distribution Date, a "Minimum Principal Shortfall");

          (iv) as soon as practicable after the Final Maturity Date, but in no
event later than 12:00 p.m. (New York City time) on the date which is the third
Business Day prior to the applicable Legal Final Distribution Date, determine
(after giving effect to all payments and transfers to be made hereunder and the
application of Available Collections in accordance with the applicable payment
priorities set forth in Section 3.08 hereof on or prior to the Final Maturity
Date and the application of any Credit Facility Drawings (or drawings under any
Replacement Credit Facility), any withdrawals from the Credit Facility Reserve
Account and any withdrawals from the Senior Cash Collateral Account as set forth
in Section 3.01(p), in each case, on such Final Maturity Date) (determined as of
the Final Maturity Date) whether any shortfall will exist in the amount
necessary for the payment in full of the Pool Balance of the Certificates on the
Legal Final Distribution Date therefor together with accrued and unpaid interest
thereon (at the Stated Rate of Interest for the Certificates) (any such
shortfall on the Legal Final Distribution Date, the "Final Amount" therefor);
and

          (v) as promptly as practicable after the date of any Avoided Payment,
calculate the amount of such Avoided Payment.

     Section 3.07 Payment Date First Step Withdrawals and Transfers. Two
Business Days prior to each Payment Date, the Cash Manager shall make or direct
the Operating Bank in writing to make (such direction to be communicated in
computer file format or in such other form as the Cash Manager, the Operating
Bank, the Trustees and the Security Trustee agree, provided that, in the case of
communication in computer file format or any other form other than a written
tangible form, a written tangible form thereof shall promptly thereafter be sent
to the Operating Bank), on such Payment Date, the following withdrawals from and
transfers to the Accounts in each case as specified in a Written Notice of the
Cash Manager to the Trustee, the Security Trustee and the Operating Bank (and,
in the case of clauses (c) and (d) below, such direction shall be based on
information provided by the Administrative Agent in a Written Notice to the Cash
Manager specifying the amounts for such clauses);

          (a) transfer the net proceeds of any ACS Group Refinancing of any ACS
Group Securities from the Refinancing Account to any Cash Collateral Account
established for the related ACS Group Refinancing Securities (up to the Required
Amount therefor in accordance with Section 3.03 hereof) and the balance to the
applicable Securities Accounts, in each case in accordance with Sections 2.10(b)
and 5.02(f) hereof and Sections 2.10(b) and 5.02(f) of the Guarantor Indenture;



                                                                              85


          (b) transfer any amounts on deposit in the Defeasance/Redemption
Account in respect of any Redemption or Guarantor Redemption that is not a
Refinancing or Guarantor Refinancing to the applicable Securities Accounts;

          (c) transfer from each Lessee Funded Account to the Security Deposit
Account or the Collections Account, as applicable, any available Segregated
Funds that are no longer required to be maintained in a segregated account under
the applicable ACS Group Leases;

          (d) transfer from the Security Deposit Account to the Collections
Account any security deposits relating to an expired ACS Group Lease that are
not required under the terms of a subsequent ACS Group Lease to be retained in
the Security Deposit Account;

          (e) transfer from the Collections Account to the relevant Lessee
Funded Accounts the amount of any Segregated Funds then on deposit in the
Collections Account;

          (f) transfer from the Collections Account to the Security Deposit
Account the amount of any security deposits that are not Segregated Funds then
on deposit in the Collections Accounts;

          (g) transfer from any Account (other than the Collections Account, the
Credit Facility Reserve Account, the Initial Liquidity Payment Account, the
Aircraft Conversion Account, and the Aircraft Purchase Accounts) to the
Collections Account the amount of Investment Earnings, if any, on investments of
funds on deposit therein during the preceding Accrual Period, except that (a)
earnings on any portion of the funds on deposit in any Account required under
the terms of the related Lease to be repaid to the related Lessee shall be
retained therein and (b) in the case of any Aircraft Purchase Account, any
earnings on the portion of the purchase price funds in respect of an ACS Group
Aircraft on deposit in such Aircraft Purchase Account shall be retained therein
for application in accordance with Section 3.05 hereof;

          (h) after the giving of a Default Notice, during the continuation of
an Acceleration Default or following the Accrual Period in which an Aircraft
Sale occurs with respect to the last remaining ACS Group Aircraft, transfer any
amounts remaining in the relevant Lessee Funded Account (other than amounts
required to be maintained in such account pursuant to the terms of the related
ACS Group Lease or ACS Group Aircraft Agreement) and the Security Deposit
Account into the Collections Account;

          (i) transfer from the Collections Account to the Aircraft Conversion
Account an amount equal to the Available Minimum Principal Amount (or a portion
thereof) to fund the Allocable Principal Conversion Amount and the Available
Holder Amount (or a portion thereof) to fund the Allocable Equity Conversion
Amount in connection with a Conversion Election; and

          (j) after payment in full of all ACS Group Conversion Payments to be
made for any ACS Group Aircraft Conversion, transfer any balance of the amount
originally deposited in the Aircraft Conversion Account in respect of such ACS
Group Aircraft Conversion from the Aircraft Conversion Account to the
Collections Account for application in accordance with Section 3.08 hereof.



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     Section 3.08 Payment Date Second Step Withdrawals. (a) On each Payment
Date, after the withdrawals and transfers provided for in Section 3.07 hereof
have been made, the Cash Manager shall distribute from the Collections Account
(or retain in the Collections Account, if so indicated in the relevant clause
below), or direct the Operating Bank in writing to do the same (such direction
to be communicated in computer file format or in such other form as the Cash
Manager, the Operating Bank, the Trustees and the Security Trustee agree;
provided that, in the case of communication in computer file format or any other
form other than a written tangible form, a written tangible form thereof shall
promptly thereafter be sent to the Operating Bank), at least two Business Days
prior to such Payment Date the amounts set forth below in the order of priority
set forth below but, in each case, only to the extent that all amounts then
required to be paid (or retained in the Collections Account, as applicable)
ranking prior thereto ("Prior Ranking Amounts") have been paid in full (provided
that the amount to be paid shall be reduced in inverse order of priority by the
amount of any payment by a Hedge Provider under a Hedge Agreement that was
assumed pursuant to Section 3.06(a)(iii) to be, but has not in fact been, paid
on such Payment Date). All payments of Available Collections to be made to or
for the account of Holders of any subclass of ACS Group Securities, pursuant to
this Section 3.08 shall be made through a direct transfer of funds to the
applicable Securities Account with respect to such subclass of ACS Group
Securities. Payments shall be made in the following order of priority:

          (i) to the Expense Account, an amount such that the amount on deposit
therein is at least equal to the Required Expense Amount (including Credit
Facility Expenses due and payable to the Initial Credit Facility Provider and
Policy Expenses due and payable to the Policy Provider);

          (ii) in no order of priority inter se, but pro rata as to the amounts
described in clauses (A), (B) and (C) as follows, (A) FIRST, to the Securities
Accounts for each subclass of ACS Group Class A Securities, the Interest Amount
on such subclass of ACS Group Class A Securities (other than any portion thereof
constituting any interest described in clause (b) of the definition of Interest
Amount to the extent the Policy Provider has made timely payment in respect of
any unpaid Interest Shortfall due on the related Regular Distribution Date on
the Certificates) in no order of priority inter se, but pro rata according to
the Interest Amount on such subclass of ACS Group Class A Securities less the
sum of (1) the amount of any Interest Drawing paid on or before the related
Distribution Date by the Policy Provider under the Policy on or prior to such
Distribution Date to the extent not theretofore reimbursed to the Policy
Provider as of such Distribution Date and (2) the amount of any Credit Facility
Drawing in respect of the Interest Amount due on such subclass of ACS Group
Class A Securities paid on or before such Payment Date to the extent not
theretofore reimbursed to the Initial Credit Facility Provider as of such
Payment Date; and SECOND, to the Policy Provider, the amounts so paid by the
Policy Provider in respect of such Interest Drawings to the extent not
theretofore reimbursed to the Policy Provider as of such Distribution Date; (B)
pro rata, to any Hedge Provider, an amount equal to any Senior Hedge Payment due
from any ACS Group Member pursuant to any Hedge Agreement; and (C) to the Policy
Provider, an amount equal to accrued interest (at the Stated Rate of Interest
with respect to the Certificates) on the amount of any Policy Drawing paid by
the Policy Provider under the Policy prior to the related Distribution Date and
to the extent not theretofore reimbursed to the Policy Provider as of such
Distribution Date;



                                                                              87


          (iii) to the Policy Provider, an amount equal to any Senior Hedge
Payment made by the Policy Provider on behalf of an ACS Group Member to the
extent not theretofore reimbursed to the Policy Provider as of such Payment
Date;

          (iv) in no order of priority inter se, but pro rata as to the amounts
described in clauses (A), (B) and (C) as follows: (A) FIRST, to the Credit
Facility Reserve Account (if applicable), such amount so that the amount on
deposit in such Account is equal to the Required Amount therefor and SECOND, to
any Persons providing any Eligible Credit Facilities, any Credit Facility
Advance Obligations payable to such Persons under the terms of their respective
Eligible Credit Facilities (after giving effect to any payments made by the
Policy Provider to the Persons providing such Eligible Credit Facilities as
provided in the definition of "Controlling Party"); (B) if the Policy Provider
has paid any such Credit Facility Advance Obligations, as so provided, to the
Policy Provider, the amount of such payments to the extent not theretofore
reimbursed to the Policy Provider (plus interest accrued thereon at the
applicable rate under such Eligible Credit Facility that would have otherwise
been payable to the Persons providing such Eligible Credit Facility from the
date of such payment); and (C) to the Senior Cash Collateral Account, such
amount so that the amount on deposit in such Account is equal to the Required
Amount therefor;

          (v) to the Policy Provider, any Policy Premium due and owing to the
Policy Provider;

          (vi) FIRST, except in connection with a Conversion Election, to the
Securities Accounts for each subclass of ACS Group Class A Securities, in the
order of priority by subclass set forth in Section 3.09 hereof, an amount equal
to the Aggregate Minimum Principal Payment Amount of the ACS Group Class A
Securities for such Payment Date less the amounts of Policy Drawings (such
amount in the aggregate not to exceed such Aggregate Minimum Principal Payment
Amount for such date) in respect of the principal of the ACS Group Class A
Securities (or, without duplication, otherwise applied to reduce the
corresponding portion of the Pool Balance of the Certificates) paid by the
Policy Provider under the Policy for periods prior to the related Distribution
Date to the extent not theretofore reimbursed to the Policy Provider; and
SECOND, to the Policy Provider, an amount, not to exceed the Aggregate Minimum
Principal Payment Amount of the ACS Group Class A Securities for such Payment
Date, equal to the amount of such Policy Drawings in respect of such principal
(or, without duplication, otherwise applied to reduce the corresponding portion
of the Pool Balance of the Certificates) so paid by the Policy Provider under
the Policy prior to such Distribution Date to the extent not theretofore
reimbursed to the Policy Provider as of such Distribution Date;

          (vii) to the Expense Account, such amount as an accrual (the
"Permitted Accruals") in respect of any ACS Group Modification Payments or ACS
Group Refinancing Expenses as the Cash Manager shall determine based on
information provided in a Written Notice to the Cash Manager by the
Administrative Agent;

          (viii) payments to the applicable party, pro rata inter se, of Special
Indemnity Payments;



                                                                              88


          (ix) to the Policy Provider, an amount equal to accrued interest (at
the Excess Policy Rate) on any amounts paid by the Policy Provider under the
Policy prior to the related Distribution Date and to the extent not theretofore
reimbursed to the Policy Provider as of such Distribution Date;

          (x) payments to Hedge Providers, pro rata inter se, that are
Subordinated Hedge Payments;

          (xi) to the Policy Provider, any Additional Premium due and owing to
the Policy Provider;

          (xii) to the Irish Parent, the Charitable Trust Dividend, if any;

          (xiii) in no order of priority inter se but pro rata, not on account
of any obligation or debt (A) to the Securities Account for the Holders of the
Class E Securities, an amount equal to the reimbursement to the Holders of the
Class E Securities of the Contribution Amounts (if any) made by such Holders,
and (B) to the Shareholders Account as a dividend or distribution, an amount
equal to the reimbursement to the Shareholders of the Contribution Amounts (if
any) made by the Shareholders with respect to the Shares; and

          (xiv) the balance, in no order of priority inter se but pro rata in
accordance with the Applicable Allocation Percentages, to the Securities Account
for the Holders of the Class E Securities and to the Shareholders Account for
the Shareholders.

          (b) Anything to the contrary contained in Section 3.08(a) hereof
notwithstanding, following the earlier of (x) the Expected Final Payment Date of
the ACS Group Subclass A-1 Securities or (y) the occurrence of a DSCR Failure,
the allocation of payments described in Section 3.08(a) hereof shall not apply
and the Cash Manager shall direct the Operating Bank in writing (such direction
to be communicated in computer file format or in such other form as the Cash
Manager, the Operating Bank, the Trustees, and the Security Trustee agree,
provided that, in the case of communication in computer file format or any other
form other than a written tangible form, a written tangible form thereof shall
promptly thereafter be sent to the Operating Bank) to cause all amounts on
deposit in the Collections Account and the Expense Account to be applied on each
Payment Date in the following order of priority:

          (i) to the Expense Account, an amount such that the amount on deposit
therein is equal to the Required Expense Amount (including Credit Facility
Expenses due and payable to the Initial Credit Facility Provider and Policy
Expenses due and payable to the Policy Provider);

          (ii) in no order of priority inter se, but pro rata as to the amounts
described in clauses (A), (B), (C) and (D) as follows: (A) FIRST, to the
Securities Accounts for each subclass of ACS Group Class A Securities, the
Interest Amount on such subclass of ACS Group Class A Securities (other than any
portion thereof constituting any interest described in clause (b) of the
definition of Interest Amount to the extent the Policy Provider has made timely
payment in respect of any unpaid Interest Shortfall due on the related
Distribution Date on the Certificates) in no order of priority inter se, but pro
rata according to the Interest Amount of such subclass of ACS Group Securities
less the sum of (1) the amount of any Interest Drawing paid on or before the
related Distribution Date by the Policy Provider under the Policy on or prior to
such Distribution



                                                                              89


Date to the extent not theretofore reimbursed to the Policy Provider as of such
Distribution Date and (2) the amount of any Credit Facility Drawing in respect
of the Interest Amount due on such subclass of ACS Group Class A Securities paid
on or before such Payment Date to the extent not theretofore reimbursed to the
Initial Credit Facility Provider as of such Payment Date; and SECOND, to the
Policy Provider, the amounts so paid by the Policy Provider in respect of such
Interest Drawing to the extent not theretofore reimbursed to the Policy Provider
as of such Distribution Date, (B) pro rata to any Hedge Provider, such amounts
as are required to make any Senior Hedge Payments due to such Hedge Provider
pursuant to any Hedge Agreement; (C) to the Policy Provider, an amount equal to
accrued interest (at the Stated Rate of Interest with respect to the
Certificates) on the amount of any Policy Drawing paid by the Policy Provider
under the Policy prior to the related Distribution Date and to the extent not
theretofore reimbursed to the Policy Provider as of such Distribution Date and
(D) to the Policy Provider, an amount equal to any Senior Hedge Payment made by
the Policy Provider made by the Policy Provider on behalf of an ACS Group Member
to the extent not theretofore reimbursed to the Policy Provider as of such
Payment Date;

          (iii) in no order of priority inter se, but pro rata as to the amounts
described in clauses (A) and (B), (A) to any Persons providing any Eligible
Credit Facilities, pro rata inter se, any Credit Facility Advance Obligations
payable to such Persons under the terms of their respective Eligible Credit
Facilities other than a Cash Collateral Account (after giving effect to any
payments made by the Policy Provider to Persons providing such Eligible Credit
Facilities as provided in the definition of "Controlling Party"); and (B) if the
Policy Provider has paid any such Credit Facility Advance Obligations, as so
provided, to the Policy Provider, the amount of such payments to the extent not
theretofore reimbursed to the Policy Provider (plus interest accrued thereon at
the applicable rate under such Eligible Credit Facility that would have
otherwise been payable to the Person providing such Eligible Credit Facility
from the date of such payment);

          (iv) to the Policy Provider, any Policy Premium due and owing to the
Policy Provider;

          (v) FIRST, to the Securities Accounts for each subclass of ACS Group
Class A Securities, an amount equal to the Aggregate Minimum Principal Payment
Amount of the ACS Group Class A Securities for such Payment Date less the
amounts of Policy Drawings (such amount in the aggregate not to exceed such
Aggregate Minimum Principal Payment Amount for such date) in respect of the
principal of the ACS Group Class A Securities (or, without duplication,
otherwise applied to reduce the corresponding portion of the Pool Balance of the
Certificates) paid by the Policy Provider under the Policy for periods prior to
the related Distribution Date to the extent not theretofore reimbursed to the
Policy Provider; and SECOND, to the Policy Provider, an amount, not to exceed in
the Aggregate Minimum Principal Payment Amount of the ACS Group Class A
Securities for such Payment Date, equal to the amount of such Policy Drawings in
respect of such principal (or, without duplication, otherwise applied to reduce
the corresponding portion of the Pool Balance of the Certificates) so paid by
the Policy Provider under the Policy prior to such Distribution Date to the
extent not theretofore reimbursed to the Policy Provider as of such Distribution
Date;

          (vi) FIRST, to the Securities Accounts for each subclass of ACS Group
Class A Securities, the Outstanding Principal Balance of such subclass of ACS
Group Class A Securities in



                                                                              90


no order of priority inter se, but pro rata according to the amount of the
principal of such subclass of ACS Group Class A Securities less the amounts of
Policy Drawings in respect of the principal of such subclass of the ACS Group
Class A Securities (or, without duplication, otherwise applied to reduce the
corresponding portion of the Pool Balance of the Certificates) paid by the
Policy Provider under the Policy for periods prior to the related Distribution
Date to the extent not theretofore reimbursed to the Policy Provider and SECOND,
to the Policy Provider, an amount equal to the Policy Drawings in respect of
such principal (or, without duplication, otherwise applied to reduce the
corresponding portion of the Pool Balance of the Certificates) so paid by the
Policy Provider under the Policy prior to such Distribution Date to the extent
not theretofore reimbursed to the Policy Provider as of such Distribution Date;

          (vii) payments to the applicable party, pro rata inter se, of Special
Indemnity Payments;

          (viii) to the Policy Provider, an amount equal to accrued interest (at
the Excess Policy Rate) on any amounts paid by the Policy Provider under the
Policy prior to the related Distribution Date and to the extent not theretofore
reimbursed to the Policy Provider as of such Distribution Date;

          (ix) payments to any Hedge Provider, pro rata inter se, that are
Subordinated Hedge Payments;

          (x) to the Policy Provider, any Additional Premium then due and owing
to the Policy Provider;

          (xi) to the Irish Parent, the Charitable Trust Dividend, if any; and

          (xii) in no order of priority inter se but pro rata, not on account of
any obligation or debt (A) to the Securities Account for the Holders of the
Class E Securities, an amount equal to the reimbursement to the Holders of the
Class E Securities of the Contribution Amounts (if any) made by such Holders,
and (B) to the Shareholders Account, an amount equal to the reimbursement to the
Shareholders of the Contribution Amounts, if any, made by the Shareholders; and

          (xiii) the balance in no order of priority inter se but pro rata in
accordance with the Applicable Allocation Percentages, to the Securities Account
for the Holders of the Class E Securities and to the Shareholders Account for
the Shareholders.

          (c) Anything to the contrary contained in Section 3.08(a) or (b)
hereof notwithstanding, following the delivery to the Issuer, the Guarantor or
the Cash Manager of a Default Notice or during the continuance of an
Acceleration Default, the allocation of payments described in Section 3.08(a)
and (b) hereof shall not apply and the Cash Manager shall direct the Operating
Bank in writing (such direction to be communicated in computer file format or in
such other form as the Cash Manager, the Operating Bank, the Trustees, and the
Security Trustee agree, provided that, in the case of communication in computer
file format or any other form other than a written tangible form, a written
tangible form thereof shall promptly thereafter be sent to the Operating Bank)
to cause all amounts on deposit in the Collections Account and the Expense
Account to be applied on each Payment Date in the following order of priority:



                                                                              91


          (i) to the Expense Account, an amount such that the amount on deposit
therein is equal to the Required Expense Amount (including Credit Facility
Expenses due and payable to the Initial Credit Facility Provider and Policy
Expenses due and payable to the Policy Provider);

          (ii) in no order of priority inter se, but pro rata as to the amounts
described in clauses (A) and (B), (A) to any Persons providing any Eligible
Credit Facilities, pro rata inter se, any Credit Facility Advance Obligations
payable to such Persons under the terms of their respective Eligible Credit
Facilities other than a Cash Collateral Account (after giving effect to any
payments made by the Policy Provider to Persons providing such Eligible Credit
Facilities as provided in the definition of "Controlling Party"); and (B) if the
Policy Provider has paid any such Credit Facility Advance Obligations, as so
provided, to the Policy Provider, the amount of such payments to the extent not
theretofore reimbursed to the Policy Provider (plus interest accrued thereon at
the applicable rate under such Eligible Credit Facility that would have
otherwise been payable to the Person providing such Eligible Credit Facility
from the date of such payment);

          (iii) to the Policy Provider, any Policy Premium due and owing to the
Policy Provider;

          (iv) in no order of priority inter se, but pro rata as to the amounts
described in clauses (A), (B), (C) and (D) as follows: (A) FIRST, to the
Securities Accounts for each subclass of ACS Group Class A Securities, the
Interest Amount on such subclass of ACS Group Class A Securities (other than any
portion thereof constituting any interest described in clause (b) of the
definition of Interest Amount to the extent the Policy Provider has made timely
payment in respect of any unpaid Interest Shortfall due on the related
Distribution Date on the Certificates) in no order of priority inter se, but pro
rata according to the Interest Amount of such subclass of ACS Group Securities
less the sum of (1) the amount of any Interest Drawing paid on or before the
related Distribution Date by the Policy Provider under the Policy on or prior to
such Distribution Date to the extent not theretofore reimbursed to the Policy
Provider as of such Distribution Date and (2) the amount of any Credit Facility
Drawing in respect of the Interest Amount due on such subclass of ACS Group
Class A Securities paid on or before such Payment Date to the extent not
theretofore reimbursed to the Initial Credit Facility Provider as of such
Payment Date; and SECOND, to the Policy Provider, the amounts so paid by the
Policy Provider in respect of such Interest Drawing to the extent not
theretofore reimbursed to the Policy Provider as of such Distribution Date, (B)
pro rata to any Hedge Provider, such amounts as are required to make any Senior
Hedge Payments due to such Hedge Provider pursuant to any Hedge Agreement; (C)
to the Policy Provider, an amount equal to accrued interest (at the Stated Rate
of Interest with respect to the Certificates) on the amount of any Policy
Drawing paid by the Policy Provider under the Policy prior to the related
Distribution Date and to the extent not theretofore reimbursed to the Policy
Provider as of such Distribution Date and (D) to the Policy Provider, an amount
equal to any Senior Hedge Payment made by the Policy Provider made by the Policy
Provider on behalf of an ACS Group Member to the extent not theretofore
reimbursed to the Policy Provider as of such Payment Date;

          (v) FIRST, to the Securities Accounts for each subclass of ACS Group
Class A Securities, an amount equal to the Aggregate Minimum Principal Payment
Amount of the ACS Group Class A Securities for such Payment Date less the
amounts of Policy Drawings (such amount in the aggregate not to exceed such
Aggregate Minimum Principal Payment Amount for



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such date) in respect of the principal of the ACS Group Class A Securities (or,
without duplication, otherwise applied to reduce the corresponding portion of
the Pool Balance of the Certificates) paid by the Policy Provider under the
Policy for periods prior to the related Distribution Date to the extent not
theretofore reimbursed to the Policy Provider; and SECOND, to the Policy
Provider, an amount, not to exceed in the Aggregate Minimum Principal Payment
Amount of the ACS Group Class A Securities for such Payment Date, equal to the
amount of such Policy Drawings in respect of such principal (or, without
duplication, otherwise applied to reduce the corresponding portion of the Pool
Balance of the Certificates) so paid by the Policy Provider under the Policy
prior to such Distribution Date to the extent not theretofore reimbursed to the
Policy Provider as of such Distribution Date;

          (vi) FIRST, to the Securities Accounts for each subclass of ACS Group
Class A Securities, the Outstanding Principal Balance of such subclass of ACS
Group Class A Securities in no order of priority inter se, but pro rata
according to the amount of the principal of such subclass of ACS Group Class A
Securities less the amounts of Policy Drawings in respect of the principal of
such subclass of the ACS Group Class A Securities (or, without duplication,
otherwise applied to reduce the corresponding portion of the Pool Balance of the
Certificates) paid by the Policy Provider under the Policy for periods prior to
the related Distribution Date to the extent not theretofore reimbursed to the
Policy Provider and SECOND, to the Policy Provider, an amount equal to the
Policy Drawings in respect of such principal (or, without duplication, otherwise
applied to reduce the corresponding portion of the Pool Balance of the
Certificates) so paid by the Policy Provider under the Policy prior to such
Distribution Date to the extent not theretofore reimbursed to the Policy
Provider as of such Distribution Date;

          (vii) payments to the applicable party, pro rata inter se, of Special
Indemnity Payments;

          (viii) to the Policy Provider, an amount equal to accrued interest (at
the Excess Policy Rate) on any amounts paid by the Policy Provider under the
Policy prior to the related Distribution Date and to the extent not theretofore
reimbursed to the Policy Provider as of such Distribution Date;

          (ix) payments to Hedge Providers, pro rata inter se, that are
Subordinated Hedge Payments;

          (x) to the Policy Provider, any Additional Premium then due and owing
to the Policy Provider;

          (xi) to the Irish Parent, the Charitable Trust Dividend, if any;

          (xii) in no order of priority inter se but pro rata, not on account of
any obligation or debt (A) to the Securities Account for the Holders of the
Class E Securities, an amount equal to the reimbursement to the Holders of the
Class E Securities of the Contribution Amounts (if any) made by such Holders,
and (B) to the Shareholders Account, an amount equal to the reimbursement to the
Shareholders of the Contribution Amounts, if any, made by the Shareholders; and



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          (xiii) the balance in no order of priority inter se but pro rata in
accordance with the Applicable Allocation Percentages, to the Securities Account
for the Holders of the Class E Securities and to the Shareholders Account for
the Shareholders.

     Section 3.09 Allocations of Principal Payments Among Subclasses of the
Securities. To the extent that any payment of principal pursuant to Section
3.08(a) and (b) hereof is allocable to any class of Securities on any Payment
Date, such payment will be applied to repay all Securities in such class in the
following order of priority: (i) FIRST, to each subclass, in order of the
earliest issued subclass, the excess, if any, of the Outstanding Principal
Balance of each such subclass over the product of the applicable Extended Note
Pool Factor on such Payment Date and the initial principal balance of each such
subclass (any such difference, the "Extension Amount"); provided that, in the
case of two or more subclasses issued on the same date, the Available
Collections will be applied to each such subclass pro rata according to the
amount of, but not to exceed, the Extension Amount of such subclass; (II)
SECOND, to each subclass, in no order of priority inter se, but pro rata
according to the amount of, but not to exceed, the excess, if any, of the
Outstanding Principal Balance of each such subclass (after giving effect to any
payment under clause (i) above) over the product of the applicable Note Pool
Factor on such Payment Date and the initial principal balance of each such
subclass; (iii) THIRD, to each subclass with an Expected Final Payment Date on
or before such Payment Date, in order of the earliest issued subclass; provided
that, in the case of two or more subclasses issued on the same date, the
Available Collections will be applied to such subclasses in order of the
subclass with the earliest Expected Final Payment Date and, with respect to two
or more subclasses having the same Expected Final Payment Date, the Available
Collections will be applied to such subclasses pro rata according to the
Outstanding Principal Balance of each such subclass (after giving effect to any
payment under clauses (i) and (ii) above) on such Payment Date; and (iv) FOURTH,
to each subclass in order of the earliest Expected Final Payment Date, provided,
in the case of two or more subclasses having the same Expected Final Payment
Date, in no order of priority inter se, but pro rata, according to the
Outstanding Principal Balance of each such subclass (after giving effect to any
payment under clauses (i), (ii) and (iii) above) on such Payment Date.

     Section 3.10 Certain Redemptions; Certain Premiums. (a) Optional
Redemption. Subject to the provisions of Section 3.10(c) hereof, on any Payment
Date the Issuer may elect to redeem (including in connection with any
Refinancing) any subclass of the Securities in whole or in part, out of amounts
available in the Defeasance/Redemption Account or, in the case of a Refinancing,
the Refinancing Account, for such purpose, if any, other than, in either such
case, any funds constituting part of the Available Collections, at the
Redemption Price plus any accrued and unpaid interest (after giving effect to
any payment thereof on such Redemption Date under Section 3.08 hereof) on the
Securities to be redeemed to the Redemption Date; provided that such a
redemption may only occur upon the prior written consent of the Policy Provider
(except that a redemption in full of the ACS Group Subclass A-1 Securities shall
not require any such consent if a Policy Non-Consent Event occurs in connection
with such redemption) and after the giving of a Default Notice or the
Acceleration of any Securities, the Securities may be redeemed only in whole but
not in part pursuant to this Section 3.10(a); provided further that Written
Notice of any such Redemption shall be given by the Issuer (or the
Administrative Agent on its behalf) to the Trustee not less than 30 days and not
more than 45 days prior to such Redemption Date and, for so long as any
Securities are listed on the Alternative Securities Market



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of the Irish Stock Exchange, to the Listing Agent and the Alternative Securities
Market of the Irish Stock Exchange not less than 30 days and not more than 45
days prior to such Redemption Date; and provided further that no Class E
Securities shall be redeemed if any Class A Securities are Outstanding.

          (b) Redemption for Taxation Reasons. Subject to the provisions of
Section 3.10(c) hereof, if, at any time,

          (i) the Issuer is, or on the next succeeding Payment Date will be,
     required to make any withholding or deduction under the laws or regulations
     of any applicable tax authority with respect to any payment on any subclass
     of Securities; or

          (ii) the Issuer is or will be subject to any circumstance (whether by
     reason of any law, regulation, regulatory requirement or double-taxation
     convention, or the interpretation or application thereof, or otherwise)
     that has resulted or will result in the imposition of a Tax (whether by
     direct assessment or by withholding at source) or other similar imposition
     by any jurisdiction that would (A) materially increase the cost to the
     Issuer of making payments in respect of any subclass of Securities or of
     complying with its obligations under or in connection with the Securities;
     (B) materially increase the operating or administrative expenses of the
     Issuer; or (C) otherwise obligate the Issuer or any of its subsidiaries to
     make any material payment on, or calculated by reference to, the amount of
     any sum received or receivable by the Issuer, or by the Cash Manager on
     behalf of the ACS Ireland Group as contemplated by the Cash Management
     Agreement,

then the Issuer shall inform the Trustee in writing at such time of any such
requirement or imposition and shall use commercially reasonable efforts to avoid
the effect of the same; provided that no actions shall be taken by the Issuer to
avoid such effects without receipt of a Rating Agency Confirmation and the prior
written consent of the Policy Provider. If, after using its commercially
reasonable efforts to avoid the adverse effects described above, any ACS Ireland
Group Member has not avoided such effects, the Issuer may, at its election,
redeem the Securities on any Payment Date, in whole, at the Outstanding
Principal Balance thereof plus accrued and unpaid interest (after giving effect
to any payment thereof on such Redemption Date under Section 3.08 hereof)
thereon, the Required Expense Amount and all unpaid Policy Provider Obligations,
Credit Facility Obligations and any amounts payable to any Hedge Provider as of
the Redemption Date to such Payment Date but without premium; provided, however,
that any such Redemptions may not occur more than 30 days prior to such time as
the requirement or imposition described in (i) or (ii) above is to become
effective and each of the Trustee and the Policy Provider shall have received a
certification from the Issuer certifying that the applicable ACS Ireland Group
Member has been unable, after using such commercially reasonable efforts, to
avoid the adverse effects described above; and provided further that Written
Notice of any such Redemption shall be given by the Issuer (or the
Administrative Agent on its behalf) to the Trustee and the Policy Provider not
less than 30 days and not more than 45 days prior to the Redemption Date for
such Redemption and, for so long as any Securities are listed on the Alternative
Securities Market of the Irish Stock Exchange, to the Listing Agent and the
Alternative Securities Market of the Irish Stock Exchange not less than 30 days
and not more than 45 days prior to the Redemption Date for such Redemption.



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          (c) Method of Redemption. Upon receipt of notice from the Issuer or
the Administrative Agent under Section 3.10(a) or 3.10(b) hereof, the Trustee
shall give Written Notice in respect of any such redemption of any subclass of
Securities under Section 3.10(a) or 3.10(b) hereof (a "Redemption") to each
Holder of Securities and the Policy Provider, at least 20 days before the
Redemption Date for such Redemption. Except in the case of a Refinancing, the
Trustee shall not deliver any notice under this Section 3.10(c) unless and until
the Trustee shall have received certification that all conditions precedent to
such Redemption have been satisfied and evidence satisfactory to it that the
amounts required to be deposited pursuant to Section 3.10(d) hereof are, or will
on or before the Redemption Date be, deposited in the Defeasance/Redemption
Account. Each notice in respect of a Redemption given pursuant to this Section
3.10(c) shall state (i) the applicable Redemption Date, (ii) the Trustee's
arrangements for making payments in respect of such Redemption, (iii) the
Redemption Price or the Outstanding Principal Balance of each subclass of
Securities to be redeemed and accrued and unpaid interest, (iv) in the case of a
Redemption of the Securities of any subclass in whole, that Securities of each
subclass to be redeemed must be surrendered to the Trustee to collect the
Redemption Price plus accrued and unpaid interest on such Securities and (v) in
the case of a Redemption of the Securities of any subclass in whole, that,
unless the Issuer defaults in the payment of the Redemption Price and any
accrued and unpaid interest on the Securities to be redeemed, interest on the
subclass of Securities called for Redemption shall cease to accrue on and after
the Redemption Date.

          (d) Deposit of Redemption Amount. On or before 10:00 a.m. (New York
City time) on the fifth day preceding any Redemption Date in respect of a
Redemption under Section 3.10(a) hereof, the Issuer shall, to the extent an
amount equal to the Redemption Price of Securities to be redeemed and all
accrued and unpaid interest thereon (after giving effect to any payment thereof
on such Redemption Date under Section 3.08 hereof) and all unpaid Policy
Provider Obligations as of the Redemption Date is not then held on deposit
therein, deposit or cause to be deposited in the Defeasance/Redemption Account
or, in the case of a Refinancing, the Refinancing Account, other than, in either
case, any funds constituting part of the Available Collections, an amount in
immediately available funds equal to such amount. On or before 10:00 a.m. (New
York City time) on the fifth day preceding any Redemption Date in respect of a
Redemption under Section 3.10(b) hereof, the Issuer shall, to the extent an
amount equal to the Outstanding Principal Balance of Securities to be redeemed
and all accrued and unpaid interest (after giving effect to any payment thereof
on such Redemption Date under Section 3.08 hereof) and all unpaid Policy
Provider Obligations (including any Policy Premium and any Policy Redemption
Premium, if any) as of the Redemption Date is not then held on deposit therein,
deposit or cause to be deposited in the Defeasance/Redemption Account or, in
case of a Refinancing, the Refinancing Account, other than, in either case, any
funds constituting part of Available Collections, an amount in immediately
available funds equal to such amount. In the event the ACS Group Subclass A-1
Securities or any other Covered Class A Securities are redeemed in full, the
Policy shall be surrendered to the Policy Provider for cancellation.

          (e) Securities Payable on Redemption Date. After notice has been given
under Section 3.10(c) hereof, the Outstanding Principal Balance of the
Securities to be redeemed on such Redemption Date shall become due and payable
at the Corporate Trust Office of the Trustee, and from and after such Redemption
Date (unless there shall be a default in the payment of the applicable amount to
be redeemed) such principal amount shall cease to bear interest.



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Upon surrender of any Security for redemption in accordance with such notice,
the Redemption Price or the Outstanding Principal Balance (as applicable) of
such Security, together with accrued and unpaid interest on such Security shall
be paid as provided for in this Section 3.10. If any Security to be redeemed
shall not be so paid upon surrender thereof for redemption, the amount in
respect thereof shall continue to bear interest until paid from the Redemption
Date at the interest rate or Periodic Return applicable to such Security.

     Section 3.11 Adjustment of Certain Percentages, Factors and Balances. Upon
each acquisition of any Additional Aircraft (other than any Additional Aircraft
acquired by way of a contribution) or the issuance of any Additional Securities
or Refinancing Securities, subject to Sections 5.02(f) and 5.02(h) hereof (as
applicable), the Note Pool Factors and Extended Note Pool Factors for any
subclass of Securities may be adjusted or, in the case of any new subclass of
Securities, determined to take into account such Permitted Additional Aircraft
Acquisition or the issuance of such Refinancing Securities in the manner
specified in the Board Resolution providing for such action subject to the prior
written consent of the Policy Provider and the Initial Credit Facility Provider;
provided that no Note Pool Factor or Extended Note Pool Factor for any subclass
of Securities may be adjusted so as to change the original Average Life of the
affected subclass of Securities or alter the rate at which such subclass of
Securities was originally scheduled to amortize. The Administrative Agent shall
include such adjusted Note Pool Factors, Extended Note Pool Factors and Minimum
Target Principal Balances in each Quarterly Report and Annual Report.

     Section 3.12 Initial Credit Facility.

          (a) Credit Facility Drawings. If the Cash Manager determines in
accordance with Section 3.06(f) hereof that after making all withdrawals (prior
to any drawings under the Policy but after any withdrawals from the Senior Cash
Collateral Account and the Credit Facility Reserve Account) and transfers to be
made with respect to the applicable Payment Date, there is (x) a Required
Expenses Shortfall, (y) a Senior Hedge Payments Shortfall and/or (z) a Credit
Facility Interest Class A Shortfall, in each case as calculated in Section
3.06(f) hereof, the Cash Manager shall so notify the Trustees in writing and
shall, no later than 1:00 p.m. (New York City time) three Business Days prior to
such Payment Date, request a drawing (each such drawing, a "Credit Facility
Drawing") under the Initial Credit Facility, to be paid on or prior to such
Payment Date, in an amount equal to the lesser of (a) the aggregate amount of
the shortfall from clauses (x), (y) and (z) above and (b) the Available Amount
under the Initial Credit Facility.

          (b) Application of Credit Facility Drawings. The proceeds of any
Credit Facility Drawing shall be deposited into the Initial Liquidity Payment
Account and withdrawn by the Operating Bank, upon Written Notice from the Cash
Manager, for application on the applicable Payment Date in the following manner:
FIRST, to the Expense Account an amount such that the amount on deposit therein
is at least equal to the Required Expense Amount for such Payment Date and
SECOND, in no order of priority inter se, but pro rata, (1) to the Securities
Accounts for the ACS Group Subclass A-1 Securities, the amount of accrued and
unpaid interest on the ACS Group Subclass A-1 Securities with respect to the
applicable Payment Date in no order of priority inter se, but pro rata; and (2)
pro rata, to any Hedge Provider, an amount equal to any Senior Hedge Payment due
from any ACS Group Member pursuant to any Hedge Agreement.



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          (c) Downgrade Drawings. The Initial Credit Facility Provider shall
notify the Issuers, the Cash Manager and the Policy Provider promptly upon the
occurrence of a Downgrade Event. If at any time a Downgrade Event has occurred
and within 10 days after notice of such event (but not later than the expiration
date of the Initial Credit Facility) (i) the Initial Credit Facility Provider or
the Issuer or the Guarantor does not arrange to replace the Initial Credit
Facility with a Replacement Credit Facility, (ii) the Initial Credit Facility
Provider shall not have received a Rating Agency Confirmation with respect to
the Downgrade Event and the written consent of the Policy Provider to the
retention of such Initial Credit Facility Provider shall not have been obtained
or (iii) the Policy Provider shall not have confirmed in writing that such
downgrading will not constitute a Downgrade Event, on such 10th day (or if such
10th day is not a Business Day, on the next succeeding Business Day) (or, if
earlier, the expiration date of the Initial Credit Facility), then the Cash
Manager shall, upon the occurrence of a Downgrade Event with respect to the
Initial Credit Facility, request a drawing in accordance with and to the extent
permitted by the Initial Credit Facility (such drawing, a "Downgrade Drawing")
of the Available Amount thereunder. Amounts drawn pursuant to a Downgrade
Drawing shall be deposited into the Credit Facility Reserve Account.

          (d) Non-Extension Drawings. If the Initial Credit Facility is
scheduled to expire on a date (the "Stated Expiration Date") prior to the date
that is 15 days after the Final Maturity Date with respect to the ACS Group
Subclass A-1 Securities, then, no earlier than the 60th day and no later than
the 30th day prior to the applicable Stated Expiration Date then in effect, the
Cash Manager shall request that the Initial Credit Facility Provider extend the
Stated Expiration Date until the earlier of (i) the date which is 15 days after
such Final Maturity Date with respect to the ACS Group Subclass A-1 Securities
and (ii) the date that is immediately preceding the 364th day occurring after
the Stated Expiration Date then in effect (unless the obligations of the Initial
Credit Facility Provider under the Initial Credit Facility are earlier
terminated in accordance with the Initial Credit Facility). If on or before the
date which is 10 days prior to the Stated Expiration Date, (A) the Initial
Credit Facility shall not have been replaced in accordance with Section 3.12(e)
hereof or (B) the Initial Credit Facility Provider fails irrevocably and
unconditionally to advise the Cash Manager that such Stated Expiration Date then
in effect shall be so extended (whether or not the Cash Manager has in fact
requested an extension), the Cash Manager shall immediately, in accordance with
the terms of the Initial Credit Facility (a "Non-Extended Facility"), request a
drawing under such Initial Credit Facility (such drawing, a "Non-Extension
Drawing") for the Available Amount thereunder. Amounts drawn pursuant to a
Non-Extension Drawing shall be deposited into the Credit Facility Reserve
Account.

          (e) Issuance of Replacement Credit Facility.

          (i) If the Initial Credit Facility Provider shall determine not to
extend the Initial Credit Facility in accordance with Section 3.12(d) hereof,
then either the Initial Credit Facility Provider or either the Issuer or the
Guarantor may, at their respective options, arrange for a Replacement Credit
Facility to replace the Initial Credit Facility during the period no earlier
than 35 days and no later than 10 days prior to the then effective Stated
Expiration Date.

          (ii) If a Downgrade Event shall have occurred with respect to the
Initial Credit Facility in accordance with Section 3.12(c) hereof, then either
the Initial Credit Facility Provider or the Issuer or the Guarantor may, at
their respective options, arrange for a Replacement Credit



                                                                              98


Facility to replace the Initial Credit Facility within 10 days after receiving
notice of such Downgrade Event (but not later than the expiration date of the
Initial Credit Facility); provided, however, that the Initial Credit Facility
Provider may, at its option, arrange for a Replacement Credit Facility at any
time following a Downgrade Drawing so long as neither the Issuer nor the
Guarantor has already arranged for a Replacement Credit Facility.

          (iii) (A) At any time after the then Stated Expiration Date of the
Initial Credit Facility which has been extended for a period in excess of a
364-day period, the Initial Credit Facility Provider may, at its option, arrange
for a Replacement Credit Facility to replace the Initial Credit Facility.

          (B) No Replacement Credit Facility arranged by the Initial Credit
Facility Provider or the Issuer or the Guarantor in accordance with clauses
(e)(i), (e)(ii) and (e)(iii)(A) above shall become effective and no such
Replacement Credit Facility shall be deemed an Eligible Credit Facility under
this Indenture, unless and until (y) each of the conditions referred to in
subclause (C) below shall have been satisfied, and (z) in the case of a
Replacement Credit Facility arranged by the Initial Credit Facility Provider,
such Replacement Credit Facility is acceptable to the Issuer and the Guarantor.

          (C) In connection with the issuance of each Replacement Credit
Facility, (x) the Cash Manager shall, prior to the issuance of such Replacement
Credit Facility, have received a Rating Agency Confirmation with respect to the
Certificates (without regard to any downgrading of any rating of the Initial
Credit Facility Provider being replaced pursuant to Section 3.12(c) hereof and
without regard to the Policy), (y) upon receipt of a Written Notice from the
Administrative Agent to the Cash Manager setting forth the amount of Credit
Facility Obligations then owing to the replaced Initial Credit Facility
Provider, the Cash Manager shall direct the Operating Bank pursuant to a Written
Notice of the Cash Manager setting forth the amount of Credit Facility
Obligations then owing to the replaced Initial Credit Facility Provider to pay
to the replaced Initial Credit Facility Provider all Credit Facility Obligations
then owing to the replaced Initial Credit Facility Provider and upon receipt of
such Written Notice, the Operating Bank shall pay such amount to the Initial
Credit Facility Provider (which payment shall be made first from available funds
in the Credit Facility Reserve Account, and thereafter from any other available
source, including, without limitation, a drawing under the Replacement Credit
Facility) and (z) the issuer of the Replacement Credit Facility shall deliver
the Replacement Credit Facility to the Cash Manager, together with a legal
opinion opining that such Replacement Credit Facility has been duly authorized,
executed and delivered by, and is an enforceable obligation of, such Replacement
Credit Facility Provider, such legal opinion to be reasonably satisfactory to
the Policy Provider unless the legal opinion of counsel to the Replacement
Credit Facility Provider is in form and substance substantially the same as the
legal opinion of counsel to the Initial Credit Facility Provider delivered on
the Initial Closing Date.

          (D) Upon satisfaction of the conditions set forth in clauses (B) and
(C) of this Section 3.12(e)(iii) with respect to a Replacement Credit Facility,
(w) the replaced Initial Credit Facility shall terminate, (x) the Cash Manager
shall, if and to the extent so requested by the Issuer or the Guarantor or the
Initial Credit Facility Provider being replaced, execute and deliver any
certificate or other instrument furnished to it required in order to terminate
the replaced Initial Credit Facility, shall surrender the replaced Initial
Credit Facility to the Initial Credit



                                                                              99


Facility Provider being replaced and shall execute and deliver the Replacement
Credit Facility, (y) each of the parties hereto shall enter into any amendments
to this Indenture, the Guarantor Indenture and any other Related Documents
necessary to give effect to (1) the replacement of the applicable Initial Credit
Facility Provider with the applicable Replacement Credit Facility Provider and
(2) the replacement of the applicable Initial Credit Facility with the
applicable Replacement Credit Facility and (z) such Replacement Credit Facility
Provider shall be deemed to be an Eligible Provider with the rights and
obligations of the Initial Credit Facility Provider hereunder and under the
other Related Documents and such Replacement Credit Facility shall be deemed to
be an Eligible Credit Facility (and, if so designated by a Board Resolution and
Guarantor Board Resolution, deemed to be the Initial Credit Facility) hereunder
and under the other Related Documents.

          (f) Credit Facility Reserve Account; Withdrawals; Investments. All
amounts drawn under the Initial Credit Facility by the Cash Manager pursuant to
Section 3.12(c), 3.12(d) or 3.12(i) hereof shall be deposited by the Cash
Manager into the Credit Facility Reserve Account. All amounts on deposit in the
Credit Facility Reserve Account, including any amount deposited in accordance
with clause (iv) of Section 3.08(a) hereof, shall be invested and reinvested in
accordance with Section 3.02 hereof. Upon a request by the Initial Credit
Facility Provider, the Cash Manager shall provide the Initial Credit Facility
Provider with the amount of Investment Earnings held in the Credit Facility
Reserve Account as of the applicable date of determination. On each Payment
Date, the Cash Manager shall direct the Operating Bank to pay to the Initial
Credit Facility Provider all Investment Earnings on amounts on deposit in the
Credit Facility Reserve Account. Amounts on deposit in the Credit Facility
Reserve Account shall be withdrawn by or at the direction of the Cash Manager
under the following circumstances:

          (i) in accordance with Section 3.01(o) hereof;

          (ii) on any Payment Date, if the amount in the Credit Facility Reserve
Account exceeds the Required Amount therefor, then the Cash Manager shall direct
the Operating Bank to withdraw, upon Written Notice from the Cash Manager, from
the Credit Facility Reserve Account such excess and pay such amount to the
Initial Credit Facility Provider;

          (iii) if a Replacement Credit Facility is established following the
date on which funds have been deposited into the Credit Facility Reserve
Account, the Cash Manager shall direct the Operating Bank to withdraw, upon
Written Notice from the Cash Manager, all amounts on deposit in the Credit
Facility Reserve Account and shall pay such amounts to the replaced Initial
Credit Facility Provider until all Credit Facility Obligations owed to such
Person shall have been paid in full, and shall deposit any remaining amount in
the Collections Account;

          (iv) upon the payment in full of the Outstanding Principal Balance of,
and accrued and unpaid interest on, the ACS Group Subclass A-1 Securities, the
Cash Manager shall direct the Operating Bank to withdraw, upon Written Notice
from the Cash Manager, all amounts from the Credit Facility Reserve Account and
pay such amounts to the Initial Credit Facility Provider until all Credit
Facility Obligations owed to such Initial Credit Facility Provider have been
paid in full, and shall deposit any remaining amount in the Collections Account;
and



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          (v) 15 days after the Final Maturity Date with respect to the ACS
Group Subclass A-1 Securities, the Operating Bank shall withdraw, upon Written
Notice from the Cash Manager, all amounts on deposit in the Credit Facility
Reserve Account and pay such amounts to the Initial Credit Facility Provider
until all Credit Facility Obligations owed to such Person shall have been paid
in full, and shall deposit any remaining amount in the Collections Account.

          (g) Reinstatement. With respect to any Credit Facility Drawing under
the Initial Credit Facility, upon the reimbursement to the Initial Credit
Facility Provider in full or in part of the amount of such Credit Facility
Drawing, together with any accrued interest thereon, the Available Amount of the
Initial Credit Facility shall be reinstated by an amount equal to the amount of
such Credit Facility Drawing so reimbursed to the Initial Credit Facility
Provider but not to exceed the Maximum Commitment; provided, however, that the
Initial Credit Facility shall not be so reinstated in part or in full at any
time if (x) a Credit Facility Event of Default shall have occurred and be
continuing or (y) a Downgrade Drawing, Non-Extension Drawing or Final Drawing
shall have occurred.

          (h) Reimbursement. The amount of each Credit Facility Drawing under
the Initial Credit Facility and any amounts withdrawn from the Credit Facility
Reserve Account following a Downgrade Drawing, Non-Extension Drawing or a Final
Drawing shall be due and payable, together with interest thereon, on the dates
and at the rates, respectively, provided in the Initial Credit Facility but only
to the extent that Available Collections are sufficient to pay such amounts in
the order of priority set forth in Section 3.08 hereof.

          (i) Final Drawing. Upon receipt from the Initial Credit Facility
Provider of a Termination Notice with respect to the Initial Credit Facility,
the Cash Manager shall, not later than the date specified in such Termination
Notice, in accordance with the terms of the Initial Credit Facility, request a
drawing under the Initial Credit Facility of the Available Amount thereunder (a
"Final Drawing"). Proceeds of a Final Drawing shall be deposited into the Credit
Facility Reserve Account for application in accordance with Section 3.12(f)
hereof.

          (j) Initial Credit Facility Provider Consent. To the extent that the
Initial Credit Facility Provider's consent or approval (including with respect
to any amendment) is required under this Indenture, the Guarantor Indenture or
any other Related Document, such consent is not required in the event that (x)
no ACS Group Subclass A-1 Securities are Outstanding and (y) no Credit Facility
Advance Obligations are due and owing to the Initial Credit Facility Provider
(and, in the case of the issuance of ACS Group Additional Securities, if any, an
Initial Credit Facility Non-Consent Event has occurred).

     Section 3.13 Eligible Credit Facilities. Notwithstanding Section 3.08
hereof, Article X hereof, or anything else to the contrary contained in the
Indenture, Guarantor Indenture or the Security Trust Agreement, all amounts
available in any Cash Collateral Account or drawn against any other Eligible
Credit Facility (other than the Initial Credit Facility) shall be paid to
Holders of the subclass of ACS Group Securities (and holders of other
obligations) for whose benefit such Eligible Credit Facility is stated to be
established except to the extent otherwise provided in the Board Resolutions and
Guarantor Board Resolutions providing for such Eligible Credit Facility.



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     Section 3.14 The Policy. The Policy Provider shall issue a Policy in favor
of the Drawing Agent for the benefit of the holders of the Certificates, and the
following shall apply to the Policy and the Certificates subject thereto:

          (a) Interest Drawings. If the Cash Manager determines that there is an
Interest Shortfall with respect to any Regular Distribution Date (other than the
Legal Final Distribution Date and the date of the Final Policy Election) in
respect of the Certificates (calculated as provided in Section 3.06(i) hereof),
the Cash Manager shall, prior to 12:00 p.m. (New York City time) on the third
Business Day prior to such Regular Distribution Date, instruct the Drawing Agent
to request and the Drawing Agent shall, no later than 12:00 p.m. (New York City
time) on the second Business Day prior to such Regular Distribution Date,
request a Policy Drawing under the Policy (for payment into the Certificate
Account) in an amount equal to such Interest Shortfall (each, an "Interest
Drawing"). Any request received after 12:00 p.m. (New York City time) on any
Business Day shall be deemed to have been received by the Policy Provider on the
next Business Day. Upon receipt of any such request for a Policy Drawing, the
Policy Provider or its fiscal agent shall pay, no later than 12:00 p.m. (New
York City time) on the later of (i) the applicable Regular Distribution Date and
(ii) the second Business Day following the Business Day on which the Policy
Provider received the Drawing Agent's request referred to above, into the
Certificate Account, the amount of the Interest Shortfall with respect to such
Regular Distribution Date. Upon receipt, the Pass Through Trustee shall direct
the payment of the amount in the Certificate Account to the holders of the
Certificates in payment of the Interest Shortfall therefor.

          (b) Proceeds Deficiency Drawing. If at any time after the Acceleration
of the Securities, there is a sale or other disposition of an ACS Group Aircraft
(not including any ACS Group Aircraft acquired by way of contribution) or of an
ACS Group Subsidiary that owns an ACS Group Aircraft (not including any ACS
Group Aircraft acquired by way of contribution) by, on behalf of or at the
direction of the Controlling Party, and there is a Deficiency Shortfall
resulting therefrom (calculated as provided in Section 3.06(i)(ii)), the Cash
Manager shall, prior to 12:00 p.m. (New York City time) on the third Business
Day prior to the next succeeding Regular Distribution Date, instruct the Drawing
Agent to request and the Drawing Agent, no later than 12:00 p.m. (New York City
time) on the second Business Day prior to such Regular Distribution Date, shall
request a Policy Drawing (each a "Deficiency Drawing") under the Policy in an
amount equal to the Deficiency Shortfall (for payment into the Certificate
Account) with respect to such Regular Distribution Date. Any request received
after 12:00 p.m. (New York City time) on any Business Day shall be deemed to
have been received by the Policy Provider on the next Business Day. Upon receipt
of any such request, the Policy Provider or its fiscal agent shall, no later
than 12:00 p.m. (New York City time) on the later of (i) the applicable Regular
Distribution Date and (ii) the second Business Day following the Business Day on
which the Policy Provider received the Drawing Agent's request referred to
above, pay under the Policy, in respect of the Certificates, an amount equal to
the Deficiency Shortfall for the Certificates with respect to such Regular
Distribution Date. Upon receipt, the Pass Through Trustee shall direct the
payment of the amount in the Certificate Account to the holders of the
Certificates in payment of the Deficiency Shortfall therefor.

          (c) No Proceeds Drawing. If, on any Calculation Date (other than the
Calculation Date occurring immediately prior to the Legal Final Distribution
Date of the



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Certificates) falling on or after the date that is 24 months after the date of
the occurrence of an Event of Default under Section 4.01(a) or Section 4.01(b)
hereof or an Acceleration of the Securities (the "Non-Performance Period"),
there is a Minimum Principal Shortfall in respect of the Certificates for the
then next succeeding Regular Distribution Date (calculated as provided in
Section 3.06(i)(iii) hereof), the Cash Manager shall, no later than 12:00 p.m.
(New York City time) on the third Business Day prior to such Regular
Distribution Date, instruct the Drawing Agent to request and the Drawing Agent
shall, no later than 12:00 p.m. (New York City time) on the second Business Day
prior to such Regular Distribution Date, request, a Policy Drawing (each, a "No
Proceeds Drawing") under the Policy (for payment into the Certificate Account)
in an amount equal to the Minimum Principal Shortfall with respect to such
Regular Distribution Date. Any request received after 12:00 p.m. (New York City
time) on any Business Day shall be deemed to have been received by the Policy
Provider on the next Business Day. Upon receipt of such request, the Policy
Provider or its fiscal agent shall, no later than 12:00 p.m. (New York City
time) on the later of (i) the applicable Regular Distribution Date and (ii) the
second Business Day following the Business Day on which the Policy Provider
receives the Drawing Agent's request referred to above, pay under the Policy an
amount equal to the Minimum Principal Shortfall with respect to such Regular
Distribution Date. Upon receipt, the Pass Through Trustee shall direct the
payment of the amount in the Certificate Account to the holders of the
Certificates in payment of the Minimum Principal Shortfall therefor.

          Notwithstanding the preceding paragraph, with respect to any Regular
Distribution Date occurring on or after the date of the occurrence of an Event
of Default with respect to the ACS Group Subclass A-1 Securities continuing on
the date of a Final Policy Election, and the occurrence of the earlier of (x)
the date of a Policy Drawing and (y) the fifth anniversary of the Initial
Closing Date, the Policy Provider may, so long as a Policy Provider Default
shall not have occurred and be continuing, elect (a "Final Policy Election"),
upon at least four Business Days' prior written notice to the Drawing Agent
(with a copy to the Cash Manager and the Trustee), to pay on such Regular
Distribution Date, an amount sufficient (after giving effect to the application
of Available Collections in accordance with the applicable payment priorities
set forth in Section 3.08 hereof, the application of any Credit Facility
Drawings (or drawings under any Replacement Credit Facility) and the application
of any withdrawals from the Credit Facility Reserve Account and/or withdrawals
from the Senior Cash Collateral Account in accordance with the terms hereof) to
pay the then Pool Balance of the Certificates, plus accrued and unpaid interest
(at the Stated Rate of Interest for Certificates) thereon, for the period from
the immediately preceding Regular Distribution Date to such Regular Distribution
Date (any such amount to be paid by such Policy Provider, the "Outstanding
Balance"). Upon receipt of any such notice, the Cash Manager shall (a) calculate
the then Outstanding Balance for the Policy Provider and (b) prior to 12:00 p.m.
(New York City time) on the third Business Day prior to such Regular
Distribution Date, instruct the Drawing Agent to request, and the Drawing Agent
shall request no later than 12:00 p.m. (New York City time) on the second
Business Day prior to such Regular Distribution Date, a Policy Drawing from the
Policy Provider in the amount of the then Outstanding Balance (for payment into
the Certificate Account) for the Certificates. Upon receipt of any such request,
the Policy Provider or its fiscal agent shall, no later than 12:00 p.m. (New
York City time) on the later of (i) the applicable Regular Distribution Date and
(ii) the second Business Day following the Business Day on which such Policy
Provider receives the Drawing Agent's request referred to above, pay under the
Policy an amount equal to the Outstanding Balance. Upon receipt, the Pass
Through Trustee shall direct the



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payment of the amount in the Certificate Account to the holders of the
Certificates in payment of the Outstanding Balance therefor.

          (d) Final Policy Drawing. If the Cash Manager determines (calculated
as provided in Section 3.06(i)(iv)) that on the Legal Final Distribution Date of
the Certificates there will be insufficient funds available for the payment in
full of the Final Amount with respect to the Certificates as of such date, the
Cash Manager shall, prior to 12:00 p.m. (New York City time) on the third
Business Day prior to such Legal Final Distribution Date, instruct the Drawing
Agent to request, and the Drawing Agent shall, no later than 12:00 p.m. (New
York City time) on the second Business Day prior to such Legal Final
Distribution Date, request a Policy Drawing under the Policy (for payment into
the Certificate Account) in an amount sufficient to pay the Final Amount with
respect to the Certificates. Upon receipt of such request for a Policy Drawing,
the Policy Provider or its fiscal agent shall, no later than 12:00 p.m. (New
York City time) on the later of (i) such Legal Final Distribution Date and (ii)
the second Business Day following the Business Day on which the Policy Provider
receives the Drawing Agent's request referred to above, pay under and in
accordance with the terms of the Policy, an amount sufficient to pay the Final
Amount in respect of the Certificates. Any request received by the Policy
Provider after 12:00 p.m. (New York City time) on any Business Day shall be
deemed to have been received by the Policy Provider on the next Business Day.
Upon receipt, the Pass Through Trustee shall direct the payment of the amount in
the Certificate Account to the holders of the Certificates in payment of the
Final Amount therefor.

          (e) Avoidance Drawings. If at any time the Drawing Agent shall have
actual knowledge of the issuance of any Final Order, the Drawing Agent shall
promptly give notice thereof to the Trustee, the Guarantor Trustee, the Cash
Manager and the Policy Provider. The Cash Manager shall thereupon determine the
Avoided Payment with respect to the Certificates resulting therefrom and shall
promptly: (i) send to the Drawing Agent a Written Notice of such amount and (ii)
prior to the expiration of the Policy, instruct the Drawing Agent to, and the
Drawing Agent shall, deliver to the Policy Provider or its fiscal agent a Notice
of Avoided Payment under the Policy, together with a copy of the documentation
required by the Policy with respect thereto, requesting a Policy Drawing (each,
an "Avoidance Drawing") thereunder (for payment to the receiver, conservator,
debtor-in-possession, trustee in bankruptcy or the Drawing Agent (for deposit
into the Certificate Account), as applicable), in an amount equal to the amount
of the relevant Avoided Payment. To the extent that any portion of such
Avoidance Drawing is to be paid to the Drawing Agent such Written Notice shall
also set the date for the distribution of such portion of the proceeds of such
Policy Drawing which date shall constitute a Special Distribution Date and shall
be the third Business Day following the date of such Written Notice referred to
in clause (b) above. Upon receipt, the Drawing Agent shall pay the proceeds of
the specified Policy Drawing under the Policy to the Certificate Account and the
Pass Through Trustee shall direct the payment of such amount in the Certificate
Account to the holders of the Certificates.

          (f) Application of Policy Drawings. Notwithstanding anything to the
contrary contained in this Indenture, all payments received by the Drawing Agent
or the Pass Through Trustee in respect of a Policy Drawing (including, without
limitation, that portion, if any, of the proceeds of a Policy Drawing for any
Avoided Payment that is to be paid to the Drawing Agent



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and not to any receiver, conservator, debtor-in-possession or trustee in
bankruptcy as provided in the Policy) shall be promptly paid to the holders of
the Certificates.

          (g) Resubmission of a Notice of Payment. If the Policy Provider at any
time informs the Drawing Agent in accordance with the Policy that a Notice of
Nonpayment or Notice of Avoided Payment submitted by the Drawing Agent does not
satisfy the requirements of the Policy, the Drawing Agent shall, as promptly as
possible after being so informed, submit to the Policy Provider an amended and
revised Notice of Nonpayment or Notice of Avoided Payment, as the case may be,
and shall transfer to the Certificate Account the amount received pursuant to
such amended or revised Notice of Nonpayment or Notice of Avoided Payment when
received.

          (h) No Discharge of the Issuer's Obligations. Except to the extent
reimbursed to the Policy Provider, the payment on the Certificates with funds
drawn under the Policy shall not reduce the Outstanding Principal Balance of, or
interest due, on the ACS Group Class A Securities, or be deemed to discharge the
Issuer's obligation to repay such funds drawn under the Policy to the Policy
Provider, which obligation shall continue in full force and effect.

          (i) Interest Coverage. The interest payable by the Policy Provider
under the Policy shall include interest accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding.

          (j) Policy Provider Consent. The Policy Provider agrees that to the
extent its consent or approval (including with respect to any amendment) is
required under this Indenture or any other Related Document, such consent is not
required in the event that (x) a Policy Non-Consent Event has occurred or (y) in
the case of any consent required under Section 5.03, a Policy Provider Default
has occurred and is continuing. If the Policy Provider fails to provide any
party hereto with a written response with respect to any request for approval
(x) to perform maintenance or modifications to any Aircraft if such maintenance
or modification is required in connection with the remarketing of such Aircraft,
(y) to acquire a replacement Part or Engine by any ACS Group Member for purposes
of remarketing an Aircraft or (z) in connection with any action that would cause
the ACS Group Portfolio to exceed any of the Concentration Limits so long as a
Rating Agency Confirmation from Moody's has been obtained in connection
therewith, within the time indicated by the Issuer or such Remarketing Servicer
in its proposal or, in any event, not less than fifteen Business Days after
receipt of such proposal (which proposal shall be in writing and contains a
legend stating that the Policy Provider's consent shall be deemed to have been
provided unless a response is received from the Policy Provider within fifteen
Business Days of receipt thereof) by the Policy Provider, the Policy Provider
shall be deemed to have approved such proposal, provided that, in connection
with any such proposal, the Issuer or a Remarketing Servicer on its behalf has
promptly provided all information with respect to such proposal reasonably
requested by the Policy Provider. If the Issuer or the Remarketing Servicer has
not provided the Policy Provider with such requested information promptly then
the Policy Provider shall not be deemed to have consented to such proposal.

          (k) Release of Policy Provider. Notwithstanding anything to the
contrary herein, and for the avoidance of doubt, if the Policy is terminated and
surrendered to the Policy Provider



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for cancellation, all obligations of the Policy Provider under this Indenture
(including, but not limited to, all obligations set forth in this Section 3.14)
shall be terminated and released.

     Section 3.15 Contributions. In the event that the amounts available for
distribution under Section 3.08 hereof and from any Eligible Credit Facility are
insufficient to pay in full any of the Secured Obligations or any other
Obligations, the Issuer or Guarantor may, out of funds provided to it by a
Holder of a Class E Security or a Shareholder (and not out of any amounts in the
Collections Account or any other Account or any other Collateral), pay such
shortfall with respect to such Obligations on the applicable Payment Date by
giving Written Notice of its intention to do so (specifying the amount thereof)
to the Cash Manager and the Trustee at least two Business Days prior to such
Payment Date by transferring funds in such amount (the "Contribution Amounts")
to the Trustee one Business Day prior to such Payment Date for deposit into the
applicable Account related to such Holder of a Class E Security or Shareholder,
as the case may be. All Contribution Amounts so deposited shall (a) be paid out
of such Account to the applicable Person or transferred to the applicable
Account notwithstanding Section 3.08 hereof, Article X hereof or anything else
to the contrary contained in this Indenture or the Security Trust Agreement and
(b) not constitute an obligation or debt of the Issuer.

     Section 3.16 DSCR Failure. In the event that the Cash Manager determines,
in accordance with Section 3.06(c) hereof, that a DSCR Failure for the related
Payment Date will occur, it shall provide Written Notice thereof (not later than
two Business Days prior to such Payment Date) to the Issuer, the Guarantor, the
Administrative Agent, the Trustees, the Pass Through Trustee, the Policy
Provider and the Rating Agencies. Following the occurrence of a DSCR Failure,
all proceeds on deposit in the Collections Account shall be applied in
accordance with Section 3.08(b) hereof.

                                   ARTICLE IV

                              DEFAULT AND REMEDIES

     Section 4.01 Events of Default. Each of the following events shall
constitute an "Event of Default" hereunder with respect to any subclass of
Securities, and each such Event of Default shall be deemed to exist and continue
so long as, but only so long as, it shall not have been remedied:

          (a) failure to pay when due interest on any Class A Security of such
subclass, and the continuance of such default unremedied for a period of five
Business Days after the same shall have become due and payable;

          (b) failure to pay when due principal of any Security of such subclass
on the applicable Final Maturity Date;

          (c) failure to pay any amount (other than interest) when due and
payable in connection with any Security of such subclass to the extent that
there are, on any Payment Date, amounts available for such payment in the
Collections Account or the Senior Cash Collateral



                                                                             106


Account with respect to the Securities of such subclass, and the continuance of
such default for a period of five or more Business Days after such Payment Date;

          (d) failure of any of the representations or warranties of the Issuer
under this Indenture to be true and correct or failure by the Issuer to comply
with any of the covenants, obligations, conditions or provisions binding on it
under this Indenture or any of the Securities (other than a payment default for
which provision is made in Section 4.01(a), (b) or (c) above), if such failure
or such breach materially adversely affects the Holders of such subclass of
Securities and continues for a period of 30 days (or, if such failure or breach
is capable of remedy within 90 days (or in the case of a breach or failure with
respect to a covenant contained in Section 5.03, 180 days) of the date of the
written notice referred to below and the Administrative Agent has promptly
provided the Trustee with a certificate stating that the Issuer has commenced,
or will promptly commence, and diligently pursue all reasonable efforts to
remedy such failure or breach, 90 days (or 180 days, as applicable), so long as
the Issuer or any ACS Ireland Subsidiary is diligently pursuing such remedy but
in any event no longer than 90 days (or 180 days, as applicable)) after written
notice thereof has been given to the Issuer by the Controlling Party or by the
Holders of at least a majority of the aggregate Outstanding Principal Balance of
the Securities of the Senior Class;

          (e) a court having jurisdiction in the premises enters a decree or
order for (i) relief in respect of the Issuer or the Guarantor or any direct or
indirect subsidiary thereof (other than a Non-Significant Subsidiary) under any
Applicable Law relating to bankruptcy, insolvency, receivership, winding-up,
liquidation, reorganization, Irish law examinership, relief of debtors or other
similar law now or hereafter in effect; (ii) appointment of a receiver,
liquidator, Irish law examiner, assignee, custodian, trustee, sequestrator or
similar official of the Issuer or the Guarantor or any direct or indirect
subsidiary thereof (other than a Non-Significant Subsidiary); or (iii) the
winding up or liquidation of the affairs of the Issuer or the Guarantor or any
direct or indirect subsidiary thereof (other than a Non-Significant Subsidiary)
and, in each case, such decree or order shall remain unstayed or such writ or
other process shall not have been stayed or dismissed within 90 days from entry
thereof;

          (f) the Issuer or the Guarantor or any direct or indirect subsidiary
thereof (other than a Non-Significant Subsidiary) (i) commences a voluntary case
under any Applicable Law relating to bankruptcy, insolvency, receivership,
winding-up, liquidation, reorganization, Irish law examinership, relief of
debtors or other similar law now or hereafter in effect, or consents to the
entry of an order for relief in any involuntary case under any such law; (ii)
consents to the appointment of or taking possession by a receiver, liquidator,
Irish law examiner, assignee, custodian, trustee, sequestrator or similar
official of the Issuer or the Guarantor or any direct or indirect subsidiary
thereof (other than a Non-Significant Subsidiary) or for all or substantially
all of the property and assets of the Issuer or the Guarantor or any direct or
indirect subsidiary thereof (other than a Non-Significant Subsidiary); or (iii)
effects any general assignment for the benefit of creditors;

          (g) one or more judgments or orders for the payment of money that are
in the aggregate in excess of 5% of the aggregate Assumed Portfolio Value shall
be rendered against any ACS Group Member and either (i) enforcement proceedings
shall have been commenced by any creditor upon such judgment or order or (ii)
there shall be any period of 10 consecutive days



                                                                             107


during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; provided, however, that any
such judgment or order shall not be an Event of Default under this Section
4.01(g) if and for so long as (i) the amount of such judgment or order is
covered by a valid and binding policy of insurance between the defendant and the
insurer covering payment thereof and (ii) such insurer, which shall be rated at
least "A" by A.M. Best Company or any similar successor entity, has been
notified of, and has not disputed the claim made for payment of, the amount of
such judgment or order;

          (h) the constitutional documents creating the Issuer or the Guarantor
cease to be in full force and effect without replacement documents having the
same terms being in full force and effect; or

          (i) an Event of Default (as defined in the Guarantor Indenture) has
occurred and is continuing under the Guarantor Indenture.

     Section 4.02 Acceleration, Rescission and Annulment. (a) If an Event of
Default with respect to the Senior Class (including the Class A-1 Securities so
long as any Class A-1 Securities are outstanding and the Policy Non-Consent
Event has not occurred) or any subclass thereof (other than an Event of Default
under Section 4.01(e) or (f) hereof) occurs and is continuing, the Controlling
Party may, and (if the Controlling Party is the Senior Trustee) upon the written
direction of Holders representing not less than a majority of the aggregate
Outstanding Principal Balance of the Senior Class shall give a Default Notice to
the Issuer, the Cash Manager, the Administrative Agent, the Security Trustee,
the Guarantor, the Trustee, the Guarantor Trustee, and the Pass Through Trustee
declaring the Outstanding Principal Balance of the Securities and all accrued
and unpaid interest thereon to be due and payable. If the Controlling Party is
the Policy Provider or the Initial Credit Facility Provider, only it may give a
Default Notice. Upon delivery of a Default Notice, such Outstanding Principal
Balance and all accrued and unpaid interest thereon shall be due and payable. At
any time after the Controlling Party has declared the Outstanding Principal
Balance of the Securities to be due and payable and prior to the exercise of any
other remedies pursuant to this Article IV, the Controlling Party may (and if
the Controlling Party is the Senior Trustee, upon the written direction of
Holders of a majority of the aggregate Outstanding Principal Balance of the
Senior Class shall) by Written Notice to the Issuer, the Senior Trustee (if not
the Controlling Party), the provider of any Eligible Credit Facility (if not the
Controlling Party), the Cash Manager, the Administrative Agent, the Security
Trustee and the Trustee, subject to Section 4.05(a) hereof, rescind and annul
such declaration and thereby annul its consequences if: (i) there has been paid
to or deposited with the Senior Trustee an amount sufficient to pay all overdue
installments of interest on the Securities, and the principal or Redemption
Price of the Securities that would have become due otherwise than by such
declaration of acceleration, (ii) the rescission or annulment would not conflict
with any judgment or decree and (iii) all other Defaults and Events of Default,
other than nonpayment of interest and principal on the Securities that have
become due solely because of such acceleration, have been cured or waived. If
the Controlling Party is the Policy Provider or the Initial Credit Facility
Provider, only it may give a notice of annulment. If an Event of Default under
Section 4.01(e) or (f) hereof occurs, the Outstanding Principal Balance of the
Securities and all accrued and unpaid interest thereon shall automatically
become due and payable without any further action by any party.



                                                                             108


          (b) Notwithstanding this Section 4.02 and Section 4.03 hereof, after
the occurrence and during the continuation of an Event of Default, no Holders of
any class of Securities other than the Senior Class may give or direct the
giving of a Default Notice or exercise or direct the exercise of any remedy in
respect of such Event of Default, and no Person other than the Controlling Party
may give a Default Notice or exercise any such remedy.

          (c) The Trustee shall provide each Rating Agency with a copy of any
Default Notice it receives pursuant to this Indenture.

          (d) Notwithstanding anything herein to the contrary, upon the delivery
of a Default Notice or if the Outstanding Principal Balance of the Securities
shall otherwise become due and payable pursuant to Section 4.02(a), if the net
assets of the Issuer available to be distributed to the Holders of the Class E
Securities under clause (xiii) of Section 3.08(c) are less than the outstanding
principal amount of the Class E Securities, then the outstanding principal
amount of the Class E Securities shall in the aggregate be deemed reduced to an
amount equal to such amount of net assets and the Holders of the Class E
Securities shall not have a claim for the difference between such amount of net
assets and the outstanding principal amount of the Class E Securities.

     Section 4.03 Other Remedies. If an Event of Default occurs and is
continuing, the Senior Trustee (at the direction of the Controlling Party if the
Senior Trustee is not the Controlling Party) may pursue any available remedy by
proceeding at law or in equity to collect the payment of principal or Redemption
Price of, or interest on, the Securities or to enforce the performance of any
provision of the Securities or this Indenture.

     The Senior Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding.

     Section 4.04 Limitation on Suits. Without limiting the provisions of
Section 4.09 hereof and the final sentence of Section 13.04(a) hereof, no Holder
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, the Security Trust Agreement or the Securities, or
for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:

          (a) the Senior Trustee is the Controlling Party;

          (b) such Holder holds Securities of the Senior Class and has
previously given written notice to the Senior Trustee of a continuing Event of
Default;

          (c) the Holders of a majority of the aggregate Outstanding Principal
Balance of the Senior Class make a written request to the Senior Trustee to
pursue a remedy hereunder;

          (d) such Holder or Holders offer to the Senior Trustee an indemnity
reasonably satisfactory to the Senior Trustee against any costs, expenses and
liabilities to be Incurred in complying with such request;

          (e) the Senior Trustee does not comply with such request within 60
days after receipt of the request and the offer of indemnity; and



                                                                             109


          (f) during such 60-day period, Holders of a majority of the
Outstanding Principal Balance of the Senior Class do not give the Senior Trustee
a revocation or direction inconsistent with such request.

          No one or more Holders may use this Indenture to affect, disturb or
prejudice the rights of another Holder or to obtain or seek to obtain any
preference or priority not otherwise created by this Indenture and the terms of
the Securities over any other Holder or to enforce any right under this
Indenture, except in the manner herein provided.

     Section 4.05 Waiver of Existing Defaults. (a) The Controlling Party or (if
the Controlling Party is the Senior Trustee) the Holders of a majority of the
Outstanding Principal Balance of the Senior Class by notice to the Senior
Trustee and the Issuer may waive any existing Default hereunder and its
consequences, except a Default: (i) in the deposit or distribution of any
payment required to be made on any Securities, (ii) in the payment of the
interest on, principal of or premium, if any, with respect to any Security or
(iii) in respect of a covenant or provision hereof which under Article IX hereof
cannot be modified or amended without the consent of the Holder of each Security
affected thereby, which (in the case of such Defaults described in clauses (i),
(ii) and (iii)) may not be waived. Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture, but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon. Each such notice of waiver shall also be given to each Rating Agency.

          (b) Any written waiver of a Default or an Event of Default given by
the Controlling Party or the Holders to the Trustee and the Issuer in accordance
with the terms of this Indenture shall be binding upon the Trustee and the other
parties hereto. Unless such writing expressly provides to the contrary, any
waiver so granted shall extend only to the specific event or occurrence which
gave rise to the Default or Event of Default so waived and not to any other
similar event or occurrence which occurs subsequent to the date of such waiver.

     Section 4.06 Restoration of Rights and Remedies. If the Trustee or any
Holder of Securities of the Senior Class has instituted any proceeding to
enforce any right or remedy under this Indenture, and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or such Holder, then in every such case the Issuer, the Trustee and
the Holders shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding has been instituted.

     Section 4.07 Remedies Cumulative. Each and every right, power and remedy
herein given to the Trustee (or the Controlling Party) specifically or otherwise
in this Indenture shall be cumulative and shall be in addition to every other
right, power and remedy herein specifically given or now or hereafter existing
at law, in equity or by statute, and each and every right, power and remedy
whether specifically herein given or otherwise existing may be exercised from
time to time and as often and in such order as may be deemed expedient by the
Trustee (or the Controlling Party), and the exercise or the beginning of the
exercise of any power or remedy shall not be construed to be a waiver of the
right to exercise at the same time or thereafter any



                                                                             110


other right, power or remedy. No delay or omission by the Trustee (or the
Controlling Party) in the exercise of any right, remedy or power or in the
pursuance of any remedy shall impair any such right, power or remedy or be
construed to be a waiver of any Default on the part of the Issuer or to be an
acquiescence therein.

     Section 4.08 Authority of Courts Not Required. The parties hereto agree
that, to the greatest extent permitted by law, the Trustee shall not be obliged
or required to seek or obtain the authority of, or any judgment or order of, the
courts of any jurisdiction in order to exercise any of its rights, powers and
remedies under this Indenture, and the parties hereby waive any such requirement
to the greatest extent permitted by law.

     Section 4.09 Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
principal or Redemption Price of, or interest on its Security on or after the
respective due dates therefor expressed in such Security, or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of such Holder.

     Section 4.10 Trustee May File Proofs of Claim. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and of any Holder allowed in any
judicial proceedings relating to any Issuer on the Securities, its creditors or
its property.

     Section 4.11 Undertaking for Costs. All parties to this Indenture agree,
and each Holder by its acceptance thereof shall be deemed to have agreed, that
in any suit for the enforcement of any right or remedy under this Indenture or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and the court in
its discretion may assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defense made by the party litigant. This Section
4.11 does not apply to a suit instituted by the Trustee, a suit instituted by
any Holder for the enforcement of the payment of principal or Redemption Price
of, or interest on its Security on or after the respective due dates expressed
in such Security, or a suit by a Holder or Holders of not less than a majority
of the Outstanding Principal Balance of any class or subclass of the Securities.

     Section 4.12 Control by Holders. Subject always to the provisions of this
Article IV, the Controlling Party shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee for such
class under this Indenture and other Related Documents; provided that, for such
class (a) such direction shall not be in conflict with any rule of law or with
this Indenture and would not involve the Trustee in personal liability or
expense; and (b) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.



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                                    ARTICLE V

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

     Section 5.01 Representations and Warranties. The Issuer represents and
warrants to the Trustee as follows:

          (a) Due Organization. The Issuer is an Irish public limited liability
company, and each ACS Ireland Subsidiary is a special purpose entity duly formed
in its respective jurisdiction of formation, in each case with full power and
authority to conduct its business; and none of the Issuer or any ACS Ireland
Subsidiary is in liquidation, Irish law examinership, bankruptcy or suspension
of payments.

          (b) Special Purpose Status. The Issuer has not engaged in any
activities since its organization (other than those incidental to its
incorporation and other appropriate steps and arrangements for the payment of
fees to, and director's and officer's insurance for, the Directors, the
authorization and issuance of the Initial Securities, the execution of the
Related Documents to which it is a party and the activities referred to in or
contemplated by such agreements), and the Issuer has not paid any dividends or
other distributions since its organization.

          (c) Non-Contravention. The purchase of the Initial Aircraft and
interests in the Initial Leases pursuant to the Purchase Agreement, the creation
of the Initial Securities, the issuance, execution and delivery by the Issuer
of, and the compliance by the Issuer with the terms of the Initial Securities,
and the execution and delivery by each ACS Ireland Group Member of, and
compliance by it with the terms of each of the Related Documents to which it is
a party:

          (i) do not and will not at the Initial Closing Date or any Payment
Date conflict with, or result in a breach of any of the terms or provisions of,
or constitute a default under, the constitutional documents of the Issuer or the
constituent documents of any ACS Ireland Subsidiary or with any existing law,
rule or regulation applying to or affecting the Issuer or any ACS Ireland
Subsidiary or any judgment, order or decree of any government, governmental body
or court having jurisdiction over the Issuer or any ACS Ireland Subsidiary; and

          (ii) do not and will not at the Initial Closing Date or any Payment
Date constitute a default under, any deed, indenture, agreement or other
instrument or obligation to which the Issuer or any ACS Ireland Subsidiary is a
party or by which any of them or any part of their undertaking, assets, property
or revenues are bound.

          (d) Due Authorization. The purchase of the Initial Aircraft and
interests in the Initial Leases, the creation, execution and issuance of the
Initial Securities, the execution and issue or delivery by the Issuer and each
ACS Ireland Subsidiary of the Related Documents executed by it and the
performance by each of them of their obligations hereunder and thereunder and
the arrangements contemplated hereby and thereby to be performed by each of them
have been duly authorized by each of them.

          (e) Validity and Enforceability. This Indenture constitutes, and the
Related Documents to which it is a party, when executed and delivered and, in
the case of the Initial



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Securities, when issued and authenticated, will constitute valid, legally
binding and (subject to general equitable principles, insolvency, liquidation,
examination, reorganization and other laws of general application relating to
creditors' rights or claims or the concepts of materiality, reasonableness, good
faith and fair dealing) enforceable obligations of the Issuer and each ACS
Ireland Subsidiary executing the same.

          (f) No Defaults. There exists no Default, Event of Default nor any
event which, had the Initial Securities already been issued, would constitute a
Default or an Event of Default.

          (g) No Encumbrances. Subject to the Security Interests created in
favor of the Security Trustee and except for Permitted Encumbrances, there
exists no Encumbrance over the assets or undertaking of the Issuer or any ACS
Ireland Subsidiary which ranks prior to or pari passu with the obligation to
make payments on the Initial Securities.

          (h) No Consents. All consents, approvals, authorizations or other
orders of all regulatory authorities required (excluding any required by the
other parties to the Related Documents) for or in connection with the execution
and performance of the Related Documents by the Issuer and each ACS Ireland
Subsidiary and the issue and performance of the Initial Securities and the
offering of the Initial Securities by the Issuer has been obtained and are in
full force and effect and not contingent upon fulfillment of any condition.

          (i) No Litigation. There is no action, suit, investigation or
proceeding pending against, or to the knowledge of the Issuer, threatened
against or affecting, the Issuer or any ACS Ireland Subsidiary before any court
or arbitrator or any governmental body, agency or official which in any manner
challenges or seeks to prevent, enjoin, alter or materially delay the
transactions contemplated by this Indenture (including the Exhibits and
Schedules attached hereto) and the Related Documents or which could reasonably
be expected to have a material adverse effect on the ability of the Issuer or
any other ACS Ireland Group Member to perform its obligations under the Related
Documents.

          (j) Employees, Subsidiaries. The Issuer and each ACS Ireland
Subsidiary have no employees. Set forth in Schedule 2 hereto is a true and
complete list, as of the date hereof, of all ACS Ireland Subsidiaries, together
with their jurisdictions of organization.

          (k) Ownership. The Issuer or an ACS Ireland Subsidiary is the legal
and beneficial owner of the Pledged Shares, the Pledged Debt, the Pledged
Beneficial Interest and the Non-Trustee Accounts pledged by the Issuer or any
such ACS Ireland Subsidiary pursuant to the Security Documents, free from all
Encumbrances and claims whatsoever other than Permitted Encumbrances.

          (l) No Filings. Under the laws of Ireland, the State of New York and
the Federal laws of the United States of America in force at the date hereof, it
is not necessary or desirable that this Indenture or any Related Document to
which an ACS Ireland Subsidiary is a party (other than any filings with respect
to the Security Interests) be filed, recorded or enrolled with any court or
other authority in any such jurisdictions or that any stamp, registration or
similar tax be paid on or in relation to this Indenture or any of the other
Related Documents, other than the payment of Irish stamp duty in respect of the
Security Trust Agreement.



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          (m) Aircraft Assets. Schedule 1 contains a true and complete list of
all Aircraft constituting the Initial Aircraft as of the Initial Closing Date
and each Person within the ACS Group that will own such Initial Aircraft as of
the applicable Delivery Date. Except as otherwise set forth therein, once each
Initial Aircraft listed in Schedule 1 has been delivered under the ACS Group
Purchase Agreement, each Person within the ACS Group listed as an owner of an
Aircraft on such Schedule will have such title to such Aircraft as was conveyed
to such Person, free and clear of all Liens created by or through such Person.

          (n) Aircraft Assets Related Documents. Each Aircraft Assets Related
Document is a legal, valid and binding agreement of the Person within the ACS
Group that is a party thereto (including by way of assignment or novation) and
is enforceable against such Person within the ACS Group that is a party thereto
in accordance with its terms except where enforceability may be limited by
general equitable principles, insolvency, liquidation, reorganization and other
laws of general application relating to creditors' rights or claims or the
concepts of materiality, reasonableness, good faith and fair dealing. No Person
within the ACS Group has modified, amended or waived any provision of or
terminated any Aircraft Assets Related Documents referred to in Schedule 5.01(b)
of the Remarketing Services Agreements except as disclosed therein.

          (o) Other Representations. The representations and warranties made by
the Issuer, the Guarantor, and each ACS Ireland Subsidiary in any of the other
Related Documents are true and accurate.

          (p) Insurance. Each Lessee under an Initial Lease carries War Risk
Coverage in an amount at least equal to the Current War Risk Coverage Amount set
forth in Schedule 6 hereto with respect to such Lessee.

     Section 5.02 General Covenants. The Issuer covenants with the Trustee as
follows:

          (a) No Release of Obligations. The Issuer shall not take, or knowingly
permit any ACS Ireland Subsidiary to take, any action which would amend,
terminate (other than any termination in connection with the replacement of such
agreement with an agreement on terms substantially no less favorable to the ACS
Ireland Group than the agreement being terminated) or discharge or prejudice the
validity or effectiveness of this Indenture (other than as permitted herein),
the Security Trust Agreement, the Purchase Agreement, the Cash Management
Agreement, any organizational document of the Issuer or any ACS Ireland
Subsidiary (unless such ACS Ireland Subsidiary no longer holds any direct or
indirect interest in an Aircraft or a Lease), the Policy (other than as
expressly permitted hereunder), the Initial Credit Facility (other than as
expressly permitted hereunder), the Irish Remarketing Services Agreement, the
Back-Up Remarketing Services Agreement, the Administrative Agency Agreement or
the Hedge Overview Services Agreement or any other Related Document to which the
Issuer or any ACS Ireland Subsidiary (unless such ACS Ireland Subsidiary no
longer holds any interest in an Aircraft or a Lease) is a party or permit any
other party (other than an ACS Group Member) to any such document to be released
from such obligations, except, in each case, as permitted or contemplated by the
terms of such document and except that in no event shall the Policy be so
terminated (other than as expressly permitted hereunder), and provided that such
actions may be taken or permitted and such releases may be permitted (other than
with respect to the termination



                                                                             114


of the Policy) if the Issuer shall have first obtained a Board Resolution
determining that such action, permitted action or release does not materially
adversely affect the interests of the Holders of the Securities, the Policy
Provider or the Initial Credit Facility Provider and having given notice thereof
to the Rating Agencies and the prior written consent of the Policy Provider and
the Initial Credit Facility Provider has been obtained; and provided further
that, in any case (i) the Issuer shall not take any action which would result in
any amendment or modification to the conflicts standard or duty of care in such
agreements, (ii) except in the circumstances expressly contemplated in this
Indenture, the Issuer may not amend the Policy without the unanimous consent of
the Holders of the Covered Class A Securities and without obtaining a Rating
Agency Confirmation and (iii) there must be at all times an administrative agent
with respect to the ACS Group Services (as defined in the Administrative Agency
Agreement) and a remarketing servicer with respect to all ACS Group Aircraft.

          (b) Limitation on Encumbrances. The Issuer shall not, and shall not
permit any ACS Ireland Subsidiary to, create, Incur, assume or suffer to exist
any mortgage, pledge, lien, encumbrance, charge or security interest (in each
case, an "Encumbrance"), including, without limitation, any conditional sale,
any sale with recourse against any ACS Ireland Subsidiary or any Affiliate of
any ACS Ireland Subsidiary, or any agreement to give any security interest over
or with respect to any of the Issuer's or any ACS Ireland Subsidiary's assets
(other than the segregation of the Segregated Funds) including, without
limitation, all shares of capital stock, all beneficial interests in trusts, all
ordinary shares and preferred shares and any options, warrants and other rights
to acquire such shares or beneficial interests ("Ownership Interest") and any
Indebtedness of any ACS Ireland Subsidiary held by the Issuer or any ACS Ireland
Subsidiary.

          Notwithstanding the foregoing, the Issuer may create, Incur, assume or
suffer to exist (i) any Permitted Encumbrance, (ii) any security interest
created or required to be created under the Security Documents, (iii)
Encumbrances over rights in or derived from Leases, upon prior written consent
of the Policy Provider and receipt of a Rating Agency Confirmation (provided
that any transaction or series of transactions resulting in such Encumbrance,
taken as a whole, does not materially adversely affect the amount of Collections
that would have been received by the Issuer and any other ACS Ireland Group
Member from such Lease had such Encumbrance not been created), (iv) any other
Encumbrance the validity or applicability of which is being contested in good
faith in appropriate proceedings by the Issuer or any ACS Ireland Subsidiary,
(v) any Encumbrance in connection with any transfer of title to or Lease of
Aircraft (A) to or in favor of a trust or an entity (which, in either case, is
not an ACS Group Member) for the purpose of registering the Aircraft under the
laws of an applicable jurisdiction so long as, however, the Issuer or any ACS
Ireland Subsidiary retains the beneficial or economic ownership of the Aircraft
or (B) from such trust or entity to the Issuer or an ACS Ireland Subsidiary
(subject in the case of this subclause (v) to the limitations set forth in
subclause (vi) of Section 5.02(g) below), and (vi) any lien created in favor of
the issuer of a surety bond, letter of credit or similar instrument to be
obtained by the Issuer or any ACS Ireland Subsidiary in connection with the
repossession of an Aircraft or other enforcement action under a Lease.

          For purposes of this Indenture, "Affiliate" means, with respect to any
Person, any other Person that, directly or indirectly, Controls, is Controlled
by or is under common control with, such Person or is a director or officer of
such Person; "Control" of a Person means the possession, direct or indirect, of
the power to direct or cause the direction of the management and



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policies of such Person, whether through the ownership of voting Ownership
Interest, by contract or otherwise. For the avoidance of doubt, each ACS Group
Member shall be an "Affiliate" of each other ACS Group Member. For the purposes
of this Indenture, "Permitted Encumbrance" means (i) any lien for Taxes not yet
due and payable or which are being contested in good faith by appropriate
proceedings; (ii) in respect of any Aircraft, any lien of a repairer, carrier or
hangar keeper arising in the ordinary course of business by operation of law or
any engine or parts-pooling arrangements or other similar lien; (iii) any
permitted lien or encumbrances on any Aircraft, Engines or Parts as defined
under any Lease thereof (other than liens or encumbrances created by the
relevant lessor); (iv) any lien created by or through or arising from debt or
liabilities or any act or omission of any Lessee in each case either in
contravention of the relevant Lease (whether or not such Lease has been
terminated) or without the consent of the relevant lessor (provided that if such
lessor becomes aware of any such lien, it shall use commercially reasonable
efforts to have any such lien lifted); (v) any head lease, lease, conditional
sale agreement or Purchase Option under the Initial Lease of any Initial
Aircraft existing on the date of acquisition of such Aircraft or otherwise
existing on the relevant Closing Date or Aircraft Agreement meeting the
requirements of clause (iii) or (v) of the second paragraph of Section 5.02(g)
hereof; (vi) any lien for air navigation authority, airport tending, gate or
handling (or similar) charges or levies; (vii) any lien created in favor of the
Issuer, any ACS Ireland Subsidiary or the Security Trustee; (viii) any
Encumbrance arising under an Eligible Credit Facility or a Conversion Agreement;
and (ix) any other lien not referred to in clauses (i) through (viii) of this
paragraph which would not adversely affect the owner's rights provided that the
amount secured by liens under this clause (ix) does not exceed, individually,
$250,000 per Aircraft or, in the aggregate, 0.25% of the Initial Appraised Value
of the ACS Group Portfolio.

          (c) Limitation on Restricted Payments. The Issuer shall not, and shall
not permit any ACS Ireland Subsidiary to (i) purchase, redeem, retire or
otherwise acquire for value any shares of Ownership Interest in the Issuer, the
Guarantor, any ACS Ireland Subsidiary or ACS Bermuda Subsidiary held by or on
behalf of Persons other than the Issuer or any ACS Ireland Subsidiary or other
ACS Group Member other than as provided in Sections 2.12 and 5.02(l)(ii)(B)
hereof; (ii) make any payment of principal, interest or premium, if any, on the
Securities or make any voluntary or optional repurchase, defeasance or other
acquisition or retirement for value of Indebtedness of the Issuer or such ACS
Ireland Subsidiary that is not owed to the Issuer, the Guarantor, such ACS
Ireland Subsidiary or such ACS Bermuda Subsidiary or other ACS Group Member
other than in accordance with Articles II, III and XII hereof, the Policy
Provider Documents and otherwise provided for in the Related Documents; provided
that the Issuer or any of its Affiliates may repurchase, defease or otherwise
acquire or retire any of the Securities other than from the Available
Collections so long as any new notes of the Issuer issued in connection with
such transaction rank pari passu with the Securities being repurchased,
defeased, acquired or retired and the Board shall determine that such action
does not materially adversely affect the Holders and shall have obtained prior
written consent of the Policy Provider and a Rating Agency Confirmation with
respect thereto or (iii) make any Investments (other than Permitted Account
Investments, Allowed Restructurings, Investments permitted under Section 5.02(e)
hereof and Investments in any ACS Ireland Group Member and any other ACS Group
Member pursuant to the Purchase Agreement or a Permitted Additional Aircraft
Acquisition; provided that written notification of the organization or
acquisition of each



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such ACS Ireland Group Member shall have been given to the Policy Provider and
the Initial Credit Facility Provider).

          The term "Investment" for purposes of the above restriction means any
loan or advance to a Person, any purchase or other acquisition of any beneficial
interest, capital stock, warrants, rights, options, obligations or other
securities of such Person, any contribution to such Person or any other
Investment in such Person. For the avoidance of doubt, "Investment" shall not
include any obligation of a purchaser of an Aircraft to make deferred or
installment payments pursuant to any Aircraft Agreement specified in (iii) or
(v) of the second paragraph of Section 5.02(g) hereof so long as the ACS Ireland
Group retains a security interest in the relevant Aircraft until all such
obligations are discharged and shall not include any payment owing to a Lessee.

          (d) Limitation on Restrictions on Dividends and Other Payments. The
Issuer shall not, and shall not permit any ACS Ireland Subsidiary to, create or
otherwise suffer to exist any consensual encumbrance or restriction of any kind
on the ability of any ACS Ireland Subsidiary to (i) declare or pay dividends or
make any other distributions permitted by Applicable Law, or purchase, redeem or
otherwise acquire for value, the Ownership Interest of the Issuer or such ACS
Ireland Subsidiary, as the case may be; (ii) pay any Indebtedness owed to the
Issuer or such ACS Ireland Subsidiary; (iii) make loans or advances to the
Issuer or such ACS Ireland Subsidiary; or (iv) transfer any of its property or
assets to the Issuer or any other ACS Ireland Subsidiary.

          The foregoing provisions shall not restrict any consensual
encumbrances or other restrictions: (i) existing on the Initial Closing Date or,
in the case of any Aircraft, the Acquisition Date of such Aircraft, under any
Related Document, and any amendments, extensions, refinancings, renewals or
replacements of such documents; provided that such consensual encumbrances and
restrictions in any such amendments, extensions, refinancings, renewals or
replacements are no less favorable in any material respect to the Holders than
those previously in effect and being amended, extended, refinanced, renewed or
replaced; or (ii) in the case of clause (iv) of the preceding paragraph, that
restrict in a customary manner the subletting, assignment or transfer of any
property or asset that is a lease, license, conveyance or contract or similar
property or asset.

          (e) Limitation on Engaging in Business Activities. The Issuer shall
not, and shall not permit any ACS Ireland Subsidiary to, engage in any business
or activity other than:

          (i) purchasing or otherwise acquiring (subject to Section 5.02(h)
     hereof), owning, holding, converting, maintaining, modifying (subject to
     Section 5.02(i) hereof), managing, operating, leasing, re-leasing and,
     subject to the limitations set forth in Section 5.02(g) hereof, selling or
     otherwise disposing of the Aircraft and entering into all contracts and
     engaging in all related activities incidental thereto, including from time
     to time accepting, exchanging, holding or permitting any ACS Ireland
     Subsidiary to accept, exchange, sell or hold promissory notes, contingent
     payment obligations or equity interests, of Lessees or their Affiliates
     issued in connection with the bankruptcy, reorganization or other similar
     process, or in settlement of delinquent obligations or



                                                                             117


     obligations anticipated to be delinquent, of such Lessees or their
     respective Affiliates in the ordinary course of business (an "Allowed
     Restructuring");

          (ii) providing loans to, guaranteeing or otherwise supporting the
     obligations and liabilities of any ACS Ireland Group Member or any ACS
     Bermuda Group Member, in each case whether or not the Issuer or any ACS
     Ireland Subsidiary derives a benefit therefrom so long as such loans,
     guarantees or other supports are provided in connection with the purposes
     set forth in clause (i) of this Section 5.02(e); provided that written
     notification shall have been given to each Rating Agency, the Policy
     Provider and the Initial Credit Facility Provider of such loan, guarantee
     or other support; provided that, no such notice shall be required for any
     guarantee provided by an ACS Ireland Group Member with respect to any
     obligations of another ACS Ireland Group Member or an ACS Bermuda Group
     Member;

          (iii) financing or refinancing the business activities described in
     clause (i) of this Section 5.02(e) through the offer, sale and issuance of
     any securities of the Issuer upon such terms and conditions as the Board
     sees fit, for cash or in payment or in partial payment for any property
     purchased or otherwise acquired by any ACS Ireland Group Member;

          (iv) engaging in currency and interest rate exchange transactions for
     the purposes of avoiding, reducing, minimizing, hedging against or
     otherwise managing the risk of any loss, cost, expense or liability
     arising, or which may arise, directly or indirectly, from any change or
     changes in any interest rate or currency exchange rate or in the price or
     value of any of the Issuer's or any ACS Ireland Subsidiary's property or
     assets, within limits and with providers specified by the Board Resolution
     providing therefor from time to time and submitted to the Rating Agencies,
     the Policy Provider and the Initial Credit Facility Provider, including
     dealings, whether involving purchases, sales or otherwise, in foreign
     currency, spot and forward interest rate exchange contracts, forward
     interest rate agreements, caps, floors and collars, futures, options,
     hedges and any other currency, interest rate and other similar hedging
     arrangements and such other instruments as are similar to, or derivatives
     of, any of the foregoing; provided, however, that the Issuer shall not, and
     shall not permit any ACS Ireland Subsidiary to, enter into any such hedging
     arrangements or other instruments that (x) are not entered into solely for
     hedging interest rate or currency risks associated with the Securities
     and/or the Leases or (y) are not U.S. dollar-denominated interest rate
     hedges, hedges, currency hedges, Swaptions, caps or floors (except in
     instances where the hedging instrument is entered into substantially to
     hedge risks associated with non-U.S. dollar-denominated Aircraft Lease)
     without the prior written consent of the Policy Provider; provided further
     that the Issuer shall not, and shall not permit any ACS Ireland Subsidiary
     to (unless with respect to any action permitted under Section 5.02(g) and
     Section 5.02(j) with respect to disposition or transfer to another ACS
     Group Member), (A) terminate or transfer such hedging arrangements without
     the prior written consent of the Policy Provider and (B) enter into any
     Hedge Agreement after the Initial Closing Date without the prior written
     consent of the Policy Provider unless such Hedge Agreement contains the
     Material Hedge Agreement Terms that are no less favorable to the Issuer,
     any applicable ACS



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     Ireland Subsidiary and the Policy Provider than those contained in the
     Initial Hedge Agreements;

          (v) (A) establishing, promoting and aiding in promoting, constituting,
     forming or organizing companies, trusts, syndicates, partnerships or other
     entities of all kinds in any part of the world for the purposes set forth
     in clause (i) above; provided that written notification shall have been
     given to the Policy Provider and the Initial Credit Facility Provider that
     such company, trust, syndicate, partnership or other entity is set up in
     compliance with this Indenture; (B) acquiring, holding and disposing of
     shares, securities and other interests in any such trust, company,
     syndicate, partnership or other entity and (C) disposing of shares,
     securities and other interests in, or causing the dissolution of, any
     existing subsidiary; provided that any such disposition which results in
     the disposition of an Aircraft meets the requirements set forth in Section
     5.02(g) hereof;

          (vi) taking out, acquiring, surrendering and assigning policies of
     insurance and assurances with any insurance company or companies which the
     Issuer or any ACS Ireland Subsidiary may think fit and to pay the premiums
     thereon; and

          (vii) engaging in the transactions contemplated by the Policy Provider
Documents and the Initial Credit Facility.

          (f) Limitation on Indebtedness. The Issuer shall not, and shall not
permit any ACS Ireland Subsidiary to, incur, create, issue, assume, guarantee or
otherwise become liable for or with respect to, or become responsible for, the
payment of, contingently or otherwise, whether present or future (in any such
case, to "Incur"), Indebtedness.

          Notwithstanding the foregoing, the Issuer and any ACS Ireland
Subsidiary may Incur each and all of the following:

          (i) Indebtedness in respect of any Initial Securities issued on the
Initial Closing Date or the guarantee of the Issuer in respect of the Guarantor
Initial Securities issued on the Initial Closing Date;

          (ii) Indebtedness in respect of any Refinancing Securities or other
Indebtedness described in the proviso to Section 5.02(c)(ii) hereof; provided
that (A) the Certificates related to such Refinancing Securities or other
Indebtedness receive ratings from the Rating Agencies at the close of such
Refinancing or repurchase equal to or higher than those of the Certificates
related to the subclass being refinanced or repurchased (determined at the date
of Incurrence), (B) taking into account such Refinancing or repurchase, a Rating
Agency Confirmation is obtained prior to such Refinancing or repurchase with
respect to the Certificates related to each subclass of Securities Outstanding
at such time, (C) the Issuer receives the prior written consent of each of the
Policy Provider and the Initial Credit Facility Provider and (D) the net
proceeds of any such Refinancing or other Indebtedness shall be applied only (x)
to repay the Redemption Price of the subclass of Securities being so refinanced
or repurchased plus the Refinancing Expenses relating thereto and pay any Policy
Premium and Policy Redemption Premium (if any) due and unpaid to the Policy
Provider, (y) to fund any Cash Collateral Account established for the related
Refinancing Securities (up to the Required Amount therefor) and (z) for deposit
into



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any Cash Collateral Account (including in connection with an increase in any
Required Amount effected under this Indenture in connection with the issuance of
such Refinancing Securities);

          (iii) Indebtedness in respect of guarantees by any ACS Ireland Group
Member that are in the ordinary course of the aircraft operating leasing
business and within the reasonable commercial practice of a leading aircraft
operating lessor;

          (iv) Indebtedness in respect of any Additional Securities the net
proceeds of which are applied (A) in the case of any Additional Securities
related to any Contribution Amounts only, for deposit into the Collections
Account, (B) to finance a Permitted Additional Aircraft Acquisition, (C) to fund
any Cash Collateral Account established for such Additional Securities (up to
the Required Amount therefor), (D) for deposit into any Cash Collateral Account
(including in connection with an increase in any Required Amount effected under
this Indenture in connection with the issuance of such Additional Securities)
and (E) to fund expenses related thereto; provided that (except in the case of
any Additional Securities that are Class E Securities) (w) a Rating Agency
Confirmation is obtained prior to the Incurrence of such Indebtedness of
Certificates related to Securities Outstanding at such time, (x) the Issuer
receives the prior written consent of each of the Policy Provider (unless a
Policy Non-Consent Event has occurred) and the Initial Credit Facility Provider
(unless a Initial Credit Facility Non-Consent Event has occurred), (y) the net
proceeds of such Indebtedness shall be applied only for the purposes specified
above in this clause (iv) and (z) such Additional Securities will be
cross-collateralized with all Secured Obligations by the Collateral under the
Security Trust Agreement;

          (v) obligations to each Seller under each Acquisition Agreement and
any related lease assignment and assumption agreements and obligations to
Lessees and others under the documents related thereto, including any
Indebtedness owed to any Lessee under any such agreement or the Lease with
respect to maintenance contributions, redelivery condition adjustment payments
or any other obligation to a Lessee incurred in the ordinary course of the
aircraft operating leasing business and within the reasonable commercial
practice of a leading aircraft operating lessor of the Issuer or any ACS Ireland
Subsidiary;

          (vi) Indebtedness under any agreements between the Issuer or any ACS
Ireland Subsidiary and any other ACS Ireland Group Member or other ACS Group
Member (each, an "Intercompany Loan"); provided that such Indebtedness shall be
evidenced in writing, which may be in electronic form, and, written notification
shall have been given to each Rating Agency, the Policy Provider and the Initial
Credit Facility Provider of the Incurrence of such Indebtedness on behalf of the
Issuer;

          (vii) Indebtedness of the Issuer under any Eligible Credit Facility,
provided that a Rating Agency Confirmation and the prior written consent of the
Policy Provider and the Initial Credit Facility Provider is obtained prior to
entering into an Eligible Credit Facility not in existence on the Initial
Closing Date;

          (viii) Indebtedness required in connection with repossession of an
Aircraft or any Engine;



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          (ix) Indebtedness in favor of the issuer of a surety, letter of credit
or similar instrument to be obtained by Issuer or any ACS Ireland Subsidiary in
connection with the repossession or detention of an Aircraft or other
enforcement action under a Lease; and

          (x) Indebtedness of the Issuer under the Policy Provider Documents.

          For the purposes of this Indenture, "guarantee" means any obligation,
contingent or otherwise, of any Person directly or indirectly guaranteeing any
Indebtedness or other obligation of any other Person and, without limiting the
generality of the foregoing, any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or other obligation of such other
Person or (ii) entered into for purposes of assuring in any other manner the
obligee of such Indebtedness or other obligation of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
provided that the term "guarantee" shall not include endorsements for collection
or deposit in the ordinary course of business. The term "guarantee" when used as
a verb has a corresponding meaning.

          (g) Limitation on Aircraft Dispositions. The Issuer shall not, and
shall not permit any ACS Ireland Subsidiary to, sell, transfer or otherwise
dispose of any Aircraft or any interest therein other than as provided in the
Irish Remarketing Services Agreement.

          In addition, and notwithstanding any provision of the Irish
Remarketing Services Agreement, the Issuer and any ACS Ireland Subsidiary shall
only be permitted to sell, transfer or otherwise dispose of, directly or
indirectly, (a) any Engine or Part purchased on the date such Aircraft is
acquired, (b) any Engine or Part in connection with the replacement of such
Engine or Part in accordance with a Lease or (c) one or more Aircraft or an
interest therein (i) pursuant to a Purchase Option or other agreements of a
similar character existing with respect to the Initial Aircraft on the Initial
Closing Date or, with respect to any Substitute Aircraft or Additional Aircraft,
on the Closing Date therefor, (ii) within or among the Issuer and the ACS
Ireland Subsidiaries and other ACS Group Members without limitation, and among
the Issuer and/or any other ACS Ireland Group Member and any other ACS Group
Member provided that no such sale, transferor or other disposition shall be made
if such sale, transfer or disposition would materially adversely affect the
Holders or the Policy Provider as confirmed by a certification of the Issuer;
provided further that written notification shall have been given to each Rating
Agency and the Policy Provider of such sale, transfer or disposition, (iii)
pursuant to any Aircraft Agreement (including a Purchase Option); provided that
such sale does not result in a Concentration Default and the net present value
of the cash Net Sale Proceeds is not less than 107% of the Note Target Price;
provided further that the number of Aircraft sold pursuant to this clause (iii)
shall not exceed four for all of the ACS Group Members without the prior written
consent of the Policy Provider, (iv) pursuant to receipt of insurance proceeds
in connection with an event of loss, (v) pursuant to an Aircraft Agreement the
net present value of the cash Net Sale Proceeds is less than 107% of the Note
Target Price, provided that (with respect to this clause (v)), (x) in any one
calendar year such sales do not exceed 10% of the Assumed Portfolio Value as of
the first day of such calendar year of the ACS Group Portfolio as a whole for
such calendar year, (y) the prior written consent of the Policy Provider is
obtained and (z) such sale, transfer or disposition would not materially
adversely affect the Holders or Policy Provider as confirmed by a certificate of
the Issuer, or (vi) in connection with a transfer of title or another



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interest in an Aircraft (A) to or in favor of a trust or another entity which,
in either case, is not an ACS Group Member for the purposes of registering the
Aircraft under the laws of an applicable jurisdiction where the Issuer or an ACS
Ireland Subsidiary retains the beneficial or economic ownership of the Aircraft
or (B) from such trust or entity to the Issuer or an ACS Ireland Subsidiary,
except that without the consent of the Policy Provider at any time not more than
two Aircraft may be subject to the arrangements described in this subclause (vi)
and subclause (v) of the second paragraph of Section 5.02(b) hereof.

          For the purpose of this Section 5.02(g), the net present value of the
cash Net Sale Proceeds of any sale, transfer or other disposition of any
Aircraft means the present value of all payments received or to be received by
the Issuer or any ACS Ireland Subsidiary from the date of execution or option
granting date, as the case may be, of the relevant Aircraft Agreement through
and including the date of transfer of title to such Aircraft, discounted back to
the date of execution or option granting date, as the case may be, of such
Aircraft Agreement at the weighted average cost of funds of the Issuer (based on
the cost of funds represented by the Securities (excluding any payments on the
Class E Securities) and taking into account any Hedge Agreements).

          (h) Limitation on Aircraft Acquisitions. The Issuer shall not, and
shall not permit any ACS Ireland Subsidiary to, purchase or otherwise acquire
any Aircraft other than the Initial Aircraft or any interest therein.

          Notwithstanding the foregoing, the Issuer may, and may permit any ACS
Ireland Subsidiary to, (A) purchase or otherwise acquire, directly or
indirectly, Additional Aircraft from time to time (a "Permitted Additional
Aircraft Acquisition"); provided that (i) no Event of Default shall have
occurred and be continuing, (ii) the acquisition does not result in a
Concentration Default, (iii) with respect to Additional Aircraft acquired by
means of issuance of Additional Securities (other than solely through the
issuance of Class E Securities), Rating Agency Confirmation has been received
and the prior written consent of each of the Policy Provider and the Initial
Credit Facility Provider has been obtained, (B) purchase or otherwise acquire,
directly or indirectly, (x) Remaining Aircraft pursuant to the Purchase
Agreement or (y) Substitute Aircraft, provided that, with respect to Substitute
Aircraft, each of a Rating Agency Confirmation and the prior written consent of
the Policy Provider has been received and (C) so long as such acquisition does
not result in a Default or a Concentration Default, acquire, as a contribution
from a Holder of a Class E Security or a Shareholder an Additional Aircraft,
provided that, the representations and warranties with respect to Aircraft set
forth in Section 5.01 hereto shall be made on the date of such acquisition; and
provided further that any such Additional Aircraft holds or is capable of
holding a noise reduction certificate issued under Chapter 3 of Volume I, Part
II of annex 16 of the Chicago Convention or comply with the Stage 3 noise levels
set out in Section 36.3 of Appendix C of Part 36 of the United States Federal
Aviation Regulations (in each case without the use of noise reduction kits).

          (i) Limitation on Modification Payments and Capital Expenditures.
Except for provisions for capital expenditures existing in Initial Leases on the
related Closing Date under the terms hereof, the Issuer shall not, and shall not
permit any ACS Ireland Subsidiary to, make any capital expenditures for the
purpose of effecting any optional improvement or modification of any Aircraft,
including without limitation the optional conversion (an "Aircraft Conversion")



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of any Aircraft from a passenger aircraft to a freighter or mixed-use aircraft,
or for the purpose of purchasing or otherwise acquiring any Engines or Parts
outside of the ordinary course of business, excluding any capital expenditure
made in the ordinary course of business in connection with a new lease of such
Aircraft (each such non-excluded expenditure, a "Modification Payment", and each
Modification Payment in respect of an Aircraft Conversion, a "Conversion
Payment").

          Notwithstanding the foregoing, the Issuer may, and may permit any ACS
Ireland Subsidiary to: (x) make Conversion Payments from any amounts on deposit
in the Aircraft Conversion Account as a result of one or more Conversion
Elections; provided that (i) the full amount of the cost of such Aircraft
Conversion is on deposit in the Aircraft Conversion Account prior to any
Conversion Payments for such Aircraft Conversion being made (other than any
deposit or similar amount); (ii)(a) the Issuer has provided an information
memorandum containing information and analysis with respect to the related
Aircraft Conversion to the Policy Provider and the Rating Agencies, together
with a certification by the Issuer that such Aircraft Conversion will not
materially adversely affect the Holders or the Policy Provider, (b) the Issuer
has provided written notification to the Initial Credit Facility Provider at
least five Business Days prior to making a Conversion Election, and (c) with
respect to any widebody aircraft, the prior written consent of the Policy
Provider and a Rating Agency Confirmation has been obtained; provided that, if
the estimated total cost of the conversion (as determined by a quote from the
maintenance facility where such Aircraft Conversion is to take place) exceeds
$4,000,000, the prior written consent of the Policy Provider to such Aircraft
Conversion has been received; (iii) the Aircraft Conversion will not result in a
Concentration Default; (iv) not more than three Aircraft Conversions with
respect to any narrowbody aircraft for all of the ACS Group Members may be made
without obtaining a Rating Agency Confirmation and the prior written consent of
the Policy Provider; (v) after the fifth anniversary of the Initial Closing
Date, or in the event a DSCR Failure has occurred, no Aircraft Conversions may
be made (which begin after the fifth anniversary of the Initial Closing Date or
the occurrence of a DSCR Failure) without obtaining a Rating Agency Confirmation
and the prior written consent of the Policy Provider;(vi) a scheduled conversion
slot has been obtained by the relevant ACS Ireland Group Member and (vii) an
executed letter of intent has been entered into with a lessee with respect to
such Aircraft; (y) make Modification Payments if the prior written consent of
the Policy Provider and (after May 31, 2016 only) the Initial Credit Facility
Provider has been obtained (other than with respect to any Conversion Payments);
provided that (i) each Modification Payment (other than Conversion Payments),
together with all other Modification Payments (other than Conversion Payments)
made after the Initial Closing Date pursuant to this Section 5.02(i) with
respect to any single Aircraft, do not exceed the aggregate amount of funds that
would be necessary to perform one incidence of heavy maintenance (as described
in the Irish Remarketing Services Agreement) on such Aircraft, including the
airframe and the related Engines thereof; and (ii) (A) such Modification Payment
is included in the annual operating budget of the ACS Ireland Group, (B) the
amount of funds necessary to make such Modification Payment shall have been
accrued in advance as a Permitted Accrual in the Expense Account through
transfers into the Expense Account pursuant to Section 3.08(a) hereof or
otherwise allowed to be paid under Section 5.02(f) hereof or (C) the amount of
funds to make such Modification Payment is in the Aircraft Conversion Account;
and (z) make any Conversion Payment from the proceeds of Additional Securities
issued in accordance with Section 2.12 hereof in which case the limitations in
clause (x) do not apply.



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          (j) Limitation on Amalgamation, Consolidation, Merger and Transfer of
Assets. The Issuer shall not, and shall not permit any ACS Ireland Subsidiary
to, amalgamate, consolidate or merge with or into, or sell, convey, transfer,
lease or otherwise dispose of its property and assets (as an entirety or
substantially an entirety in one transaction or in a series of related
transactions) to, any other Person, or permit any other Person to amalgamate,
consolidate or merge with or into the Issuer or any ACS Ireland Subsidiary,
unless (i) the resulting entity is a special purpose entity, the constitutional
documents of which is substantially similar to those of the Issuer or the
equivalent constitutional documents of such ACS Ireland Subsidiary, as the case
may be, and, after such amalgamation, consolidation, merger, sale, conveyance,
transfer, lease or other disposition, payments from such resulting entity to the
Holders do not give rise to any withholding tax payments less favorable to the
Holders than the amount of any withholding tax payments which would have been
required had such event not occurred, (ii) in the case of any amalgamation,
consolidation, merger or transfer by the Issuer, the shares of the Issuer shall
remain outstanding or new Ownership Interests shall be issued in exchange
therefor having substantially the same terms and conditions as the exchanged
shares of the Issuer and the surviving successor or transferee entity shall
expressly assume all of the obligations of the Issuer under this Indenture, the
Securities and each other Related Document to which the Issuer is then a party,
and in the case of any amalgamation, consolidation, merger or transfer by any
ACS Ireland Subsidiary, the surviving successor or transferee entity shall
expressly assume all of the obligations of such ACS Ireland Subsidiary under
each Related Document to which it is then a party, (iii) a Rating Agency
Confirmation is obtained with respect to such amalgamation, consolidation,
merger, sale, conveyance, transfer, lease or disposition, (iv) the Issuer
receives the prior written consent of the Initial Credit Facility Provider
(unless a Initial Credit Facility Non-Consent Event has occurred) (such consent
not to be unreasonably withheld), (v) the Issuer receives the prior written
consent of the Policy Provider (unless a Policy Non-Consent Event has occurred)
(such consent not to be unreasonably withheld), (vi) such transaction does not
result in a recognition of gain or loss by the Holders for U.S. federal income
tax purposes, (vii) immediately after giving effect to such transaction, no
Event of Default shall have occurred and be continuing, and (viii) the Issuer
delivers to the Trustee an Officer's Certificate and an Opinion of Counsel, in
each case stating that such amalgamation, consolidation, merger or transfer and
such supplemental indenture comply with the above criteria and, if applicable,
Section 5.02(g) hereof and that all conditions precedent provided for herein
relating to such transaction have been complied with; provided that this
covenant shall not apply to any such amalgamation, consolidation, merger, sale,
conveyance, transfer, lease or disposition (a) within and among the ACS Ireland
Group or ACS Group if such amalgamation, consolidation, merger, sale,
conveyance, transfer, lease or disposition, as the case may be, would not
materially adversely affect the Holders and written notification is given to
each Rating Agency, to the Policy Provider and to the Initial Credit Facility
Provider by the Issuer or its agent and is otherwise consistent with Sections
5.02(p) and (q) hereof, (b) complying with the terms of Section 5.02(g) hereof
or (c) effected as part of a single transaction providing for the redemption or
defeasance of Securities in accordance with Section 3.10 or Article XII hereof,
respectively.

          (k) Limitation on Transactions with Affiliates. The Issuer shall not,
and shall not permit any ACS Ireland Subsidiary, directly or indirectly, to
enter into, renew or extend any transaction (including, without limitation, the
purchase, sale, lease or exchange of property or assets, or the rendering of any
service) with any Affiliate of the Issuer or any ACS Ireland Subsidiary, except
upon fair and reasonable terms no less favorable to the Issuer or such ACS



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Ireland Subsidiary than could be obtained, at the time of such transaction or at
the time of the execution of the agreement providing therefor, in a comparable
arm's-length transaction with a Person that is not such an Affiliate and
pursuant to enforceable agreements.

          The foregoing limitation does not limit, and shall not apply to: (i)
any transaction in connection with the establishment of the ACS Ireland Group or
ACS Bermuda Group pursuant to the Related Documents and the acquisition of the
Initial Securities from the Issuer and the guarantee by the Issuer of the
Guarantor Initial Securities; (ii) any Contribution Amount or any contribution
in the form of an Additional Aircraft pursuant to the terms of this Indenture
made by any Holder of a Class E Security or any Shareholder; (iii) the payment
by the Issuer of reasonable and customary fees to, and the provision of
reasonable and customary liability insurance in respect of, the Directors; (iv)
any Permitted Additional Aircraft Acquisition or any transaction complying with
Section 5.02(g) hereof; or (v) sale of the Issuer or any ACS Ireland
Subsidiaries as part of a single transaction providing for the redemption or
defeasance of all of the Securities in accordance with Section 3.10 or Article
XII hereof, respectively.

          (l) Limitation on the Issuance, Delivery and Sale of Equity Interests.
The Issuer shall not (i) issue, deliver or sell any shares, interests,
participations or other equivalents (however designated, whether voting or
non-voting, other than beneficial interests, shares, participations or other
equivalents existing on the Initial Closing Date) in equity of the Issuer, or
(ii) sell, or permit any ACS Ireland Subsidiary, directly or indirectly, to
issue, deliver or sell, any shares, interests, participations or other
equivalents in equity (however designated, whether voting or non-voting, other
than beneficial interests, shares, participations or other equivalents existing
on the Initial Closing Date), except (A) the issuance, sale, delivery, transfer
or pledge of Ownership Interest in any ACS Ireland Group Member to or for the
benefit of any other ACS Ireland Group Member or other ACS Group Member, (B)
issuances or sales of shares of Ownership Interest of foreign ACS Ireland
Subsidiaries to nationals in the jurisdiction of incorporation or organization
of such ACS Ireland Subsidiary, as the case may be, to the extent required by
applicable law or necessary in the determination of the Board to avoid adverse
tax consequences or to facilitate the registration or leasing of Aircraft,
provided that the prior written consent of the Policy Provider has been obtained
in connection therewith, (C) the pledge of the Pledged Shares and Pledged
Beneficial Interests pursuant to the Security Documents, and (D) the sale of any
Ownership Interest in an ACS Group Subsidiary in order to effect the sale of all
Aircraft owned by such ACS Group Subsidiary in compliance with Section 5.02(g)
hereof.

          (m) Bankruptcy and Insolvency; Corporate Governance. The Issuer (i)
shall promptly provide the Trustee, the Policy Provider, the Initial Credit
Facility Provider and the Rating Agencies with written notice of the institution
of any proceeding by or against the Issuer or any ACS Ireland Subsidiary, as the
case may be, seeking to adjudicate any of them bankrupt or insolvent, or seeking
liquidation, Irish law examinership, winding up, reorganization, arrangement,
adjustment, protection, relief or composition of their debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver, Irish
law examiner, trustee or other similar official for it or for any substantial
part of its property; (ii) shall not take any action to waive, repeal, amend,
vary, supplement or otherwise modify its constitutional documents that would
adversely affect the rights, privileges or preferences of any Holder of the
Securities, the Policy Provider or the Initial Credit Facility Provider, as
determined by the Board; and (iii) shall not, without an



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affirmative unanimous Board Resolution, take any action to waive, repeal, amend,
vary, supplement or otherwise modify (A) the provisions of its constitutional
documents which require a unanimous resolution of the shareholders of the
Issuer, or limits the actions of beneficial interest holders, with respect to
voluntary insolvency proceedings or consents to involuntary insolvency
proceedings or (B) any similar provisions of the constitutional documents of the
ACS Ireland Subsidiaries. The Issuer shall have at least two Independent
Directors and any Independent Director appointed to replace an Independent
Director with respect to the Issuer shall be subject to the prior written
consent of the Policy Provider (except that if such consent is not obtained in a
timely manner, the Issuer shall nevertheless appoint such Independent Director
if so required by, and in accordance with, the terms of the Issuer's
constitutional documents).

          (n) Payment of Principal, Premium, if any, and Interest. The Issuer
shall duly and punctually pay the principal, premium, if any, and interest on
the Securities in accordance with the terms of this Indenture and the
Securities.

          (o) Limitation on Employees. The Issuer shall not, and shall not
permit any ACS Ireland Subsidiary to, employ or maintain any employees other
than as required by any provisions of local law; provided that indenture
trustees and directors shall not be deemed to be employees for purposes of this
Section 5.02(o).

          (p) Compliance and Agreement. The Issuer shall comply, and shall cause
each ACS Ireland Subsidiary to comply, with the provisions of the Related
Documents. The Issuer shall ensure that title to each Aircraft shall be held in
a separate special purpose bankruptcy remote entity whose constitutional
documents contain restrictions similar to the restrictions (including, but not
limited to, the provisions regarding limited purpose, maintaining separateness
from other entities and bankruptcy remoteness) contained in the constitutional
documents of the ACS Group Subsidiaries existing on the Initial Closing Date.
The constitutional documents of the ACS Group Subsidiaries shall contain
provisions requiring the ACS Group Subsidiaries to comply with the provisions of
the Related Documents and any amendment to such provision shall be subject to
the prior written consent of the Policy Provider.

          (q) Maintenance of Separate Existence. Except to the extent provided
in this Indenture or the other Related Documents or as otherwise contemplated by
the Related Documents, the Issuer shall, and shall cause each ACS Ireland
Subsidiary to, maintain certain policies and procedures relating to its
existence as a separate corporation, company or other legal entity as follows:

          (i) The Issuer acknowledges its receipt of a copy of that certain
opinion letter issued by A & L Goodbody, dated as of the Initial Closing Date
addressed to, among others, the Initial Purchasers, the Trustee, the Policy
Provider and the Initial Credit Facility Provider and addressing the issue of
substantive consolidation as it may relate to the Issuer and each ACS Ireland
Subsidiary (which is incorporated under the laws of Ireland), on the one hand,
and Aircastle Limited and each of its subsidiaries (other than any ACS Group
Member), on the other. The Issuer hereby agrees to maintain, and to cause each
ACS Ireland



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Subsidiary to maintain, in place all policies and procedures, and take and
continue to take all actions, described in the factual assumptions set forth in
such opinion letter and relating to the Issuer or such ACS Ireland Subsidiaries,
as applicable; provided, however, that the Issuer or any such ACS Ireland
Subsidiary may cease to maintain any policy or procedure (A) if and to the
extent that the Issuer or such ACS Ireland Subsidiary delivers to the Trustee,
the Initial Credit Facility Provider and the Policy Provider an Opinion of
Counsel reasonably acceptable to the Trustee, the Initial Credit Facility
Provider and the Policy Provider providing that such policy or procedure is no
longer necessary, due to a change in law or otherwise, for the rendering of such
earlier opinion relating to the issue of substantive consolidation and (B) a
Rating Agency Confirmation and the prior written consent of the Policy Provider,
in each case, is obtained with respect to ceasing to maintain such policy or
procedure.

          (ii) The Issuer shall, and shall cause each ACS Ireland Subsidiary to:

          (A) maintain its own books and records and bank accounts separate from
those of each Aircastle Entity and any other Person except as otherwise
contemplated by the constitutional documents of the ACS Group Members;

          (B) maintain its assets in such a manner that it is not difficult to
segregate, identify or ascertain such assets;

          (C) except with respect to any U.S. Trust, have a board of directors
separate from that of each Aircastle Entity and any other Person; provided that
the individuals serving as directors of each board of directors may be the same
individuals on each board of directors;

          (D) except with respect to any U.S. Trust, cause its board of
directors to meet at least quarterly or act pursuant to written consent and keep
minutes of such meetings and actions and observe all other corporate and other
legal formalities;

          (E) hold itself out to creditors and the public as a legal entity
separate and distinct from each Aircastle Entity and any other Person;

          (F) prepare separate financial statements and separate Tax returns,
and if separate returns for the Issuer and each Aircastle Entity are required
under applicable Tax law, or if part of a consolidated group, then it will be
shown as a separate member of such group, and pay any Taxes required to be paid
under applicable Tax law;

          (G) allocate and charge fairly and reasonably any common overhead
shared with Affiliates;

          (H) conduct business in its own name, use separate invoices,
stationery and checks and strictly comply with all organizational formalities to
maintain its separate existence;

          (I) not commingle its assets or funds with those of any other Person
(including any Aircastle Entity);

          (J) not hold out its credit or assets as being available to satisfy
the obligations of others;

          (K) not assume, guarantee or pay the debts or obligations of any other
Person or otherwise pledge its assets for the benefit of any other Person;



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          (L) correct any known misunderstanding regarding its separate
identity;

          (M) other than as expressly contemplated by Sections 3.08, 3.09 and
3.15, pay its own liabilities only out of its own funds other than where
indemnified by another party as contemplated by the Related Documents;

          (N) not acquire the securities of any Aircastle Entity; and

          (O) cause its Board and any officers, managers, agents and other
representatives of the Issuer or such ACS Ireland Subsidiary, as applicable, to
act at all times with respect to the Issuer or such ACS Ireland Subsidiary, as
the case may be, consistently and in furtherance of the foregoing and in
compliance with applicable law.

          (r) Independent Director. The Issuer shall cause each ACS Ireland
Subsidiary (except any trust of which the Issuer or an ACS Ireland Subsidiary is
the holder of the legal and beneficial interest) to have at least one
Independent Director.

          (s) Registered Office. The Issuer shall, and shall cause each ACS
Ireland Subsidiary that is incorporated under the laws of Ireland to, (a)
maintain its registered office in Ireland in accordance with the Irish Companies
Acts 1963 to 2005, (b) maintain its centre of main interests (as that phrase is
used in Article 3(l) of the Regulation) in Ireland and (c) maintain its primary
insolvency jurisdiction (as that term is defined in the Cape Town Convention on
International Interests in Mobile Equipment and the Aircraft Equipment Protocol
thereto) in Ireland.

     Section 5.03 Operating Covenants. The Issuer covenants with the Trustee as
follows:

          (a) Concentration Limits. Without receipt of a Rating Agency
Confirmation from Moody's and the prior written consent of the Policy Provider,
the Issuer shall not permit any ACS Ireland Subsidiary to lease or re-lease any
Aircraft if entering into such proposed Lease would cause the ACS Group
Portfolio to exceed any of the Concentration Limits set forth in Exhibit C
hereto (as such limits may be adjusted by the Issuer from time to time, subject
to receipt of a Rating Agency Confirmation and the prior written consent of the
Policy Provider, the "Concentration Limits"); provided that the Issuer or any
ACS Ireland Subsidiary shall be entitled to renew or extend any Lease to the
existing Lessee thereunder irrespective of the effect of such renewal or
extension on the Concentration Limits with the prior written consent of the
Policy Provider. The Issuer shall not, and shall not permit any ACS Ireland
Subsidiary to, (i) lease (including any renewal or extension of any existing
Lease) any Aircraft to any Lessee habitually based or domiciled in any of the
jurisdictions set forth as "Prohibited" in the last section of the Concentration
Limits as set forth on Exhibit C hereto and as amended from time to time upon
the receipt of a Rating Agency Confirmation and the prior written consent of the
Policy Provider (each such jurisdiction, a "Prohibited Country"), (ii) enter
into any Lease (including any renewal or extension of any existing Lease) that
expressly permits the Lessee to sublease an Aircraft to a sublessee habitually
based or domiciled in a Prohibited Country, or (iii) consent to a sublease of an
Aircraft to a sublessee habitually based or domiciled in a Prohibited Country.

          (b) Compliance with Law, Maintenance of Permits. The Issuer shall (i)
comply, and cause each ACS Ireland Subsidiary to comply, in all material
respects with all Applicable



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Laws, (ii) obtain, and cause each ACS Ireland Subsidiary to obtain, all material
governmental (including regulatory) registrations, certificates, licenses,
permits and authorizations required for the use and operation of the Aircraft
owned by it, including, without limitation, a current certificate of
airworthiness for each such Aircraft (issued by the Applicable Aviation
Authority and in the appropriate category for the nature of the operations of
such Aircraft), except that (A) no certificate of airworthiness shall be
required for any Aircraft (x) during any period when such Aircraft is undergoing
maintenance, modification or repair, (y) following the withdrawal or suspension
by such Applicable Aviation Authority of certificates of airworthiness in
respect of all aircraft of the same model or period of manufacture as such
Aircraft (in which case the Issuer shall comply, and cause each ACS Ireland
Subsidiary to comply, with all directions of such Applicable Aviation Authority
in connection with such withdrawal or suspension), (B) no registrations,
certificates, licenses, permits or authorizations required for the use or
operation of any Aircraft need be obtained with respect to any period when such
Aircraft is not being operated and (C) no such registrations, certificates,
licenses, permits or authorizations shall be required to be maintained for any
Aircraft that is not the subject of a Lease, except to the extent required under
Applicable Laws, (iii) not cause or knowingly permit, directly or indirectly,
through any ACS Ireland Subsidiary, any Lessee to operate any Aircraft under any
Lease in any material respect contrary to any Applicable Law and (iv) not
knowingly permit, directly or indirectly, through any ACS Ireland Subsidiary,
any Lessee not to obtain all material governmental (including regulatory)
registrations, certificates, licenses, permits and authorizations required for
such Lessee's use and operation of any Aircraft under any operating Lease except
as provided, mutatis mutandis, in clauses (ii)(A) and (ii)(B) above.

          Notwithstanding the foregoing, no breach of this Section 5.03(b) shall
be deemed to have occurred by virtue of any act or omission of a Lessee or
sub-lessee, or of any Person which has possession of the Aircraft or any Engine
for the purpose of repairs, maintenance, modification or storage, or by virtue
of any requisition, seizure, or confiscation of the Aircraft (other than seizure
or confiscation arising from a breach by the Issuer or an ACS Ireland Subsidiary
of this Section 5.03(b)) (each, a "Third Party Event"); provided that (i)
neither the Issuer nor any ACS Ireland Subsidiary consents or has consented to
such Third Party Event; and (ii) the Issuer or ACS Ireland Subsidiary which is
the lessor or owner of such Aircraft promptly and diligently takes such
commercially reasonable actions as any leading international aircraft operating
lessor would reasonably take in respect of such Third Party Event, including, as
deemed appropriate (taking into account, inter alia, the laws of the
jurisdictions in which the Aircraft are located), seeking to compel such Lessee
or other relevant Person to remedy such Third Party Event or seeking to
repossess the relevant Aircraft or Engine.

          (c) Maintenance of Assets. The Issuer shall (i) with respect to each
Aircraft and Engine that is subject to a Lease, cause, directly or indirectly,
through any ACS Ireland Subsidiary, such Aircraft and Engine to be maintained in
a state of repair and condition consistent with the reasonable commercial
practice of any leading international aircraft operating lessor with respect to
similar aircraft under lease, taking into consideration, among other things, the
identity of the relevant Lessee (including the credit standing and operating
experience thereof), the age and condition of the Aircraft and the jurisdiction
in which such Aircraft will be operated or registered under such Lease and (ii)
with respect to each Aircraft that is not subject to a Lease, maintain, and
cause each ACS Ireland Subsidiary to maintain, such Aircraft in a state of
repair and condition consistent with the reasonable commercial practice of any
leading



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international aircraft operating lessor with respect to aircraft not under
lease. Notwithstanding the foregoing, no breach of this Section 5.03(c) shall be
deemed to have occurred by virtue of any Third Party Event; provided that (i)
neither the Issuer nor any ACS Ireland Subsidiary consents or has consented to
such Third Party Event; and (ii) the Issuer or such ACS Ireland Subsidiary which
is the lessor or owner of such Aircraft promptly and diligently takes such
commercially reasonable actions as any leading international aircraft operating
lessor would reasonably take in respect of such Third Party Event, including as
deemed appropriate, seeking to compel such Lessee or other relevant Person to
remedy such Third Party Event or seeking to repossess the relevant Aircraft or
Engine.

          (d) Notification of Trustee, Holders, Policy Provider, Initial Credit
Facility Provider, Administrative Agent and Cash Manager. The Issuer shall
notify the Trustee, the Holders, the Policy Provider, the Initial Credit
Facility Provider, the Administrative Agent and the Cash Manager in writing as
soon as the Issuer or any ACS Ireland Subsidiary becomes aware of any loss,
theft, damage, confiscation, requisition or destruction to any Initial Aircraft,
Additional Aircraft or Engine if the potential cost of repair or replacement of
such asset (without regard to any insurance claim related thereto) may exceed
the greater of $2,000,000 and the damage notification threshold contained in the
applicable Lease.

          (e) Leases. The Issuer shall adopt and shall cause the Irish
Remarketing Servicer to utilize the pro forma lease in the form provided to the
Issuer on the Initial Closing Date (or, with respect to the Back-Up Remarketing
Servicer, the "Commencement Date" as defined in the Back-Up Remarketing Services
Agreement) as such pro forma lease agreement or agreements may be revised for
purposes of the ACS Ireland Group specifically or generally from time to time by
the Irish Remarketing Servicer (the "Irish Remarketing Servicer's Pro Forma
Lease") in a manner consistent with the Irish Remarketing Servicer's "Standard
of Care" and the Irish Remarketing Servicer's "Conflicts Standard" (as each term
is defined in the Irish Remarketing Services Agreement), for use by the Irish
Remarketing Servicer on behalf of the Issuer, any ACS Ireland Subsidiary as a
starting point in the negotiation of Future Leases with Persons who are not ACS
Ireland Group Members; provided, however, that with respect to any Future Lease
entered into in connection with (x) the renewal or extension of an Initial
Lease, (y) the leasing of an Aircraft to a Person that is or was a Lessee under
an Initial Lease or (z) the leasing of an Aircraft to a Person that is or was
the lessee under an operating lease of an aircraft that is being managed or
serviced by the Irish Remarketing Servicer (such Future Lease, a "Renewal
Lease"), a form of lease substantially similar to such Initial Lease or
operating lease (a "Precedent Lease"), as the case may be, may be used by the
Irish Remarketing Servicer in lieu of the Irish Remarketing Servicer's Pro Forma
Lease on behalf of the Issuer or any ACS Ireland Subsidiary as a starting point
in the negotiation of such Future Lease with Persons who are not ACS Ireland
Group Members and provided further, however, that if the Board determines, in an
annual review of the Irish Remarketing Servicer's Pro Forma Lease on or before
each anniversary of the relevant Closing Date, that any revision to the Irish
Remarketing Servicer's Pro Forma Lease made from time to time since the
preceding review by the Board (or, with respect to the first anniversary of the
Initial Closing Date, since the Initial Closing Date) is substantially
inconsistent with the core lease provisions of the Issuer set forth in Exhibit F
to this Indenture (as such provisions may be amended from time to time, the
"Core Lease Provisions") in a manner and to such a degree as to have a material
adverse effect on the Holders, taking into consideration, inter alia, such
revision and any risk that the Aircraft might not be able to be



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leased on terms consistent with the provisions of the Irish Remarketing
Servicer's Pro Forma Lease without such revisions, then the Board shall direct
the Irish Remarketing Servicer not to include such revision in the Irish
Remarketing Servicer's Pro Forma Lease to be used thereafter as the starting
point in the negotiation of any Future Lease with respect to the Aircraft. If
the Board determines that any such revision to the Irish Remarketing Servicer's
Pro Forma Lease will not have a material adverse effect on the Holders, then the
Board shall (i) amend the applicable Core Lease Provisions to incorporate such
revisions (ii) notify the Rating Agencies, the Policy Provider and the Initial
Credit Facility Provider of any Future Lease entered into the terms of which are
materially less favorable from the point of view of the lessor than any of the
Leases then in effect, including without limitation, such changes to the Core
Lease Provisions; provided that the Core Lease Provisions may not be amended
without the prior written consent of the Policy Provider.

          The Issuer shall not enter into, and shall not permit any ACS Ireland
Subsidiary to enter into, any Future Lease the Rental Payments under which are
denominated in a currency other than U.S. dollars unless the Issuer receives a
Rating Agency Confirmation and the prior written consent of the Policy Provider;
provided, that the Issuer may enter any Future Lease the Rental Payments under
which are denominated in euros if (a) the sum of the Assumed Base Values as of
the Payment Date immediately preceding any date of determination of each ACS
Group Aircraft subject to leases the Rental Payments under which are denominated
in euros does not exceed 5% of the sum of the Assumed Base Values as of such
Payment Date of all ACS Group Aircraft and (b) the currency exposure is hedged
in accordance with the Issuer's hedging policy.

          (f) Opinions. The Issuer shall not enter into, and shall not permit
any ACS Ireland Subsidiary to enter into, any Future Lease with any Person that
is not an ACS Ireland Group Member or change the jurisdiction of registration of
any Aircraft that is subject to a Lease, unless, upon entering into such Future
Lease or changing the jurisdiction or registration of such Aircraft (or within a
commercially reasonable period thereafter), the Irish Remarketing Servicer
obtains such legal opinions, if any, with regard to compliance with the
registration requirements of the relevant jurisdiction, enforceability of the
Future Lease and such other matters customary for such transactions to the
extent that receiving such legal opinions is consistent with the reasonable
commercial practice of any leading international aircraft operating lessor.

          (g) Insurance. The Issuer shall maintain or cause, directly or
indirectly through the ACS Ireland Subsidiaries, to be maintained with reputable
and responsible insurers or, provided that the applicable reinsurance policy
contains a cut-through clause requiring the reinsurers to pay the insured
directly (other than in any instances where local law requirements mandate
otherwise), with reputable and responsible insurers that maintain relevant
reinsurance with reputable and responsible reinsurers (i) airline hull insurance
for each Aircraft in an amount at least equal to the Note Target Price for such
Aircraft (or the equivalent thereof from time to time if such insurance is
denominated in a currency other than U.S. dollars) and (ii) airline liability
insurance for each Aircraft and occurrence in an amount at least equal to the
relevant amount set forth on Exhibit D hereto for each model of aircraft and as
amended from time to time pursuant to the receipt of a Rating Agency
Confirmation from Standard & Poor's and prior written notice of such amendment
is provided to Moody's and the prior written consent of the Policy Provider and
(iii) airline repossession insurance ("Repossession Insurance") for each
Aircraft subject to a Lease to a Lessee habitually based in a jurisdiction set
forth under the "Repossession Guidelines" set forth in Exhibit C hereto, which
may be amended from time to time only pursuant to the receipt of a Rating Agency
Confirmation and the prior written consent of the



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Policy Provider, in an amount at least equal to the Note Target Price (or the
equivalent thereof from time to time if such insurance is denominated in a
currency other than U.S. dollars) for such Aircraft; provided, however, that
with respect to any such insurance for any Aircraft subject to a Lease, such
insurance may be subject to commercially reasonable deductible and
self-insurance arrangements and may take into account any customary reductions
in limits for Aircraft in storage and not in operation (in each case taking into
account, inter alia, the creditworthiness and experience of the Lessee, if any,
the type of aircraft and market practices in the aircraft insurance industry
generally). The coverage and terms (including endorsements, deductibles and
self-insurance arrangements) of any insurance maintained with respect to any
Aircraft not subject to a Lease shall be substantially consistent with the
reasonable commercial practices of any leading international aircraft operating
lessor regarding similar aircraft.

          In determining the amount of insurance required to be maintained by
this Section 5.03(g), the Issuer may take into account any indemnification from,
or insurance provided by, any governmental, supranational or inter-governmental
authority or agency (other than, with respect to Repossession Insurance, any
governmental authority or agency of any jurisdiction for which Repossession
Insurance must be obtained), the sovereign foreign currency debt of which is
rated at least AA, or the equivalent, by at least one of the Rating Agencies,
against any risk with respect to an Aircraft at least in an amount which, when
added to the amount of insurance against such risk maintained by the Issuer (or
which the Issuer has caused to be maintained), shall be at least equal to the
amount of insurance against such risk otherwise required by this Section 5.03(g)
(taking into account self-insurance permitted by this Section 5.03(g)). Any such
indemnification or insurance provided by such government shall provide
substantially similar protection as the insurance required by this Section
5.03(g).

          The Issuer shall cause, or shall cause the applicable ACS Group
Subsidiary to cause, each Lessee to be obligated under its respective Lease to
maintain War Risk Coverage as part of the insurance requirements in such Lease.
The Issuer shall cause, or shall cause the applicable ACS Group Subsidiary to
cause, each Lessee to maintain War Risk Coverage in accordance with the
requirements set forth in Exhibit D hereto. In the event that a Lessee does not
maintain such requisite level of War Risk Coverage or allows such War Risk
Coverage to lapse, the Issuer shall cause the applicable ACS Group Subsidiary
lessor to immediately bring enforcement proceedings against the applicable
Lessee under the terms of the applicable Lease to repossess the applicable
Aircraft and use commercially reasonable efforts of a leading international
aircraft operating lessor to ensure that such Aircraft does not operate without
War Risk Coverage at such required levels; provided, however, that so long as
the Issuer is in compliance with the requirements set forth in the next
succeeding sentence and the applicable Lessee is not otherwise in default under
the related Lease, the Issuer shall have 180 days to cause, or to cause the
applicable ACS Group Subsidiary lessor to cause, the Lessee to comply with the
insurance requirements set forth herein and under the Lease prior to bringing
any such enforcement proceedings; provided further that if, for any reason,
neither the Issuer nor the applicable ACS Group Subsidiary lessor has a right
under the applicable Lease to require a Lessee to maintain War Risk Coverage at
the requisite levels, the Issuer shall nevertheless be



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obligated to cause such Lessee to maintain War Risk Coverage at the requisite
levels described in Exhibit D hereto (by negotiating in good faith with such
Lessee or otherwise) or shall otherwise cause War Risk Coverage to be maintained
at the requisite levels described in Exhibit D hereto, subject only to the
additional time provided in the immediately preceding proviso if the Issuer is
in compliance with requirements set forth in the next succeeding sentence and
the applicable Lessee is not otherwise in default under the related Lease. The
Issuer shall carry contingent and excess War Risk Coverage in accordance with
the requirements set forth in Exhibit D hereto.

          The obligations set forth in the foregoing paragraph shall be waived
if (a) prior written notice shall be provided to the Rating Agencies and (b) the
Policy Provider shall have provided a written consent to such waiver.

          (h) Indemnity. The Issuer shall, and shall cause each ACS Ireland
Subsidiary to, include in each Lease between the Issuer or such ACS Ireland
Subsidiary and a Person who is not an ACS Ireland Group Member an indemnity from
such Person in respect of any losses or liabilities arising from the use or
operation of the Aircraft during the term of such Lease, subject to such
exceptions, limitations and qualifications as are consistent with the reasonable
commercial practice of any leading international aircraft operating lessor.

          (i) Appraisal of Aircraft. The Issuer shall, within 90 days after the
Expected Final Payment Date of the ACS Group Subclass A-1 Securities, deliver to
the Trustee, the Policy Provider and the Rating Agencies three appraisals of the
Base Value of each of the Aircraft from each of Initial Appraisers or, if any of
the Initial Appraisers is unable to provide an appraisal, from the remaining
Initial Appraisers and such other Appraisers selected by the Issuer, each such
appraisal to be dated within 30 days prior to its delivery to the Trustee, the
Policy Provider and the Rating Agencies.

     Section 5.04 Compliance Through Agents. The Issuer shall be entitled to
delegate the performance of any of its covenants hereunder to one or more
Service Providers pursuant to one or more Related Documents entered into in
accordance with the terms of this Indenture so long as each such Related
Document is subject to the Lien of the Security Trust Agreement. Nothing in this
Section 5.04 is intended to, or shall, relieve the Issuer from any liability or
consequences hereunder arising from the failure of the Issuer or any such
Service Provider to perform any such covenant strictly in accordance with the
terms of this Indenture.

                                   ARTICLE VI

                                   THE TRUSTEE

     Section 6.01 Acceptance of Trusts and Duties. The duties and
responsibilities of the Trustee shall be as provided by the TIA and as set forth
herein and in the Guarantor Indenture. The Trustee accepts the trusts hereby
created and applicable to it and agrees to perform the same but only upon the
terms of this Indenture and in the Guarantor Indenture and the TIA and agrees to
receive and disburse all moneys received by it in accordance with the terms
hereof and in the Guarantor Indenture. The Trustee in its individual capacity
shall not be answerable or accountable under any circumstances, except for its
own willful misconduct or negligence or



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breach of any of its representations or warranties set forth herein and the
Trustee shall not be liable for any action or inaction of the Issuer or any
other parties to any of the Related Documents. The fees and out-of-pocket
expenses of the Trustee shall be Expenses of the Issuer.

     Section 6.02 Absence of Duties. Except in accordance with written
instructions or requests furnished hereunder, the Trustee shall have no duty to
ascertain or inquire as to the performance or observance of any covenants,
conditions or agreements on the part of any Lessee.

     Section 6.03 Representations or Warranties. The Trustee does not make and
shall not be deemed to have made any representation or warranty as to the
validity, legality or enforceability of this Indenture, the Securities or any
other document or instrument or as to the correctness of any statement contained
in any thereof, except that the Trustee in its individual capacity hereby
represents and warrants (i) that each such specified document to which it is a
party has been or will be duly executed and delivered by one of its officers who
is and will be duly authorized to execute and deliver such document on its
behalf, and (ii) this Indenture is the legal, valid and binding obligation of
Deutsche Bank Trust Company Americas, enforceable against Deutsche Bank Trust
Company Americas in accordance with its terms, subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditors' rights generally.

     Section 6.04 Reliance; Agents; Advice of Counsel. The Trustee may
conclusively rely upon and shall be fully protected and Incur no liability to
anyone in acting or refraining from acting upon any signature, instrument,
notice, resolution, request, consent, order, certificate, report, opinion, bond
or other document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Trustee shall have no obligation to
confirm the veracity of the content of any such item provided to it (absent
manifest error). The Trustee may accept a copy of a resolution of, in the case
of the Issuer, the Board and, in the case of any other party to any Related
Document, the governing body of such Person, certified in an accompanying
Officer's Certificate as duly adopted and in full force and effect, as
conclusive evidence that such resolution has been duly adopted and that the same
is in full force and effect. As to any fact or matter the manner of
ascertainment of which is not specifically described herein, the Trustee shall
be entitled to receive and may for all purposes hereof conclusively rely on a
certificate, signed by an officer of any duly authorized Person, as to such fact
or matter, and such certificate shall constitute full protection to the Trustee
for any action taken or omitted to be taken by it in good faith in reliance
thereon. The Trustee shall furnish to the Administrative Agent upon written
request such information and copies of such documents as the Trustee may have
and as are necessary for the Administrative Agent to perform its duties under
Articles II and III hereof. The Trustee shall assume, and shall be fully
protected in assuming, that the Issuer is authorized by its constitutional
documents to enter into this Indenture and to take all action permitted to be
taken by it pursuant to the provisions hereof, and shall not inquire into the
authorization of the Issuer with respect thereto.

          The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within its rights or
powers or for any action it takes or omits to take in accordance with the
direction of the Controlling Party, in accordance with Section 4.12 hereof
relating to the time, method and place of conducting any proceeding for any
remedy



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available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture.

          The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys or a custodian or nominee, and the Trustee shall not be responsible
for any misconduct or negligence on the part of, or for the supervision of, any
such agent, attorney, custodian or nominee appointed with due care by it
hereunder.

          The Trustee may consult with counsel as to any matter relating to this
Indenture and any Opinion of Counsel or any advice of such counsel shall be full
and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance with such
advice or Opinion of Counsel.

          The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture, or to institute, conduct or defend any
litigation hereunder or in relation hereto, at the request, order or direction
of any of the Holders, pursuant to the provisions of this Indenture, unless such
Holders shall have offered to the Trustee security or indemnity reasonably
satisfactory to it against the costs, expenses and liabilities which may be
Incurred therein or thereby (the basis of such costs, expenses or liability, if
in respect of any third party liability, shall be supported by an Opinion of
Counsel).

          The Trustee shall not be required to expend or risk its own funds or
otherwise Incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Indenture shall in any event require
the Trustee to perform, or be responsible or liable for the manner of
performance of, any obligations of the Issuer or the Administrative Agent under
this Indenture or any of the Related Documents.

          The Trustee shall not be liable for any Costs or Taxes (except for
Taxes relating to any compensation, fees or commissions of any entity acting in
its capacity as Trustee hereunder) or in connection with the selection of
Permitted Account Investments or for any investment losses resulting from
Permitted Account Investments.

          When the Trustee Incurs expenses or renders services in connection
with an Event of Default specified in Section 4.01(e) or 4.01(f) hereof, such
expenses (including the fees and expenses of its counsel) and the compensation
for such services are intended to constitute expenses of administration under
any bankruptcy law or law relating to creditors' rights generally.

          The Trustee shall not be charged with knowledge of an Event of Default
unless a Responsible Officer of the Trustee obtains actual knowledge of such
event, including receiving written notice of such event from the Issuer, the
Administrative Agent, the Policy Provider or any Holder.

          The Trustee shall have no duty to monitor the performance of the
Issuer, the Cash Manager or any other party to the Related Documents, nor shall
it have any liability in



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connection with the malfeasance or nonfeasance by such parties. The Trustee
shall have no liability in connection with the appointment of the Administrative
Agent or compliance by the Issuer, the Administrative Agent, the Cash Manager or
any lessee under a Lease with statutory or regulatory requirements related to
any Aircraft or any Lease. The Trustee shall have no obligation, or liability in
respect thereto, to verify or recalculate any of the determinations made by the
Administrative Agent pursuant to the Related Documents. The Trustee shall not
make or be deemed to have made any representations or warranties with respect to
any Aircraft or any Lease or the validity or sufficiency of any assignment or
other disposition of any Aircraft or any Lease.

     Section 6.05 Not Responsible in Individual Capacity. The Trustee acts
hereunder solely as trustee unless otherwise expressly provided; and all
Persons, other than the Holders to the extent expressly provided in this
Indenture, having any claim against the Trustee by reason of the transactions
contemplated hereby shall look, subject to the lien and priorities of payment as
herein provided, only to the property of the Issuer for payment or satisfaction
thereof.

     Section 6.06 No Compensation from Holders. The Trustee agrees that it shall
have no right against the Holders, the Policy Provider or, except as provided in
Article III hereof, the property of the Issuer, for any fee as compensation for
its services hereunder.

     Section 6.07 Notice of Defaults. As promptly as practicable after, and in
any event within 30 days after, the occurrence of any Default or Event of
Default hereunder, the Trustee shall transmit by mail to the Issuer, the
Guarantor, the Guarantor Trustee, the Controlling Party, the Policy Provider,
the Initial Credit Facility Provider, the Cash Manager, the Rating Agencies and
the Holders holding Securities of the related subclass, notice of such Default
or Event of Default hereunder actually known to a Responsible Officer of the
Trustee, unless such Default shall have been cured or waived.

     Section 6.08 May Hold Securities. The Trustee, any Paying Agent, the
Registrar or any of their Affiliates or any other agent in their respective
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may
otherwise deal with the Issuer with the same rights it would have if it were not
Trustee, Paying Agent, Registrar or such other agent.

     Section 6.09 Corporate Trustee Required; Eligibility. If the Indenture is
qualified under the Trust Indenture Act, there shall at all times be a Trustee
which shall be eligible to act as a trustee under Section 310(a) of the Trust
Indenture Act and shall meet the Eligibility Requirements. If such corporation
publishes reports of conditions at least annually, pursuant to law or to the
requirements of federal, state, territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section 6.09, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of conditions so
published.

     In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 6.09 to act as Trustee, the Trustee shall
resign immediately as Trustee in the manner and with the effect specified in
Section 7.01 hereof.



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     Section 6.10 Disqualification of Trustee. The Trustee shall be subject to
the provisions of Section 310(b) of the Trust Indenture Act during the period of
time provided for therein. If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.
Nothing herein shall prevent the Trustee from filing with the Commission the
application referred to in the second to last paragraph of Section 310(b) of the
Trust Indenture Act.

     Section 6.11 Preferential Collection of Claims Against Issuer. The Trustee
shall comply with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship listed in Section 311(b) of the Trust Indenture Act. A
Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent indicated therein.

     Section 6.12 Reports by the Issuer. (a) The Issuer shall furnish to the
Trustee, within 120 days after the end of each fiscal year ending December 31, a
brief certificate from the principal executive officer, principal accounting
officer or principal financial officer of the Administrative Agent, as
applicable, as to his or her knowledge of the Issuer's compliance with all
conditions and covenants under this Indenture (it being understood that for
purposes of this Section 6.12, such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this
Indenture).

          (b) The Issuer shall furnish to the Trustee and the Policy Provider
within 30 days after the end of each calendar quarter a certification as to
compliance with certain of its obligations hereunder and certain other matters
in the form set forth in Exhibit G hereto.

     Section 6.13 Holder Lists. The Issuer will furnish or cause to be furnished
to the Trustee with respect to the Securities of each class:

          (a) semi-annually, not later than 15 days after such semi-annual dates
as may be specified by the Trustee, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders as of such Regular
Record Date or semi-annual date, as the case may be, and

          (b) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Issuer of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished, excluding from any such list names and addresses received by the
Trustee in its capacity as Registrar.

     Section 6.14 Preservation of Information; Communications to Holders. (a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
the names and addresses of Holders contained in the most recent list furnished
to the Trustee as provided in Section 6.13 hereof and the names and addresses of
Holders received by the Trustee in its capacity as Registrar. The Trustee may
destroy any list furnished to it as provided in Section 6.13 hereof upon receipt
of a new list so furnished.



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          (b) If three or more Holders of Securities of any series (hereinafter
referred to as "applicants") apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Security of such
series for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other Holders of Securities of such series or with the Holders
of all Securities with respect to their rights under this Indenture or under
such Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, at its
election, either

          (i) afford such applicants access to the information preserved at the
time by the Trustee in accordance with Section 6.14(a) hereof, or

          (ii) inform such applicants as to the approximate number of Holders of
Securities of such series or all Securities, as the case may be, whose names and
addresses appear in the information preserved at the time by the Trustee in
accordance with Section 6.14(a) hereof, and as to the approximate cost of
mailing to such Holders the form of proxy or other communication, if any,
specified in such application.

          If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of a Security of such series or to all Holders,
as the case may be, whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 6.14(a) hereof,
a copy of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses in connection with such mailing.

          (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders in accordance with Section 6.14(b)
hereof, regardless of the source from which such information was derived, and
that the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 6.14(b) hereof.

                                   ARTICLE VII

                               SUCCESSOR TRUSTEES

     Section 7.01 Resignation and Removal of Trustee. The Trustee may resign as
to all or any of the subclasses of the Securities at any time without cause by
giving at least 90 days' prior written notice to the Issuer, the Guarantor, the
Policy Provider, the Initial Credit Facility Provider, the Administrative Agent,
the Cash Manager, the Remarketing Servicers, the Back-Up Remarketing Servicer
and the Holders, such resignation to be effective only upon acceptance of any
appointment of a replacement trustee by a Senior Trustee. Holders of a majority
of the Outstanding Principal Balance of any subclass of the Securities (or, with
respect to the Subclass



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A-1 Securities or any other subclass of Covered Class A Securities, the Policy
Provider or, so long as it is entitled to be a Controlling Party, the Initial
Credit Facility Provider) may at any time remove the Trustee as to such subclass
without cause by an instrument in writing delivered to the Issuer, the
Guarantor, the Guarantor Trustee, the Administrative Agent, the Cash Manager,
the Remarketing Servicers, the Back-Up Remarketing Servicer, the Security
Trustee, the Senior Trustee and the Trustee being removed, such removal to be
effective only upon the acceptance of the appointment by a successor Trustee. In
addition, the Issuer may remove the Trustee as to any of the subclasses of the
Securities if: (i) this Indenture has been qualified under Trust Indenture Act
and such Trustee fails to comply with Section 310 of the TIA after written
request therefor by the Issuer or the Holder of the related subclass who has
been a bona fide Holder for at least six months, (ii) such Trustee fails to
comply with Section 7.02(c) hereof, (iii) such Trustee is adjudged a bankrupt or
an insolvent, (iv) a receiver or public officer takes charge of such Trustee or
its property or (v) such Trustee becomes incapable of acting, such removal to be
effective only upon the acceptance of the appointment by a successor Trustee.
References to the Trustee in this Indenture include any successor Trustee as to
all or any of the subclasses of the Securities appointed in accordance with this
Article VII.

     Section 7.02 Appointment of Successor. (a) In the case of the resignation
or removal of the Trustee as to any subclass of the Securities under Section
7.01 hereof, the Issuer shall promptly appoint a successor Trustee as to such
subclass; provided that a majority of the Outstanding Principal Balance of such
subclass of the Securities may appoint, within one year after such resignation
or removal, a successor Trustee as to such subclass which may be other than the
successor Trustee appointed by the Issuer, and such successor Trustee appointed
by the Issuer shall be superseded by the successor Trustee so appointed by the
Holders. If a successor Trustee as to any subclass of the Securities shall not
have been appointed and accepted its appointment hereunder within 60 days after
the Trustee gives notice of resignation as to such subclass, the retiring
Trustee, the Issuer, the Administrative Agent, the Cash Manager, the Irish
Remarketing Servicer, the Policy Provider, the Initial Credit Facility Provider
or a majority of the Outstanding Principal Balance of such subclass of the
Securities may petition any court of competent jurisdiction for the appointment
of a successor Trustee as to such subclass. Any successor Trustee so appointed
by such court shall immediately and without further act be superseded by any
successor Trustee appointed as provided in the first sentence of this paragraph
within one year from the date of the appointment by such court.

          (b) Any successor Trustee as to any subclass of the Securities,
however appointed, shall execute and deliver to the Issuer, the Guarantor, the
Guarantor Trustee, the Administrative Agent, the Cash Manager, the Irish
Remarketing Servicer, the Back-Up Remarketing Servicer, the Policy Provider, the
Initial Credit Facility Provider and the predecessor Trustee as to such subclass
an instrument accepting such appointment, and thereupon such successor Trustee,
without further act, shall become vested with all the estates, properties,
rights, powers, duties and trusts of such predecessor Trustee hereunder in the
trusts hereunder applicable to it with like effect as if originally named the
Trustee as to such subclass herein; provided that, upon the written request of
such successor Trustee, such predecessor Trustee shall, upon payment of all
amounts due and owing to it, execute and deliver an instrument transferring to
such successor Trustee, upon the trusts herein expressed applicable to it, all
the estates, properties, rights, powers and trusts of such predecessor Trustee,
and such predecessor Trustee shall duly assign, transfer, deliver and pay over
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moneys or other property then held by such predecessor Trustee hereunder solely
for the benefit of such subclass of the Securities.

          (c) If a successor Trustee is appointed with respect to one or more
(but not all) subclasses of the Securities, the Issuer, the predecessor Trustee
and each successor Trustee with respect to each subclass of Securities shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
subclasses of Securities as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the Securities hereunder by more than
one Trustee.

          (d) Each Trustee shall be an Eligible Institution and shall meet the
Eligibility Requirements, if there be such an institution willing, able and
legally qualified to perform the duties of a Trustee hereunder; provided that
the Rating Agencies shall receive notice of any replacement Trustee.

          (e) Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation to which substantially all the business of the Trustee may be
transferred, shall, subject to the terms of paragraph (c) of this Section 7.02,
be the Trustee under this Indenture without further act.

                                  ARTICLE VIII

                                    INDEMNITY

     Section 8.01 Indemnity. The Issuer shall indemnify each of the Trustee and
the Drawing Agent (and its officers, directors, employees and agents) for, and
hold it harmless against, any loss, liability or expense Incurred by it without
negligence or bad faith on its part in connection with the acceptance or
administration of this Indenture and its duties under this Indenture, the
Securities and the other Related Documents, including the costs and expenses of
defending itself against any claim or liability and of complying with any
process served upon it or any of its officers in connection with the exercise or
performance of any of its powers or duties and hold it harmless against, any
loss, liability or reasonable expense Incurred without negligence or bad faith
on its part, arising out of or in connection with actions taken or omitted to be
taken in reliance on any Officer's Certificate furnished hereunder, or the
failure to furnish any such Officers' Certificate required to be furnished
hereunder. Each of the Trustee and the Drawing Agent shall notify the Issuer,
the Guarantor, the Policy Provider and the Initial Credit Facility Provider
promptly of any claim asserted against the Trustee or the Drawing Agent, as
applicable, for which it may seek indemnity; provided, however, that failure to
provide such notice shall not invalidate any right to indemnity hereunder. The
Issuer shall defend the claim and the Trustee or the Drawing Agent, as
applicable, shall cooperate in the defense. The Trustee and the Drawing Agent
may have separate counsel and the Issuer shall pay reasonable fees and expenses
of such counsel. The Issuer need not pay for any settlements made without its
consent; provided that such consent shall not be unreasonably withheld or
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reimburse any expense or indemnity against any loss or liability Incurred by the
Trustee or the Drawing Agent, as applicable, through negligence or bad faith.
The provisions of this Section 8.01 and Section 8.02 hereof shall survive the
termination of this Indenture or the earlier resignation or removal of the
Trustee or the Drawing Agent, as applicable.

     Section 8.02 Holders' Indemnity. Each of the Trustee and the Drawing Agent
shall be entitled to be indemnified (except with respect to losses, damages or
obligations arising from the Trustee's or Drawing Agent's, as applicable,
negligence or bad faith) by the Holders of any subclass of the Securities before
proceeding to exercise any right or power under this Indenture or the Cash
Management Agreement at the request or direction of such Holders (the basis of
any loss, damage or obligation, if in respect of any third party liability,
shall be supported by an Opinion of Counsel).

                                   ARTICLE IX

                                  MODIFICATION

     Section 9.01 Modification with Consent of Holders and the Policy Provider.
With the consent of Holders of a majority of the Outstanding Principal Balance
of the Class A Securities on the date of any vote of such Holders (voting as a
single class), the Policy Provider and the Initial Credit Facility Provider and
upon receipt of a Rating Agency Confirmation, the Issuer, when authorized by one
or more Board Resolutions, may amend or modify this Indenture or the Securities;
provided that (i) without the consent of the Guarantor and the Policy Provider,
no such amendment may modify the provisions of this Indenture to the extent that
such amendment could reasonably be expected to have a material adverse affect on
the Guarantor and (ii) without the consent of the Policy Provider, each provider
of an Eligible Credit Facility, the Guarantor and each Holder of any Securities,
in each instance affected thereby, no such amendment may, except as otherwise
provided in Section 3.11 hereof, modify the provisions of this Indenture or the
Securities setting forth the frequency or the currency of payment of, the
maturity of, or the method of calculation of the amount of, any interest,
principal, Redemption Price or Policy Premium payable in respect of any subclass
of Securities or to the Policy Provider, or reduce the percentage of the
aggregate Outstanding Principal Balance of any subclass of Securities required
to approve any amendment or waiver of this Section 9.01 or, except as otherwise
provided in Section 3.09 hereof, alter the manner or priority of payment of such
subclass of Securities (each, a "Basic Terms Modification").

          It shall not be necessary for the consent of the Holders under this
Section 9.01 to approve the particular form of any proposed amendment or waiver,
but it shall be sufficient if such consent approves the substance thereof;
provided, however, that it shall be necessary for the Policy Provider to approve
the particular form of any proposed amendment or waiver (such approval not to be
unreasonably withheld). Any such modification approved by the required Holders
of any class or subclass of Securities will be binding on the Holders of the
relevant class or subclass of Securities and each party to this Indenture.

          The Issuer shall give the Policy Provider, each provider of an
Eligible Credit Facility and each Rating Agency prior notice of any amendment
under this Section 9.01 and any amendments of the constitutive documents by the
Issuer or any ACS Group Subsidiaries, and,



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after an amendment under this Section 9.01 becomes effective, the Issuer shall
mail to the Holders, the Policy Provider, each provider of an Eligible Credit
Facility and the Rating Agencies a notice briefly describing such amendment. Any
failure of the Issuer to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amendment.

          After an amendment under this Section 9.01 becomes effective, it shall
bind every Holder whether or not notation thereof is made on any Security held
by such Holder.

     Section 9.02 Modification Without Consent of Holders or the Providers of
Eligible Credit Facilities or the Policy Provider. Subject to Section 9.01
hereof, the Trustee may agree with the Issuer, without the consent of any
Holder, the Policy Provider or any provider of an Eligible Credit Facility (but
in the case of clauses (b), (c) and (d) below, with the consent of the Policy
Provider and further, in the case of clause (c) below, with the consent of the
Initial Credit Facility Provider), (a) to any modification (other than a Basic
Terms Modification) of, or the waiver or authorization of any breach or
prospective breach of, any provision of any Related Document or of the relevant
subclass of Securities to correct a manifest error or an error which is of a
formal, minor or technical nature, (b) to modify the provisions of this
Indenture or the Cash Management Agreement relating to the timing of movement of
Rental Payments or other monies received or Expenses Incurred among the Accounts
by the Cash Manager, (c) to add or reflect any Eligible Credit Facility, (d) to
any amendment (other than a Basic Terms Modification) of an immaterial nature
necessary to facilitate the issuance of Refinancing Securities and/or Additional
Securities and related acquisition of Additional Aircraft (all in a manner
consistent with the provisions of this Indenture) or (e) to comply with the
requirements of the Commission in connection with the qualification of this
Indenture under the TIA. Any such modification shall be notified to the Holders
as soon as practicable thereafter and shall be binding on all the Holders.

          Upon any such modification, the Issuer shall deliver to the Holders,
the Trustee, the Policy Provider and the Initial Credit Facility Provider a
certificate of the Issuer certifying that such modification will not adversely
affect the Holders, the Policy Provider or the Initial Credit Facility Provider.

          In addition, the Issuer may, without providing the certificate
mentioned in the preceding paragraph, and without the consent of the Trustee,
any Holder or any provider of an Eligible Facility, the Policy Provider or the
Initial Credit Facility Provider or any other party, list the Securities on the
Alternative Securities Market of the Irish Stock Exchange.

     Section 9.03 Subordination and Priority of Payments. The subordination
provisions contained in Section 3.08, Section 3.09 and Article X hereof may not
be amended or modified without the consent of the Policy Provider (so long as
any subclass of Covered Class A Securities remain outstanding or any Policy
Provider Obligations remain due and owing), each provider of an Eligible Credit
Facility, each Hedge Provider, each Holder of the subclass of Securities
affected thereby and each Holder of any subclass of Securities ranking senior
thereto. In no event shall the provisions set forth in Section 3.08 hereof
relating to the priority of the Expenses, Hedge Payments and payments under all
Eligible Credit Facilities be amended or modified.



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     Section 9.04 Execution of Amendments by Trustee. In executing, or accepting
the additional trusts created by, any amendment or modification to this
Indenture permitted by this Article IX or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon, an Officer's Certificate and an
Opinion of Counsel stating that the execution of such amendment is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such amendment which affects the Trustee's own rights, duties,
immunities or indemnities under this Indenture or otherwise.

     Section 9.05 Conformity with Trust Indenture Act. Every indenture
supplemental hereto pursuant to this Article IX shall conform to the
requirements of the Trust Indenture Act as then in effect.

                                    ARTICLE X

                                  SUBORDINATION

     Section 10.01 Subordination of the Securities and Other Subordinated
Obligations. (a) The Issuer, each Holder (by its acceptance of its Security) and
each other Secured Party (by its acceptance of the benefits of the Security
Trust Agreement) agree that (i) the Securities and the other Obligations shall
be subject to the provisions of this Article X and, in the case of the Secured
Obligations, to the provisions of Article VII of the Security Trust Agreement
and (ii) each Subordinated Claimant (and each Subordinated Representative of any
thereof) agree for the benefit of each Senior Claimant (and the Controlling
Party and the Trustee acting therefor) that each Subordinated Claim shall be
subordinated fully in right of payment to each Senior Claim as provided in
Section 3.08 hereof, Section 3.09 hereof (if applicable), this Article X and
Article VII of the Security Trust Agreement.

          (b) For the purposes of this Agreement, no Senior Claims shall be
deemed to have been paid in full until and unless the Senior Claimant (or the
Trustee therefor) of such Senior Claims shall have received payment in full in
cash of such Senior Claims.

          (c) All payments or distributions upon or with respect to any
Obligations that are received by any Subordinated Claimant (or any Subordinated
Representative thereof) contrary to the provisions of this Indenture or in
excess of the amounts to which such Subordinated Claimant is entitled under
Section 3.08 hereof shall be received for the benefit of the Senior Claimant,
shall be segregated from other funds and property held by such Subordinated
Claimant (or any Subordinated Representative therefor) and shall be forthwith
paid over to the Trustee in the same form as so received (with any necessary
endorsement) to be applied (in the case of cash) to or held as collateral (in
the case of non-cash property or securities) for the payment or prepayment of
the Senior Claims in accordance with the terms hereof.

          (d) Notwithstanding anything contained herein to the contrary,
payments (or the proceeds thereof) (i) deposited in any Cash Collateral Account
or drawn under any Eligible Credit Facility, (ii) drawn under the Policy or
(iii) deposited in the Defeasance/Redemption Account (or, in the case of a
Refinancing, the Refinancing Account) in respect of a Redemption under Section
3.10 hereof or in respect of the defeasance of Securities pursuant to Article
XII



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hereof shall not be subordinated to the prior payment of any Senior Claimants in
respect of any Senior Claims or subject to any other restrictions set forth in
this Article X and Article VII of the Security Trust Agreement, and none of the
Holders shall be obligated to pay over any payments from any such property to
the Security Trustee or any other creditor of any of the Grantors (as defined in
the Security Trust Agreement).

          (e) The Senior Representative is hereby authorized to demand specific
performance of the provisions of this Article X at any time when any
Subordinated Claimant (or any Subordinated Representative thereof) shall have
failed to comply with any of such provisions applicable to them. The
Subordinated Claimants (and each Subordinated Representative of any thereof)
hereby irrevocably waive any defense based on the adequacy of a remedy at law
that might be asserted as a bar to such remedy of specific performance.

     Section 10.02 Rights of Subrogation. The Subordinated Claimants (and each
Subordinated Representative of any thereof) agree that no payment or
distribution to any Senior Claimant (or the Trustee therefor) pursuant to the
provisions of this Indenture shall entitle any Subordinated Claimant (or any
Subordinated Representative thereof) to exercise any rights of subrogation in
respect thereof until all Obligations constituting Senior Claims with respect to
such Person shall have been paid in full.

     Section 10.03 Further Assurances of Subordinated Representatives. Each of
the Subordinated Representatives shall, at the expense of the Issuer, at any
time and from time to time promptly execute and deliver all further instruments
and documents, and take all further action, that the Controlling Party (or the
Policy Provider if the Policy Provider is not the Controlling Party; provided
that if the Subordinated Representatives receive conflicting requests, the
request of the Controlling Party shall apply only) may reasonably request, in
order to effectuate the provisions of this Article X.

     Section 10.04 Enforcement. Each Subordinated Claimant (and the Subordinated
Representative therefor) agrees that the provisions of this Article X shall be
enforceable against it under all circumstances, including without limitation in
any proceeding referred to in Sections 4.01(e) and 4.01(f) hereof.

     Section 10.05 Continued Effectiveness. The provisions of this Article X
shall continue to be effective or shall be revived or reinstated, as the case
may be, if at any time any payment of any of the Senior Claims is rescinded or
must otherwise be returned by any Senior Claimant upon the insolvency,
bankruptcy or reorganization of any ACS Ireland Group Member, or otherwise, all
as though such payment had not been made.

     Section 10.06 Senior Claims and Subordinated Claims Unimpaired. Nothing in
this Article X shall impair, as between the Issuer and any Senior Claimant or
any Subordinated Claimant, the obligations of the Issuer to such Person,
including without limitation the Senior Claims and the Subordinated Claims;
provided that it is understood that the enforcement of rights and remedies shall
be subject to the terms of this Indenture and the Security Trust Agreement.



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     Section 10.07 Ranking of the Guarantee. The Guarantor's Guarantee of the
Securities (the "Guarantee") shall rank pari passu with its obligation to make
payments on or otherwise perform in accordance with the terms of the Guarantor
Class A Securities.

                                   ARTICLE XI

                                    GUARANTEE

     Section 11.01 Guarantee. The Guarantor hereby fully and unconditionally
guarantees to each Holder of Securities, the Trustee on behalf of such Holder,
each Service Provider, the Policy Provider, the Initial Credit Facility
Provider, any Hedge Provider and each other Secured Party (each, a "Guaranteed
Party" and, collectively, the "Guaranteed Parties"), in each case, the due and
punctual performance of all obligations of the Issuer to each Guaranteed Party
under the Securities, this Indenture and the Related Documents (the "Guaranteed
Obligations"), all in accordance with this Indenture, the Securities and the
other Related Documents. The liability of the Guarantor under this Guarantee is
limited to the maximum amount that will result in the obligations of the
Guarantor not constituting a fraudulent conveyance or fraudulent transfer under
Applicable Law.

          This Guarantee shall be a Guarantee of payment and performance and not
merely of collection only. The Guarantor hereby agrees that it shall not be
required that any Guaranteed Party assert or enforce any rights against the
Issuer or any other person before or as a condition to the obligation of the
Guarantor subject to this Guarantee.

          The Guarantor hereby waives diligence, presentment, filing of claims
with a court in the event of merger or bankruptcy of the Issuer or any other ACS
Ireland Group Member, any right to require a proceeding first against the Issuer
or any other ACS Ireland Group Member, the benefit of discussion, protest or
notice with respect to any Security or the debt evidenced thereby and all
demands whatsoever (except as specified above), and covenants that this Article
XI shall not be discharged as to any such Security except by payment in full of
the Guaranteed Obligations. The maturity of the Securities and related
obligations guaranteed hereby may be accelerated as provided in Article IV for
the purposes of this Article XI. In the event of any declaration of acceleration
of such obligations as provided in Article IV of this Indenture, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantor for the purpose of this Article XI. In addition,
without limiting the foregoing provisions, upon the effectiveness of an
acceleration under Article IV of this Indenture, the Trustee shall be entitled
to make a demand for payment on the Securities under the Guarantee provided for
in this Article XI.

          The Guarantor hereby waives any claim or other claim or other rights
which it may now or hereafter acquire against the Issuer or any other ACS
Ireland Group Member that arise from the existence, payment, performance or
enforcement of such Guarantor's obligations under this Indenture, including,
without limitation, any right of subrogation, reimbursement, exoneration,
contribution, indemnification, any right to participate in any claim or remedy
of a Guaranteed Party against the Issuer or any other ACS Ireland Group



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Member, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including, without limitation, the right to
take or receive from the Issuer or any other ACS Ireland Group Member, directly
or indirectly, in cash or other property or in any other manner, payment or
security on account of such claim or other rights, until all of the Guarantor's
obligations under this Indenture have been satisfied. If any amount shall be
paid to the Guarantor in violation of the preceding sentence and the Guaranteed
Obligations shall not have been paid in full, such amount shall be deemed to
have been paid to the Guarantor for the benefit of, and held in trust for the
benefit of, such Guaranteed Party, and shall forthwith be paid to such
Guaranteed Party. The Guarantor acknowledges that it will receive direct and
indirect benefits from the issuance of the Securities pursuant to this Indenture
and that the waiver set forth in this paragraph is knowingly made in
contemplation of such benefits.

          Any right which at any time the Guarantor has under the existing or
future laws of Ireland and Bermuda to require that recourse be had to the assets
of the Issuer or any other ACS Ireland Group Member before any claim is enforced
against the Guarantor in respect of the obligations hereby assumed by the
Guarantor, is hereby abandoned and waived and the Guarantor undertakes that if
at any time any Guaranteed Party sues the Guarantor in respect of any such
obligations and the Issuer or any other ACS Ireland Group Member is not sued
also, the Guarantor shall not claim that the Issuer or any other ACS Ireland
Group Member be made a party to the proceedings and the Guarantor agrees to be
bound by this guarantee whether or not the Guarantor is made party to legal
proceedings for the recovery of the amount due or owing to such Guaranteed Party
as aforesaid by the Issuer and whether the formalities required by any law of
Ireland whether existing or future in regard to the rights or obligations of
sureties shall or shall not have been observed.

          Any right which the Guarantor may have under the existing or future
laws of Ireland and Bermuda to require that any liability under this Guarantee
be divided or apportioned with any other person or reduced in any manner
whatsoever is hereby abandoned and waived.

          The Guarantee set forth in this Section 11.01 shall not be valid or
become obligatory for any purpose with respect to the Guaranteed Obligations
until the execution of this Indenture or, with respect to a Security, until the
certificate of authentication on such Security shall have been signed by or on
behalf of the Trustee. The Guarantees given by the Guarantor to the Guaranteed
Parties pursuant to this Section 11.01 are, for purposes of this Article XI,
hereinafter referred to as the "Guarantee".

     Section 11.02 Reinstatement. The Guarantor hereby agrees that the guarantee
provided for in Section 11.01 hereof shall continue to be effective or be
reinstated, as the case may be, if at any time, payment, or any part thereof, of
any obligations guaranteed or interest thereon is rescinded or must otherwise be
restored by a Guaranteed Party to the Issuer upon the bankruptcy, reorganization
or insolvency of the Issuer or the Guarantor or otherwise.

     Section 11.03 Unconditional Nature of Guarantee. The Guarantor hereby
agrees that its obligations under the Guarantee shall be irrevocable and
unconditional, irrespective of the validity, regularity or enforceability of the
Securities or this Indenture or any other Related Document against the Issuer or
any other ACS Ireland Group Member, the absence of any action to enforce the
Issuer's or any other ACS Ireland Group Member's obligations under the
Securities, this Indenture or any other Related Document, any waiver or consent
by a Holder with respect to any provisions thereof or any provisions of this
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Documents, any amendment to the terms under which the Securities are issued, any
release of collateral related to the Securities or the Issuer's or any other ACS
Ireland Group Member's obligations under this Indenture or any other Related
Document, the bankruptcy of the Issuer or any other ACS Ireland Group Member or
any circumstance with might otherwise constitute a legal or equitable discharge
or defense of a guarantor; provided, however, that the Guarantor shall be
entitled to exercise any right that the Issuer could have exercised under this
Indenture to cure any default in respect of its obligations under this Indenture
or the Securities, if any, but only to the extent such right, if any, is
provided to the Issuer under this Indenture or the Securities.

          The Guarantor hereby waives each of the following to the fullest
extent of the law: (i) all statutes of limitation as a defense to any action
brought by any party against the Guarantor in connection with this Guarantee,
(ii) any defense based upon (a) the lack of perfection or failure of priority of
any security for the Guaranteed Obligations; (b) any act or omission of any
Guaranteed Party that directly or indirectly results in the discharge or release
of any Issuer or any other Person, or any of the obligations subject to this
Guarantee or any security therefor; or (c) any other defense of the Issuer or
any other Person with respect to the Guaranteed Obligations, whether consensual
or arising by operation of law or any bankruptcy, insolvency or debtor-relief
proceeding, or from any other cause, (iii) any right (whether now or hereafter
existing) to require any Guaranteed Party, as a condition to the enforcement of
this Guarantee, to (a) accelerate the Issuer's obligations, (b) give notice to
the Guarantor of the terms, time and place of any public or private sale of any
security for the Guaranteed Obligations; or (c) exhaust any security for the
Guaranteed Obligations, (iv) any right to presentment, demand, protest and
notice of any kind, including, without limitation, notices of default and
notices of acceptance of this Guarantee, (v) all suretyship defenses and rights
of every nature otherwise available under New York law and the laws of any other
jurisdiction, and (vi) all other rights and defenses, the assertion or exercise
of which would in any way diminish the liability of the Guarantor hereunder.

                                   ARTICLE XII

                       DISCHARGE OF INDENTURE; DEFEASANCE

     Section 12.01 Discharge of Liability on the Securities; Defeasance. (a)
When (i) the Issuer delivers to the Trustee all Outstanding Securities (other
than Securities replaced pursuant to Section 2.08 hereof) for cancellation or
(ii) all Outstanding Securities have become due and payable, whether at maturity
or as a result of the mailing of a notice of redemption pursuant to Section
3.10(c) hereof and the Issuer irrevocably deposits in the Defeasance/Redemption
Account funds sufficient to pay at maturity or upon redemption all Outstanding
Securities, including without limitation interest thereon to maturity or the
Redemption Date (other than Securities replaced pursuant to Section 2.08 hereof
and any Required Expense Amount), and if in either case the Issuer pays all
other sums payable hereunder by the Issuer (including any Hedge Breakage Costs
resulting from the discharge of this Indenture), then this Indenture shall,
subject to Section 12.01(c) hereof, cease to be of further effect. The Trustee
shall acknowledge satisfaction and discharge of this Indenture on demand of the
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Certificate and an Opinion of Counsel, at the cost and expense of the Issuer, to
the effect that any conditions precedent to a discharge of this Indenture have
been met.

          (b) Subject to Sections 12.01(c) and 12.02 hereof, the Issuer at any
time may terminate (i) all its obligations under the Securities and this
Indenture ("Legal Defeasance" option) or (ii) its obligations under Sections
4.01 (other than with respect to a failure to comply with Sections 4.01(a),
4.01(b), 4.01(e) (only with respect to the Issuer) and 4.01(f) (only with
respect to the Issuer)), 5.02 and 5.03 hereof ("Covenant Defeasance" option).
The Issuer may exercise its Legal Defeasance option notwithstanding its prior
exercise of its Covenant Defeasance option.

          If the Issuer exercises its Legal Defeasance option, payment of any
Securities subject to such Legal Defeasance may not be accelerated because of an
Event of Default. If the Issuer exercises its Covenant Defeasance option,
payment of the Securities may not be accelerated because of an Event of Default
(other than with respect to a failure to comply with Sections 4.01(a), 4.01(b),
4.01(e) (other than with respect to the Issuer), 4.01(f) (other than with
respect to the Issuer)) and 5.02(n) hereof.

          Upon satisfaction of the conditions set forth herein and upon request
of the Issuer, the Trustee shall acknowledge in writing the discharge of those
obligations that the Issuer terminates.

          (c) Notwithstanding clauses (a) and (b) above, the Issuer's
obligations in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08 and 2.09,
5.02(n), Article VI, Sections 8.01, 12.04, 12.05 and 12.06 hereof shall survive
until all the Securities have been paid in full. Thereafter, the Issuer's
obligations in Sections 8.01, 12.04 and 12.05 hereof shall survive.

     Section 12.02 Conditions to Defeasance. The Issuer may exercise its Legal
Defeasance option or its Covenant Defeasance option only if:

          (a) the Issuer irrevocably deposits in trust in the
Defeasance/Redemption Account any one or any combination of (i) money, (ii)
obligations of, and supported by the full faith and credit of, the U.S.
Government ("U.S. Government Obligations") or (iii) obligations of corporate
issuers ("Corporate Obligations") (provided that any such Corporate Obligations
are rated AA+ or higher by Standard & Poor's and Aa2 or higher by Moody's at
such time and shall not have a maturity of longer than three years from the date
of defeasance) for the payment of all principal or Redemption Price, and
interest (A) on the Securities or any class or subclass of Securities being
defeased, in the case of Legal Defeasance, or (B) on all of the Securities in
the case of Covenant Defeasance, in either case, to maturity or redemption, as
the case may be;

          (b) the Issuer delivers to the Trustee a certificate from a nationally
recognized firm of independent accountants expressing their opinion that the
payments of principal and interest when due and without reinvestment on the
deposited U.S. Government Obligations or the Corporate Obligations plus any
deposited money without investment will provide cash at such times and in such
amounts as will be sufficient to pay principal and interest when due (i) on each
class or subclass of Securities being defeased, in the case of Legal Defeasance,
or (ii) on all



                                                                             148


of the Securities in the case of Covenant Defeasance, in either case, to
maturity or redemption, as the case may be;

          (c) 91 days pass after the deposit described in clause (a) above is
made and during the 91-day period no Event of Default specified in Section
4.01(e) or (f) hereof with respect to the Issuer occurs which is continuing at
the end of the period;

          (d) the deposit described in clause (a) above does not constitute a
default under any other agreement binding on the Issuer;

          (e) the Issuer delivers to the Trustee an Opinion of Counsel to the
effect that the trust resulting from the deposit described in clause (a) does
not constitute, or is qualified as, a regulated investment company under the
Investment Company Act of 1940, as amended;

          (f) in the case of the Legal Defeasance option, the Issuer shall have
delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer has
received from, or there has been published by, the U.S. Internal Revenue Service
a ruling, or (ii) since the date of this Indenture there has been a change in
the applicable federal income tax law, in either case to the effect that, and
based thereon such opinion of counsel shall confirm that the Holders will not
recognize income, gain or loss for U.S. federal income tax purposes as a result
of such Legal Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Legal Defeasance had not occurred;

          (g) in the case of the Covenant Defeasance option, the Issuer shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of such Covenant Defeasance and will be subject to U.S.
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not occurred;

          (h) if the related Securities are then listed on any securities
exchange, the Issuer delivers to the Trustee an Opinion of Counsel to the effect
that such deposit, defeasance and discharge will not cause such Securities to be
delisted;

          (i) a Rating Agency Confirmation and the prior written consent of each
of the Policy Provider and the Initial Credit Facility Provider is obtained
relating to the defeasance contemplated by this Section 12.02;

          (j) in the case of a Legal Defeasance only, the Policy shall be
terminated and surrendered to the Policy Provider for cancellation;

          (k) all amounts due and owing to the Policy Provider and the Initial
Credit Facility Provider have been paid (or provided for under Section
12.02(a)); and

          (l) the Issuer delivers to the Trustee an Opinion of Counsel and an
Officer's Certificate that all conditions precedent to such defeasance has been
satisfied.

     Section 12.03 Application of Trust Money. The Trustee shall hold in trust
in the Defeasance/Redemption Account money, U.S. Government Obligations or
Corporate



                                                                             149


Obligations deposited with it pursuant to this Article XII. It shall apply the
deposited money and the money from U.S. Government Obligations or Corporate
Obligations in accordance with this Indenture to the payment of principal,
premium, if any, and interest on the class or subclass of Securities. Money and
securities so held in trust are not subject to Article X hereof or to Article
VII of the Security Trust Agreement.

     Section 12.04 Repayment to Issuer. The Trustee shall promptly turn over to
the Issuer upon written request any excess money or securities held by it at any
time after application of the appropriate defeasance option.

          Subject to any applicable abandoned property law, the Trustee shall
pay to the Issuer upon written request any money held by it for the payment of
principal or interest that remains unclaimed for two years and, thereafter,
Holders entitled to the money must look to the Issuer for payment as general
creditors.

     Section 12.05 Indemnity for Government Obligations and Corporate
Obligations. The Issuer shall pay and shall indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against deposited U.S.
Government Obligations or Corporate Obligations, or the principal and interest
received on such U.S. Government Obligations or Corporate Obligations, which has
been remitted by the Trustee to the U.S. government or any taxing authority.

     Section 12.06 Reinstatement. If the Trustee is unable to apply any money or
U.S. Government Obligations or Corporate Obligations in accordance with this
Article XII by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Issuer's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article XII until such time as the Trustee
is permitted to apply all such money, U.S. Government Obligations or Corporate
Obligations in accordance with this Article XII; provided, however, that, if the
Issuer has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Issuer shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money, U.S. Government Obligations or Corporate Obligations held by the Trustee.

                                  ARTICLE XIII

                                  MISCELLANEOUS

     Section 13.01 Right of Trustee to Perform. If the Issuer for any reason
fails to observe or punctually to perform any of its obligations to the Trustee,
whether under this Indenture or any of the other Related Documents or otherwise,
the Trustee shall have power (but shall have no obligation), on behalf of or in
the name of the Issuer or otherwise, to perform such obligations and to take any
steps which the Trustee may, in its absolute discretion, consider appropriate
with a view to remedying, or mitigating the consequences of, such failure by the
Issuer; provided that no exercise or failure to exercise this power by the
Trustee shall in any way prejudice the Trustee's other rights under this
Indenture or any of the other Related Documents.



                                                                             150


     Section 13.02 Waiver. Any waiver by any party of any provision of this
Indenture or any right, remedy or option hereunder shall only prevent and estop
such party from thereafter enforcing such provision, right, remedy or option if
such waiver is given in writing and only as to the specific instance and for the
specific purpose for which such waiver was given. The failure or refusal of any
party hereto to insist in any one or more instances, or in a course of dealing,
upon the strict performance of any of the terms or provisions of this Indenture
by any party hereto or the partial exercise of any right, remedy or option
hereunder shall not be construed as a waiver or relinquishment of any such term
or provision, but the same shall continue in full force and effect. No failure
on the part of the Trustee to exercise, and no delay on its part in exercising,
any right or remedy under this Indenture will operate as a waiver thereof, nor
will any single or partial exercise of any right or remedy preclude any other or
further exercise thereof or the exercise of any other right or remedy. The
rights and remedies provided in this Indenture are cumulative and not exclusive
of any rights or remedies provided by law. The Trustee shall notify the Paying
Agent promptly of any waiver by any party of any provision of this Indenture
pursuant to this Section 13.02.

     Section 13.03 Severability. In the event that any provision of this
Indenture or the application thereof to any party hereto or to any circumstance
or in any jurisdiction governing this Indenture shall, to any extent, be invalid
or unenforceable under any applicable statute, regulation or rule of law, then
such provision shall be deemed inoperative to the extent that it is invalid or
unenforceable and the remainder of this Indenture, and the application of any
such invalid or unenforceable provision to the parties, jurisdictions or
circumstances other than to whom or to which it is held invalid or
unenforceable, shall not be affected thereby nor shall the same affect the
validity or enforceability of this Indenture. The parties hereto further agree
that the holding by any court of competent jurisdiction that any remedy pursued
by the Trustee hereunder is unavailable or unenforceable shall not affect in any
way the ability of the Trustee to pursue any other remedy available to it.

     Section 13.04 Restrictions on Exercise of Certain Rights. (a) The Trustee
and, during the continuance of a payment Default with respect to the Senior
Class, the Senior Trustee, in its capacity as trustee of such class and except
as otherwise provided in Section 4.04 hereof, may sue for recovery or take any
other steps for the purpose of recovering any of the obligations hereunder or
any other debts or liabilities whatsoever owing to it by the Issuer. Each of the
parties hereto and each Holder by virtue of its acceptance of the Securities
(other than the Trustee) hereby agrees that it shall not take any steps for the
purpose of procuring the appointment of an administrative receiver, Irish law
examiner, receiver or similar officer or the making of an administration order
or for instituting any bankruptcy, reorganization, arrangement, insolvency,
winding up, liquidation, composition, Irish law examinership or any like
proceedings under the laws of Ireland.

          (b) If after the occurrence and continuance of an Event of Default,
the obligations of the Issuer in respect of the Securities and any other claims
of any Secured Party will be limited to the net proceeds of the disposal and/or
realization of the Collateral by the Security Trustee pursuant to the provisions
of the Indentures and the Security Trust Agreement, the Secured Parties shall
have no further claim against the Issuer in respect of such unpaid amounts and
will accordingly not have any right hereunder to be able to petition for the
winding up of the Issuer or to take any steps for the purpose of procuring the
appointment of an



                                                                             151


administrative receiver, Irish law examiner, receiver or similar officer or the
making of an administration order or for instituting any bankruptcy,
reorganization, arrangement, insolvency, winding up, liquidation, composition,
Irish law examinership or any like proceedings under the laws of Ireland as a
consequence of such shortfall.

     Section 13.05 Notices. All notices, demands, certificates, requests,
directions, instructions and communications hereunder ("Notices") shall be in
writing and shall be effective (a) upon receipt when sent through the mails,
registered or certified mail, return receipt requested, postage prepaid, with
such receipt to be effective the date of delivery indicated on the return
receipt, or (b) one Business Day after delivery to an overnight courier, or (c)
on the date personally delivered to an authorized officer of the party to which
sent, or (d) on the date transmitted by legible telecopier transmission with a
confirmation of receipt, in all cases addressed to the recipient as follows:

     if to the Issuer, to:

               ACS Aircraft Finance Ireland plc
               25/28 North Wall Quay
               International Financial Services Centre
               Dublin 1
               Ireland
               Attention: Secretary
               Fax: +353 (1) 649-2649

               with a copy to:

               Aircastle Advisor LLC
               300 First Stamford Place, 5th Floor
               Stamford, CT 06902
               Attention: Lease Management
               Fax: (203) 504-1021

     if to the Guarantor, to:

               ACS Aircraft Finance Bermuda Limited
               Clarendon House
               2 Church Street
               Hamilton HM11
               Bermuda
               Attention: The Company Secretary
               Fax: +1 (441) 292-6720

               with a copy to:

               Aircastle Advisor LLC
               300 First Stamford Place, 5th Floor
               Stamford, CT 06902



                                                                             152


               Attention: Lease Management
               Fax: (203) 504-1021

     if to the Administrative Agent, to:

               Aircastle Advisor LLC
               300 First Stamford Place, 5th Floor
               Stamford, CT 06902
               Attention: Lease Management
               Fax: (203) 504-1021

     if to the Irish Remarketing Servicer, to:

               Aircastle Advisor (Ireland) Limited
               Harcourt Centre
               Harcourt Road
               Dublin 2
               Ireland
               Attention: Lease Management
               Fax: +353 (1) 477-3313

     if to the Bermudian Remarketing Servicer, to:

               Aircastle Advisor LLC
               300 First Stamford Place, 5th Floor
               Stamford, CT 06902
               Attention:  Lease Management
               Fax: (203) 504-1021

     if to the Cash Manager, to:

               Deutsche Bank Trust Company Americas
               60 Wall Street, 26th Floor
               New York, New York 10005
               Attn: Structured Finance Services/Trust & Securities Services
               Fax: (212) 553-2459

     with a copy to:

               Deutsche Bank International Limited
               Global Transaction Banking Trust and Securities Services
               Floor 4
               St. Paul's Gate
               New Street



                                                                             153


               Jersey, Channel Islands
               Attn: The Directors, Deutsche International Corporate
                     Services Limited
               Fax: 00 44 1534 889884

     if to the Initial Credit Facility Provider, to:

               Calyon
               9, quai du President Paul Doumer
               92920 Paris la Defense cedex
               France
               Attn: Hassan Azoulary (Securitisation Group - Middle Office)
               Fax: +331 5787 1756

     if to the Trustee, the Registrar or the Paying Agent, to:

               Deutsche Bank Trust Company Americas
               60 Wall Street, 26th Floor
               New York, New York 10005
               Attn: Structured Finance Services/Trust & Securities Services
               Fax: (212) 553-2459

     if to the Policy Provider, to:

               Financial Guaranty Insurance Company
               125 Park Avenue
               New York, New York 10017
               Attention: Surveillance, Commercial Structured Finance
               Fax: (212) 312-3220

     if to the Drawing Agent, to:

               Deutsche Bank Trust Company Americas
               60 Wall Street, 26th Floor
               New York, New York 10005
               Attn: Structured Finance Services/Trust & Securities Services
               Fax: (212) 553-2459

     for so long as the Securities are listed on the Alternative Securities
     Market of the Irish Stock Exchange, if to the Irish Listing Agent, to:

               A&L Listing Limited
               North Wall Quay
               International Financial Services Centre
               Dublin 1



                                                                             154


               Ireland
               Attention: Aideen Lee
               Fax: +353 1 649-2649

     for so long as the Securities are listed on the Alternative Securities
     Market of the Irish Stock Exchange, if to the Irish Paying Agent, to:

               Deutsche International Corporate Services (Ireland) Limited
               5 Harbourmaster Place
               International Financial Services Centre
               Dublin 1
               Ireland
               Attention: Directors
               Fax: +353 1 680-6050

     A copy of each notice given hereunder to any party hereto shall also be
given to each of the other parties hereto. Each party hereto may, by notice
given in accordance herewith to each of the other parties hereto, designate any
further or different address to which subsequent Notices shall be sent.

     Section 13.06 Assignments; Third Party Beneficiary. This Indenture shall be
a continuing obligation of the Issuer and shall (i) be binding upon the Issuer
and its successors and assigns and (ii) inure to the benefit of and be
enforceable by the Trustee, and by its successors, transferees and assigns. The
Issuer may not assign any of its obligations under this Indenture, or delegate
any of its duties hereunder. Each Hedge Provider and each provider of an
Eligible Credit Facility shall be a third party beneficiary of this Indenture.

     Section 13.07 Currency Conversion. (a) If any amount is received or
recovered by the Cash Manager or the Trustee in respect of this Indenture or any
part thereof (whether as a result of the enforcement of the security created
under the Security Trust Agreement or pursuant to this Indenture or any judgment
or order of any court or in the liquidation or dissolution of the Issuer or by
way of damages for any breach of any obligation to make any payment under or in
respect of the Issuer's obligations hereunder or any part thereof or otherwise)
in a currency (the "Received Currency") other than the currency in which such
amount was expressed to be payable (the "Agreed Currency"), then the amount in
the Received Currency actually received or recovered by the Trustee or the Cash
Manager shall, to the fullest extent permitted by Applicable Law, only
constitute a discharge to the Issuer to the extent of the amount of the Agreed
Currency which the Cash Manager or the Trustee was or would have been able in
accordance with its normal procedures to purchase on the date of actual receipt
or recovery (or, if that is not practicable, on the next date on which it is so
practicable), and, if the amount of the Agreed Currency which the Cash Manager
or Trustee is or would have been so able to purchase is less than the amount of
the Agreed Currency which was originally payable by the Issuer, the Issuer shall
pay to the Cash Manager such amount as the Cash Manager shall determine to be
necessary to indemnify the Trustee and the Cash Manager against any Loss
sustained by it as a result (including the cost of making any such purchase and
any premiums, commissions or other charges paid or Incurred in connection
therewith) and so that such indemnity, to the fullest extent



                                                                             155


permitted by Applicable Law, (i) shall constitute a separate and independent
obligation of the Issuer distinct from its obligation to discharge the amount
which was originally payable by the Issuer and (ii) shall give rise to a
separate and independent cause of action and apply irrespective of any
indulgence granted by the Cash Manager or the Trustee and continue in full force
and effect notwithstanding any judgment, order, claim or proof for a liquidated
amount in respect of the amount originally payable by the Issuer or any judgment
or order and no proof or evidence of any actual loss shall be required.

          (b) For the purpose of or pending the discharge of any of the moneys
and liabilities hereby secured the Cash Manager may convert any moneys received,
recovered or realized by the Cash Manager under this Indenture (including the
proceeds of any previous conversion under this Section 13.07) from their
existing currency of denomination into the currency of denomination (if
different) of such moneys and liabilities and any conversion from one currency
to another for the purposes of any of the foregoing shall be made at the
Trustee's then prevailing spot selling rate at its office by which such
conversion is made. If not otherwise required to be applied in the Received
Currency, the Cash Manager, acting on behalf of the Security Trustee, shall
promptly convert any moneys in such Received Currency other than U.S. dollars
into U.S. dollars. Each previous reference in this section to a currency extends
to funds of that currency and funds of one currency may be converted into
different funds of the same currency.

     Section 13.08 Application to Court. The Senior Trustee may at any time
after the service of a Default Notice apply to any court of competent
jurisdiction for an order that the terms of this Indenture be carried into
execution under the direction of such court and for the appointment of a
Receiver of the Collateral or any part thereof and for any other order in
relation to the administration of this Indenture as the Senior Trustee shall
deem fit and it may assent to or approve any application to any court of
competent jurisdiction made at the instigation of any of the Holders or the
Policy Provider and shall be indemnified by the Issuer against all costs,
charges and expenses Incurred by it in relation to any such application or
proceedings.

     Section 13.09 Governing Law. THIS INDENTURE SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

     Section 13.10 Jurisdiction. (a) Each of the parties hereto agrees that the
United States federal and New York State courts located in The City of New York
shall have jurisdiction to hear and determine any suit, action or proceeding,
and to settle any disputes, which may arise out of or in connection with this
Indenture and, for such purposes, submits to the jurisdiction of such courts.
Each of the parties hereto waives any objection which it might now or hereafter
have to the United States federal or New York State courts located in The City
of New York being nominated as the forum to hear and determine any suit, action
or proceeding, and to settle any disputes, which may arise out of or in
connection with this Indenture and agrees not to claim that any such court is
not a convenient or appropriate forum. Each of the parties hereto (except for
the Cash Manager, the Trustee, the Drawing Agent, the Initial Credit Facility
Provider and the Policy Provider) agrees that the process by which any suit,
action or proceeding is begun may be



                                                                             156


served on it by being delivered in connection with any suit, action or
proceeding in The City of New York to Corporation Service Company, with an
office on the date hereof at 1133 Avenue of the Americas, Suite 3100, New York,
New York 10036 and each of the parties hereby appoints Corporation Service
Company, its designee, appointee and agent to receive, accept and acknowledge
for and on its behalf such service of legal process, with the exception of the
Trustee and the Policy Provider, who hereby consents to receive any such service
of process directly at the address set forth in Section 13.05 herein, and the
Initial Credit Facility Provider, who hereby consents to receive any such
service of process at Calyon Building, 1301 Avenue of the Americas, New York,
New York 10019.

          (b) The submission to the jurisdiction of the courts referred to in
Section 13.10(a) hereof shall not (and shall not be construed so as to) limit
the right of the Trustee to take proceedings against the Issuer in any other
court of 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.

          (c) Each of the parties hereto hereby consents generally in respect of
any legal action or proceeding arising out of or in connection with this
Indenture to the giving of any relief or the issue of any process in connection
with such action or proceeding, including 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 proceeding.

     Section 13.11 Counterparts. This Indenture may be executed in two or more
counterparts by the parties hereto, and each such counterpart shall be
considered an original and all such counterparts shall constitute one and the
same instrument.

     Section 13.12 Table of Contents, Headings, Etc. The Table of Contents and
headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof and shall
in no way modify or restrict any of the terms and provisions hereof.

     Section 13.13 Compliance with Applicable Anti-Terrorism and Anti-Money
Laundering Regulations. In order to comply with the laws, rules, regulations and
executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money
laundering (collectively, "Applicable Regulations"), the Trustee is required to
obtain, verify and record certain information relating to individuals and
entities which maintain a business relationship with the Trustee. Accordingly,
each of the parties agrees to provide to the Trustee upon its request from time
to time such identifying information and documentation as may be available for
such party in order to enable the Trustee to comply with such Applicable
Regulations.



          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, all as of the date first written above.

                                        SIGNED SEALED AND DELIVERED

                                        On behalf of ACS AIRCRAFT FINANCE
                                           IRELAND PLC, as the Issuer

                                        by its duly appointed attorney


                                        By /s/ J. P. Clarkin
                                           -------------------------------------
                                           Name:  J. P. Clarkin
                                           Title: Director


                                        in the presence of:


                                        By /s/ Eoin Kealy
                                           -------------------------------------
                                           Name:  Eoin Kealy
                                           Title: Trainee Solicitor





                                        ACS AIRCRAFT FINANCE BERMUDA LIMITED, as
                                           the Guarantor


                                        By /s/ Mark Schulte
                                           -------------------------------------
                                           Name:  Mark Schulte
                                           Title: Director





                                        DEUTSCHE BANK TRUST COMPANY AMERICAS, as
                                           the Trustee


                                        By /s/ Eileen M. Hughes
                                           -------------------------------------
                                           Name:  Eileen M. Hughes
                                           Title: Vice President


                                        By /s/ Louis Bodi
                                           -------------------------------------
                                           Name:  Louis Bodi
                                           Title: Vice President


                                        DEUTSCHE BANK TRUST COMPANY AMERICAS, as
                                           the Cash Manager


                                        By /s/ Eileen M. Hughes
                                           -------------------------------------
                                           Name:  Eileen M. Hughes
                                           Title: Vice President


                                        By /s/ Louis Bodi
                                           -------------------------------------
                                           Name:  Louis Bodi
                                           Title: Vice President


                                        DEUTSCHE BANK TRUST COMPANY AMERICAS, as
                                           the Drawing Agent


                                        By /s/ Eileen M. Hughes
                                           -------------------------------------
                                           Name:  Eileen M. Hughes
                                           Title: Vice President


                                        By /s/ Louis Bodi
                                           -------------------------------------
                                           Name:  Louis Bodi
                                           Title: Vice President



                                        CALYON, as the Initial Credit Facility
                                           Provider


                                        By /s/ Thierry Sebton
                                           -------------------------------------
                                           Name:  Thierry Sebton
                                           Title: M.D.


                                        By /s/ C. Champion
                                           -------------------------------------
                                           Name:  C. Champion
                                           Title: Executive Director



                                        FINANCIAL GUARANTY INSURANCE COMPANY, as
                                           the Policy Provider


                                        By /s/ Peter Cardinale
                                           -------------------------------------
                                           Name:  Peter Cardinale
                                           Title: Director





                                   SCHEDULE 1

                                INITIAL AIRCRAFT

Type of Aircraft   Manufacturer's Serial Number
----------------   ----------------------------
Airbus A330-300                 370
Airbus A330-300                 375
Boeing 767-300ER              24844
Boeing 767-200ER              24894



                                                                               2


                                   SCHEDULE 2

                            ACS IRELAND SUBSIDIARIES

Entity                     Jurisdiction of Organization
------------------------   ----------------------------
Aircraft MSN 370 Trust     Utah
Aircraft MSN 375 Trust     Utah
Aircraft MSN 24844 Trust   Utah
Aircraft MSN 24894 Trust   Utah



                                   SCHEDULE 3

                        MINIMUM TARGET PRINCIPAL BALANCE

  PAYMENT DATE      MINIMUM TARGET
  OCCURRING IN    PRINCIPAL BALANCE
---------------   -----------------
June, 2006           560,000,000
July, 2006           558,251,647
August, 2006         556,495,991
September, 2006      554,733,014
October, 2006        552,962,695
November, 2006       551,185,015
December, 2006       549,399,955
January, 2007        547,607,495
February, 2007       545,807,616
March, 2007          544,000,297
April, 2007          542,185,521
May, 2007            540,363,265
June, 2007           538,533,512
July, 2007           536,696,240
August, 2007         534,851,431
September, 2007      532,999,064
October, 2007        531,139,120
November, 2007       529,271,578
December, 2007       527,396,418
January, 2008        525,513,621
February, 2008       523,623,166
March, 2008          521,725,033
April, 2008          519,819,202
May, 2008            517,905,652
June, 2008           515,984,364
July, 2008           514,055,317
August, 2008         512,118,490
September, 2008      510,173,863
October, 2008        508,221,416
November, 2008       506,261,129
December, 2008       504,292,980
January, 2009        502,316,948
February, 2009       500,333,015
March, 2009          498,341,157
April, 2009          496,341,356
May, 2009            494,333,589
June, 2009           492,317,837
July, 2009           490,294,077
August, 2009         488,262,290
September, 2009      486,222,455
October, 2009        484,174,550
November, 2009       482,118,553
December, 2009       480,054,445
January, 2010        477,982,204
February, 2010       475,901,808
March, 2010          473,813,237
April, 2010          471,716,468
May, 2010            469,611,481
June, 2010           467,498,255
July, 2010           465,376,767
August, 2010         463,246,996
September, 2010      461,108,921
October, 2010        458,962,519
November, 2010       456,807,770
December, 2010       454,644,652
January, 2011        452,473,143
February, 2011       450,293,220
March, 2011          448,104,863
April, 2011          445,908,049
May, 2011            443,702,756
June, 2011           441,488,962
July, 2011           435,184,826
August, 2011         428,926,828
September, 2011      422,715,252
October, 2011        416,550,380
November, 2011       410,432,497
December, 2011       404,361,888
January, 2012        398,338,839
February, 2012       392,363,636
March, 2012          386,436,570
April, 2012          380,557,927
May, 2012            374,727,999
June, 2012           368,947,078
July, 2012           363,215,454
August, 2012         357,533,422
September, 2012      351,901,275
October, 2012        346,319,310
November, 2012       340,787,821
December, 2012       335,307,108
January, 2013        329,877,467
February, 2013       324,499,199
March, 2013          319,172,604
April, 2013          313,897,984
May, 2013            308,675,640
June, 2013           303,505,878
July, 2013           298,389,000
August, 2013         293,325,314
September, 2013      288,466,920
October, 2013        283,653,127
November, 2013       278,884,199
December, 2013       274,160,398
January, 2014        269,481,988
February, 2014       264,849,234
March, 2014          260,262,402
April, 2014          255,721,758
May, 2014            251,227,571



                                                                               4


  PAYMENT DATE      MINIMUM TARGET
  OCCURRING IN    PRINCIPAL BALANCE
---------------   -----------------
June, 2014           246,780,107
July, 2014           242,379,638
August, 2014         238,026,432
September, 2014      233,720,763
October, 2014        229,462,901
November, 2014       225,253,120
December, 2014       221,091,694
January, 2015        216,978,898
February, 2015       212,915,009
March, 2015          208,900,302
April, 2015          204,935,057
May, 2015            201,019,551
June, 2015           197,154,066
July, 2015           193,338,881
August, 2015         189,574,278
September, 2015      185,860,541
October, 2015        182,197,952
November, 2015       178,586,797
December, 2015       175,211,478
January, 2016        171,877,001
February, 2016       168,630,795
March, 2016          165,450,324
April, 2016          162,306,859
May, 2016            159,226,532
June, 2016           156,208,291
July, 2016           153,224,518
August, 2016         150,303,510
September, 2016      147,415,659
October, 2016        144,561,156
November, 2016       141,740,188
December, 2016       138,952,948
January, 2017        136,273,838
February, 2017       133,688,684
March, 2017          131,129,408
April, 2017          128,596,158
May, 2017            126,089,085
June, 2017           123,635,912
July, 2017           121,207,546
August, 2017         118,804,133
September, 2017      116,425,815
October, 2017        114,099,237
November, 2017       111,821,937
December, 2017       109,567,007
January, 2018        107,334,577
February, 2018       105,148,425
March, 2018          102,983,867
April, 2018          100,841,027
May, 2018             98,744,507
June, 2018            96,715,560
July, 2018            94,704,892
August, 2018          92,712,610
September, 2018       90,738,823
October, 2018         88,783,638
November, 2018        86,847,164
December, 2018        84,929,510
January, 2019         83,030,787
February, 2019        81,151,103
March, 2019           79,290,570
April, 2019           77,449,297
May, 2019             75,627,395
June, 2019            73,845,604
July, 2019            72,082,388
August, 2019          70,337,855
September, 2019       68,612,111
October, 2019         66,905,266
November, 2019        65,249,170
December, 2019        63,610,620
January, 2020         61,989,716
February, 2020        60,386,560
March, 2020           58,801,253
April, 2020           57,233,896
May, 2020             55,684,592
June, 2020            54,153,444
July, 2020            52,640,553
August, 2020          51,146,025
September, 2020       49,669,962
October, 2020         48,212,467
November, 2020        46,773,646
December, 2020        45,353,604
January, 2021         43,952,444
February, 2021        42,570,273
March, 2021           41,207,196
April, 2021           39,863,320
May, 2021             38,538,751
June, 2021            37,233,595
July, 2021            35,947,960
August, 2021          34,681,954
September, 2021       33,435,684
October, 2021         32,209,259
November, 2021        31,002,788
December, 2021        29,816,378
January, 2022         28,650,141
February, 2022        27,504,186
March, 2022           26,378,622
April, 2022           25,273,561
May, 2022             24,189,113
June, 2022            23,125,390
July, 2022            22,106,841
August, 2022          21,146,223
September, 2022       20,203,174
October, 2022         19,277,789
November, 2022        18,370,162
December, 2022        17,480,391
January, 2023         16,608,569
February, 2023        15,754,795
March, 2023           14,965,030
April, 2023           14,213,276
May, 2023             13,476,580
June, 2023            12,755,022
July, 2023            12,048,683



                                                                               5


  PAYMENT DATE      MINIMUM TARGET
  OCCURRING IN    PRINCIPAL BALANCE
---------------   -----------------
August, 2023          11,357,645
September, 2023       10,681,989
October, 2023         10,021,798
November, 2023         9,377,153
December, 2023         8,748,137
January, 2024          8,134,833
February, 2024         7,537,323
March, 2024            6,955,691
April, 2024            6,390,022
May, 2024              5,840,397
June, 2024             5,329,726
July, 2024             4,852,999
August, 2024           4,436,065
September, 2024        4,053,695
October, 2024          3,682,479
November, 2024         3,322,473
December, 2024         2,973,738
January, 2025          2,636,331
February, 2025         2,310,312
March, 2025            2,017,759
April, 2025            1,757,995
May, 2025              1,526,518
June, 2025             1,303,604
July, 2025             1,089,298
August, 2025             883,643
September, 2025          686,683
October, 2025            537,721
November, 2025           395,165
December, 2025           259,048
January, 2026            147,877
February, 2026            42,322
March, 2026                    0
April, 2026                    0
May, 2026                      0
June, 2026                     0
July, 2026                     0
August, 2026                   0
September, 2026                0
October, 2026                  0
November, 2026                 0
December, 2026                 0
January, 2027                  0
February, 2027                 0
March, 2027                    0
April, 2027                    0
May, 2027                      0
June, 2027                     0
July, 2027                     0
August, 2027                   0
September, 2027                0
October, 2027                  0
November, 2027                 0
December, 2027                 0
January, 2028                  0
February, 2028                 0
March, 2028                    0
April, 2028                    0
May, 2028                      0
June, 2028                     0
July, 2028                     0
August, 2028                   0
September, 2028                0
October, 2028                  0
November, 2028                 0
December, 2028                 0
January, 2029                  0
February, 2029                 0
March, 2029                    0
April, 2029                    0
May, 2029                      0
June, 2029                     0
July, 2029                     0
August, 2029                   0
September, 2029                0
October, 2029                  0
November, 2029                 0
December, 2029                 0
January, 2030                  0
February, 2030                 0
March, 2030                    0
April, 2030                    0
May, 2030                      0
June, 2030                     0
July, 2030                     0
August, 2030                   0
September, 2030                0
October, 2030                  0
November, 2030                 0
December, 2030                 0
January, 2031                  0
February, 2031                 0
March, 2031                    0
April, 2031                    0
May, 2031                      0
June, 2031                     0



                                                                               6


                                   SCHEDULE 4

                               NOTE POOL FACTORS

 PAYMENT DATE
 OCCURRING IN     NOTE POOL FACTOR
---------------   ----------------
June, 2006            1.0000000
July, 2006            0.9968779
August, 2006          0.9937428
September, 2006       0.9905947
October, 2006         0.9874334
November, 2006        0.9842590
December, 2006        0.9810713
January, 2007         0.9778705
February, 2007        0.9746565
March, 2007           0.9714291
April, 2007           0.9681884
May, 2007             0.9649344
June, 2007            0.9616670
July, 2007            0.9583861
August, 2007          0.9550918
September, 2007       0.9517840
October, 2007         0.9484627
November, 2007        0.9451278
December, 2007        0.9417793
January, 2008         0.9384172
February, 2008        0.9350414
March, 2008           0.9316518
April, 2008           0.9282486
May, 2008             0.9248315
June, 2008            0.9214006
July, 2008            0.9179559
August, 2008          0.9144973
September, 2008       0.9110248
October, 2008         0.9075382
November, 2008        0.9040377
December, 2008        0.9005232
January, 2009         0.8969946
February, 2009        0.8934518
March, 2009           0.8898949
April, 2009           0.8863238
May, 2009             0.8827386
June, 2009            0.8791390
July, 2009            0.8755251
August, 2009          0.8718969
September, 2009       0.8682544
October, 2009         0.8645974
November, 2009        0.8609260
December, 2009        0.8572401
January, 2010         0.8535396
February, 2010        0.8498247
March, 2010           0.8460951
April, 2010           0.8423508
May, 2010             0.8385919
June, 2010            0.8348183
July, 2010            0.8310299
August, 2010          0.8272268
September, 2010       0.8234088
October, 2010         0.8195759
November, 2010        0.8157282
December, 2010        0.8118655
January, 2011         0.8079878
February, 2011        0.8040950
March, 2011           0.8001873
April, 2011           0.7962644
May, 2011             0.7923263
June, 2011            0.7775888
July, 2011            0.7641957
August, 2011          0.7507295
September, 2011       0.7357306
October, 2011         0.7221143
November, 2011        0.7084598
December, 2011        0.6946009
January, 2012         0.6794717
February, 2012        0.6656621
March, 2012           0.6515447
April, 2012           0.6361937
May, 2012             0.6222532
June, 2012            0.6065583
July, 2012            0.5924799
August, 2012          0.5782855
September, 2012       0.5636446
October, 2012         0.5479899
November, 2012        0.5336508
December, 2012        0.5187913
January, 2013         0.5029222
February, 2013        0.4884764
March, 2013           0.4734541
April, 2013           0.4574771
May, 2013             0.4428284
June, 2013            0.4274818
July, 2013            0.4113027
August, 2013          0.3939376
September, 2013       0.3789162
October, 2013         0.3632483
November, 2013        0.3489531
December, 2013        0.3339348
January, 2014         0.3182989
February, 2014        0.3040772
March, 2014           0.2890935
April, 2014           0.2743269
May, 2014             0.2596217



                                                                               7


 PAYMENT DATE
 OCCURRING IN     NOTE POOL FACTOR
---------------   ----------------
June, 2014            0.2447841
July, 2014            0.2294586
August, 2014          0.2140247
September, 2014       0.1988930
October, 2014         0.1833581
November, 2014        0.1677079
December, 2014        0.1525189
January, 2015         0.1372642
February, 2015        0.1219378
March, 2015           0.1069095
April, 2015           0.0914405
May, 2015             0.0759859
June, 2015            0.0605357
July, 2015            0.0449406
August, 2015          0.0292123
September, 2015       0.0134617
October, 2015         0.0000000
November, 2015        0.0000000
December, 2015        0.0000000
January, 2016         0.0000000
February, 2016        0.0000000
March, 2016           0.0000000
April, 2016           0.0000000
May, 2016             0.0000000
June, 2016            0.0000000
July, 2016            0.0000000
August, 2016          0.0000000
September, 2016       0.0000000
October, 2016         0.0000000
November, 2016        0.0000000
December, 2016        0.0000000
January, 2017         0.0000000
February, 2017        0.0000000
March, 2017           0.0000000
April, 2017           0.0000000
May, 2017             0.0000000
June, 2017            0.0000000
July, 2017            0.0000000
August, 2017          0.0000000
September, 2017       0.0000000
October, 2017         0.0000000
November, 2017        0.0000000
December, 2017        0.0000000
January, 2018         0.0000000
February, 2018        0.0000000
March, 2018           0.0000000
April, 2018           0.0000000
May, 2018             0.0000000
June, 2018            0.0000000
July, 2018            0.0000000
August, 2018          0.0000000
September, 2018       0.0000000
October, 2018         0.0000000
November, 2018        0.0000000
December, 2018        0.0000000
January, 2019         0.0000000
February, 2019        0.0000000
March, 2019           0.0000000
April, 2019           0.0000000
May, 2019             0.0000000
June, 2019            0.0000000
July, 2019            0.0000000
August, 2019          0.0000000
September, 2019       0.0000000
October, 2019         0.0000000
November, 2019        0.0000000
December, 2019        0.0000000
January, 2020         0.0000000
February, 2020        0.0000000
March, 2020           0.0000000
April, 2020           0.0000000
May, 2020             0.0000000
June, 2020            0.0000000
July, 2020            0.0000000
August, 2020          0.0000000
September, 2020       0.0000000
October, 2020         0.0000000
November, 2020        0.0000000
December, 2020        0.0000000
January, 2021         0.0000000
February, 2021        0.0000000
March, 2021           0.0000000
April, 2021           0.0000000
May, 2021             0.0000000
June, 2021            0.0000000
July, 2021            0.0000000
August, 2021          0.0000000
September, 2021       0.0000000
October, 2021         0.0000000
November, 2021        0.0000000
December, 2021        0.0000000
January, 2022         0.0000000
February, 2022        0.0000000
March, 2022           0.0000000
April, 2022           0.0000000
May, 2022             0.0000000
June, 2022            0.0000000
July, 2022            0.0000000
August, 2022          0.0000000
September, 2022       0.0000000
October, 2022         0.0000000
November, 2022        0.0000000
December, 2022        0.0000000
January, 2023         0.0000000
February, 2023        0.0000000
March, 2023           0.0000000
April, 2023           0.0000000
May, 2023             0.0000000
June, 2023            0.0000000
July, 2023            0.0000000



                                                                               8


 PAYMENT DATE
 OCCURRING IN     NOTE POOL FACTOR
---------------   ----------------
August, 2023          0.0000000
September, 2023       0.0000000
October, 2023         0.0000000
November, 2023        0.0000000
December, 2023        0.0000000
January, 2024         0.0000000
February, 2024        0.0000000
March, 2024           0.0000000
April, 2024           0.0000000
May, 2024             0.0000000
June, 2024            0.0000000
July, 2024            0.0000000
August, 2024          0.0000000
September, 2024       0.0000000
October, 2024         0.0000000
November, 2024        0.0000000
December, 2024        0.0000000
January, 2025         0.0000000
February, 2025        0.0000000
March, 2025           0.0000000
April, 2025           0.0000000
May, 2025             0.0000000
June, 2025            0.0000000
July, 2025            0.0000000
August, 2025          0.0000000
September, 2025       0.0000000
October, 2025         0.0000000
November, 2025        0.0000000
December, 2025        0.0000000
January, 2026         0.0000000
February, 2026        0.0000000
March, 2026           0.0000000
April, 2026           0.0000000
May, 2026             0.0000000
June, 2026            0.0000000
July, 2026            0.0000000
August, 2026          0.0000000
September, 2026       0.0000000
October, 2026         0.0000000
November, 2026        0.0000000
December, 2026        0.0000000
January, 2027         0.0000000
February, 2027        0.0000000
March, 2027           0.0000000
April, 2027           0.0000000
May, 2027             0.0000000
June, 2027            0.0000000
July, 2027            0.0000000
August, 2027          0.0000000
September, 2027       0.0000000
October, 2027         0.0000000
November, 2027        0.0000000
December, 2027        0.0000000
January, 2028         0.0000000
February, 2028        0.0000000
March, 2028           0.0000000
April, 2028           0.0000000
May, 2028             0.0000000
June, 2028            0.0000000
July, 2028            0.0000000
August, 2028          0.0000000
September, 2028       0.0000000
October, 2028         0.0000000
November, 2028        0.0000000
December, 2028        0.0000000
January, 2029         0.0000000
February, 2029        0.0000000
March, 2029           0.0000000
April, 2029           0.0000000
May, 2029             0.0000000
June, 2029            0.0000000
July, 2029            0.0000000
August, 2029          0.0000000
September, 2029       0.0000000
October, 2029         0.0000000
November, 2029        0.0000000
December, 2029        0.0000000
January, 2030         0.0000000
February, 2030        0.0000000
March, 2030           0.0000000
April, 2030           0.0000000
May, 2030             0.0000000
June, 2030            0.0000000
July, 2030            0.0000000
August, 2030          0.0000000
September, 2030       0.0000000
October, 2030         0.0000000
November, 2030        0.0000000
December, 2030        0.0000000
January, 2031         0.0000000
February, 2031        0.0000000
March, 2031           0.0000000
April, 2031           0.0000000
May, 2031             0.0000000
June, 2031            0.0000000



                                                                               9


                                   SCHEDULE 5

                           EXTENDED NOTE POOL FACTORS

 PAYMENT DATE     EXTENDED NOTE
 OCCURRING IN      POOL FACTOR
---------------   -------------
June, 2006          1.0000000
July, 2006          0.9968779
August, 2006        0.9937428
September, 2006     0.9905947
October, 2006       0.9874334
November, 2006      0.9842590
December, 2006      0.9810713
January, 2007       0.9778705
February, 2007      0.9746565
March, 2007         0.9714291
April, 2007         0.9681884
May, 2007           0.9649344
June, 2007          0.9616670
July, 2007          0.9583861
August, 2007        0.9550918
September, 2007     0.9517840
October, 2007       0.9484627
November, 2007      0.9451278
December, 2007      0.9417793
January, 2008       0.9384172
February, 2008      0.9350414
March, 2008         0.9316518
April, 2008         0.9282486
May, 2008           0.9248315
June, 2008          0.9214006
July, 2008          0.9179559
August, 2008        0.9144973
September, 2008     0.9110248
October, 2008       0.9075382
November, 2008      0.9040377
December, 2008      0.9005232
January, 2009       0.8969946
February, 2009      0.8934518
March, 2009         0.8898949
April, 2009         0.8863238
May, 2009           0.8827386
June, 2009          0.8791390
July, 2009          0.8755251
August, 2009        0.8718969
September, 2009     0.8682544
October, 2009       0.8645974
November, 2009      0.8609260
December, 2009      0.8572401
January, 2010       0.8535396
February, 2010      0.8498247
March, 2010         0.8460951
April, 2010         0.8423508
May, 2010           0.8385919
June, 2010          0.8348183
July, 2010          0.8310299
August, 2010        0.8272268
September, 2010     0.8234088
October, 2010       0.8195759
November, 2010      0.8157282
December, 2010      0.8118655
January, 2011       0.8079878
February, 2011      0.8040950
March, 2011         0.8001873
April, 2011         0.7962644
May, 2011           0.7923263
June, 2011          0.7883731
July, 2011          0.7740836
August, 2011        0.7598836
September, 2011     0.7457738
October, 2011       0.7317547
November, 2011      0.7178269
December, 2011      0.7039909
January, 2012       0.6902473
February, 2012      0.6765967
March, 2012         0.6630397
April, 2012         0.6495768
May, 2012           0.6362086
June, 2012          0.6229358
July, 2012          0.6097588
August, 2012        0.5966784
September, 2012     0.5836950
October, 2012       0.5708092
November, 2012      0.5580217
December, 2012      0.5453331
January, 2013       0.5327439
February, 2013      0.5202547
March, 2013         0.5078662
April, 2013         0.4955789
May, 2013           0.4833935
June, 2013          0.4713106
July, 2013          0.4593307
August, 2013        0.4426778
September, 2013     0.4311388
October, 2013       0.4196994
November, 2013      0.4083605
December, 2013      0.3971224
January, 2014       0.3859860
February, 2014      0.3749516
March, 2014         0.3640200



                                                                              10


 PAYMENT DATE     EXTENDED NOTE
 OCCURRING IN      POOL FACTOR
---------------   -------------
April, 2014         0.3531918
May, 2014           0.3424674
June, 2014          0.3318477
July, 2014          0.3213331
August, 2014        0.3109242
September, 2014     0.3006217
October, 2014       0.2904263
November, 2014      0.2803384
December, 2014      0.2703587
January, 2015       0.2604879
February, 2015      0.2507266
March, 2015         0.2410753
April, 2015         0.2315348
May, 2015           0.2221056
June, 2015          0.2127884
July, 2015          0.2035838
August, 2015        0.1944925
September, 2015     0.1855150
October, 2015       0.1766521
November, 2015      0.1624715
December, 2015      0.1542281
January, 2016       0.1447683
February, 2016      0.1360915
March, 2016         0.1283129
April, 2016         0.1199784
May, 2016           0.1118163
June, 2016          0.1044443
July, 2016          0.0965465
August, 2016        0.0894268
September, 2016     0.0824023
October, 2016       0.0754737
November, 2016      0.0686414
December, 2016      0.0607204
January, 2017       0.0532931
February, 2017      0.0470249
March, 2017         0.0408423
April, 2017         0.0347457
May, 2017           0.0284988
June, 2017          0.0226287
July, 2017          0.0168433
August, 2017        0.0111430
September, 2017     0.0054804
October, 2017       0.0000000
November, 2017      0.0000000
December, 2017      0.0000000
January, 2018       0.0000000
February, 2018      0.0000000
March, 2018         0.0000000
April, 2018         0.0000000
May, 2018           0.0000000
June, 2018          0.0000000
July, 2018          0.0000000
August, 2018        0.0000000
September, 2018     0.0000000
October, 2018       0.0000000
November, 2018      0.0000000
December, 2018      0.0000000
January, 2019       0.0000000
February, 2019      0.0000000
March, 2019         0.0000000
April, 2019         0.0000000
May, 2019           0.0000000
June, 2019          0.0000000
July, 2019          0.0000000
August, 2019        0.0000000
September, 2019     0.0000000
October, 2019       0.0000000
November, 2019      0.0000000
December, 2019      0.0000000
January, 2020       0.0000000
February, 2020      0.0000000
March, 2020         0.0000000
April, 2020         0.0000000
May, 2020           0.0000000
June, 2020          0.0000000
July, 2020          0.0000000
August, 2020        0.0000000
September, 2020     0.0000000
October, 2020       0.0000000
November, 2020      0.0000000
December, 2020      0.0000000
January, 2021       0.0000000
February, 2021      0.0000000
March, 2021         0.0000000
April, 2021         0.0000000
May, 2021           0.0000000
June, 2021          0.0000000
July, 2021          0.0000000
August, 2021        0.0000000
September, 2021     0.0000000
October, 2021       0.0000000
November, 2021      0.0000000
December, 2021      0.0000000
January, 2022       0.0000000
February, 2022      0.0000000
March, 2022         0.0000000
April, 2022         0.0000000
May, 2022           0.0000000
June, 2022          0.0000000
July, 2022          0.0000000
August, 2022        0.0000000
September, 2022     0.0000000
October, 2022       0.0000000
November, 2022      0.0000000
December, 2022      0.0000000
January, 2023       0.0000000
February, 2023      0.0000000
March, 2023         0.0000000



                                                                              11


 PAYMENT DATE     EXTENDED NOTE
 OCCURRING IN      POOL FACTOR
---------------   -------------
April, 2023         0.0000000
May, 2023           0.0000000
June, 2023          0.0000000
July, 2023          0.0000000
August, 2023        0.0000000
September, 2023     0.0000000
October, 2023       0.0000000
November, 2023      0.0000000
December, 2023      0.0000000
January, 2024       0.0000000
February, 2024      0.0000000
March, 2024         0.0000000
April, 2024         0.0000000
May, 2024           0.0000000
June, 2024          0.0000000
July, 2024          0.0000000
August, 2024        0.0000000
September, 2024     0.0000000
October, 2024       0.0000000
November, 2024      0.0000000
December, 2024      0.0000000
January, 2025       0.0000000
February, 2025      0.0000000
March, 2025         0.0000000
April, 2025         0.0000000
May, 2025           0.0000000
June, 2025          0.0000000
July, 2025          0.0000000
August, 2025        0.0000000
September, 2025     0.0000000
October, 2025       0.0000000
November, 2025      0.0000000
December, 2025      0.0000000
January, 2026       0.0000000
February, 2026      0.0000000
March, 2026         0.0000000
April, 2026         0.0000000
May, 2026           0.0000000
June, 2026          0.0000000
July, 2026          0.0000000
August, 2026        0.0000000
September, 2026     0.0000000
October, 2026       0.0000000
November, 2026      0.0000000
December, 2026      0.0000000
January, 2027       0.0000000
February, 2027      0.0000000
March, 2027         0.0000000
April, 2027         0.0000000
May, 2027           0.0000000
June, 2027          0.0000000
July, 2027          0.0000000
August, 2027        0.0000000
September, 2027     0.0000000
October, 2027       0.0000000
November, 2027      0.0000000
December, 2027      0.0000000
January, 2028       0.0000000
February, 2028      0.0000000
March, 2028         0.0000000
April, 2028         0.0000000
May, 2028           0.0000000
June, 2028          0.0000000
July, 2028          0.0000000
August, 2028        0.0000000
September, 2028     0.0000000
October, 2028       0.0000000
November, 2028      0.0000000
December, 2028      0.0000000
January, 2029       0.0000000
February, 2029      0.0000000
March, 2029         0.0000000
April, 2029         0.0000000
May, 2029           0.0000000
June, 2029          0.0000000
July, 2029          0.0000000
August, 2029        0.0000000
September, 2029     0.0000000
October, 2029       0.0000000
November, 2029      0.0000000
December, 2029      0.0000000
January, 2030       0.0000000
February, 2030      0.0000000
March, 2030         0.0000000
April, 2030         0.0000000
May, 2030           0.0000000
June, 2030          0.0000000
July, 2030          0.0000000
August, 2030        0.0000000
September, 2030     0.0000000
October, 2030       0.0000000
November, 2030      0.0000000
December, 2030      0.0000000
January, 2031       0.0000000
February, 2031      0.0000000
March, 2031         0.0000000
April, 2031         0.0000000
May, 2031           0.0000000
June, 2031          0.0000000



                                                                              12


                                   SCHEDULE 6

                        CURRENT WAR RISK COVERAGE AMOUNTS

AIRCRAFT MSN   WAR RISK COVERAGE AMOUNT
------------   ------------------------
370                $3,000,000,000.00
375                $3,000,000,000.00
24844              $1,000,000,000.00
24894              $3,000,000,000.00